C05841-2023

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 31, 2023
2. SEC Identification Number
17514
3. BIR Tax Identification No.
000-599-760-000
4. Exact name of issuer as specified in its charter
RIZAL COMMERCIAL BANKING CORPORATION
5. 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 Code 1720
8. Issuer's telephone number, including area code
+632 894 9000
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 2,419,536,120
11. Indicate the item numbers reported herein
1

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 4-11 - Change in Number of Issued and Outstanding Shares References: Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Change in Number of Issued and Outstanding shares
Background/Description of the Disclosure

On 2 July 2021, RCBC was able to secure PSE approval of Listing of 315,287,248 Treasury Shares (reference to PSE Notice LN00145-2021) and the shares was eventually listed last 14 July 2021. This came from the Treasury shares resulting from the merger of RCBC and RCBC Savings Bank (see Circular Number C02807-2021).

On November 2, 2022 the Board of Directors approved the sale of 213,437,248 common stock held as treasury shares in the Bank and issuance of 168,619,976 authorized and unissued common stock of the Bank, and together with the Treasury Shares, to Sumitomo Mitsui Banking Corporation (“SMBC”), the commercial banking arm of Sumitomo Mitsui Financial Group (“SMFG”) which is the second largest bank in Japan, at a price per Sale Share of PhP 71.00 subject to the terms and conditions of the Share Sale and Purchase Agreement, for an aggregate ownership of twenty percent (20.0%) of the total outstanding common stock of the Bank.

On July 31, 2023, there was a block sale of shares to SMBC through RCBC Securities. This came from the treasury shares resulting from the merger of RCBC and RCBC Savings Bank. The sale of 213,437,248 Shares held by the Bank in treasury to SMBC at a price per Sale Share of PhP71.00.

On July 31, 2023, there was an issuance of 168,619,976 authorized and unissued common shares of the Bank to SMBC.

The strategic investment by SMBC, which raises PHP27 billion of new Core Equity Tier 1 capital for the Bank, is part of the Bank’s capital raising plan to support long-term asset growth and digital investments. The proceeds from the investment will allow the Bank to finance the different requirements of key customers in the Corporate, SME and consumer segments and expand the reach of its Sustainable Finance Framework.

Change(s) in Number of Issued and Outstanding Shares

Issued Shares
Type of Security /Stock Symbol Before After
RCB 2,250,916,144 2,419,536,120
Outstanding Shares
Type of Security /Stock Symbol Before After
RCB 2,037,478,896 2,419,536,120
Other Changes, if any
In percent Before After
Public float 27.62 19.01
Foreign Ownership level 33.63 44.11
Filed on behalf by:
Name Antonio Jr. Madrid
Designation Assistant Manager