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)

Jun 13, 2023

2. SEC Identification Number

PW-686

3. BIR Tax Identification No.

000-263-340-000

4. Exact name of issuer as specified in its charter

Philippine Bank of Communications

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

PBCOM Tower 6795 Ayala Avenue, cor. V.A. Rufino St., Makati City Postal Code 1226

8. Issuer's telephone number, including area code

(632) 830-7000

9. Former name or former address, if changed since last report

N/A

10. 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	480,645,163

11. Indicate the item numbers reported herein

Item No. 9: Other Events

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 Bank of CommunicationsPBC

PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Amendments to By-Laws
Background/Description of the Disclosure
During the June 13, 2023 Annual Stockholders' Meeting held earlier today, the stockholders present in the meeting unanimously approved the recommendation by the board of directors to amend certain provisions of the Bank's By-Laws.

Date of Approval by Board of Directors	Apr 27, 2023
Date of Approval by Stockholders	Jun 13, 2023
Other Relevant Regulatory Agency, if applicable	Bangko Sentral ng Pilipinas
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 and Section Nos.	From	To
Article II, Section 6	“6. Special Meeting – Special meetings of the stockholders may be called by a majority of the members of the Board or by the Chairman or on demand of the stockholders holding at least (30%) percent of the outstanding capital stock.”	“6. Special Meeting – Special meetings of the stockholders may be called by a majority of the members of the Board or by the Chairman or on demand of the stockholders holding at least ten percent (10%) or more of the outstanding capital stock, subject to the guidelines set under applicable laws and regulations.” (As amended on June 13, 2023)
Article II, Section 7	“Sec. 7 Notice of Meetings – Notice of meeting, written or printed for every regular or special meeting of the stockholders shall be prepared and sent to each stockholders at his last address registered in the books of the Bank by registered mail, postage prepaid, at least two (2) weeks before the date of meeting, provided, however, that if the registered address of the shareholder be outside of the Philippines, notice shall be dispatched by registered airmail, provided, further that such notice may be waived in writing by the stockholders.”	“Sec. 7 Notice of Meetings – Notice of meeting, written or printed for every regular or special meeting of the stockholders shall be prepared and sent to each stockholder at his last address registered in the books of the Bank by registered mail, postage prepaid, through electronic email, or such other manner as the prevailing laws and regulations shall allow, at least twenty-one (21) calendar days before the date of meeting, provided, however, that if the registered address of the shareholder be outside of the Philippines, notice shall be dispatched by registered airmail, provided, further that such notice may be waived in writing by the stockholders.” (As amended on June 13, 2023)
Article III, Section 2	“2. Vacancies of the Board – Any vacancy in the Board of Directors shall be filled by the vote of majority of remaining directors if constituting a quorum and the director or directors chosen shall serve only for the unexpired portion of the term. Whether any such vacancy shall be filled or not shall be left to the discretion of the Board of Directors. Should vacancies occur reducing the number of directors to less than a quorum, the vacancies shall be filled by election by the stockholders owning and/or representing at least majority of the outstanding capital stock at a special meeting called for the purpose.”	“2. Vacancies of the Board – Any vacancy in the Board of Directors other than by removal or by expiration of term may be filled by the vote of majority of remaining directors if constituting a quorum and the director or directors chosen shall serve only for the unexpired portion of the term. Should vacancies occur reducing the number of directors to less than a quorum, the vacancies shall be filled by election by the stockholders owning and/or representing at least majority of the outstanding capital stock at a regular or special meeting called for the purpose.” (As amended on June 13, 2023)
Article III, Section 5	“5. Special Meeting – Special meeting of the Board of Directors shall likewise be held in the Philippines and may be called by the Chairman motu propio or at the written request of any four (4) members of the Board. Notice for such special meeting shall be sent by the Secretary to the directors at their registered addresses in such manner that it shall be received by them not less than twenty-four (24) hours previous to the hour set for the meeting. Notice of the meeting may be waived in writing.”	“5. Special Meeting – Special meeting of the Board of Directors shall likewise be held in the Philippines and may be called by the Chairman motu proprio or at the written request of any four (4) members of the Board. Notice for such special meeting shall be sent by the Secretary to the directors at their registered addresses in such manner that it shall be received by them at least two (2) days prior to the scheduled meeting. Notice of the meeting may be waived in writing.” (As amended on June 13, 2023)
Article III, Section 7	7. COMPENSATION – No director, acting as such, shall receive any compensation, but every director shall receive a reasonable “per diem” for every attendance at any meeting, regular or special, of the Board of Directors, for each day of session, in an amount as the Board of Directors may from time to time provide, without prejudice to Article VIII, 3(a) hereof provided, however that nothing herein contained shall be construed to preclude any director from serving in any other capacity and receiving compensation thereof. (As amended on April 29, 2004 and June 3, 2004 by majority of the Board of Directors and on July 15, 2004 by the stockholders representing at least 2/3 of the outstanding capital stock)	7. COMPENSATION – No director, acting as such, shall receive any compensation, but every director shall receive a reasonable “per diem” for every attendance at any meeting, regular or special, of the Board of Directors, for each day of session, in an amount as the Board of Directors may from time to time provide, without prejudice to Article XIII, 3(a) hereof provided, however that nothing herein contained shall be construed to preclude any director from serving in any other capacity and receiving compensation thereof. (As amended on June 13, 2023)

Rationale for the amendment(s)
To update and align outdated provisions with the latest corporate governance guidelines issued by the SEC.

The timetable for the effectivity of the amendment(s)

Expected date of filing the amendments to the By-Laws with the SEC	TBA
Expected date of SEC approval of the Amended By-Laws	TBA

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
Compliance with applicable SEC guidelines and regulations.
Other Relevant Information
Please refer to the attached file for complete details of proposed amendments.