Report of Independent Auditors Punongbayan & Araullo

20th Floor, Tower 1

to Accompany Supplementary The Enterprise Center
6766 Ayala Avenue

Information Required by the 1200 Makati City

Philippines

Securities and Exchange T +63 2 8988 2288

Commission Filed Separately from

the Basic Financial Statements

The Board of Directors and the Stockholders

a
Rizal Commercial Banking Corporation
Yuchengco Tower, RCBC Plaza
6819 Ayala Avenue cor. Sen. Gil Puyat Avenue
Makati City

We have audited, in accordance with Philippine Standards on Auditing, the financial statements
of Rizal Commercial Banking Corporation for the year ended December 31, 2020, on which we
have rendered our report dated February 22, 2021. Our audits were made for the purpose of
forming an opinion on the basic financial statements taken as a whole. The Reconciliation of
Retained Earnings Available for Dividend Declaration for the year ended December 31, 2020 is
presented for purposes of additional analysis in compliance with the requirements under the
Revised Securities Regulation Code Rule 68, and is not a required part of the basic financial
statements prepared in accordance with Philippine Financial Reporting Standards. Such
supplementary information is the responsibility of management. The supplementary
information has been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.

PUNONGBAYAN & ARAULLO

By: Anthony L. Ng
Partner

CPA Reg. No. 0109764

TIN 230-169-270
PTR No. 8533236, January 4, 2021, Makati City
SEC Group A Accreditation
Partner - No. 109764-SEC (until Dec. 31, 2023)
Firm - No. 0002 (until Dec. 31, 2024)
BIR AN 08-002511-038-2019 (until Sept. 4, 2022)
Firm’s BOA/PRC Cert. of Reg. No. 0002 (until Jul. 24, 2021)

February 22, 2021

Certified Public Accountants grantthornton.com.ph

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd.

Offices in Cavite, Cebu, Davao

BOA/ PRC Cert of Reg. No. 0002
SEC Accreditation No. 0002
 RIZAL COMMERCIAL BANKING CORPORATION
Yuchengco Tower, RCBC Plaza, 6819 Ayala Avenue cor. Sen Gil Puyat Avenue, Makati City
Parent Company Reconciliation of Retained Earnings Available for Dividend Declaration
December 31, 2020
(Amounts in Millions of Philippine Pesos)

Unappropriated Retained Earnings at Beginning of Year P 29,979

Adjustments:
Accumulated share in equity of subsidiaries and associates ( 1,683 )
Deferred tax assets ( 1,627 ) ( 3,310 )

Unappropriated Retained Earnings at Beginning of Year Available for

Dividend Declaration at Beginning of Year, As Adjusted 26,669

Net Profit Realized During the Year

Net profit per audited financial statements 5,020
Non-actual/unrealized income
Share in net losses of subsidiaries and associates 70
Deferred tax income ( 877 )

4,213

Other Transactions During the Year

Dividends declared ( 1,076 )
Appropriation for general loan loss provision ( 310 )
Appropriation of retained earnings to trust reserves ( 14 ) ( 1,400 )

Unappropriated Retained Earnings Available for

Dividend Declaration at End of Year P 29,482

9
 Rizal Commercial Banking Corporation and Subsidiaries
Schedule of Recent Public Offerings
December 31, 2020

2017 - P2,502,000,000 Long Term Negotiable Certificate of Deposit

Gross Proceeds: P2,502,000,000 (Issue Price: P2,502,000,000 @ 100.00% )
Related Expenses: P15,703,828
Use of Proceeds: To be used for general funding purposes.

2018- P3,580,000,000 Long Term Negotiable Certificate of Deposit

Gross Proceeds: P3,580,000,000 (Issue Price: P3,580,000,000 @ 100.00% )
Related Expenses: P30,915,597.18
Use of Proceeds: To be used for general funding purposes.

2018 - US$ 450,000,000 Senior Note

Gross Proceeds: US$450,000,000 (Issue Price: US$ 420,000,000 @ 100.00%)
Related Expenses: US$885,914.99
Use of Proceeds: To be used for general banking and re-lending purposes.

2018 - P15,000,000,000 Stock Rights Offering (535,710,378 shares)

Gross Proceeds: P15,000,000,000 (Issue Price: P28 per share)
Related Expenses: P217,262,589
Use of Proceeds: To strengthen the Bank's capital ratio and fund its business expansion (i.e. loan growth).

2019 - US$ 300,000,000 Senior Note

Gross Proceeds: US$300,000,000 (Issue Price: US$ 300,000,000 @ 99.751%)
Related Expenses: US$862,031.65
Use of Proceeds: To be used for general banking and re-lending purposes.

2019 - P15,000,000,000 RCB 08-20 ASEAN Green Bond

Gross Proceeds: P15,000,000,000 (Issue Price: P15,000,000,000 @ 100.00% )
Related Expenses: P29,805,550.13
Use of Proceeds: To be used and/or allocated by the Bank to finance and refinance RCBC’s loans to
customers or its own operating activities in Green Eligible Categories as defined in RCBC’s Green Finance
Framework and in accordance with SEC Memorandum Circular No. 12 (2018)

2019 - P8,000,000,000 RCB 06-21 ASEAN Bond 2021

Gross Proceeds: P8,000,000,000 (Issue Price: P8,000,000,000 @ 100.00% )
Related Expenses: P1,868,828.37
Use of Proceeds: To support and finance and/or refinance the Bank's loans to customers or its own operating
activities in eligible green and social categories as defined in the Bank’s Sustainable
Finance Framework

2020 - P7,054,300,000 Senior Note

Gross Proceeds: P7,054,300,000 (Issue Price: P7,054,300,000 @ 100.00% )
Related Expenses: P1,154,630.38
Use of Proceeds: To be used for general banking and re-lending purposes.

2020 - P16,616,410,000 Senior Note

Gross Proceeds: P16,616,410,000 (Issue Price: P16,616,410,000 @ 100.00% )
Related Expenses: P14,986,758.48
Use of Proceeds: To be used for general banking and re-lending purposes.

2020 - US$ 300,000,000 Hybrid Perpetual Securities

Gross Proceeds: US$ 300,000,000 (Issue Price: US$ 300,000,000 @ 100.00% )
Related Expenses: US$796,991.93
Use of Proceeds: To to support and finance medium-term to long-term asset growth, loans to customers,
other general corporate purposes and to maintain sufficient buffers above the minimum capital
thresholds required by BSP.

10
 Rizal Commercial Banking Corporation and Subsidiaries
Map Showing the Relationships Between and Among the RCBC and Its Related Parties
December 31, 2020

PAN MALAYAN MANAGEMENT AND INVESTMENT CORPORATION

(PMMIC)

RIZAL COMMERCIAL
MICO EQUITIES, INC. GPL HOLDINGS, INC. HOUSE OF INVESTMENTS
BANKING CORPORATION OTHERS
PMMIC - 77.19% PMMIC - 60.91% PMMIC - 51.15%
PMMIC - 41.72%

RCBC TELEMONEY RCBC FOREX BROKERS RCBC-JPL HOLDING NIYOG PROPERTY CAJEL REALTY
EUROPE CORP. COMPANY HOLDINGS, INC. CORPORATION
100% 100% 99.41% 100% 100%

RCBC CAPITAL MERCHANTS LOANS AND RCBC LEASING AND RCBC INT'L FINANCE,
CORPORATION ASSOCIATION, INC. FINANCE CORP. LTD.
99.96% 98.03% 99.67% 100%

RCBC BANKARD SERVICES

RCBC SECURITIES, INC. RCBC RENTAL CORP. RCBC INVESTMENT, LTD.
CORPORATION
100% 100% 100%
100%

11
Report of Independent Auditors Punongbayan & Araullo
20th Floor, Tower 1
on Components of The Enterprise Center
6766 Ayala Avenue

Financial Soundness Indicators 1200 Makati City

Philippines

T +63 2 8988 2288

The Board of Directors and the Stockholders

Rizal Commercial Banking Corporation
Yuchengco Tower, RCBC Plaza
6819 Ayala Avenue cor. Sen. Gil Puyat Avenue
Makati City a

We have audited, in accordance with Philippine Standards on Auditing, the consolidated

financial statements of Rizal Commercial Banking Corporation and subsidiaries (the Group) for
the ended December 31, 2020 and 2019 and for each of the three years in the period ended
December 31, 2020, on which we have rendered our report dated February 22, 2021. Our
audit was made for the purpose of forming an opinion on the basic consolidated financial
statements take as a whole. The Supplementary Schedule on Financial Soundness Indicators,
including their definitions, formulas, calculation and their appropriateness or usefulness to the
intended users, are the responsibility of the Group’s management. These financial soundness
indicators are not measures of operating performance defined by Philippine Financial Reporting
Standards (PFRS) and may not be comparable to similarly titled measures presented by other
companies. This schedule is presented for the purposes of complying with the Revised
Securities Regulation Code Rule 68 issued by the Securities and Exchange Commission, and
is not a required part of the basic consolidated financial statements prepared in accordance
with PFRS. The components of these financial soundness indicators have been traced to the
Group’s consolidated financial statements as at December 31, 2020 and 2019 and for each of
the three years in the period ended December 31, 2020 and no material exception were noted.

PUNONGBAYAN & ARAULLO

By: Anthony L. Ng
Partner

CPA Reg. No. 0109764

TIN 230-169-270
PTR No. 8533236, January 4, 2021, Makati City
SEC Group A Accreditation
Partner - No. 109764-SEC (until Dec. 31, 2023)
Firm - No. 0002 (until Dec. 31, 2024)
BIR AN 08-002511-038-2019 (until Sept. 4, 2022)
Firm’s BOA/PRC Cert. of Reg. No. 0002 (until Jul. 24, 2021)

February 22, 2021

Certified Public Accountants grantthornton.com.ph

Punongbayan & Araullo (P&A) is the Philippine member firm of Grant Thornton International Ltd.

Offices in Cavite, Cebu, Davao

BOA/ PRC Cert of Reg. No. 0002
SEC Accreditation No. 0002
 Rizal Commercial Banking Corporation and Subsidiaries
Supplemental Schedule of Financial Soundness Indicators
(Amount in Millions of Philippine Pesos, Except Share Data)
December 31, 2020 and 2019

Ratio
Ratio Formula 2020 2019

Current ratio Total current assets 419,412 0.78 251,569 0.47

Total current liabilities 540,244 540,926

Acid test ratio Quick assets 208,619 0.39 151,459 0.28

Total current liabilities 540,244 540,926

Solvency ratio Total liabilities 670,728 86.87% 684,229 89.20%

Total assets 772,106 767,079

Debt-to-equity ratio Total liabilities 670,728 6.62 684,229 8.26

Total equity 101,378 82,850

Resources-to-equity ratio Total resources 772,106 7.62 767,079 9.26

Total equity 101,378 82,850

Interest rate coverage ratio Earnings before interest and taxes 17,164 1.61 21,873 1.44
Interest expense 10,671 15,210

Return on equity Net profit, net of allocated distributions 4,698 5.54% 5,388 6.47%
Average total equity 84,820 83,297

Return on resources Net profit 5,018 0.68% 5,388 0.80%

Average total resources 736,564 672,141

Net profit margin Net profit 5,018 13.24% 5,388 15.03%

Revenues 37,913 35,858

Other ratios:

Net interest margin Net interest income 26,625 4.31% 22,675 4.03%
Average interest earning resources 617,896 562,455

Cost-to-income ratio Total other operating expenses 22,045 58.15% 21,798 60.79%
Gross income 37,913 35,858

Capital adequacy ratio Total qualifying capital 89,808 16.14% 74,857 13.76%
Total risk-weighted assets 556,585 544,143

12
ANNEX B-1-a
 ANNEX B-2

COVER SHEET
1 7 5 1 4
S.E.C. Registration Number
R I Z A L C OMM E R C I A L B AN K I N G
COR POR A T I ON AND S U B S I D I A R I E S

(Company's Full Name)

YU C H ENG C O T OWE R , R C B C P L A Z A,
6 8 1 9 A Y A L A A V ENU E , M A K A T I C I T Y

MARIETA O. MIRANDA 8 8 9 4 9 9 3 2
Contact Person Company Telephone Number
0 3 3 1 1 7 Q
FORM
Month Day Month Day
TYPE
Fiscal Year Annual Meeting

Secondary License Type, If

Applicable

S E C
Dept. Requiring this
Amended Articles Number/Section
Doc.

Total Amount of Borrowings

Total No. of
Stockholders
Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document I.D. Cashier

STAMPS

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 1

 SEC Number 17514
PSE Code _______
File Number _______

______________________________________________________

RIZAL COMMERCIAL BANKING

CORPORATION AND SUBSIDIARIES
______________________________________________________
(Company‟s Full Name)

Yuchengco Tower, RCBC Plaza

6819 Ayala Ave. corner Sen. Gil J. Puyat Ave., Makati City
______________________________________________________
(Company‟s Address)

8894-9000
______________________________________________________
(Telephone Number)

March 31, 2021

______________________________________________________
(Fiscal Quarter Ending)

SEC FORM 17-Q

______________________________________________________
Form Type

______________________________________________________
Amendment Designation (if applicable)

_____________________________________________________
Period Ended Date

______________________________________________________
(Secondary License Type and File Number)

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 2

 SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-Q

QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES

REGULATION CODE
AND SRC RULE 17(2)(b) THEREUNDER

1. For the fiscal year ended March 31, 2021

2. SEC Identification Number 17514 3. BIR Tax Identification No. 000-599-760-000
4. Exact name of registrant as specified in its charter: RIZAL COMMERCIAL BANKING
CORPORATION
5. Philippines 6. (SEC Use Only)
Province, Country or other jurisdiction of
Industry Classification Code:
incorporation or organization
7. RCBC Plaza Yuchengco Tower 6819 Ayala Ave. cor. Sen. Puyat Avenue, Makati City 1200
Address of principal office Postal Code
8. (632) 8894-9000
Registrant‟s telephone number, including area code
9. Not applicable
Former name, former address & former fiscal year, if changed since last report
10. Securities registered pursuant to Sections 4 and 8 of the RSA

Number of Shares of Common Stock Outstanding and

Title of Each Class Amount of Debt Outstanding

Common Stock, P10 par value 1,935,628,896 (March 31, 2021)

11. Are any or all of these securities listed on the Philippine Stock Exchange
Yes (x) No ( )

12. Check whether the registrant:

(a) has filed all reports required to be filed by Section 17 of the SRC thereunder or Section 11 of the
RSA and RSA Rule 11(a)-1 thereunder and Sections 26 and 141 of the Corporation Code of the
Philippines during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports);

Yes (x) No ( )
(b) has been subject to such filing requirements for the past 90 days

Yes (x) No ( )

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 3

 TABLE OF CONTENTS

Page Number

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements 5

Item 2. Management‟s Discussion and Analysis of 35

Financial Condition and Results of Operations

PART II – OTHER INFORMATION

SIGNATURES 43

AGING OF ACCOUNTS RECEIVABLES 44

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 4

 PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
RIZAL COMMERCIAL BANKING CORPORATION AND SUBSIDIARIES
STATEMENTS OF FINANCIAL POSITION
(Amounts in Millions of Philippine Pesos)
3/31/2021 12/31/2020
Notes (Unaudited) (Audited)
RESOURCES
Cash and Other Cash Items P 13,333 P 16,520
Due From Bangko Sentral ng Pilipinas 123,650 115,467
Due From Other Banks 12,631 15,707
Loans Under Reverse Repurchase Agreement 15,142 13,356
Trading and Investment Securities - Net 3 116,399 88,064
Loans and Receivables - Net 4 487,459 491,284
Investments in Associates - Net 331 339
Bank Premises, Furniture, Fixtures & Equipment- Net 12,906 13,062
Investment Properties - Net 3,599 3,725
Deferred Tax Assets 3,081 3,044
Other Resources - Net 5 12,264 11,538
Total Resources P 800,796 P 772,106
LIABILITIES AND CAPITAL FUNDS
Deposit Liabilities 6 562,859 535,788
Bills Payable 7 9,865 13,167
Bonds Payable 8 93,336 90,439
Accrued Taxes, Interest and Other Expenses 5,355 5,900
Other Liabilities 9 26,905 25,434
Total Liabilities 698,322 670,728
CAPITAL FUNDS
Attributable to Parent Company Shareholders:
Preferred Stock 10 3 3
Common Stock 10 22,509 22,509
Hybrid Perpetual Securities 14,463 14,463
Capital Paid in Excess of Par 10 42,568 42,568
Treasury Shares ( 13,719 ) ( 13,719 )
Other Comprehensive Income:
Net Unrealized Gains on Financial Assets At Fair Value Through
648 664
Other Comprehensive Income
Cumulative Translation Adjustment 54 54
Retirement plan ( 2,781 ) ( 2,788 )
Reserve for Trust Business 499 499
Other Reserves ( 97 ) ( 97 )
Retained Earnings Appropriated for General Provision 3,450 3,442
Retained Earnings 34,860 33,763
102,457 101,361
Non-controlling Interest 17 17
Total Capital Funds 102,474 101,378
TOTAL LIABILITIES AND CAPITAL FUNDS P 800,796 P 772,106
See Notes to Interim Financial Statements.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 5

