C00019-2024

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 2, 2024
2. SEC Identification Number
184044
3. BIR Tax Identification No.
350-000-775-860
4. Exact name of issuer as specified in its charter
JG SUMMIT HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
43rd Floor, Robinsons Equitable Tower, ADB Avenue corner Poveda Street, Ortigas Center, Pasig City, Metro Manila Postal Code 1605
8. Issuer's telephone number, including area code
(632) 8633-7631 to 40
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 7,520,983,658
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.

JG Summit Holdings, Inc.JGS

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

Update on the Merger of BPI and Robinsons Bank which was approved by the Board of Directors of JG Summit Capital Services Corp. (“JG Capital”), a wholly-owned subsidiary of JG Summit Holdings, Inc. (“JG Summit”) on September 30, 2022.
Background/Description of the Disclosure

This refers to the following disclosures filed by JG Summit Holdings, Inc. (JGS) on the following dates:

1. On September 30, 2022, regarding the approval by the Board of Directors of JG Summit Capital Services Corp. (“JG Capital”), a wholly-owned subsidiary of JGS, of the execution of an agreement between the Bank of the Philippine Islands (“BPI”) and JG Capital and Robinsons Retail Holdings, Inc. (“RRHI” and, together with JG Capital, the “RBC Shareholders”) for the merger of BPI and Robinsons Bank Corporation (“RBC”), with BPI emerging as the surviving entity the (“Merger”), subject to shareholders and regulatory approvals which was stated that, upon the effectivity of the Merger and receipt of all necessary corporate and regulatory approvals, RBC Shareholders will collectively hold approximately 6% of the resulting outstanding capital stock of BPI;

2. On December 16, 2022, an update to the disclosure filed by BPI with the PSE on December 14, 2022 which indicated that the Board of Directors of BPI approved the issuance of common shares to RBC Shareholders pursuant to the Merger, which shall, in no case, be more than 318,912,309 common shares. At the Special Stockholders’ Meeting held on 17 January 2023, stockholders representing at least two-thirds of the outstanding shares of BPI approved the merger between BPI and RBC, with BPI as the surviving bank.

3. On January 27, 2023, an update to the disclosure was filed with the PSE to report that The Supplement to the Agreement for the Merger of BPI and RBC was executed by and among BPI, RRHI, JG Capital and RBC on January 26, 2023 and that the Articles of Merger and the Plan of Merger were likewise executed on the same date by BPI and RBC. It was also reported that 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. On September 14, 2023, an update to the disclosure was filed with the PSE to inform that JG Capital received a copy of the decision of the Philippine Competition Commission which resolved to clear the proposed merger transaction between BPI and RBC.

5. On October 21, 2023, an update to the disclosure was filed with the PSE to inform about the execution of a Supplement to the Plan of Merger, providing the number of shares to be issued in favor of the RBC Shareholders pursuant to the merger between BPI and RBC, with BPI as the surviving bank, in accordance with the requirements of the Securities and Exchange Commission.

6. On December 15, 2023, an update to the disclosure was filed with the PSE to inform the Exchange that JG Capital received a copy of the letter from the Bangko Sentral ng Pilipinas, dated the same day, notifying of the approval by the Monetary Board under Resolution No. 1633, dated December 14, 2023, of the merger between BPI and RBC, with BPI as the surviving bank.

7. On December 29, 2023, an update to the disclosure was filed with the PSE to inform the Exchange that the Securities and Exchange Commission approved the merger between BPI and RBC, with BPI as the surviving bank.

Please be advised that JG Capital has been informed that all corporate and regulatory approvals have been obtained and that the merger between RBC and BPI has become effective as of January 1, 2024, with BPI as the surviving bank
Other Relevant Information

The disclosure was updated to inform the Exchange of the effectivity of the merger between RBC and BPI as of January 1, 2024 with BPI as the surviving bank.

Please see the attached JGS SEC Form 17-C Current Report on the matters stated herein, SEC Certificate of Filing of the Articles and Plan of Merger dated December 29, 2023, Plan of Merger and Supplement to the Plan of Merger.
Filed on behalf by:
Name Maria Celia Fernandez-Estavillo
Designation Senior Vice President, General Counsel and Corporate Secretary