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)

Mar 26, 2024

2. SEC Identification Number

A199701584

3. BIR Tax Identification No.

005-469-606

4. Exact name of issuer as specified in its charter

Philippine Business Bank, Inc.

5. Province, country or other jurisdiction of incorporation

Caloocan

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

350 Rizal Avenue corner 8th Avenue Grace Park, Caloocan City Postal Code 1400

8. Issuer's telephone number, including area code

(02) 8363-3333

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

Not Applicable

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 Shares	818,750,094

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	Nov 20, 2023
Date of Approval by Securities and Exchange Commission	Mar 19, 2024
Date of Receipt of SEC approval	Mar 22, 2024

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	Sep 26, 2022
Expected date of SEC approval of the Amended Articles of Incorporation	Mar 22, 2024

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
The conversion provides for the reclassification from Additional Tier 1 (ATI) to Core Equity Tier 1 (CET 1) Capital.
Other Relevant Information
The Bank secured BSP and SEC approval for the amendment of Articles 7 and 7b on different dates as BSP took a longer time approving the amendments of Article 7b . BSP approved the amendments of Article 7b last November 20, 2023, and the same was approved by SEC last March 19, 2024. Previously, the Board of Directors approved the amendment of Article 7 and 7B in its regular board meeting on April 20, 2022, and such amendment was adopted and approved by the stockholders during the stockholders meeting on July 27, 2022.