C00010-2024

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)
Jan 1, 2024
2. SEC Identification Number
A200201756
3. BIR Tax Identification No.
216-203-212-000
4. Exact name of issuer as specified in its charter
Robinsons Retail Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
110 E. Rodriguez Jr. Avenue, Bagumbayan, Quezon City Postal Code 1110
8. Issuer's telephone number, including area code
8635-0751 to 64
9. Former name or former address, if changed since last report
43rd Floor, Robinsons Equitable Tower, ADB Avenue cor. Poveda Street, Ortigas Center, Pasig City
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 1,457,597,400
11. Indicate the item numbers reported herein
9

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.

Robinsons Retail Holdings, Inc.RRHI

PSE Disclosure Form 16-1- Update on Corporate Actions/
Material Transactions/Agreements References: SRC Rule 17 (SEC Form 17-C) and
Section 16 of the Revised Disclosure Rules

Subject of the Disclosure

Updates on the Merger of BPI and Robinsons Bank which was approved by the Board of Directors of Robinsons Retail Holdings, Inc. on September 30, 2022
Background/Description of the Disclosure

This refers to the disclosure filed by Robinsons Retail Holdings, Inc. ("RRHI") last September 30, 2022 on the approval to enter into an agreement among the Bank of the Philippine Islands (“BPI”), RRHI and JG Summit Capital Services Corporation (“JG Capital” and, together with RRHI, the “Robinsons Bank Shareholders”) for the merger of BPI and Robinsons Bank Corporation, with BPI emerging as the surviving entity (the “Merger”), subject to shareholders and regulatory approvals.

It was stated that, upon the effectivity of the Merger after receipt of all necessary corporate and regulatory approvals, the Robinsons Bank Shareholders will collectively hold approximately 6% of the resulting outstanding capital stock of BPI.

Please be informed of the following updates on the Merger:

1. In a disclosure filed by BPI with the PSE it was indicated that, on December 14, 2022, the Board of Directors of BPI approved the issuance to the Robinsons Bank Shareholders of common shares pursuant to the Merger which shall, in no case, be more than 318,912,309 common shares.

2. As of December 15, 2022, the exact number of BPI common shares to be issued to RRHI has not yet been firmed up and will be subject to final determination on or before Closing Date.

3. On January 26, 2023, a Supplement to the Agreement for the Merger of Bank of the Philippine Islands and Robinsons Bank Corporation was executed by and among BPI, RRHI, JG Capital and Robinsons Bank Corporation. The Articles of Merger and the Plan of Merger were likewise executed on the same date by BPI and Robinsons Bank Corporation. The parties shall proceed with obtaining approval from the Philippine Competition Commission and filing the documents for the Merger with the Bangko Sentral ng Pilipinas and the Securities and Exchange Commission.

4. RRHI was informed by BPI that it received on September 13, 2023 the signed decision of the Philippine Competition Commission clearing the proposed merger between BPI and Robinsons Bank Corporation.

5. On October 20, 2023, in compliance with the requirements of the Securities and Exchange Commission, a Supplement to the Plan of Merger was executed by BPI and Robinsons Bank Corporation, providing the number of shares to be issued in favor of the Robinsons Bank Shareholders pursuant to the merger between BPI and Robinsons Bank Corporation, with BPI as the surviving bank. BPI will issue a total of 314,003,992 common shares in relation to the Merger ("Merger Shares").

6. In a letter dated December 15, 2023, the Bangko Sentral ng Pilipinas ("BSP") notified BPI and Robinsons Bank Corporation of the approval by the Monetary Board under Resolution No. 1633 dated December 14, 2023 of the merger between Robinsons Bank Corporation and BPI, with BPI as the surviving entity, subject to compliance with the conditions stated therein.

7. Post-merger, RRHI will directly and indirectly own approximately 6.5% of BPI, with 2.4% coming from the Merger Shares.

8. On December 29, 2023, the Securities and Exchange Commission (SEC) approved the merger between BPI and Robinsons Bank Corporation, with BPI as the surviving bank.

9. As a result of the receipt of all corporate and regulatory approvals, Robinsons Bank Corporation and BPI have merged, effective 1 January 2024, with BPI as the surviving entity.
Other Relevant Information

This disclosure was updated in order to indicate the SEC approval and the effective date of the Merger.

Please find attached SEC Form 17-C dated January 1, 2024 on the matters stated herein.
Filed on behalf by:
Name Rosalinda Rivera
Designation Corporate Secretary