 RIZAL COMMERCIAL BANKING CORPORATION AND SUBSIDIARIES
STATEMENTS OF INCOME
(Amounts in Millions of Philippine Pesos, Except Per Share Data)
1/1/2021 to 1/1/2020 to
3/31/2021 3/31/2020
Note (Unaudited) (Unaudited)
INTEREST INCOME ON
Loans and receivables P 7,572 P 8,583
Investment securities 600 780
Others 260 168
8,432 9,531
INTEREST EXPENSE ON
Deposit liabilities 913 1,671
Bills payable and other borrowings 1,054 1,541
1,967 3,212
NET INTEREST INCOME 6,465 6,319
IMPAIRMENT LOSSES - Net 936 1,601
NET INTEREST INCOME AFTER IMPAIRMENT LOSSES 5,530 4,718
OTHER OPERATING INCOME (CHARGES)
Service fees and commissions 1,335 894
Trust fees 91 70
Foreign exchange gains - net 47 275
Trading and securities (losses) gain - net ( 35 ) 2,157
Miscellaneous 11 411 279
1,848 3,674
OTHER OPERATING EXPENSES
Employee benefits 1,593 1,711
Depreciation and amortization 796 709
Taxes and licenses 787 801
Occupancy and equipment-related 723 702
Miscellaneous 11 1,793 1,633
5,692 5,556
PROFIT BEFORE TAX 1,686 2,836
TAX EXPENSE 106 527
NET PROFIT 1,580 2,308
NET PROFIT ATTRIBUTABLE TO NON-CONTROLLING INTEREST 0 0
NET PROFIT ATTRIBUTABLE TO PARENT COMPANY SHAREHOLDERS P 1,580 P 2,308
Earnings Per Share (Annualized)
Basic P 2.81 P 4.80
Diluted P 2.81 P 4.80

See Notes to Interim Financial Statements.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 6

 RIZAL COMMERCIAL BANKING CORPORATION AND SUBSIDIARIES
STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Millions of Philippine Pesos)

1/1/2021 to 1/1/2020 to
3/31/2021 3/31/2020
(Unaudited) (Unaudited)
NET PROFIT FOR THE PERIOD 1,580 2,308
OTHER COMPREHENSIVE INCOME (LOSSES) DURING THE PERIOD:
Fair value losses on Financial assets at Other Comprehensive Income ( 16 ) ( 474 )
Retirement plan 7 24
Translation adjustments on foreign operations 0 1
Other Comprehensive Loss for the period ( 9) ( 449 )

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 1,571 1,860

COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING
0 ( 0)
INTEREST

COMPREHENSIVE INCOME ATTRIBUTABLE TO PARENT

COMPANY'S SHAREHOLDERS 1,571 1,860

See Notes to Interim Financial Statements.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 7

 RIZAL COMMERCIAL BANKING CORPORATION AND SUBSIDIARIES
STATEMENTS OF CHANGES IN CAPITAL FUNDS
(Amounts in Millions of Philippine Pesos)
1/1/2021 to 1/1/2020 to
3/31/2021 3/31/2020
(Unaudited) (Unaudited)
ATTRIBUTABLE TO PARENT COMPANY SHAREHOLDERS
PREFERRED STOCK
Balance at beginning and end of period 3 3
COMMON STOCK
Balance at beginning and end of period 22,509 22,509
HYBRID PERPETUAL SECURITIES
Balance at beginning and end of period 14,463 -
CAPITAL PAID IN EXCESS OF PAR
Balance at beginning and end of period 42,568 42,568
TEASURY SHARES, At Cost
Balance at beginning and end of period ( 13,719 ) ( 13,719 )
NET UNREALIZED GAINS/(LOSSES) ON FINANCIAL ASSETS AT
OTHER COMPREHENSIVE INCOME
Beginning balance 664 894
Fair value losses during the period ( 16 ) ( 474 )
Balance, end 648 420
CUMULATIVE TRANSLATION ADJUSTMENTS
Balance, beginning 54 53
Translation adjustment during the period 0 1
Balance, end 54 54
OTHER COMPREHENSIVE INCOME - RETIREMENT PLAN
Balance, beginning ( 2,788 ) ( 3,141 )
Remeasurement of the defined benefits during the priod 7 24
Balance, end ( 2,781 ) ( 3,117 )
RESERVE FOR TRUST BUSINESS
Balance, beginning 499 485
Transfer from retained earnings - free 0 -
Balance, end 499 485
OTHER RESERVES ( 97 ) ( 97 )
RETAINED EARNINGS APPROPRIATED FOR GENERAL PROVISION
Beginning balance 3,442 3,132
Transfer from retained earnings - free 8 9
Balance, end 3,450 3,140
RETAINED EARNINGS
Beginning balance 33,763 30,143
Net profit 1,580 2,308
Cash dividends on preferred shares ( 0) ( 0)
Dividends on Hybrid Capital Securities ( 472 ) -
Transfer of fair value reserves on FVOCI ( 3) -
Transfer to retained earnings appropriated for general provision ( 8) ( 9)
Transfer to reserves for trust business ( 0) -
Balance, end 34,860 32,442
ATTRIBUTABLE TO PARENT COMPANY SHAREHOLDERS 102,457 84,689
MINORITY INTEREST
Balance, beginning 17 19
Fair value gains (losses) on FVOCI 0 ( 0)
Net Profit for the year 0 0
Balance, end 17 19
TOTAL CAPITAL FUNDS 102,474 84,709

See Notes to Interim Financial Statements.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 8

 RIZAL COMMERCIAL BANKING CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(Amounts in Millions of Philippine Pesos)
YTD Ended YTD Ended
3/31/2021 3/31/2020
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Profits before tax 1,686 2,836
Adjustments for:
Interest income ( 8,432 ) ( 9,512 )
Interest expense 1,967 3,212
Impairment losses 936 1,601
Depreciation and amortization 796 709
Dividend income ( 30 ) ( 18 )
Share in net earnings of associates 5 ( 0)
Operating income before working capital changes ( 3,073 ) ( 1,173 )
Increase in financial assets at fair value through profit and loss ( 507 ) ( 2,190 )
Increase in loans and receivables ( 31,318 ) ( 20,018 )
Decrease in investment property 126 41
Decrease in other resources 4,468 136
Increase in deposit liabilities 27,071 31,754
Increase (Decrease) in accrued taxes, interest and other expenses ( 90 ) 35
Increase (Decrease) in other liabilities 1,717 ( 1,361 )
Cash generated from (used in) operations ( 1,606 ) 7,225
Interest received 8,190 9,933
Interest paid ( 2,423 ) ( 3,981 )
Cash paid for taxes ( 80 ) ( 233 )
Net Cash From Operating Activities 4,081 12,944
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in Financial Assets at FVOCI 16,452 ( 8,524 )
Decrease (increase) in Investment securities at amortized cost ( 44,292 ) 73,388
Acquisitions of bank premises, furniture, fixtures and equipment (net) ( 803 ) ( 753 )
Cash dividends received 30 18
Acquisitions of intangibles ( 172 ) ( 46 )
Net Cash From (Used in) Investing Activities ( 28,785 ) 64,084
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of bills payable ( 3,302 ) ( 70,987 )
Dividends paid ( 472 ) ( 0)
Net proceeds from (Redemption of) bonds payable 2,897 ( 12,242 )
Net Cash Used in Financing Activities ( 877 ) ( 83,229 )
NET DECREASE IN CASH AND CASH EQUIVALENTS ( 25,581 ) ( 6,201 )
CASH AND CASH EQUIVALENTS, BEGINNING
Cash and other cash items 16,520 16,907
Due from Bangko Sentral ng Pilipinas 115,467 87,170
Due from other banks 15,707 18,783
Interbank Loans and Loans and Receivables under reverse repurchase agreement 56,037 24,571
203,730 147,431
CASH AND CASH EQUIVALENTS, END
Cash and other cash items 13,333 16,453
Due from Bangko Sentral ng Pilipinas 123,650 54,098
Due from other banks 12,631 18,239
Interbank Loans and Loans and Receivables under reverse repurchase agreement 28,535 52,440
178,149 141,230
See Notes to Interim Financial Statements.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 9

 RIZAL COMMERCIAL BANKING CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021 AND DECEMBER 31, 2020
(Amounts in Millions of Philippine Pesos)

1. CORPORATE MATTERS

1.1 Incorporation and Operations

Rizal Commercial Banking Corporation (the Parent Company, the Bank or RCBC), a universal
bank engaged in all aspects of banking, was originally incorporated on September 23, 1960. The
Bank renewed its corporate existence on December 10, 2009. It provides products and services
related to traditional loans and deposits, trade finance, domestic and foreign fund transfers or
remittance, cash management, treasury, and trust and custodianship services. It also enters into
forward currency contracts as an accommodation to its clients and as a means of managing its
foreign exchange exposures. The Parent Company and its subsidiaries (together hereinafter
referred to as the Group) are engaged in all aspects of traditional banking, investment banking,
retail financing (credit cards, auto loans, mortgage/housing and microfinance loans), remittance,
leasing and stock brokering.

As a banking institution, the Group‟s operations are regulated and supervised by the Bangko
Sentral ng Pilipinas (BSP). As such, the Group is required to comply with banking rules and
regulations such as those relating to maintenance of reserve requirements on deposit liabilities
and deposit substitutes and those relating to the adoption and use of safe and sound banking
practices, among others, as promulgated by the BSP. The Group‟s activities are subject to the
provisions of Republic Act (RA) No. 8791, the General Banking Law of 2000, and other related
banking laws.

The Parent Company‟s common shares are listed in the Philippine Stock Exchange (PSE).

The Parent Company is a 41.72% owned subsidiary of Pan Malayan Management and
Investment Corporation (PMMIC), a company incorporated and domiciled in the Philippines.
PMMIC is the holding company of the flagship institutions of the Yuchengco Group of
Companies.

The registered address of the Parent Company is Yuchengco Tower, RCBC Plaza, 6819 Ayala
Avenue cor. Sen. Gil Puyat Avenue, Makati City. PMMIC‟s registered business address is 48th
Floor, Yuchengco Tower, RCBC Plaza, 6819 Ayala Avenue, Makati City.

The condensed consolidated interim financial statements of the Group as of and for the three
months ended March 31, 2021 (including the comparatives for the three months ended March
31, 2020) and the year ended December 31, 2020 were approved and authorized for issue by the
Bank‟s Audit Committee on May 11, 2021.

1.2 Merger with RCBC Savings Bank, Inc. (RSB)

The Bank, together with RSB, a wholly-owned subsidiary, executed a Plan of Merger on
November 27, 2018, which was previously approved by all members of the Bank‟s Board of
Directors (BOD) and by all the stockholders of the Bank on February 26, 2019. The same was
filed with the SEC and was subsequently approved on July 22, 2019.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 10

 Upon issuance by the SEC of the Certificate of Filing of the Articles and Plan of Merger, RSB
was merged into the Bank, which is the surviving corporation of the merger. As such, the
financial information in the Parent Company‟s financial statements are restated for the periods
prior to the combination of the Parent Company and RSB to reflect the combination as if it had
occurred at the beginning of the earliest period presented in the financial statements, regardless
of the actual date of the combination.

Upon the effective merger date, RCBC, as the surviving corporation, continues its existence as a
corporation and conducts its business under its existing name. Issued and outstanding common
shares of RSB was cancelled and exchanged with RCBC‟s shares. The Bank issued a total of
315,287,248 shares to the shareholders of RSB, in exchange for their respective shares, based on
a share exchange ratio agreed by both parties. Correspondingly, effective July 22, 2019, the Bank
holds certain real properties of former RSB which are classified under Bank Premises, Furniture
and Equipment and Investment Properties in the Statements of Financial Position acquired
through a tax-free exchange as a result of the merger.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies that have been used in the preparation of these financial
statements are summarized in the succeeding pages. The policies have been consistently applied
to all the years presented, unless otherwise stated.

2.1 Basis of Preparation of Financial Statements

(a) Statement of Compliance with Philippine Financial Reporting Standards

The interim financial statements of the Bank have been prepared in accordance with
Philippine Financial Reporting Standards (PFRS).

There were no changes in the accounting policies and methods of computation followed in
the interim financial statements as compared with the most recent annual financial
statements.

(b) Presentation of Financial Statements

The financial statements are presented in accordance with Philippine Accounting Standards
(PAS) 1, Presentation of Financial Statements. The Group presents its statement of financial
position broadly in order of liquidity and presents all items of income and expenses in two
statements: a “statement of profit or loss” and a “statement of comprehensive income.”

(c) Functional and Presentation Currency

These financial statements are presented in Philippine pesos, the Group‟s functional and
presentation currency. All amounts are in millions, except per share data or when
otherwise indicated.

2.2 Basis of Consolidation and Accounting for Investments in Subsidiaries and

Associates in the Separate Financial Statements

The Group‟s consolidated financial statements comprise the accounts of the Parent
Company and its subsidiaries, after the elimination of material intercompany transactions.
All intercompany resources and liabilities, equity, income, expenses and cash flows relating
to transactions with subsidiaries are eliminated in full. Unrealized profits and losses from
intercompany transactions that are recognized in assets are also eliminated in full.
Intercompany losses that indicate impairment are recognized in the consolidated financial
statements.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 11

2.3 Financial Assets

Financial assets are recognized when the Group becomes a party to the contractual terms
of the financial instrument. For purposes of classifying financial assets, an instrument is
considered as an equity instrument if it is non-derivative and meets the definition of equity
for the issuer in accordance with the criteria under PAS 32, Financial Instruments:
Presentation. All other non-derivative financial instruments are treated as debt
instruments.

(a) Classification, Measurement and Reclassification of Financial Assets

Under PFRS 9, Financial Instruments, the classification and measurement of financial assets
is driven by the entity‟s business model for managing the financial assets and the
contractual cash flow characteristics of the financial assets. The classification and
measurement of financial assets are described in the succeeding paragraphs.

(i) Financial Assets at Amortized Cost

Financial assets are measured at amortized cost if both of the following conditions are
met:

 the asset is held within the Group‟s business model whose objective is to hold
financial assets in order to collect contractual cash flows; and,
 the contractual terms of the instrument give rise, on specified dates, to cash flows
that are solely payments of principal and interest (SPPI) on the principal amount
outstanding.

Financial assets meeting these criteria are measured initially at fair value plus
transaction costs. They are subsequently measured at amortized cost using the
effective interest method, less any impairment in value.

(ii) Financial Assets at Fair Value Through Profit or Loss (FVPL)

The Group classifies financial assets as FVPL when they have been purchased or
issued primarily for short-term profit making through trading activities or form part of
a portfolio of financial instruments that are managed together, for which there
isevidence of a recent pattern of short-term profit taking.

Debt instruments that do not meet the amortized cost criteria, or that meet the criteria
but the Group has chosen to designate as at FVPL at initial recognition, are measured
at FVPL. Equity investments are classified as financial assets at FVPL, unless the
Group designates an equity investment that is not held for trading as at Financial Assets
at Fair Value Through Other Comprehensive Income (FVOCI) at initial recognition. The
Group‟s financial assets at FVPL include government securities, corporate bonds,
equity securities, which are held for trading purposes or designated as at FVPL.

Financial assets at FVPL are measured at fair value. Related transaction costs are
recognized directly as expense in profit or loss. Unrealized gains and losses arising
from changes (mark-to-market) in the fair value of the financial assets at FVPL
category and realized gains or losses arising from disposals of these instruments are
included in Trading and Securities Gains under Other Operating Income account in
the statement of profit or loss.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 12

 (iii) Financial Assets at Fair Value Through Other Comprehensive Income (FVOCI)
Debt Instruments at FVOCI

The Group classifies debt instruments under FVOCI when both of the following
conditions are met:

 the asset is held within the Group‟s business model whose objective is achieved by
both collecting contractual cash flows and selling financial assets; and,
 the contractual terms of the instrument give rise, on specified dates, to cash flows
that are solely payments of principal and interest (SPPI) on the principal amount
outstanding.

FVOCI debt securities are subsequently measured at fair value with gains and losses
arising from changes in fair value recognized in Other Comprehensive Income (OCI).
Interest Income and foreign exchange gains and losses are recognized in profit or loss
in the same manner as for financial assets measured at amortized cost. On
derecognition, cumulative gains or losses previously recognized in OCI are reclassified
to profit or loss.

