Rizal Commercial Banking CorporationPSE: RCB

Amendments to Articles of Incorporation

· Issued by Rizal Commercial Banking Corporation
SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Apr 25, 20222. SEC Identification Number 175143. BIR Tax Identification No. 000-599-760-0004. Exact name of issuer as specified in its charter RIZAL COMMERCIAL BANKING CORPORATION5. Province, country or other jurisdiction of incorporation Philippines 6. Industry Classification Code(SEC Use Only) 7. Address of principal office 6819 Ayala cor. Gil J. Puyat Ave., Makati City Postal Code07278. Issuer's telephone number, including area code 8894-90009. Former name or former address, if changed since last report Not Applicable10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 2,037,478,896
11. Indicate the item numbers reported herein -

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Rizal Commercial Banking CorporationRCB PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure

Board Approval for the Amendments of the Articles of Incorporation (AOI)

Background/Description of the Disclosure

On April 25, 2022, the Board of Directors approved the proposal to amend Articles Seventh and Fourth of the AOI.

The amendments shall be subject to stockholder and other regulatory approvals and/or requirements.

Date of Approval by
Board of Directors 		Apr 25, 2022
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable BSP
Date of Approval by Relevant Regulatory Agency, if applicable TBA
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
Seventh Common Shares of stock may be transferred to Philippine and foreign nationals provided that not less than Sixty Percent (60%) and not more than Forty Percent (40%) of the voting stocks shall be at all times beneficially owned by Philippine Nationals and by foreign nationals, respectively. Any issuance, sale or transfer of Common Shares of stock, in violation of the restriction above set forth, shall be null and void and shall not be registrable in the books of the Corporation. Deletion of the said paragraphs
Fourth The term for which said Corporation is to exist is for another fifty (50) years from 23 September 2010. The Corporation shall have perpetual existence as allowed by law.
Rationale for the amendment(s)

The amendment of Article Seventh of the AOI is to allow foreign ownership of the Bank to exceed 40% while the amendment of Article Fourth is to be consistent with R.A. No. 11232 (which grants perpetual corporate terms to corporations).

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

RCBC management continuously explores various capital raising opportunities. Some of these opportunities include foreign investors. RCBC is amending its Articles of Incorporation in order to accommodate any capital to be provided in the future by a new/existing foreign investors into RCBC.

Other Relevant Information

Please see attached.

Filed on behalf by:
Name Maria Cecilia Chaneco-Lonzon
Designation Assistant Corporate Secretary