Philippine Business Bank : Amendments to Articles of Incorporation

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) Jul 27, 20222. SEC Identification Number A1997015843. BIR Tax Identification No. 005-469-6064. Exact name of issuer as specified in its charter Philippine Business Bank, Inc.5. Province, country or other jurisdiction of incorporation Caloocan6. Industry Classification Code(SEC Use Only) 7. Address of principal office 350 Rizal Avenue corner 8th Avenue Grace Park, Caloocan CityPostal Code14008. Issuer's telephone number, including area code [phone]9. 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 Shares	643,750,094

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.

Philippine Business BankPBB 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

Amendments to the Articles of Incorporation of the Bank

Background/Description of the Disclosure

During the Regular Board Meeting of Philippine Business Bank, Inc. held on 20 April 2022, the Board of Directors of the Bank confirmed the approval for the amendment of the Article 7 of the Articles of Incorporation (AOI) of the Bank.

Date of Approval by Board of Directors	Apr 20, 2022
Date of Approval by Stockholders	Jul 27, 2022
Other Relevant Regulatory Agency, if applicable	BSP, SEC
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
Article 7	That the authorized capital stock of the corporation is TEN BILLION PESOS (P10,000,000,000.00) in lawful money of the Philippines, divided into EIGHT HUNDRED SEVENTY MILLION (870,000,000) common shares with par value of TEN PESOS (P10.00) per share and ONE HUNDRED THIRTY MILLION (130,000,000) preferred shares with par value of TEN PESOS (P 10.00) per share (as amended on July 16, 2012), which preferred shares shall have the following features:	That the authorized capital stock of the corporation is FIFTEEN BILLION PESOS (P15,000,000,000.00) in lawful money of the Philippines, divided into ONE BILLION THREE HUNDRED SEVENTY MILLION (1,370,000,000) common shares with par value of TEN PESOS (P10.00) per share and ONE HUNDRED THIRTY MILLION (130,000,000) preferred shares with par value of TEN PESOS (P10.00) per share (as amended on July 16, 2012), which preferred shares shall have the following features:
Article 7b	(a) That the preferred shares shall be non-voting except in those cases where the law expressly allows them to vote; (b) That the said shares shall be perpetual; meaning non-redeemable; (c) That they shall be entitled to receive dividend at such rate as the Board of Directors may reasonably determine, payable out of the net profits, before any dividend is declared upon the common stock of the company. Should the net profit in any year be insufficient to pay such preferred dividend, either in whole or in part, the unpaid portion thereof shall not be a charge against the future net profits of the company, but the same shall be paid only from net profits of the particular year to which it may pertain. (as amended on July 27, 2007)", which is t	(a) That the preferred shares shall be non-voting except in those cases where the law expressly allows them to vote; (b) That the said shares shall be convertible; (c) That they shall be entitled to receive dividend at such rate as the Board of Directors may reasonably determine, payable out of the net profits, before any dividend is declared upon the common stock of the company. Should the net profit in any year be insufficient to pay such preferred dividend, either in whole or in part, the unpaid portion thereof shall not be a charge against the future net profits of the company, but the same shall be paid only from net profits of the particular year to which it may pertain. (as amended on July 27, 2007)", which is the correct sub paragr

Rationale for the amendment(s)

The increase in authorized capital stock is in preparation for the continuing expansion of the Bank's core deposit-and-lending business. An expanded capital base will allow the Bank to grow its risk assets and provide financing to its clients. The change of the preferred shares feature from perpetual to convertible means participating preferred shareholders will have the option to convert their preferred shares to common shares. Converting the preferred shares to common shares will lower the Bank's financing costs.

The timetable for the effectivity of the amendment(s)

Expected date of filing the amendments to the Articles of Incorporation with the SEC	Aug 8, 2022
Expected date of SEC approval of the Amended Articles of Incorporation	Jan 10, 2023

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The conversion of the preferred shares to common is in line with the Bank's capital raising exercise. A strong capital base will help the Bank sustain its business, prepare for future growth, maximize returns, and mitigate strategic risks.

Other Relevant Information

The amendment was made to indicate the Timetable for the effectivity of the amendment 1.) Expected date of filing the amendments to the Articles of Incorporation with SEC and 2.) Expected date of SEC approval of the Amendments of the Articles of Incorporation. Please refer to the attached SEC FORM 17-C.

Filed on behalf by:

Name	KATHERINE PURA
Designation	CORPORATE INFORMATION OFFICER