Equity Instruments at FVOCI

At initial recognition, the Group can make an irrevocable election (on an instrument-
by-instrument basis) to designate equity investments as at FVOCI; however, such
designation is not permitted if the equity investment is held by the Group for trading.
The Group has designated certain equity instruments as at FVOCI on initial
application of PFRS 9.

Financial assets at FVOCI are initially measured at fair value plus transaction costs.
Subsequently, they are measured at fair value, with no deduction for any disposal costs.
Gains and losses arising from changes in fair value, including the foreign exchange
component, are recognized in other comprehensive income, net of any effects arising
from income taxes, and are reported as part of Revaluation Reserves account in equity.
When the asset is disposed of, the cumulative gain or loss previously recognized in the
Revaluation Reserves account is not reclassified to profit or loss, but is reclassified
directly to Surplus account.

(b) Impairment of Financial Assets

PFRS 9 requires the Bank to record an allowance for Expected Credit Losses (ECL) for all
loans and other debt financial assets not held at FVPL, together with loan commitments
and financial guarantee contracts. The allowance is based on the ECLs associated with the
probability of default in the next twelve months unless there has been a significant increase
in credit risk since origination. If the financial asset meets the definition of purchased or
originated credit impaired, the allowance is based on the change in the ECLs over the life
of the asset.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 13

 The Group has established a policy to perform an assessment, at the end of each reporting
period, of whether a financial instrument‟s credit risk has increased significantly since initial
recognition, by considering the change in the risk of default occurring over the remaining
life of the financial instrument. The Group classifies its loans into the following stages:

Stage 1 : When loans are first recognized, the Group recognizes an allowance based on
the twelve-month ECLs. Stage 1 loans also include facilities where the credit
risk has improved and the loan has been reclassified from Stage 2.

Stage 2 : When a loan has shown a significant increase in credit risk since origination,
the Group records an allowance for the lifetime ECLs. Stage 2 loans also
include facilities where the credit risk has improved and the loan has been
reclassified from Stage 3.

Stage 3 : When a loan is considered as credit impaired, the Group records an allowance
for the lifetime ECL.

The key elements used in the calculation of ECL are as follows:

Probability of Default – is an estimate of the likelihood of default over a given time horizon.
A default may only happen at a certain time over the assessed period, if the facility has not
been previously derecognized and is still in the portfolio.

Loss Given Default – is an estimate of the loss arising in the case where a default occurs at a
given time. It is based on the difference between the contractual cash flows due and those
that the Bank would expect to receive, including the realization of any collateral.

Exposure At Default – represents the gross carrying amount of the financial instruments
subject to the impairment calculation.

(c) Derecognition of Financial Assets

A financial asset (or where applicable, a part of a financial asset or part of a group of
financial assets) is derecognized when the contractual rights to receive cash flows from the
financial instruments expire, or when the financial assets and all substantial risks and
rewards of ownership have been transferred to another party. If the Group neither
transfers nor retains substantially all the risks and rewards of ownership and continues to
control the transferred asset, the Group recognizes its retained interest in the asset and an
associated liability for amounts it may have to pay. If the Group retains substantially all
the risks and rewards of ownership of a transferred financial asset, the Group continues to
recognize the financial asset and also recognizes a collateralized borrowing for the
proceeds received.

(i) Modification of Loans

When the Group derecognizes a financial asset through renegotiation or modification of

the contractual payment terms of the loans due to significant credit distress of the
borrower, the Group assesses whether or not the new terms are substantially different to
the original terms of the instrument.

In making such assessment, the Group considers, among others:

• If the borrower is in financial difficulty, whether the modification merely reduces the
contractual cash flows to amounts the borrower is expected to be able to pay;
• Whether any substantial new terms are introduced that will affect the risk profile of
the loan;

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 14

 • Significant extension of the loan term when the borrower is not in financial difficulty;
• Significant change in the interest rate;
• Change in the currency the loan is denominated in; and/or,
• Insertion of collateral, other security or credit enhancements that will significantly
affect the credit risk associated with the loan.

2.4 Financial Liabilities

Financial liabilities which include deposit liabilities, bills payable, bonds payable,
subordinated debt, accrued interest and other expenses, and other liabilities (except tax-
related payables, post-employment defined benefit obligation and deferred income) are
recognized when the Group becomes a party to the contractual terms of the instrument.

Financial liabilities are recognized initially at their fair value and subsequently measured at
amortized cost using the effective interest method, for those with maturities beyond one
year, less settlement payments. All interest-related charges incurred on financial liabilities
are recognized as an expense in the statement of profit or loss under the caption Interest
Expense.

2.5 Provisions and Contingencies

Provisions are recognized when present obligations will probably lead to an outflow of
economic resources and they can be estimated reliably even if the timing or amount of the
outflow may still be uncertain. A present obligation arises from the presence of a legal or
constructive obligation that has resulted from past events (e.g., legal dispute or onerous
contracts).

2.6 Revenue and Expense Recognition

Revenue is recognized to the extent that the revenue can be reliably measured; it is
probable that the economic benefits will flow to the Group; and the costs incurred or to be
incurred can be measured reliably.

2.7 Impairment of Non-financial Assets

For purposes of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows [cash-generating units (CGU)]. As a result,
some assets are tested for impairment either individually or at the CGU level.

Impairment loss is recognized in profit or loss for the amount by which the asset‟s or
CGU‟s carrying amount exceeds its recoverable amount which is the higher of its fair value
less costs to sell and its value in use. In determining value in use, management estimates
the expected future cash flows from each CGU and determines the suitable interest rate in
order to calculate the present value of those cash flows. The data used for impairment
testing procedures are directly linked to the Group‟s latest approved budget, adjusted as
necessary to exclude the effects of asset enhancements. Discount factors are determined
individually for each CGU and reflect management‟s assessment of respective risk profiles,
such as market and asset-specific risk factors.

All assets, except for intangible assets with indefinite useful life and goodwill, are
subsequently reassessed for indications that an impairment loss previously recognized may
no longer exist. An impairment loss is reversed if the asset‟s or CGU‟s recoverable amount
exceeds its carrying amount.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 15

2.8 Income Taxes

Tax expense recognized in profit or loss comprises the sum of current tax and deferred tax
not recognized in other comprehensive income or directly in equity, if any.

Current tax assets or liabilities comprise those claims from, or obligations to, tax authorities
relating to the current or prior reporting period, that are unpaid at the end of the reporting
period. They are calculated according to the tax rates and tax laws applicable to the periods
to which they relate, based on the taxable profit for the year. All changes to current tax
assets or liabilities are recognized as a component of tax expense in the statement of profit
or loss.

Deferred tax is provided using the liability method, on temporary differences at the end of
the reporting period between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes. Under the liability method, with certain
exceptions, deferred tax liabilities are recognized for all taxable temporary differences and
deferred tax assets are recognized for all deductible temporary differences and the carry-
forward of unused tax losses and unused tax credits to the extent that it is probable that
taxable profit will be available against which the deferred tax assets can be utilized.
Deferred tax assets are reassessed at the end of each reporting period. Previously
unrecognized deferred tax assets are recognized to the extent that it has become probable
that future taxable profit will be available to allow such deferred tax assets to be recovered.

2.9 Related Party Relationships and Transactions

Related party transactions are transfers of resources, services or obligations between the
Group and its related parties, regardless of whether a price is charged.

Parties are considered to be related if one party has the ability to control the other party or
exercise significant influence over the other party in making financial and operating decisions.
These parties include: (a) individuals owning, directly or indirectly through one or more
intermediaries, control or are controlled by, or under common control with the Group; (b)
associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the
Group that gives them significant influence over the Group and close members of the family
of any such individual; and, (d) the funded retirement plan of each of the entities under the
Group.

2.10 Events After the End of the Reporting Period

Any event that provides additional information about the Group‟s financial position at the
end of the reporting period (adjusting event) is reflected in the financial statements. Post-
reporting events that are not adjusting events, if any, are disclosed when material to the
financial statements.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 16

3. TRADING AND INVESTMENT SECURITIES

This account is composed of the following:

March 31, 2021 December 31, 2020

(Unaudited) (Audited)

Financial assets at FVPL P 5,395 P 4,888

Financial assets at FVOCI 23,685 40,150
Investment securities
at amortized cost - net 87,319 43,026

P 116,399 P 88,064

3.1 Financial Assets at FVPL

This account is composed of the following:

March 31, 2021 December 31, 2020
(Unaudited) (Audited)

Government securities P 2,951 P 1,876

Equity securities 1,286 1,173
Derivative financial assets 1,106 1,129
Corporate debt securities 52 710

P 5,395 P 4,888

3.2 Financial Assets at FVOCI

This account is composed of the following:

March 31, 2021 December 31, 2020

(Unaudited) (Audited)

Government bonds P 6,743 P 20,563

Corporate debt securities 13,559 16,157
Unquoted equity securities 1,860 1,570
Quoted equity securities 1,523 1,860

P 23,685 P 40,150

3.3 Investments at Amortized Cost

This account is composed of the following:

March 31, 2021 December 31, 2020
(Unaudited) (Audited)

Government securities P 72,428 P 37,022

Corporate debt securities 15,033 6,146
87,460 43,168
Allowance for impairment ( 142 ) ( 142 )

P 87,319 P 43,026

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 17

4. LOANS AND RECEIVABLES

This account consists of the following:

March 31, 2021 December 31, 2020

(Unaudited) (Audited)

Receivable from customers:

Loans and discounts P 426,110 P 400,846
Credit card receivables 31,535 31,973
Customers‟ liabilities on acceptances,
import bills and trust receipts 18,933 18,868
Lease contract receivable 2,995 3,115
Bills purchased 2,565 2,109
Receivables financed 347 343
482,445 457,254
Unearned discount ( 645) ( 689 )
481,800 456,565
Other receivables:
Interbank loans receivables 13,393 42,681
Accrued interest receivable 5,806 5,677
Accounts receivable 2,883 3,661
Unquoted debt securities classified
as loans 965 965
Sales contract receivable 888 928
23,935 53,912

505,735 510,477
Allowance for impairment ( 18,276) ( 19,193 )

P 487,459 P 491,284

5. OTHER RESOURCES

This account consists of the following:

March 31, December 31,

2021 2020
(Unaudited) (Audited)

Assets held-for-sale and disposal group P 4,326 P 4,182

Creditable withholding taxes 2,340 2,154
Prepaid expenses 1,272 1,003
Branch licenses 1,000 1,000
Software – net 1,275 1,184
Refundable and other deposits 737 720
Goodwill 426 426
Unused stationery and supplies 471 311
Deferred charges 195 176
Returned checks and other cash items 64 155
Margin deposits 77 17
Miscellaneous 896 1,012
13,114 12,340
Allowance for impairment ( 849 ) ( 802 )

P 12,264 P 11,538

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 18

6. DEPOSIT LIABILITIES

The following is the breakdown of deposit liabilities:

March 31, December 31,

2021 2020
(Unaudited) (Audited)

Demand P 110,471 P 107,172

Savings 207,781 195,164
Time 238,525 227,370
Long-term Negotiable Certificate
of Deposits (LTNCD) 6,082 6,082

P 562,859 P 535,788

The details of the Parent Company‟s Long-term Negotiable Certificate of Deposits (LTNCDs) as
of March 31, 2021 and December 31, 2020 are as follows:

Outstanding Balance
March 31, December 31,
Coupon 2021 2020
Issuance Date Maturity Date Interest (Unaudited) (Audited)

September 28, 2018 March 28, 2024 5.50% P 3,580 P 3,580

August 11, 2017 February 11, 2023 3.75% 2,502 2,502

P 6,082 P 6,082

The Parent Company‟s LTNCDs were used in the expansion of its term deposit base to support
long-term asset growth and for other general funding purposes.

7. BILLS PAYABLE

This account consists of borrowings from:

March 31, December 31,
2021 2020
(Unaudited) (Audited)

Local banks P 8,396 P 8,983

Foreign banks 1,457 4,183
Others 12 1

P 9,865 P 13,167

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 19

8. BONDS PAYABLE

The composition of this account for the Group and the Parent Company follows:

Outstanding Balance
March 31, December 31,
Coupon 2021 2020
Issuance Date Maturity Date Interest Face Value (Unaudited) (Audited)

March 31, 2021 September 30, 2023 3.20% P 13,743 P 13,743 P 16,616
March 31, 2021 June 30, 2026 4.18% P 4,130 4,130 7,054
July 27, 2020 July 27, 2022 3.25% P 16,616 P 16,616 P 16,616
April 7, 2020 April 7, 2022 4.85% P 7,054 7,054 7,054
November 13, 2019 November 13, 2022 4.43% P 7,500 7,500 7,500
September 11, 2019 September 11, 2024 3.05% $ 300 14,533 14,362
June 4, 2019 June 4, 2021 6.15% P 8,000 8,000 8,000
March 15, 2018 March 16, 2023 4.13% $ 450 21,760 21,540
November 2, 2015 February 2, 2021 3.45% $ 320 - 15,367

P 93,336 P 90,439

9. OTHER LIABILITIES

Other liabilities consist of the following:

March 31, 2021 December 31, 2020
(Unaudited) (Audited)

Accounts payable P 8,042 P 8,811

Outstanding acceptances payable 4,230 2,417
Lease liabilities 4,135 4,385
Post-employment defined benefit obligation 2,956 2,993
Manager‟s checks 1,544 1,150
Bills purchased – contra 1,274 915
Derivative financial liabilities 883 1,484
Deposits on lease contracts 709 621
Sundry credits 585 478
Other credits 454 446
Withholding taxes payable 262 220
Unearned income 260 152
Payment orders payable 252 194
Guaranty deposits 209 20
Expected credit loss provisions
on loan commitments 142 139
Due to BSP 123 49
Miscellaneous 845 960

P 26,905 P 25,434

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 20

10. EQUITY

The movements in the outstanding capital stock are as follows:

Number of Shares*
March 31, 2021 December 31, 2020
(Unaudited) (Audited)

Preferred stock – voting, non-cumulative

non-redeemable, participating
convertible into common stock
– P10 par value
Authorized – 200,000,000 shares

Balance at beginning and end of period 267,410 267,410

Common stock – P10 par value

Authorized – 2,600,000,000 shares

Balance at beginning and end of period 1,935,628,896 1,935,628,896

*Amounts in absolute number of shares

10.1 Hybrid Perpetual Securities

On August 27, 2020, the Parent Company issued US$300 non-cumulative, unsecured,
subordinated capital securities which qualify as AT1 capital under Basel III standards. As of
March 31, 2021, the hybrid perpetual securities amounted to P14,463, net of issuance costs.

The capital securities are perpetual in respect of which there is no fixed redemption date. The
Parent Company may redeem the capital securities only in certain circumstances as described in
the conditions of the securities and with prior written consent of BSP. Distributions are non-
cumulative and payable semi-annually in arrear at a rate of 6.5%. Certain conditions provide for
circumstances under which the Parent Company will not be obliged to pay any distribution on
the applicable payment date.

The proceeds of the hybrid perpetual securities are used to support and finance medium-term to
long-term asset growth, loans to customers, other general corporate purposes and to maintain
sufficient buffers above the minimum capital thresholds required by BSP.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 21

11. MISCELLANEOUS INCOME AND EXPENSES

These accounts consist of the following:

11.1 Miscellaneous Income

For the Three Months Ended
January 1 to January 1 to
March 31, 2021 March 31, 2020
(Unaudited) (Unaudited)

Rentals P 262 P 214

Recoveries from written-off assets 42 36
Dividend income 30 18
Gains on assets sold 28 10
Others 49 1

P 411 P 279

11.2 Miscellaneous Expenses

For the Three Months Ended

January 1 to January 1 to
March 31, 2021 March 31, 2020
(Unaudited) (Unaudited)

Insurance P 314 257

Credit card related expenses 284 P 297
Communication and information 171 150
Service processing fees 162 109
Litigation/asset acquired expenses 139 77
Management and other professional fees 106 99
Banking fees 75 66
Advertising and publicity 71 73
Other outside services 41 39
Transportation and travel 40 58
Stationery and office supplies 33 67
Donations and charitable
contributions 17 53
Shipment and freight 12 2
Representation and entertainment 9 13
Others 319 273

P 1,793 P 1,633

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 22

12. COMMITMENTS AND CONTINGENCIES

In the normal course of operations of the Group, there are various outstanding commitments
and contingent liabilities such as guarantees, commitments to extend credit, tax assessments, etc.,
with amounts not reflected in the financial statements. Management does not anticipate losses
from these transactions that will adversely affect the Group‟s operations.

In the opinion of management, the suits and claims arising from the normal course of operations
of the Group that remain unsettled, if decided adversely, will not involve sums that would have
material effect on the Group‟s financial position or operating results.

