Philippine National Bank : Mergers and Consolidations

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) Feb 22, 20222. SEC Identification Number ASO96-0055553. BIR Tax Identification No. 000-188-209-0004. Exact name of issuer as specified in its charter Philippine National Bank5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office PNB Financial Center, Pres. Diosdado Macapagal Blvd., Pasay City, Metro ManilaPostal Code13008. Issuer's telephone number, including area code [phone] to 70/[phone] to 709. Former name or former address, if changed since last report Not applicable10. 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	1,249,139,678

11. Indicate the item numbers reported herein Item 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.

Philippine National BankPNB PSE Disclosure Form 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Decrease in Authorized Capital Stock of Allied Integrated Holdings, Inc. (AIHI) (formerly PNB Savings Bank) and Return of Excess Capital to PNB

Background/Description of the Disclosure

On September 28, 2018, the PNB Board of Directors approved the full integration of the Bank's wholly-owned thrift bank subsidiary, PNB Savings Bank (PNBSB), through PNB's acquisition of its assets, and assumption of its liabilities in exchange for cash, subject to regulatory and other necessary approvals. The Bangko Sentral ng Pilipinas Monetary Board, in its Resolution No. 1310 dated August 29, 2019, approved the integration of PNBSB with the Bank through the Bank's acquisition of the assets and assumption of the liabilities of PNBSB. As previously disclosed on September 5, 2019, the integration does not require the approval of the stockholders of the Bank. On February 23, 2021, the Securities and Exchange Commission (SEC) approved the change of the corporate name of PNBSB to Allied Integrated Holdings Inc. (AIHI) as reflected in its Amended Articles of Incorporation. We wish to advise the Exchange that on February 18, 2022, AIHI received the following issued by the SEC: 1. Certificate of Filing of Amended Articles of Incorporation dated February 10, 2022; 2. Certificate of Approval of Decrease of Capital Stock dated February 10, 2022; and 3. Certificate of Filing of Amended By-Laws dated February 10, 2022. We trust you will take note accordingly. Thank you.

Date of Approval by Board of Directors	Sep 28, 2018
Date of Approval by Stockholders	TBA
Other Relevant Regulatory Agency, if applicable	BSP, PDIC
Date of Approval by Relevant Regulatory Agency	Aug 29, 2019
Date of Approval by Securities and Exchange Commission	Feb 10, 2022

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Once integration is rolled out, PNB would be able to deliver a more efficient banking experience, and will be able to serve a wider customer base while the customers of PNBSB will have access to PNB's diverse portfolio of financial solutions upon full integration. The consumer lending business, currently operated through PNBSB, will also benefit from PNB's ability to efficiently raise low cost of funds.

Description of the transaction including the timetable for implementation and related regulatory requirements, if any

September 28, 2018 - PNB Board approved the integration of PNBSB through PNB's acquisition of its assets, and assumption of its liabilities in exchange for cash, subject to regulatory and other necessary approvals. June 14, 2019 - PDIC granted its consent to the proposed purchase of assets and assumption of liabilities. August 29, 2019 - The Monetary Board (MB) approved the integration. March 1, 2020 - Effectivity of the integration of PNBSB to PNB through PNB's acquisition of its assets, and assumption of its liabilities in exchange for cash March 5, 2020 - PNBSB surrendered its banking license to the BSP. October 28, 2020 - The PNBSB Board approved the amendments to its Articles of Incorporation and By-Laws. December 3, 2020 - The MB approved the conversion of PNBSB to a holding company. February 23, 2021 - The SEC approved the change of the corporate name of PNBSB to AIHI as reflected in its Amended Articles of Incorporation. July 28, 2021 - The Board of Directors and stockholders of AIHI approved the Amendments of the Articles of Incorporation and By-Laws and the decrease of the authorized capital stock of AIHI. February 10, 2022 - The SEC approved the Amended Articles of Incorporation and By-Laws and decrease in authorized capital stock of AIHI from P15B divided into 149,975,000 common shares of the par value of P100.00 each and 25,000 preferred shares of the par value of P100.00 each to P3B divided into 30,000,000 common shares of the par value P100.00 each. February 18, 2022 - Out of the P10.5B subscribed and paid up capital of PNB in AIHI, the latter returned P7.5B to PNB.

Identities of the parties to the transaction

Name	Nature of Business	Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Allied Integrated Holdings, Inc. (formerly PNB Savings Bank)	Holding company	Wholly-owned subsidiary of PNB

Terms and conditions of the transaction

Plan of merger

Plan of merger is not applicable since PNB purchased substantially all the assets and assumed substantially all the liabilities of AIHI. The funds arising from the purchase will now be returned to PNB, as parent bank, as return of capital.