12.1 Contingent Accounts, Guarantees and Other Commitments

The following is a summary of contingencies and commitments arising from off-statement of

financial position items at their equivalent peso contractual amounts as of March 31, 2021 and
December 31, 2020:

March 31, December 31,

2021 2020
(Unaudited) (Audited)

Trust department accounts P 127,309 P 116,652

Outstanding guarantees issued 69,108 67,297
Derivative liabilities 49,471 28,135
Derivative assets 46,940 36,980
Unused commercial letters of credit 11,369 20,495
Spot exchange bought 9,167 8,681
Spot exchange sold 9,161 8,674
Inward bills for collection 2,781 1,694
Late deposits/payments received 428 644
Outward bills for collection 118 94
Others 17 17

12.2 Sale of National Steel Corporation (NSC) Plant Asset

In October 2008, Global Steel Philippines (SPV-AMC), Inc. and Global Ispat Holdings
(SPVAMC), Inc. (collectively, “Global Steel”), which purchased the Iligan Plant assets (“NSC
Plant Assets”) of the National Steel Corporation (“NSC”) from the Liquidator (as defined in the
Asset Purchase Agreement ("APA") dated September 1, 2004), initiated arbitration proceedings
with the Singapore International Arbitration Centre ("SIAC") seeking damages on account of the
non-delivery of the NSC Plant Assets free and clear from liens and encumbrance, which
purportedly deprived Global Steel of the opportunity to use the same to secure additional loans
for the operations/upgrade of the NSC Steel Mill Plant.

On May 9, 2012, the SIAC Arbitral Tribunal rendered a partial award in favor of Global Steel in
the amounts of (a) US$80 Million, as and by way of lost opportunity to make profits, and (b)
P1,403, representing the value of the undelivered billet shop land measuring 3.41 hectares. On
appeal, the Singapore High Court set aside the partial award, which was affirmed by the
Singapore Court of Appeals on March 31, 2015. The Liquidator and Secured Creditors were,
however, still required to deliver clean title to the NSC Plant Assets.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 23

The Bank's total exposure in connection with the obligation to transfer clean title to the NSC
Plant Assets to Global Steel is approximately P217 in terms of estimated property taxes and
transfer costs due on the NSC Plant Assets, as a result of the Philippine Supreme Court's
affirmation of the ruling that all pre-closing taxes on the NSC Plant Assets are deemed paid. The
Bank's exposure, however, may be varied depending on the validity of the Iligan City's post-
closing tax assessment (including those imposed on non-operational machineries).

Notwithstanding the finality of the Supreme Court's ruling on the pre-closing taxes, the City of
Iligan insisted on collecting the taxes covering the period 1999 to 2016, and foreclosed the NSC
properties in October 2016. In an Order dated April 4, 2017, the Makati City Regional Trial
Court (“Makati Trial Court”) nullified the public auction, and enjoined any and all real property
tax collection actions against the NSC pending the full execution of the decision on the pre-
closing taxes/the correct computation of NSC‟s remaining tax liability. The City of Iligan filed a
motion for reconsideration but this was denied.

Aggrieved, the City of Iligan filed a Petition for Certiorari with the Court of Appeals. Due to
non-submission of the documents by the City of Iligan, the Court of Appeals dismissed the
Petition for Certiorari. On appeal, the Supreme Court ordered the Court of Appeals to either
determine the propriety of consolidating the same with CA-G.R. SP No. 1249852, or resolve the
merits of the case.

To stop the take-over of the NSC Plant/other assets by the City of Iligan, the NSC Liquidator
filed a Prohibition case against the City of Iligan, arguing that this is illegal given the nullification
of the public auction, and citing the earlier Stay Orders of the Securities and Exchange
Commission (“SEC”) in SEC Case No. 12-99-6959 against the City Treasurer/her agents. The
Court of Appeals, however, dismissed the same in its Decision dated July 24, 2019, citing NSC‟s
alleged forum-shopping/failure to observe the hierarchy of the courts, and denied its Motion for
Reconsideration on December 18, 2019.

The NSC elevated the case to the Supreme Court on February 20, 2020, assailing the Court of
Appeal‟s ruling on the supposed commonality of interest between the NSC/Global Steel vis-à-vis
the charge of forum-shopping. In a Resolution dated March 2, 2020, the Supreme Court directed
the Iligan City LGU to file its Comment to the Petition for Review.

12.3 Verotel Merchant Services B.V. Case

In 2011, Verotel Merchant Services B.V. (“VMS”), a Dutch corporation, and Verotel
International Industries, Inc. (“VII”), a Philippine corporation, civilly sued the Bank, Bankard,
Inc. (“Bankard”), Grupo Mercarse Corp., CNP. Worldwide, Inc. and several individuals before
the Los Angeles Superior Court for various causes of action including fraud, breach of contract
and accounting, claiming that VII and its alleged parent company, VMS, failed to receive the total
amount of US$2, which the defendants allegedly misappropriated. VMS is an internet merchant
providing online adult entertainment and online gambling, in addition to the sale of
pharmaceuticals over the internet.

Following the initial jury verdict in favor of VMS, and the subsequent reduction of the monetary
damages awarded to VMS, the Bank/Bankard filed their Notice of Appeal with the California
Court of Appeals on July 11, 2016. VMS followed suit to overturn the deletion of the punitive
damages award in its favor. The parties filed their required Briefs between October 2, 2017 and
October 31, 2018, and oral arguments were heard on November 12, 2020. In a Decision dated
January 13, 2021, the Court of Appeals affirmed the modified ruling of the Los Angeles Superior
Court on the monetary award in favor of VMS, and the deletion of the US$8 punitive damages
award. On February 16, 2021, the Bank/Bankard remitted and fully settled the monetary award in
favor of VMS, inclusive of interest and other charges.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 24

12.4 RCBC Securities Case

In December 2011, RCBC Securities ("RSEC") initiated criminal proceedings against its former
agent, Mary Grace V. Valbuena ("Valbuena"), due to questionable transactions with her personal
clients, followed by additional criminal/civil cases. In November 2016, the Metropolitan Trial
Court of Makati City convicted Valbuena of the crime of violation of BP 22. Valbuena‟s
conviction has since been sustained further by the Court of Appeals, which directed her to pay
RSEC the amount of P7.2 Million, and interest at the rate of 12% per annum from January 18,
2012 to June 30, 2013, and six percent 6% per annum from July 1, 2013 until full satisfaction.
On September 21, 2020, Valbuena filed a Petition for Review with the Supreme Court, seeking
the reversal of the Decision of the Court of Appeals.

In May 2012, the Capital Markets Integrity Corporation ("CMIC") investigated the complaint
filed by Francisco Ken Cortes against RSEC. After due proceedings, the CMIC dismissed the
complaint filed by Mr. Cortes and denied his Motion for Reconsideration. The aforesaid
Resolutions have since become final and executory.

In December 2013, Cognatio Holdings, Inc. ("Cognatio") filed a complaint against Valbuena,
RSEC, and its former Operations/Chief Finance Officer, and Compliance Officer with the
Enforcement and Investor Protection Department of the SEC ("EIPD-SEC"). In April 2019, the
EIPD-SEC found RSEC liable for violating the Securities Regulations Code. RSEC was fined
and was directed to amend its internal control procedures. In an Order dated July 16, 2019, the
EIPD-SEC accepted RSEC‟s negotiated settlement offer of P2.5 Million, sans any finding of fault.
RSEC likewise submitted its Board-approved Amended Internal Protocols on August 5, 2019.

During the pendency of foregoing EIPD-SEC proceedings, Carlos S. Palanca IV ("Palanca") and
Cognatio complained against RSEC before the CMIC, which dismissed the same in its Decision
dated December 4, 2014, holding that Palanca/Cognatio‟s complaint has prescribed, if not barred
by prior judgment. The matter eventually reached the Supreme Court, which reinstated the ruling
of the SEC en banc, directing the CMIC to grant the request for assistance sought by Palanca/
Cognatio, in its Decision dated 11 March 2020.

On February 22, 2013, Stephen Y. Ku ("Ku") filed a complaint against RSEC with the Regional
Trial Court of Makati, Branch 149 (the "Makati Trial Court"), essentially praying for the return of
his shares of stock/cash payments approximately valued at P103 Million, which he claims to have
been turned over to Valbuena. On May 20, 2013, RSEC sought the dismissal of the complaint
citing, among others, Ku‟s non-payment of the correct filing fees. This particular issue was
eventually elevated to the Supreme Court which held, in its Decision dated October 17, 2018,
that Ku‟s remediation of the deficient docket fees proves he did not intentionally attempt to
evade paying the correct filing fees, and directed the Makati Trial Court to proceed with the trial
of the case.

The Makati Trial Court terminated the pre-trial conference of the case on February 27, 2020, and
set the presentation of Ku‟s evidence in March 2020. However, due to the COVID-19 pandemic,
Ku‟s presentation of evidence only commenced on July 14, 2020. His cross-examination, which
began on January 25, 2021 and February 24, 2021, has since been reset to April 23, 2021, due to
the resurgence of COVID-19 incidents.

12.5 HHIC-Philippines, Inc. Rehabilitation Proceedings

On January 9, 2019, HHIC-Phil, Inc. (“HHIC-Phil”) filed a petition for corporate rehabilitation
(the “Petition”) under Republic Act No. 10142, the Financial Rehabilitation and Insolvency Act
of 2010 (“FRIA”), with the Regional Trial Court, Branch 72, Olongapo City (the “Rehabilitation
Court”). On January 14, 2019, the Rehabilitation Court gave due course to the Petition, and
eventually appointed the current Rehabilitation Receiver.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 25

The Bank, together with the four (4) other creditor banks (“co-creditor banks”), negotiated with
HHIC-Phil and HHIC-Korea for a modified rehabilitation plan, which was further revised in
time for the sending of the Notice of Conference to HHIC-Phil‟s creditors and stakeholders.
During the May 9, 2019 conference, more than fifty percent (50%) of the secured/unsecured
creditors and stakeholders approved the Modified Rehabilitation Plan with Clarifications (“MRP
with Clarifications”).

A number of creditors (principally ship-owners with warranty claims/manufacturers of ship

parts/engines) sought the revision of the Final Registry of Claims/recall of the Order confirming
the MRP with Clarifications. The Korean Development Bank (“KDB”) also sought to enforce its
lien on the HHIC-Phil account in its possession.

While the Rehabilitation Court approved KDB‟s Motion in its Order dated February 7, 2020, the
Rehabilitation Court sustained the Bank/co-creditor banks‟ opposition and ruled against the ship
owners/ship engine supplier in its Orders dated February 10, 2020 and February 11, 2020,
respectively.

Several ship owners affected by the February 10, 2020 Order, and a ship engine supplier affected
by the Order dated February 11, 2020, filed separate petitions for Certiorari with the Court of
Appeals. These Petitions have since been withdrawn after the petitioners‟ claims were settled by
HHIC-Phil/HHIC-Korea. On December 14, 2020, the Court of Appeals deemed all the
certiorari cases closed and terminated.

As of March 31, 2021, the outstanding loan obligation of HHIC-Phil to the Bank remains at
USD149, inclusive of accrued and compounded interest, as well as penalty on interest and
principal.

12.6 Applicability of RR 4-2011

In March 2011, the BIR issued RR 4-2011, prescribing a new way of reporting income solely for
banks/other financial institutions, and issued assessment notices to banks/other financial
institutions for deficiency income tax for alleged non-intra-unit allocation of costs and expenses
to exempt income and income subjected to final tax within the RBU.

On April 6, 2015, the Bank/other Bankers Association of the Philippines member banks (“BAP-
member banks”) filed a Petition for Declaratory Relief with application for provisional remedies
with the Makati Trial Court, which issued a Temporary Restraining Order prohibiting the
enforcement of RR 4-2011, including the issuance of any Preliminary/Final Assessment Notice
pendente lite, unless sooner dissolved; and a Confirmatory Order also prohibiting the BIR from
ruling/deciding any RR 4-2011 administrative matter pending before it. The Makati Trial Court
subsequently declared RR 4-2011 null and void in its Order dated May 25, 2018, and made
permanent the Writ of Preliminary Injunction it issued earlier.

The Department of Finance (“DOF”)/BIR elevated the matter to the Supreme Court via a
Petition for Review. The Bank/other BAP-member banks countered among others that
RR 4-2011 was issued by the BIR in the exercise of its quasi-legislative power, hence, original
jurisdiction over the Declaratory Relief case lies with the Makati Trial Court; and RR 4-2011 was
correctly invalidated for mandating banks/other financial institutions to adopt a different method
of accounting from the other classes of taxpayers; unlawfully amending the NIRC or Tax Code;
and depriving the Bank/other BAP-member banks of their substantive rights to fully deduct
legitimate business expenses. In a Resolution dated September 30, 2020, the Supreme Court
directed the DOF/BIR to file their reply to the separate Comments filed by the Bank/other
BAP-member banks.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 26

12.7 Alleged Unauthorized Transfer of Funds – Bank of Bangladesh

In February 2016, four allegedly unauthorized fund transfers were wired to four accounts with
the Bank from Bangladesh Bank‟s account with the Federal Reserve Bank of New York
(“FRBNY”), before being further dispersed to other accounts with other banks and casinos. In
August 2016, the Monetary Board approved the imposition of a P1,000 fine upon the Bank
which it paid in full. Such fine was fully recognized as part of miscellaneous expenses in the
Bank‟s 2016 AFS. The Bank‟s payment of the penalty did not affect its ability to perform its
existing obligations or unduly hamper its operations.

U.S. Litigation relating to the Bangladesh Bank Incident

On January 31, 2019, Bangladesh Bank filed a complaint with the U.S. District Court Southern
District of New York (“SDNY”) against the Bank, some of its current/former officers who were
involved in the incident, a money service business/its principals, junket operators, and the
casinos where the questioned funds passed through, alleging they conspired with North Korean
hackers to steal funds from its FRBNY bank account. The complaint cited nine (9) causes of
action and sought the return of the full amount allegedly stolen, plus interest, attorney‟s fees, and
other damages, including treble damages under the Federal Racketeer Influence and Corrupt
Organizations (“RICO”) Act.

The Bank sought the dismissal of the case on both procedural and substantive grounds, including
(a) forum non conveniens; (b) the failure of the Complaint to plead a legitimate basis for Federal
court jurisdiction; and (c) lack of subject matter jurisdiction. On March 20, 2020 (NY Time), the
U.S. District Court SDNY dismissed the complaint filed by Bangladesh Bank, ruling that the
Complaint failed to plead all the elements of a claim under the RICO Act. The U.S. District
Court SDNY then declined to retain any supplemental jurisdiction over the related state-law
claims.

After initially appealing to the United States Court of Appeals and requesting that it be allowed to
submit its opening brief, Bangladesh Bank withdrew its appeal.

On May 27, 2020 (NY Time), Bangladesh Bank initiated another Complaint against the Bank/the
same other defendants before the New York State Court and the Bangladesh Bank was given
until April 7, 2021 to serve summons and the new Complaint in accordance with the Hague
Convention. On January 11, 2021, the Bank received a Notice from the Regional Trial Court of
Makati City, together with the attached copies of the Summons and Complaint filed by
Bangladesh Bank before the New York State Court. On February 8, 2021, counsel of the Bank
filed a motion to dismiss the complaint based on lack of personal jurisdiction, that the case
should be dismissed on forum non conveniens grounds, and for failure to state a claim.

On January 11, 2021, the Bank received a Notice from the Regional Trial Court of Makati City,
together with the attached copies of the Summons and the Complaint filed by Bangladesh Bank
before the New York State Court. On February 8, 2021, the Bank timely filed its Memorandum
of Law in Support of its Motion to Dismiss, principally citing (a) New York‟s lack of personal
jurisdiction over the Bank; (b) the impropriety of New York as a forum, given the ongoing
Philippine proceedings relating to the case and the location of material witnesses/evidence; and
(c) the untenable nature of the fraud charge against the Bank due to the lack of any fiduciary duty
to disclose information on the RCBC accounts. Bangladesh Bank filed its Opposition to the
Bank‟s Motion to Dismiss on March 5, 2021 (NY Time), and the Bank has since filed its Reply
on March 29, 2021 (NY Time).

Philippine Litigation relating to the Bangladesh Bank Incident

On March 6, 2019, the Bank/the former National Sales Director (“NSD”) filed a complaint for
Injunction and Damages against Bangladesh Bank with the Makati Trial Court.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 27

Bangladesh Bank disputed the propriety of the service of summons and refused to formally
submit to the jurisdiction of the Makati Trial Court and to participate in any of the mediation
conferences held.

The Makati Trial Court has since ruled that Bangladesh Bank‟s claim of immunity from suit
cannot be sustained in view of the power to sue/be sued in its own Charter document, and the
valid service of summons to Bangladesh Bank. The Makati Trial Court likewise struck down
Bangladesh Bank‟s claim of forum-shopping.

The Makati Trial Court has since reset the hearing several times, principally due to the continuing
absence of the counsel for Bangladesh Bank. After being required to give a short briefing on
their respective positions during the November 24, 2020 status hearing, the counsel for
Bangladesh Bank filed a Manifestation (re: Authority of Counsel) dated December 11, 2020,
alleging that (a) his client is supposedly different from the named defendant in the case, and (b)
he has no authority to act any further therein. The Bank has since filed a Motion to Declare
Defendant in Default dated December 22, 2020.

In an abrupt turn-around, the counsel for Bangladesh Bank belatedly filed a Motion to Dismiss
dated January 27, 2021, but cited the same stale grounds struck-down by the Makati Trial Court.
In its Consolidated Comment/Opposition, the Bank pointed this out and emphasized, among
others, that (a) the civil (not criminal) nature of the case negates any territorial consideration; (b)
defamatory utterances do not fall automatically within the ambit of protected speech; and (c) the
U.S case cited relative to the forum-shopping charge has been dismissed. Both Motions to declare
Bangladesh Bank in default, and dismiss the case, remain pending.

Specific Litigation involving the Bank’s Officers

The Anti-Money Laundering Council of the Philippines (“AMLC”) initiated a second criminal
complaint against five (5) current/former officers of the Bank for alleged violation of Section 4(f)
of R.A. No. 9160, as amended, premised on their alleged failure to perform an act, which
purportedly facilitated the money-laundering of US$81. Acting on the complaint, the Department
of Justice found probable cause and filed the corresponding Information with the Regional Trial
Court of Makati City (“Makati Trial Court”).

On December 26, 2019, the Makati Trial Court granted the Demurrer to Evidence of three (3) of
the current/former bank officers, and dismissed the case against them, principally citing their
non-participation in the opening of the beneficiary accounts/validation of the remittances and
Philippine jurisprudence prohibiting banks from unilaterally freezing accounts after the credit of
the funds. The Makati Trial Court, however, held for further trial the former Senior Customer
Relationship Office (“SCRO”) and the former Customer Relationship Head (“CSH”) of the
Makati Jupiter Business Center (“Makati Jupiter BC”) directing them to present their evidence.

The Prosecution and the former SCRO filed their respective Motion for Reconsideration. The
Prosecution principally argued that the failure of the three (3) current/former bank officers to
conduct EDD facilitated the alleged money-laundering. The former SCRO, on the other hand,
argued that the evidence against her is hearsay, and that the rationale for the dismissal of the
charge against the three (3) other current/former officers is applicable to her.

On March 11, 2020, the Makati Trial Court denied the Prosecution‟s Motion for Reconsideration
on the acquittal of the three (3) current/former bank officers. The Prosecution appealed the
Order of Denial of its Motion for Reconsideration with the Court of Appeals.

On July 2, 2020, the Prosecution sought the inhibition of the Acting Presiding Judge. This,
however, became moot upon the latter‟s transfer to another Branch. The Petition for Review on
the Judge‟s assailed Order, however, remains pending in the Court of Appeals.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 28

 On March 8, 2021, the Makati Trial Court promulgated the Judgment (a) acquitting the former
CSH of the Makati Jupiter BC, for failure of the Prosecution to prove his guilt beyond reasonable
doubt; and (b) finding the former SCRO guilty beyond reasonable doubt of the offense charged,
and sentencing her to suffer imprisonment of four (4) to five (5) years, and directing her to pay a
fine of P1.5 Million. The former SCRO was granted provisional liberty pending appeal.

Acting on the criminal complaints filed by the Bank and the Centurytex Trading account owner
in connection with the unauthorized acts/transactions relating to the money-laundering of US$81
Million, the Office of the City Prosecutor of Makati City found probable cause to charge former
Branch Manager Maia Deguito (“BM Deguito”) and the former SCRO with several counts of
falsification of commercial document and perjury, respectively, before the Metropolitan Trial
Court of Makati City (“Makati MTC”).

On account of the death of the Centurytex Trading account owner, the Prosecution in the
falsification of commercial document cases sought to present the bank teller who processed the
questioned transactions in 2016, which former BM Deguito opposed. In a Resolution dated
February 28, 2020, the Makati MTC denied the Prosecution‟s motion to present the testimony of
the bank teller; and directed the Heirs of the Centurytex Trading account owner to present their
evidence. The Prosecution filed its Motion for Reconsideration, arguing that it should be allowed
to present additional witnesses in the interest of greater Justice. To date, the incident remains
unresolved, and the hearing in this case has been further reset to May 4, 2021.

The trial before the Makati MTC hearing the perjury case against the former SCRO, which
grounded to a halt due to the COVID-19 pandemic, resumed on February 18, 2021 with the
presentation of the Internal Auditor who conducted the investigation/audit of the Makati Jupiter
Business Center. The Prosecution then rested its case and filed its Formal Offer of Evidence on
March 5, 2021. The presentation of evidence for the former SCRO is tentatively set on June 17,
2021, and August 12 and 26, 2021, all at 9:00 a.m., and all via videoconferencing.

The Bank has several petitions for review currently pending in relation to actions that it has
initiated against former Bank employees in relation to the Bangladesh Bank incident. There are
no known trends, demands, and commitments, events, or uncertainties that will have a material
impact on the Bank‟s operational performance and ability to service obligations.

Except for the above-mentioned proceedings, the Bank is not aware of any suits and claims by or
against it or its subsidiaries, which if decided adversely, would have a material effect on its
financial position or operating results.

13. OTHER MATTERS

13.1 Continuing Impact of COVID-19

In December 2019, COVID-19 was reported to have surfaced in China. The World Health
Organization has declared the outbreak as a „public health emergency of international concern‟.
COVID-19 started to become widespread in the Philippines in early March 2020 causing the
government to declare the country in a state of public health emergency followed by
implementation of ECQ and social distancing measures and restrictions within the Luzon area
with other cities and provinces in the country enacting similar measures thereafter. This resulted
in a wide-ranging business suspension – disrupting the supply chains, affecting production and
sales across a range of industries, and weakening the stock market. While the disruption is
currently expected to be temporary, management expects the suspension of businesses to
negatively impact the Group‟s financial condition and results of operations.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 29

On March 23, 2020, BAHO Act was signed into law declaring a national health emergency
throughout the Philippines as a result of the COVID-19 crisis. The implementation of Section
4(aa) of said law has directed banks and other private and government financial institutions to
implement a minimum thirty (30)-day grace period on all loans with principal and interests falling
due within the period of the Enhanced Community Quarantine (ECQ), which started on March
17, 2020 up to April 30, 2020, which was extended until May 31, 2020, without incurring interest,
penalties, fees or other charges. On September 11, 2020, BARO Act was signed into law which
directed banks and other private and government financial institutions particularly under Section
4 (uu) the grant of one-time sixty (60)-day grace period for payments and/or maturity periods of
all existing, current and outstanding loans as of September 15, 2020, falling due, or any part
thereof, on or before December 31, 2020, without incurring interest on interests, penalties, fees
or other charges, thereby extending the maturity of the said loans, subject to compliance with
regulatory requirements.

The Group has continued to operate and provide banking services to its customers since the
imposition of ECQ in the Philippines commencing in mid-March 2020. To safeguard employee
health and well-being, the Group activated its business continuity plan (BCP) and implemented
precautionary workplace measures such as work from home arrangements and skeletal work
force. The Group‟s BCP has back-up sites for critical functions such as client servicing, trading
and treasury operations and information technology. Key personnel have also been identified to
facilitate both critical and non-critical units and senior management have been spread across
different sites to ensure banking operations continue even in the event of a severe business
interruption such as when one site becomes contaminated. Meanwhile, information campaigns
on health preparedness and preventive measures are being applied by the Group to fight the
spread of the virus.

These measures include travel restrictions, controlled entry designated points equipped with
thermal scanners and personal disinfectants and protocols on visitors, meetings and events.
Management believes that these measures can mitigate the further negative impact of the
outbreak to the Group‟s business and to its financial condition and performance.

The Group has been able to keep approximately 50-60% of its branches open during the early
part of the community quarantine in mid-March 2020, and around 40-50% in April and May,
with a skeletal workforce and corresponding adjustments in banking hours and cut-off times
similar to adjustments instituted by the BSP and Bankers Association of the Philippines. By end-
September 2020, the Group has kept about 98% of its branches open. Among the steps taken to
address its customers‟ needs during the COVID-19 outbreak, the Group has (i) ensured cash
availability at its ATMs and branches and (ii) extended loan payments for corporate and
consumer loans for 60 days and waived fees on electronic and similar forms of payments for its
clients. The Group has also encouraged its customers to use its online and mobile banking
services to pay bills, send money, as well as use ATMs and cash acceptance machines as an
alternative to branch banking. The Group also did not experience massive withdrawals from its
depositors as the deposit liabilities still increased during the ECQ period.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 30

Further, the Group focused on supporting customers who are experiencing and about to
experience financial difficulties as a result of the COVID-19 global pandemic and has offered a
range of financial assistance measures including temporary loan repayment deferrals (principal
and/or interest) through its COVID-19 Assistance and Recovery Enhancement (CARE)
Program. In accordance with regulatory guidance, the Group also implemented mandatory
payment holidays to all eligible loans. The Group‟s CARE Program is primarily designed to
provide financial assistance to customers by way of extended repayment plans. The assistance
would help get the customer back into the habit of paying based on amounts they can afford.
Albeit using tighter credit underwriting parameters, the Group continued its lending activities
including on-boarding of new customer for both wholesale and consumer lending. Despite these
challenges, cash flow remained stable given the growth in deposits and with some clients still
opting to continue their amortization payments despite the loan payment moratorium provided
for under the BAHO Act and BARO Act.

In 2021, the Group expects the general business environment to improve as quarantine
restrictions ease and vaccination programs develop. Further, volume of transactions is expected
to increase through customer acquisition to be driven by Data Science and Digital Marketing.
While economic recovery is expected, the Group will stay focused on keeping efficient operations
as it embarks on transformation projects such as: (1) fully automated KYC process and (2)
enhanced credit and control systems. These activities include various business process re-
engineering exercises such as process reviews and digital enhancements that support efficiency,
lower cost of transaction and reduced costs in product delivery. The Group expects these
exercises to be completed during the year.

The Group set aside provisions amounting to P936 during the first quarter of 2021, which
considers the continuing disruptive economic impact of the COVID-19 pandemic and the re-
imposition of ECQ that may lead to increased delinquencies due to the disruption in business
activities, tightness in corporate liquidity, lower consumption levels, and expected contraction in
gross GDP in the early part of the year.. The Group‟s total CAR and CET1 ratio as of end
March 31, 2021 were 15.31% and 11.99%, respectively, and above the required minimum ratio of
10%.

13.2 Corporate Recovery and Tax Incentives for Enterprises Act (CREATE Law)

On March 26, 2021, R.A. No. 11534, CREATE Law, amending certain provisions of the
National Internal Revenue Code of 1997, as amended, was signed into law and took effect on
April 11, 2021. The following are the major changes brought about by the CREATE Law that
are relevant to the Bank:

a. regular corporate income tax rate is decreased from 30% to 25% starting July 1, 2020;
b. minimum corporate income tax rate is decreased from 2% to 1% starting July 1, 2020 until
June 30, 2023;
c. the imposition of 10% tax on improperly accumulated retained earnings is repealed; and, the
allowable deduction for interest expense is reduced by 20% (from 33%) of the interest income
subjected to final tax.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 31

ADDITIONAL DISCLOSURES TO ITEM I – FINANCIAL STATEMENTS

Statement of Compliance with Generally Accepted Accounting Principles. The interim financial
statements of the Bank have been prepared in accordance with the Philippine Financial Reporting
Standards (PFRS).

See accompanying Notes to Interim Financial Statements for the detailed discussion of compliance with
Generally Accepted Accounting Principles.

Accounting Policies and Methods of Computation. See accompanying Notes to Interim Financial
Statements for the detailed discussion of the accounting policies and methods of computation (Note 2).

Seasonality or Cyclicality of Interim Operations. Seasonal or cyclical events and/or conditions do

not materially affect the year-round operations of the Bank.

Changes in Estimates of Amounts Reported. There were no changes in estimates of amounts

reported in prior interim periods of the current financial year or in estimates of amounts reported in prior
financial years.

Issuances, Repurchases and Repayments of Debt and Equity Securities. On March 31, 2021, the
Bank raised Php17.873 billion through the issuance of the 2.5-year and 5.25-year fixed rate ASEAN
Sustainability Peso Bond Offering. The bonds carry a fixed coupon rate of 3.2% and 4.18% per annum
for the 2.5-year and 5.25-year tenor, respectively.

On February 2, 2021, the Bank redeemed the USD320.0 million or Php15.367 billion Senior Notes with
coupon rate of 3.45%.

Dividends Paid for Ordinary or Other Shares. In its meeting held on February 22, 2021 the Board of
Directors approved the declaration and payment of cash dividends amounting to P0.0560 per share or a
total of approximately P15.0 thousand payable to holders of Preferred Class shares and paid on March 31,
2021.

In its meeting held on February 22, 2021 the Board of Directors approved the declaration and payment
of the first semi-annual cash dividends on the Bank‟s USD300 million Non-cumulative Hybrid Perpetual
Securities at a dividend rate of 6.50% per annum or a total of USD9.75 million or approximately
P472,397 thousand payable to holders of said Securities, which was paid on February 26, 2021.

In its meeting held on December 1, 2020, the Board of Directors approved the declaration and payment
of cash dividends amounting to P0.0563 per share or a total of approximately P15.0 thousand payable to
holders of Preferred Class shares and paid on January 7, 2021.

In its meeting held on September 1, 2020, the Board of Directors approved the declaration and payment
of cash dividends amounting to P0.0589 per share or a total of approximately P16.0 thousand payable to
holders of Preferred Class shares and paid on September 24, 2020.

In its meeting held on May 26, 2020, the Board of Directors approved the declaration and payment of
cash dividends amounting to P0.556 per share or a total of approximately P1.076 billion payable to
holders of Common Class shares and a total of approximately P149.0 thousand payable to holders of
Preferred Class shares, both were paid on June 24, 2020.

In its meeting held on May 26, 2020, the Board of Directors approved the declaration and payment of
cash dividends amounting to P0.0808 per share or a total of approximately P22.0 thousand payable to
holders of Preferred Class shares and paid on June 24, 2020.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 32

In its meeting held on February 24, 2020, the Board of Directors approved the declaration and payment
of cash dividends amounting to P0.0993 per share or a total of approximately P27.0 thousand payable to
holders of Preferred Class shares and paid on April 1, 2020.

The details of the cash dividend approvals and distributions from 2020 up to March 31, 2021 are as
follows (amounts in Thousand Php except per share figures):

Dividend
Date Date Paid /
Nature of Securities
Declared Total Amount Payable
Per Share
(in Thousand)
24-Feb-20 P 0.0993 P 27 1-Apr-20 Convertible Preferred Stock
26-May-20 P 0.0808 P 22 24-Jun-20 Convertible Preferred Stock
26-May-20 P 0.5560 P 1,076,210 24-Jun-20 Common Stock
26-May-20 P 0.5560 P 149 24-Jun-20 Convertible Preferred Stock
1-Sep-20 P 0.0589 P 16 24-Sep-20 Convertible Preferred Stock
1-Dec-20 P 0.0563 P 15 7-Jan-21 Convertible Preferred Stock
22-Feb-21 Not Applicable P 472,397 26-Feb-21 Hybrid Perpetual Securities
22-Feb-21 P 0.0560 P 15 31-Mar-21 Convertible Preferred Stock

Note: In 2015, the BSP, through the monetary board, approved the liberalized rules for banks and quasi-banks on dividend declaration. The policy
requires that dividend declaration be immediately recognized as a liability upon the approval of the BOD and that it be disclosed in the statement of
changes in equity. Further, prior BSP approval is no longer required except for certain cases.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 33

Segment Information. The following table presents revenues and expenses of the Group that are
directly attributable to primary business segments and secondary information (by geographical locations)
for the period ended March 31, 2021 (in millions).