Ratio of exchange of shares

N/A

Basis upon which the exchange ratio was determined

N/A

Number of shares subject of the merger

N/A

Timetable

September 28, 2018 - PNB Board approved the integration of PNBSB through PNB's acquisition of its assets, and assumption of its liabilities in exchange for cash, subject to regulatory and other necessary approvals. June 14, 2019 - PDIC granted its consent to the proposed purchase of assets and assumption of liabilities. August 29, 2019 - The Monetary Board (MB) approved the integration. March 1, 2020 - Effectivity of the integration of PNBSB to PNB through PNB's acquisition of its assets, and assumption of its liabilities in exchange for cash March 5, 2020 - PNBSB surrendered its banking license to the BSP. October 28, 2020 - The PNBSB Board approved the amendments to its Articles of Incorporation and By-Laws. December 3, 2020 - The MB approved the conversion of PNBSB to a holding company. February 23, 2021 - The SEC approved the change of the corporate name of PNBSB to AIHI as reflected in its Amended Articles of Incorporation. July 28, 2021 - The Board of Directors and stockholders of AIHI approved the Amendments of the Articles of Incorporation and By-Laws and the decrease of the authorized capital stock of AIHI. February 10, 2022 - The SEC approved the Amended Articles of Incorporation and By-Laws and decrease in authorized capital stock of AIHI from P15B divided into 149,975,000 common shares of the par value of P100.00 each and 25,000 preferred shares of the par value of P100.00 each to P3B divided into 30,000,000 common shares of the par value P100.00 each. February 18, 2022 - Out of the P10.5B subscribed and paid up capital of PNB in AIHI, the latter returned P7.5B to PNB.

Conditions precedent to closing of the transaction, if any

Regulatory approvals

Procedures for exchange

Acquisition of assets and assumption of liabilities in exchange for cash.

Description of the company subject of the transaction

Nature and business

AIHI, a holding company, is a wholly-owned subsidiary of PNB.

Discussion of major projects and investments

N/A

List of subsidiaries and affiliates, with percentage holdings

Name	% Ownership
N/A	-

Capital structure

Authorized capital stock

Type of Security /Stock Symbol	Amount	Number of Shares
Common	3,000,000,000.00	30,000,000

Subscribed Shares

Type of Security /Stock Symbol	Amount	Number of Shares
Common	3,000,000,000.00	30,000,000

Paid-Up Capital

Amount	3,000,000,000.00
Number of Shares	30,000,000

Issued Shares

Type of Security /Stock Symbol	Amount	Number of Shares
Common	3,000,000,000.00	30,000,000

Outstanding Shares

Type of Security /Stock Symbol	Amount	Number of Shares
Common	3,000,000,000.00	30,000,000

Par Value

Type of Security /Stock Symbol	Amount
Common	100

Ownership Structure (including percentage holdings)

Name	Number of Shares	% Ownership
PNB	30,000,000	100

Board of Directors

Name	(Regular or Independent)
Edgar A. Cua	Independent
Yolanda M. Albano	Regular
William T. LIm	Regular
Nixon S. Ngo	Regular
Erwin S. Go	Regular

Principal Officers

Name	Position/Designation
Yolanda M. Albano	President
Ruth Pamela E. Tanghal	Corporate Secretary
Marrissa C. Lorenzo	Treasurer

Effect(s)/impact on the business, financial condition and operations of the Issuer

Once integration is rolled out, PNB would be able to deliver a more efficient banking experience, and will be able to serve a wider customer base while the customers of PNBSB will have access to PNB's diverse portfolio of financial solutions upon full integration. The consumer lending business, currently operated through PNBSB, will also benefit from PNB's ability to efficiently raise low cost of funds. On February 18, 2022, out of the P10.5B subscribed and paid up capital of PNB in AIHI, the latter returned P7.5B to PNB.

Other Relevant Information

The disclosure was amended to: 1. Reflect the date of approval of the Bangko Sentral ng Pilipinas. The PDIC granted its consent to the proposed purchase of assets and assumption of liabilities on June 14, 2019. Deleted PCC in "Other Relevant Regulatory Agency, if applicable" as PCC approval is not required because the transaction is exempted since the amount is less than P50B in line with RA 11469 (Bayanihan Act); 2. Reflect the date of approval of the SEC of the Amended Articles of Incorporation and By-Laws and decrease in Authorized Capital Stock of AIHI. 3. Provide a description of the transaction including the timetable for implementation and related regulatory requirements; 4. Plan of Merger box was updated to explain why it is not applicable to the transaction; 5. Update the identity of the parties to the transaction; 6. Indicate "N/A" in the "Number of shares subject of the merger". There is no effect/change in the number of shares of PNB since the decrease in the authorized capital stock is on the part of AIHI. The authorized capital stock of P15B of AIHI has been reduced to P3B divided into 30,000,000 shares. The paid up capital of P10.5B has been reduced to P3B with the return of P7.5B of capital to PNB. 7. Indicate the timetable of the transaction; 8. Update the nature of business; 9. Indicate "N/A" to the "Discussion of major projects and investments" as the corporate life of AIHI was shortened until December 31, 2022; 10. Update the Capital Structure (type of security, amount, and no. shares) of AIHI; 11. Indicate the Board of Directors as of January 31, 2022; and 12. Indicate the Principal Officers as of January 31, 2022.

Filed on behalf by:

Name	Ruth Pamela Tanghal
Designation	Corporate Secretary