RESULTS OF OPERATIONS

Retail Corporate SME Treasury

Primary Others Total
Banking Banking Banking /Trust
Net Interest Income 3,536 2,353 1,036 541 (1,001) 6,465
Non-Interest Income 1,654 605 39 189 (639) 1,848
Total Income 5,190 2,959 1,076 730 (1,641) 8,313
Non-Interest Expense 4,422 861 (167) 142 1,369 6,627
Income (Loss) before Tax 768 2,098 1,243 588 (3,010) 1,686
Income Tax Expense 508 20 - 73 (495) 106
Net Income (Loss) 260 2,078 1,243 515 (2,515) 1,580

Total Assets 12,976 249,435 69,571 212,122 256,692 800,796

Total Liabilities 373,882 213,409 78,364 18,260 14,407 698,322

Depreciation and Amortization 228 165 6 13 384 796

Secondary Philippines Asia and Europe Total

Total Income 10,277 4 10,281

Total Expense 8,696 5 8,701
Net Income (Loss) 1,581 (1) 1,580

Total Assets 800,687 109 800,796

Total Liabilities 698,319 3 698,322

Depreciation and Amortization 796 - 796

Material Events Subsequent to the End of the Interim Period Not Reflected in the Financial
Statements. In its meeting held on April 26, 2021, the Board of Directors approved the declaration and
payment of cash dividends amounting to P0.485 per share or a total of approximately P938,780 thousand
and P130.0 thousand payable to holders of Common Class and Preferred Class shares, respectively, both
payable within (10) trading days from record date.

See accompanying Notes to Interim Financial Statements for the detailed discussion on the material
events subsequent to the end of the interim period not reflected in the financial statements (Note 13).

Changes in Composition of the Issuer During the Interim Period and Material Contingencies
and Any Other Events or Transactions. There were no material changes in composition of the issuer
during the interim period and material contingencies and any other events or transactions.

Changes in Contingent Liabilities or Contingent Assets. There were no material changes in

contingent liabilities or contingent assets since the last annual balance sheet date.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 34

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Financial Performance

RIZAL COMMERCIAL BANKING CORPORATION AND SUBSIDIARIES

Consolidated Parent
Unaudited Audited Unaudited Audited
31-Mar-21 31-Dec-20 31-Mar-21 31-Dec-20
Return on Average Assets (ROA)* 1/ 0.82% 0.68% 0.83% 0.69%
Return on Average Equity (ROE)* 2/ 6.23% 5.54% 6.24% 5.55%
Risk-based Capital Adequacy Ratio (CAR) 15.31% 16.14% 15.00% 15.86%
Common Equity Tier 1 Ratio 11.99% 12.64% 11.60% 12.28%
Non-Performing Loans (NPL) Ratio 3/ 3.15% 2.94% 3.06% 2.83%
Non-Performing Assets (NPA) Ratio 4/ 2.82% 2.78% 2.75% 2.70%
Net Interest Margin (NIM)* 4.00% 4.31% 4.00% 4.30%
Cost-to-Income Ratio 68.47% 58.15% 68.18% 57.80%
Loans-to-Deposit Ratio 5/ 85.60% 85.21% 84.10% 83.59%
Current Ratio 0.70 0.78 0.70 0.78
Liquid Assets-to-Total Assets Ratio 0.23 0.27 0.23 0.27
Debt-to-Equity Ratio 6.81 6.62 6.73 6.53
Asset-to-Equity Ratio 7.81 7.62 7.73 7.53
Asset-to-Liability Ratio 1.15 1.15 1.15 1.15
Interest Rate Coverage Ratio 1.86 1.61 1.87 1.64
Earnings per share (EPS)* 6/
Basic PHP 2.81 PHP 2.43 PHP 2.81 PHP 2.43
Diluted PHP 2.81 PHP 2.43 PHP 2.81 PHP 2.43
* March 31, 2021 ratios/amounts were annualized

1/ - Average assets for the consolidated and parent ratios were computed based on the 3-month average of end of month
balances of total assets. Unaudited net income for the 3-month period ended March 31, 2021 in the amount of P1.580 billion
represented the consolidated and parent.

2/ - Average equity for the consolidated and parent ratios were, likewise, computed based on the 3-month average of end of
month balances. Unaudited net income for the 3-month period ended March 31, 2021 in the amount of P1.343 billion
represented the consolidated and parent, net of dividends on Hybrid Perpetual Securities.

3/ - NPL ratio is determined by using the following formula: (Total NPLs net of total specific provision for losses of NPLs) / (Total gross
loan portfolio).

4/ - NPA ratio is determined by using the following formula: (Net NPLs + Gross ROPA + Non-performing SCR) / Gross Total
Assets.

5/- Excluding Interbank Loans

6/ - Total weighted average number of issued and outstanding common shares (diluted) were 1,935,686,881 shares as of March
31, 2021 and 1,935,686,818 shares as of December 31, 2020. The determined net income was net of dividends on Hybrid Capital
Securities.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 35

Performance Indicators for Wholly-Owned/Majority Owned Subsidiaries

RIZAL MICROBANK Unaudited Audited

In Php 000s 31-Mar-21 31-Dec-20
Net Income (Loss) Php 4,573 Php (88,981)
Return on Average Assets (ROA)* 1.18% -4.85%
Return on Average Equity (ROE)* 3.75% -15.73%
Risk-based Capital Adequacy Ratio (CAR) 29.66% 30.67%
Non-Performing Loans (NPL) Ratio 3.26% 1.89%
Non-Performing Assets (NPA) Ratio 3.62% 2.86%
Earnings (Loss) per Share (EPS) Php 1.65 Php (7.90)

RCBC CAPITAL CORPORATION and Subsidiaries Unaudited Audited

In Php 000s 31-Mar-21 31-Dec-20
Net Income Php 65,750 Php 160,673
Return on Average Assets (ROA)* 6.09% 3.50%
Return on Average Equity (ROE)* 8.23% 4.61%
Risk-based Capital Adequacy Ratio (CAR) 42.15% 39.91%
Non-Performing Loans (NPL) Ratio 0.00% -
Non-Performing Assets (NPA) Ratio 0.04% 0.03%
Earnings per Share (EPS) Php 2.26 Php 1.36

RCBC FOREX BROKERS CORPORATION Unaudited Audited

In Php 000s 31-Mar-21 31-Dec-20
Net Income Php 516 Php 5,503
Return on Average Assets (ROA)* 1.23% 3.15%
Return on Average Equity (ROE)* 1.30% 3.30%
Capital to Total Assets 94.80% 92.09%
Non-Performing Loans (NPL) Ratio 0.00% 0.00%
Non-Performing Assets (NPA) Ratio 0.00% 0.00%
Loss per Share (EPS)** Php (43.82) Php (37.12)
** Net of 12% dividend on preferred shares of P12.00 per share

RCBC INTERNATIONAL FINANCE, LTD. and Subsidiary Unaudited Audited

In Php 000s 31-Mar-21 31-Dec-20
Net Loss Php (1,558) Php (9,101)
Return on Average Assets (ROA)* -5.72% -7.85%
Return on Average Equity (ROE)* -5.93% -7.83%
Capital to Total Assets 97.14% 103.20%
Non-Performing Loans (NPL) Ratio 0.00% 0.00%
Non-Performing Assets (NPA) Ratio 0.00% 0.00%
Loss per Share (EPS) Php (2.53) Php (3.64)
* March 31, 2021 ratios/amounts were annualized

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 36

RCBC TELEMONEY EUROPE S.P.A Unaudited Audited
In Php 000s 31-Mar-21 31-Dec-20
Net Income Php 0.00 Php 0.00
Return on Average Assets (ROA)* 0.00% 0.00%
Return on Average Equity (ROE)* 0.00% 0.00%
Capital to Total Assets -158.46% -158.46%
Non-Performing Loans (NPL) Ratio 0.00% 0.00%
Non-Performing Assets (NPA) Ratio 0.00% 0.00%
Earnings per Share (EPS) Php 0.00 Php 0.00
*In the process of liquidation

RCBC-JPL HOLDING COMPANY, INC. (Formerly JP

Laurel Bank, Inc.)
Unaudited Audited
In Php 000s 31-Mar-21 31-Dec-20
Net Income (Loss) Php (1,222) Php 2,276
Return on Average Assets (ROA)* -3.17% 1.40%
Return on Average Equity (ROE)* 4.42% -2.01%
Capital to Total Assets -71.58% -72.57%
Non-Performing Loans (NPL) Ratio 0.00% 0.00%
Non-Performing Assets (NPA) Ratio 0.00% 0.00%
Earnings (Loss) per Share (EPS) Php (0.03) Php 0.01

NIYOG PROPERTY HOLDINGS, INC. Unaudited Audited

In Php 000s 31-Mar-21 31-Dec-20
Net Income Php 2,696 Php 13,695
Return on Average Assets (ROA)* 1.95% 2.30%
Return on Average Equity (ROE)* 2.05% 2.42%
Capital to Total Assets 94.89% 93.07%
Non-Performing Loans (NPL) Ratio 0.00% 0.00%
Non-Performing Assets (NPA) Ratio 0.00% 0.00%
Earnings per Share (EPS) Php 7.86 Php 9.85

RCBC LEASING AND FINANCE CORP. and Subsidiary Unaudited Audited

In Php 000s 31-Mar-21 31-Dec-20
Net Income (Loss) Php 46,628 Php (61,919)
Return on Average Assets (ROA)* 1.58% -0.51%
Return on Average Equity (ROE)* 8.72% -2.85%
Capital to Total Assets 18.38% 17.87%
Non-Performing Loans (NPL) Ratio 9.93% 11.20%
Non-Performing Assets (NPA) Ratio 6.77% 7.17%
Earnings (Loss) per Share (EPS) Php 0.13 Php (0.04)
* March 31, 2021 ratios/amounts were annualized

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 37

CAJEL REALTY CORPORATION Unaudited Audited
In Php 000s 31-Mar-21 31-Dec-20
Net Loss Php (83) Php (119)
Return on Average Assets (ROA)* -0.60% -0.21%
Return on Average Equity (ROE)* -0.60% -0.21%
Capital to Total Assets 99.98% 100.00%
Non-Performing Loans (NPL) Ratio 0.00% 0.00%
Non-Performing Assets (NPA) Ratio 0.00% 0.00%
Loss per Share (EPS) Php (0.01) Php (0.20)
* March 31, 2021 ratios/amounts were annualized

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 38

STATEMENT OF CONDITION: 31 March 2021 vs. 31 December 2020

RCBC‟s Total Assets stood at P800.796 billion.

Cash and other Cash Items decreased by 19.29% or P3.187 billion from P16.520 billion to P13.333 billion
due to the decline in cash on hand and cash in ATMs as of period-end due to high level in December to
service the expected high volume of withdrawals during the holidays.

Due from BSP increased by 7.09% or P8.183 billion from P115.467 billion to P123.650 billion
attributable to the P35.0 billion increases in level of Term deposits with BSP, net of the P28.3 billion
decrease in Overnight deposits.

Due from Other Banks decreased by 19.59% or P3.076 billion from P15.707 billion to P12.631 billion,
mainly due to decrease in foreign bank placements as a net result of servicing the matured obligations of
the Bank.

Loans under Reverse Repurchase Agreement increased by 13.37% or P1.786 billion from P13.356
billion to P15.142 billion due to higher placements with the BSP.

Total Investment Securities, representing 14.54% of Total Resources, increased by 32.18% or P28.335
billion from P88.064 billion to P116.399 billion on account of the increase in Investment Securities at
Amortized Cost by 102.94% or P44.292 billion from P43.026 billion to P87.318 billion; Financial Assets
at FVOCI decreased by 41.01% or P16.465 billion from P40.150 billion to P23.685 billion. Financial
Assets at Fair Value Through Profit or Loss increased by 10.38% or P507.437 million from P4.888 billion
to P5.395 billion.

Loans and Receivables – net, were slightly lower by 0.78% or P3.825 billion from P491.284 billion to
P487.459 billion. It represented 60.87% of Total Resources.

Investment in Associates – net, decreased by 2.43% or P8.225 million from P339.0 million to P330.775
million.

Bank Premises, Furniture, Fixtures & Equipment – net, slightly decreased by 1.19% or P155.947 million
from P13.062 billion to P12.906 billion.

Investment Properties – net, declined by 3.37% or P125.716 million from P3.725 billion to P3.599 billion.

Deferred Tax Assets slightly increased by 1.22% or P37.183 million from P3.044 billion to P3.081 billion.

Other Resources – net, increased by 6.30% or P726.388 million from P11.538 billion to P12.264 billion
mainly attributable to the increase in non-current assets held for sale, computer software and prepaid
expenses.

Deposit Liabilities were recorded at P562.859 billion and represented 70.29% of Total Resources.
Demand deposits grew by 3.08% or P3.299 billion from P107.172 billion to P110.471 billion and
accounted for 13.80% of Total Resources. Savings deposits grew by 6.46% or P12.617 billion from
P195.164 billion to P207.781 billion and accounted for 25.95% of Total Resources. Time deposits
reached P244.607 billion, which grew by 4.78% or P11.155 billion from P233.452 billion and accounted
for 30.55% of Total Resources.

Bills Payable decreased by 25.07% or P3.302 billion from P13.167 billion to P9.865 billion primarily due
to maturities of foreign and local borrowings.

Bonds Payable increased by 3.20% or P2.897 billion from P90.439 billion to P93.336 billion.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 39

Accrued Taxes, Interest and Other Expenses decreased by 9.23% or P544.502 million from P5.900 billion
to P5.355 billion. The decrease was primarily due to payment of interest due on Bonds Payable, Time
deposits and payment of Philippine Deposit Insurance Corporation assessment.

Other Liabilities increased by 5.78% or P1.471 billion from P25.434 billion to P26.905 billion due to
increase in outstanding acceptances by P1.813 billion, net of decrease in accounts payable.

Total Liabilities stood at P698.322 billion and represented 87.20% of Total Resources.

Other Comprehensive Income slightly decreased by 0.44% or P9.033 million from P2.070 billion to
P2.079 billion.

Retained Earnings increased by 2.97% or P1.105 billion from P37.205 billion to P38.310 billion.

Total Capital Funds were recorded at P102.474 billion and accounted for 12.80% of Total Resources.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 40

INCOME STATEMENT: 31 March 2021 vs. 31 March 2020

Total interest income decreased by 11.53% or P1.098 billion from P9.531 billion to P8.432 billion and
accounted for 101.43% of total operating income. Interest income on loans and receivables went down
by 11.77% or P1.010 billion from P8.583 billion to P7.572 billion and accounted for 91.09% of total
operating income. The decrease was mainly due to the lower average yield on loans and receivables net of
the growth in average volume. Interest income on investment securities decreased by 23.0% or P179.363
million from P779.677 million to P600.314 million as a result of decline in average volume; it accounted
7.22% of total operating income. Other interest income, on the other hand, increased by 54.24% or
P91.349 million from P168.424 million to P259.722 million due to the increase in volume of Overnight
and Term deposits with the BSP.

Total interest expense went down by 38.75% or P1.245 billion from P3.212 billion to P1.967 billion and
accounted for 23.67% of total operating income. Interest expense on deposit liabilities decreased by
45.33% or P757.492 million from P1.671 billion to P913.427 million primarily due to lower average costs,
net of the increase in average volume of deposits; it represented 10.99% of total operating income.
Interest expense on bills payable and other borrowings decreased by 31.61% or P487.099 million from
P1.541 billion to P1.054 billion due to decline in average volume year-on-year.

As a result, net interest income increased by 2.31% or P146.113 million from P6.319 billion to P6.465
billion.

The Bank booked total impairment losses of P935.501 million, down by 41.57% or P665.587 million
from P1.601 billion in the same period last year due to lower provisioning on loans and credit card
receivables. It represented 11.25% of total operating income.

Other operating income decreased by 49.69% or P1.826 billion from last year‟s P3.674 billion now at
P1.848 billion. This accounted for 22.23% of total operating income, and is broken down as follows:

 Trading and securities gains and losses – net, decreased by 101.63% or P2.193 billion from
P2.157 billion gain to P35.267 million loss, largely attributable to lower realized trading gains
from sale of investment securities in 2021. It accounted for 0.42% of total operating income;
 Service fees and commissions increased by 49.36% or P441.231 million from P893.964 million to
P1.335 billion mainly due higher credit card fees and securities and brokering fees. It represented
16.06% of total operating income;
 Trust fees increased by 30.07% or P20.930 million from P69.594 million to P90.524 million due
to higher fees as a result of higher volume on unit investment trust funds and investment
management account products;
 Foreign exchange gains – net, decreased by 83.08% or P228.436 million from P274.970 million
to P46.534 million. This was primarily due to lower foreign exchange gains during the period;
 Miscellaneous income increased by 47.69% or P132.853 million from P278.579 million to
P411.432 million largely due to higher gain on sale of acquired assets and higher rental income
from the Bank‟s leasing and finance subsidiary.

Operating expenses, which accounted for 68.47% of total operating income, slightly increased by 2.44%
or P135.668 million from P5.556 billion to P5.692 billion due to the following:

 Total Manpower costs decreased by 6.88% or P117.666 million from P1.711 billion to P1.593
billion as a result of the headcount and branch rationalization programs following the merger with
a subsidiary in the middle of 2019. It represented 19.16% of total operating income;
 Occupancy and equipment-related expenses increased by 2.86% or P20.092 million from
P702.452 million to P722.545 million. It represented 8.69% of total operating income;

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 41

  Taxes and licenses, which accounted for 9.47% of total operating income, slightly decreased by
1.74% or P13.902 million from P801.123 million to P787.221 million.
 Depreciation and amortization was recorded at P796.289 million, up by 12.37% or P87.661
million from P708.628 million largely due to higher depreciation of office equipment and ROPAs.
It represented 9.58% of total operating income;
 Miscellaneous expenses went up by 9.76% or P159.484 million to settle at P1.793 billion from
P1.633 billion mainly due to the increase in deposit insurance fees as a result of the growth in
deposit liabilities, higher service fees and higher litigation expenses on consumer loans. It
accounted for 21.56% of total operating income.

Tax expense decreased by 79.95% or P421.711 million from P527.466 million to P105.754 million due to
the combined effects of lower taxable income year-on-year and the implementation of Corporate
Recovery and Tax Incentives for Enterprises Act Law reducing the corporate income tax rate by 5%
effective July 1, 2020.

Net profit attributable to non-controlling interest settled at P260.3 thousand.

Overall, net income decreased by 31.55% or P728.288 million from P2.308 billion to P1.580 billion.

There were no significant elements of income or loss that did not arise from the Bank‟s continuing
operations.

Commitments and Contingent Liabilities

See accompanying Notes to FS for the detailed discussion of Commitments and Contingent Liabilities
and the summary of contingencies and commitments arising from off-balance sheet items and their
equivalent peso contractual amounts (Note 12).

There are also no known trends, events or uncertainties that have had or that are reasonably expected to
have a material favorable or unfavorable impact on net sales/revenues/income from continuing
operations.

There were no material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the company with unconsolidated entities or other persons created
during the reporting period.

Similarly, there were no significant elements of income or loss that did not arise from the Bank‟s
continuing operations.

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 42

 SIGNATURES

Pursuant to the requirements of the Securities Regulation Code, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.

Issuer RIZAL COMMERCIAL BANKING CORPORATION

Date May 11, 2021

EUGENE S. ACEVEDO
President & CEO

FLORENTINO M. MADONZA
FSVP, Head-Controllership Group

MA. CHRISTINA P. ALVAREZ

FSVP, Head-Corporate Planning Group

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 43

RIZAL COMMERCIAL BANKING CORPORATION
Aging of Other Receivables
As of March 31, 2021
(Amounts in Millions of Philippine Pesos)

1 - 90 91 - 180 181 - 1 Over 1

Total Allowance Net
days days year year

Accounts Receivable 1,595 214 138 936 2,883 1,172 1,711

Rizal Commercial Banking Corporation: March 2021 SEC Form 17-Q 44

ANNEX C
 RIZAL COMMERCIAL BANKING CORPORATION
Minutes of the Annual Stockholders’ Meeting

Date : 27 July 2020

Time : 4:00 PM

Place : Virtual Meeting https://www.rcbc.com/ASM2020

Pursuant to notices served to all stockholders, the Annual Stockholders’ Meeting of

Rizal Commercial Banking Corporation (the ―Bank‖) was held on July 27, 2020 at 4:00 PM
and conducted virtually via https://www.rcbc.com/ASM2020 in view of the COVID-19
pandemic.

Chairperson H. Y. Dee presided over the meeting, while the Corporate Secretary,
Atty. George Gilbert G. dela Cuesta, recorded the proceedings. Calling the meeting to order,
Chairperson H. Y. Dee welcomed the shareholders and explained that the meeting is being
held in a virtual format due to the current pandemic. She introduced those who are joining
her in the meeting, Mr. Eugene Acevedo, President and CEO, Mr. Cesar E.A. Virata, Vice-
Chairperson, and Atty. dela Cuesta, Corporate Secretary. Thereafter, the Chairperson asked
the Corporate Secretary whether proper notice of the meeting was sent to each stockholder of
record and whether there was quorum for the transaction of business.

I. Proof of Notice — The Corporate Secretary explained that notices for the
meeting were duly served to all stockholders of record in three ways (a) by posting on the
Bank’s website, (b) by disclosure in the Philippine Stock Exchange, and (c) by publication
for two (2) consecutive days on June 30, 2020 and July 01, 2020, in the business section of
two newspapers of general circulation, namely The Philippines Star and Manila Bulletin, in
accordance with the Bank’s By-Laws, the Revised Corporation Code, and the applicable SEC
Rules and Circulars.

II. Quorum — The Corporate Secretary reported that there were present
stockholders owning a total of 1,545,912,855 common and preferred shares representing
79.86% of the total outstanding common and preferred shares entitled to vote.

In view of the foregoing, the Corporate Secretary certified the presence of a quorum.

All the members of the Board of Directors and other officers of the Bank and
representatives of Punongbayan & Araullo were in attendance through the live webcast.

The list of stockholders who were present, and the list of directors and officers of the
Bank present, are hereto attached as Annexes ―A‖ and ―B‖ and made integral part of the
record.

Having been ascertained of the presence of a quorum, the Chairperson declared the
agenda open for deliberation.

III. Instructions on Rules of Conduct and Procedures — The Chairperson

explained that the meeting is being held in a virtual format due to the government regulations
that prevented people from conducting in-person meetings and thus, in lieu thereof, the Bank
strived to provide the shareholders the opportunity to participate in the meeting to the same
extent possible as in an in-person meeting.
 Minutes of the Annual Stockholders’ Meeting
Rizal Commercial Banking Corporation
July 27, 2020

The Corporate Secretary reported that the rules of conduct and voting procedures are
set forth in the Definitive Information Statement and in the Explanation of Agenda Items,
which forms part of the Notice of the Annual Stockholders’ Meeting. He highlighted the
following points:

1. Only Stockholders who notified the Bank by email at RCBC-ASM-

[email protected] until 5:00 pm of July 19, 2020 and who duly registered by email are allowed
to access the virtual meeting at https://www.rcbc.com/ASM2020.

2. Only those who registered were allowed to send their questions or comments
on the agenda items to [email protected]. And only those questions the Bank
received by 5:00 pm of July 24, 2020 were considered for the open forum at the
stockholders’ meeting.

3. The Bank will reply by email to questions and comments it received, if any,
after July 24 up to 4 p.m. of July 27, 2020.

4. As indicated in the ballot for the voting of shareholders, there are six
resolutions proposed for approval by the stockholders in the meeting. Each proposed
resolution will be shown on the screen as the same is being taken up.

5. Stockholders or their representative cast their votes on the proposed

resolutions by completing, dating, signing and emailing/sending the proxy form/ballot form
to the Bank via [email protected] together with the stockholder’s registration
mail by 5:00 P.M. of July 19, 2020. If the name of the proxy is not specified, the stockholder
shall be deemed as having appointed the Chairperson as proxy.

6. The Bank has tabulated the votes cast after the end of the proxy validation
process at 2 p.m. of July 20, 2020. Those votes are from stockholders representing
1,545,912,855 shares or 79.86% of the total outstanding shares.

The Bank has engaged an independent party, Punongbayan & Araullo, to count
and/or validate the votes of the meeting.

The Definitive Information Statement and the Explanation of Agenda Items also
provides that (1) only stockholders of record at close of business on June 30, 2020 will be
entitled to participate and vote at the meeting or any adjournment thereof; (2) only duly
registered stockholders shall be counted for purposes of quorum; and (3) where no specific
instruction is clearly indicated in any, some or all of the items specified in the proxy
form/ballot form, the vote shall be deemed as a vote ―FOR‖ with respect to proposal 1 to 6
(i.e., Items IV to VII and IX hereof) in the forms and ―FOR ALL‖ with respect to proposal 7
(i.e., Item VIII hereof) in the forms.

IV. Approval of the Minutes — The Chairperson explained that an electronic

copy of the minutes is available on the website of the Bank and attached as Annex E to the
Definitive Information Statement. The reading of the Minutes of the Annual Stockholders’
Meeting held on June 24, 2019 was dispensed with.

The Corporate Secretary then reported that Management is proposing the adoption of
Resolution No. 20-01 (as shown below) and that stockholders present representing
1,545,912,855 shares or 100.00% of the votes cast voted in favor of approval of the minutes
of the Annual Stockholders’ Meeting held on June 24, 2019. Accordingly, the following
resolution was approved:

Resolution No. 20-01

―BE IT RESOLVED, AS IT IS HEREBY IS

RESOLVED, That the stockholders hereby approve, confirm

Page 2
 Minutes of the Annual Stockholders’ Meeting
Rizal Commercial Banking Corporation
July 27, 2020

and ratify the Minutes of the Annual Stockholders’ Meeting

held on June 24, 2019, copies of which are posted on the
Bank’s website, and attached as Annex E to the Definitive
Information Statement.‖

V. Approval of the Annual Report and Audited Financial Statements for

2019 — The Annual Report and the 2019 audited financial statements of the Bank contained
therein, copies of which are available at the Bank’s website, the PSE Edge and which were
also attached to the Definitive Information Statement, were explained and submitted to the
stockholders for approval.

The Annual Report together with the Definitive Information Statement includes,
among others, the following matters: (a) an explanation of the dividend policy and dividend
payments; (b) material information on the current stockholders and their voting rights; and
(c) a detailed, descriptive and balanced assessment of the Bank’s performance. The duly
signed and certified Audited Financial Report also includes a statement on the adequacy of
the corporation’s internal controls or risk management systems, and a statement of all
external audit and non-audit fees.

The President and CEO, Mr. Eugene S. Acevedo, started his speech by saying that in
these trying times during the COVID-19 pandemic, the realty that being ―digital‖ is the only
option. He reported that RCBC has accelerated the country’s digital transformation. He
mentioned that RCBC entered this crisis with a healthy financial position and robust
committed financing, and that the merger of RCBC and its thrift bank arm, RCBC Savings
Bank contributed to further strengthening the Bank’s balance sheet. He reported that in 2019:
(1) the Bank’s net income grew 25% to Php5.4 billion, as the expansion in its core business
got an added boost from high margins, strong trading gains, and higher fee-based income; (2)
Gross revenues surged by 35% to Php35.9 billion as interest income from loans and
receivables expanded by 21%, due primarily to the solid volume growth and sustained
margins across all customer segments; (3) Non-interest income jumped by 125% due to
stronger contributions from treasury and fee income from deposits, branches, trust, and cards;
(4) Total assets expanded 19% to Php767.1 billion, with investment securities and regular
loans (net of interbank loans) anchoring the growth; (5) With capital funds at Php82.9 billion,
a capital adequacy ratio (CAR) of 13.8%, and Common Equity Tier (CET1) ratio of 12.9%,
the Bank continued to exceed the minimum regulatory requirements; and (6) The Bank’s
return on equity (ROE) improved by 69 basis points to 6.5% during the period. Mr. Acevedo
said that even with the ongoing crisis, he believes that the Bank’s strong performance sets the
stage for the kind of growth he and the Bank want to see in the future: well-positioned
businesses in the key market segments, innovative products and quality service.

Mr. Acevedo further reported that in 2019: (1) the Bank’s consumer lending and
SME lending booked solid double-digit growth rates of 18% and 29%, respectively; (2)
Consumer loans accounted for 30% of the Bank’s total loan portfolio while SME loans have
a 17.0% share; (3) The Bank embarked on a massive digital transformation starting with the
Bank’s delivery channels. The Bank introduced new features in its mobile banking
application and upgraded customer experience, digitized critical functions such as payments,
collections, and check warehousing, and migrated customers from usual check disbursements
to electronic funds transfer services, PESONet and InstaPay. He explained that the Bank has
laid the groundwork for a digital-only bank as part of its digital banking roadmap. Mr.
Acevedo mentioned that the Bank has started exploring the use of robotic process automation
(RPA) in its branches. He also boasted of the Bank’s best-in-class data science capability.

Thereafter, Mr. Acevedo said that as our country faces the prospect of a deep
recession, RCBC regards itself as a reliable partner of its customers and local communities,
as it is enabling people to bank remotely. He discussed the rapid responses the Bank made
when the Philippine government implemented a lockdown in Luzon, namely: (1) The Bank
ensured that its branches underwent strict health and hygiene protocols for the safety of its
staff and clients, (2) Loan payments were extended for its consumer loans, credit cards and
SME clients, (3) The Bank helped enable the beneficiaries of the national government’s

Page 3
 Minutes of the Annual Stockholders’ Meeting
Rizal Commercial Banking Corporation
July 27, 2020

―Pantawid Pamilyang Pilipino‖ to access their emergency cash subsidy using ATM Go, (4)
The Bank moved up the update for its RCBC Mobile App that enabled more banking services
to help clients manage their finances amidst the pandemic. He also mentioned the launch of
Diskartech, a financial inclusion accelerator app, to tap unbanked and underserved Filipinos
in the provinces.

He also shared the measures taken by the Bank within its organization to protect the
health and well-being of its people, especially the frontliners in its branches. He explained
that a month before the ECQ took effect, the Bank has already activated its crisis
management response, including the adoption of a Work from Home policy. He stressed that
the safety of everyone remains paramount. On behalf of the Chairperson and the Board of
Directors, he thanked all the Bank’s employees for what they have done to make the Bank
thrive in the crisis and recognized that the employees’ commitment makes all the difference.

With regard to sustainable financing, Mr. Acevedo explained that last year, the Bank
have funded several renewable energy projects, foremost of which is the 330-megawatt solar
farm in Vietnam, the largest in Southeast Asia. He mentioned that in September 2019, the
Bank has raised US$300 million from dollar-denominated bonds which is considered a
landmark in the Philippines. He said that the Bank remains optimistic about helping meet the
country’s greenhouse gas reduction commitments to the Paris Agreement.

Mr. Acevedo then stressed that the pandemic is a call to action – for everyone,
everywhere. He said that this is the time to make extra effort, to go the extra mile, to reach
out to those in need. He encouraged the RCBC people by reminding them that over the
course of six decades, RCBC has been forged in the fire of many crises. Hence, he concluded
that there is every reason to believe that RCBC and its people will overcome the current crisis
too. In ending his speech, Mr. Acevedo extended his thanks to the Bank’s customers,
shareholders, employees, and to the Bank’s Board of Directors.

The Corporate Secretary then reported that Management is proposing the adoption of
Resolution No. 20-02 (as shown below) and that the stockholders present representing
1,545,117,920 shares or 99.95 % of the votes cast voted in favor of the approval of the
Bank’s Annual Report and its Audited Financial Statements for the year 2019. Accordingly,
the following resolution was approved:

Resolution No. 20-02

―BE IT RESOLVED, AS IT IS HEREBY IS

RESOLVED, That the stockholders hereby approve the
Annual Report and Audited Financial Statements of the Bank
for the year 2019.‖

VI. Ratification of actions of the Board of Directors, different Committees

and Management — The next item considered was the ratification of the actions of the
Board of Directors, the different Committees and Management of the Bank from June 24,
2019 to the date of the meeting, July 27, 2020. The Corporate Secretary described the
transactions subject of the ratification.

Thereafter, he presented Resolution No. 20-03 (as shown below) and reported that the
stockholders present representing 1,545,117,920 shares or 99.95 % of the votes cast voted in
favor of the approval, confirmation and ratification of the actions of the Board of Directors,
different Committees and Management from June 24, 2019 to July 27, 2020. Accordingly,
the following resolution was approved:

Resolution No. 20-03

―BE IT RESOLVED, AS IT IS HEREBY IS

RESOLVED, That the stockholders hereby approve, confirm

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 Minutes of the Annual Stockholders’ Meeting
Rizal Commercial Banking Corporation
July 27, 2020

and ratify, the actions of the Board of Directors, different

Committees and Management from June 24, 2019 to July 27,
2020.‖

VII. Confirmation of Significant Transactions with DOSRI and Related

Parties — The confirmation of significant transactions with DOSRI and related parties
approved by the Board of Directors, the different Committees and Management of the Bank
from June 24, 2019 to July 27, 2020 was then considered.

The Corporate Secretary reported that significant transactions with DOSRI and
related parties from June 24, 2019 to July 27, 2020 include: loans and deposit liabilities;
trading of investment securities; lease and sub-lease with RCBC Realty Corporation; service
agreement with Bankard Inc. (now RBSC); capital infusion into RCBC Leasing and Finance
Corporation; service agreement with RBSC; service agreement with RCBC Forex Brokers
Corp (or RCBC Forex); service agreements with RCBC Capital Corp., RCBC Securities,
Inc., Rizal Microbank Inc., RCBC Leasing and Finance Corporation and Niyog Property
Holdings, Inc. He added that the subject transactions include the administration and
management of the retirement funds of some of the subsidiaries, and the Bank’s other
transactions with affiliates, namely, the service agreements, leasing office premises to
subsidiaries, accreditation of RCBC Trust agent and of insurance companies, and regular
banking transactions.

Details of said related party transactions are disclosed in the Bank’s SEC 17-A
Report which is also available on the Bank’s website, and also provided in the Annual Report
together with the Definitive Information Statement.

The Corporate Secretary then presented Resolution No. 20-04 (as shown below) and
reported that the stockholders present representing 1,545,912,855 shares or 100.00% of the
votes cast voted in favor of the approval, confirmation and ratification of the significant
transactions with DOSRI and related parties approved by the Board of Directors, the different
Committees and Management from June 24, 2019 to July 27, 2020. Accordingly, the
following resolution was approved:

Resolution No. 20-04

―BE IT RESOLVED, AS IT IS HEREBY IS

RESOLVED, That the stockholders hereby approve, confirm
and ratify, the significant transactions with DOSRI and related
parties approved by the Board of Directors, the different
Committees and Management from June 24, 2019 to July 27,
2020.‖

VIII. Election of Directors — The next item in the Agenda was the election of
Directors of the Bank for the year 2020-2021. Submitted for nomination were the following
stockholders as members of the Board of Directors.

As Regular Directors

1. Ms. Helen Y. Dee

2. Mr. Cesar E.A. Virata
3. Mr. Eugene S. Acevedo
4. Mr. Gil A. Buenaventura
5. Mr. John Law
6. Mr. Shih-Chiao (Joe) Lin
7. Mr. Arnold Kai Yuen Kan
8. Atty. Lilia B. De Lima, and
9. Ms. Gayatri P. Bery

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 Minutes of the Annual Stockholders’ Meeting
Rizal Commercial Banking Corporation
July 27, 2020

As Independent Directors

1. Mr. Armando M. Medina

2. Mr. Juan B. Santos
3. Atty. Adelita A. Vergel De Dios
4. Mr. Gabriel S. Claudio
5. Mr. Vaughn F. Montes, and
6. Mr. Laurito E. Serrano

The Corporate Secretary reported that the Bank’s Corporate Governance Committee
has ascertained that all the nominees for directors are qualified to serve as directors of the
Bank, and that all the nominees have given their consent to their respective nominations.

The Definitive Information Statement and its Annexes, include the qualifications,
experience, length of service, training and representations of each of the nominated directors.
Likewise included were information on the attendance of each incumbent director at the
relevant meetings of the Bank, appraisal and performance reports of the Board (with the
criteria and assessment procedure), as well as the director compensation report.

In voting, it was emphasized to the stockholders in the ballot form/proxy form that
the stockholder can either (a) vote for all of the nominees, in which case the stockholder’s
total votes will be split and cast equally among the nominee(s); (b) withhold his vote for all
of the nominees; or (c) vote only for some and not all of the nominees, in which case the
stockholder’s total votes will be distributed and cast as indicated by the stockholder in the
spaces provided in the ballot form/proxy form. If the stockholder does not indicate the
number of shares to be distributed among the remaining nominees who are not named on the
spaces for exceptions provided in the ballot form/proxy form, then the stockholder’s total
votes will be split and cast equally among the remaining nominees. The total number of
votes which a stockholder may cast is equal to fifteen (15) times the number of shares of
common stock and voting preferred stock held as of the record date.

In regard to the results of the election, the Corporate Secretary reported that each of
the fifteen nominees for director has garnered at least 93.00% of the votes cast and
consequently certified that each of the nominees has received sufficient votes for election to
the Board of Directors of the Bank.

As verified and tabulated by independent third party Punongbayan and Araullo, the
votes for the directors were as follows:

FOR PERCENTAGE
1. Ms. Helen Y. Dee 1,545,539,669 99.98%
2. Mr. Cesar E.A. Virata 1,545,592,969 99.98%
3. Mr. Eugene S. Acevedo 1,545,912,855 100.00%
4. Mr. Gil A. Buenaventura 1,545,672,009 99.98%
5. Mr. John Law 1,545,672,009 99.98%
6. Mr. Shih-Chiao (Joe) Lin 1,545,592,609 99.98%
7. Mr. Arnold Kai Yuen Kan 1,545,672,009 99.98%
8. Atty. Lilia B. De Lima 1,545,592,609 99.98%
9. Ms. Gayatri P. Bery 1,545,672,009 99.98%
10. Mr. Armando M. Medina 1,437,717,327 93.00%
11. Mr. Juan B. Santos 1,545,912,855 100.00%
12. Atty. Adelita A. Vergel De Dios 1,545,912,855 100.00%
13. Mr. Gabriel S. Claudio 1,545,912,855 100.00%

Page 6
 Minutes of the Annual Stockholders’ Meeting
Rizal Commercial Banking Corporation
July 27, 2020

14. Mr. Vaughn F. Montes 1,545,912,855 100.00%

15. Mr. Laurito E. Serrano 1,545,618,709 99.98%

Accordingly, the following resolution was approved:

Resolution No. 20-05

―BE IT RESOLVED, AS IT IS HEREBY IS

RESOLVED, That the stockholders duly elected the members
of the Board of Directors of the Bank as named hereunder, to
hold office for a term of one year until their successors shall
have been duly elected and qualified:

As Regular Directors:

1. Ms. Helen Y. Dee

2. Mr. Cesar E.A. Virata
3. Mr. Eugene S. Acevedo
4. Mr. Gil A. Buenaventura
5. Mr. John Law
6. Mr. Shih-Chiao (Joe) Lin
7. Mr. Arnold Kai Yuen Kan
8. Atty. Lilia B. De Lima, and
9. Ms. Gayatri P. Bery

As Independent Directors:

10. Mr. Armando M. Medina

11. Mr. Juan B. Santos
12. Atty. Adelita A. Vergel De Dios
13. Mr. Gabriel S. Claudio
14. Mr. Vaughn F. Montes, and
15. Mr. Laurito E. Serrano‖

IX. Appointment of External Auditor — The appointment of the External

Auditor of the Bank was next taken up. Punongbayan & Araullo is proposed to be re-
appointed as auditor of the Bank for the year ending December 31, 2020.

The Corporate Secretary then reported that Management is proposing the adoption of
Resolution No. 20-06 (as shown below) and that the stockholders present representing
1,545,912,855 shares or 100.00% of the votes cast voted in favor of the approval of the re-
appointment of Punongbayan & Araullo as auditor of the Bank for the fiscal year 2020.
Accordingly, the following resolution was approved:

Resolution No. 20-06

―BE IT RESOLVED, AS IT IS HEREBY IS RESOLVED, That the

stockholders approve that the services of Punongbayan & Araullo be retained
as External Auditor of the Bank for the fiscal year 2020.‖

X. Other Matters – The Chairperson said that Management will address the
relevant questions and comments received from the stockholders, if any. The Corporate
Secretary informed the Chairperson that there were no questions received from the
stockholders.

Page 7
 Minutes of the Annual Stockholders’ Meeting
Rizal Commercial Banking Corporation
July 27, 2020

XI. Adjournment — There being no other business to transact, the meeting was
adjourned at 04:30 P.M.

Attachment:

1. The list of stockholders who were present is hereto attached as Annex ―A‖ and
made an integral part of the record.
2. The list of directors and officers of the Bank present is hereto attached as Annex
―B‖ and made an integral part of the record.
3. The list of stockholders as of Record Date is hereto attached as Annex ―C‖ and
made an integral part of the record.

Page 8
 "ANNEX A"
LIST OF STOCKHOLDERS PRESENT
RIZAL COMMERCIAL BANKING CORPORATION
ANNUAL STOCKHOLDERS MEETING: JULY 27, 2020

STOCKHOLDER NAME SHARES Percentage

Attending in Person
DEE, HELEN Y. 438.00 0.00002
MEDINA, ARMANDO M. 195.00 0.00001
VIRATA, CESAR E.A. 167.00 0.00001
SANVICTORES, JULIUS J. 230.00 0.00001
BERY, GAYATRI P. 1.00 0.00000
LAW, JOHN 1.00 0.00000
BUENAVENTURA, GIL A. 5.00 0.00000
SANTOS, JUAN B. 5.00 0.00000
CLAUDIO, GABRIEL S. 1.00 0.00000
DIOS, ADELITA A. VERGEL DE 1.00 0.00000
MONTES, VAUGHN F. 5.00 0.00000
LAURITO E. SERRANO 1.00 0.00000
SHIH-CHIAO LIN 1.00 0.00000
ARNOLD KAI YUEN KAN 1.00 0.00000
LILIA B. DE LIMA 1.00 0.00000
Attending by Proxy
A. T. YUCHENGCO, INC. 255,190.00 0.01318
PAN MALAYAN MANAGEMENT AND INVESTMENT CORPORATION 594,248,085.00 30.69628
DEUTSCHE BANK AG MANILA BRANCH 1,443,986.00 0.07459
HSBC10* 523,583,823.00 27.04607
RCBC TRUST AND INVESTMENTS ACCOUNT -TAXABLE 1,808,494.00 0.09342
RCBC TRUST AND INVESTMENTS ACCOUNT -TAX EXEMPT 59,027,810.00 3.04912
RCBC SECURITIES 309,670,520.00 15.99623
COL FAO VARIOUS 14,314.00 0.00074
CITIOMNIFOR 6002070101 3,462,952.00 0.17888
CITIOMNIFOR 6002070102 5,919,306.00 0.30577
CITIOMNIFOR 6002070132 2,919,464.00 0.15081
CITIOMNIFOR 6002070134 104,253.00 0.00539
CITIOMNIFOR 6002079583 36,724,137.00 1.89701
CITIOMNIFOR 6002079785 184,093.00 0.00951
CITIOMNIFOR 6002079787 62,703.00 0.00324
CLSA PHILIPPINES INC 6,482,672.00 0.33487
* AILEEN RUIZ FOR IFC (under HSBC10) - -
TOTAL 79.86
 ANNEX "B"
LIST OF DIRECTORS and OFFICERS PRESENT
RIZAL COMMERCIAL BANKING CORPORATION
ANNUAL STOCKHOLDERS MEETING: JULY 27, 2020

Helen Y. Dee
Cesar E.A. Virata
Eugene S. Acevedo
Gil A. Buenaventura
John Law
Shih-Chiao (Joe) Lin
Arnold Kai Yuen Kan
Lilia B. De Lima, and
Gayatri P. Bery
Armando M. Medina
Juan B. Santos
Adelita A. Vergel De Dios
Gabriel S. Claudio
Vaughn F. Montes, and
Laurito E. Serrano
Yvonne Yuchengco (Advisory Board)
Ma. Christina P. Alvarez
Redentor C. Bancod
Marita E. Bueno
Simon Javier A. Calasanz
Horacio III E. Cebrero
Frederick E. Claudio
Elizabeth E. Coronel
George Gilbert G. Dela Cuesta
John Thomas G. Deveras
Ana Luisa S. Lim
Jonathan Edwin F. Lumain
Florentino M. Madonza
Jane N. Mañago
Maria Cecilia F. Natividad
Robert B. Ramos
Rowena F. Subido
Edel Mary G. Vegamora
Angelito M. Villanueva
Bing C. Uy (consultant)
Michael O. De Jesus (consultant)
Alfonso C. Tanseco (Head of subsidiary)
Arniel Vincent B. Ong (Head of subsidiary)
Raymundo C. Roxas (Head of subsidiary)
Liza Marie G. Vengco
Michael Christopher C. Cruz
Joyce Corine O. Lacson
Maria Cecilia V. Chaneco-Lonzon
COMMON SH Name TOTAL NO. OF SHARES PERCENTAGE ANNEX "C"
ABAYA, CARLOS MIGUEL Y. 1,905.00 0.000000
ABAYA, JOSE PAOLO Y. 1,905.00 0.000000
ABAYA, MONA LISA Y. 4,496.00 0.000000
ALMARIO, ROBERTO 218.00 0.000000
ALVENDIA, JOSE P. 69.00 0.000000
ALVENDIA, SYLVIA P. 116.00 0.000000
ALVERO, MYRNA A. 1,207.00 0.000000
ANGARA, EDGARDO 13.00 0.000000
ARANETA, ENRIQUE 40.00 0.000000
ARANETA II, GREGORIO 540.00 0.000000
ARCENAL, CELSO R. 1,541.00 0.000000
BARROGA, ANTONIO B. 218.00 0.000000
BORROMEO, MILAGROS N. 13,662.00 0.000000
BUHAY, RICARDO 3,122.00 0.000000
CALADIAO JR., EUSEBIO 3,737.00 0.000000
CHAN, FREDERICK 111,677.00 0.000000
CHANGCO JR., PEDRO 425.00 0.000000
CIPRIANO, BIENVENIDO C. 45,354.00 0.000000
COCHONGCO, CYNTHIA 218.00 0.000000
CUEVA, TELESFORO DELA 540.00 0.000000
DEE, HELEN Y. 438.00 0.000000
DY, TEDDY T. 247.00 0.000000
FRANCO, RENATO V. 540.00 0.000000
GALVAN, FREDESVINDO 540.00 0.000000
GO ENG BOK 23.00 0.000000
GO, JOY MARGARET C. 9,000.00 0.000000
GOLOY, ANTONIO 540.00 0.000000
GOMEZ, ERIBERTO H. 7,252.00 0.000000
GUANZON, HENRY 218.00 0.000000
FLORENTINO HERRERA III & VICTORIA SYCIP IN TRUST FOR AMOR ROSELLE HERRERA 157.00 0.000000
FLORENTINO HERRERA III & VICTORIA SYCIP IN TRUST FOR ANNA CARMINA HERRERA 157.00 0.000000
ILUSTRE, ANGELINA LEILA A. 1,367.00 0.000000
ILUSTRE, GIL A. 1,367.00 0.000000
ILUSTRE, ROMAN V. 1,367.00 0.000000
LEON, HONESTO DE 52.00 0.000000
LIMJUCO, SONIA 14,547.00 0.000000
LOPEZ JR., EDUARDO S. 6,091.00 0.000000
MACEDA, ARTURO F. 80.00 0.000000
MAGBANUA, RENE T. 2,370.00 0.000000
MALLARI, ESPERANZA 364.00 0.000000
MARTINEZ, JOSEFINA H. 4,573.00 0.000000
MARTINEZ, SALVADOR 218.00 0.000000
MEDINA, ARMANDO M. 195.00 0.000000
ALBERT &/OR BERNADETTE &/OR EMMANUEL MENDOZA 2,415.00 0.000000
ANTONIO MOJICA &/OR ZENAIDA MOJICA 1,367.00 0.000000
MONZON, ARTURO T. 32.00 0.000000
PADILLA, ALEXANDER A. 1,550.00 0.000000
PADILLA, MARIE GRACE A. 23.00 0.000000
PADILLA, MARIA ROSARIO A. 23.00 0.000000
PENAOJAS, AZUCENA 10.00 0.000000
PERFECTO, RAFAEL Z. 155.00 0.000000
RAMOS JR., CARLOS 4,689.00 0.000000
REYES, AMANDO 57.00 0.000000
REYES JR., MAURO C. 45,183.00 0.000000
RODRIGUEZ, JOSE MARIA A. 790.00 0.000000
RODRIGUEZ, MARIA ELENA A. 790.00 0.000000
RODRIGUEZ, SANDRA MARIE A. 10.00 0.000000
ROJAS JR., FILADELFO S. 1,139.00 0.000000
ROMAN III, ANGEL 598.00 0.000000
RUBIO, CESAR A. 7,252.00 0.000000
RUFINO, JOSEFINA PADILLA 54,292.00 0.000000
SALES, MERLYN K. 604.00 0.000000
SANCHEZ, AMPARO V. 6,993.00 0.000000
AUGUSTO V. SANCHEZ &/OR FRANCIANINA G. SANCHEZ 34.00 0.000000
MARY LINA SANTIAGO IN TRUST TO DANILO H. &/OR MARIA LINA A. DE SANTIAGO 5,842.00 0.000000
STELLA MARIS SANTIAGO IN TRUST TO DANILO H. &/OR MARIA LINA A. DE SANTIAGO 5,842.00 0.000000
GERALDINE MARIE SANTIAGO IN TRUST TO DANILO H. &/OR MARIA LINA A. DE SANTIAGO 5,842.00 0.000000
SANTOS, JOSE F. 1,307.00 0.000000
SANTOS, SUSANNE Y. 137.00 0.000000
SEGARRA, CONRADO 218.00 0.000000
TAN, ALLEN M. 218.00 0.000000
TANTOCO JR., BIENVENIDO R. 247.00 0.000000
TANTOCO SR., BIENVENIDO R. 247.00 0.000000
TIMBOL, ALEXANDER S. 7,659.00 0.000000
VALDEZ, MANUEL C. 50.00 0.000000
VALENCIA JR., ABELARDO 218.00 0.000000
VILLAMOR, REYNALDO 247.00 0.000000
YIN, ANTHONY WOO PEY 2,748.00 0.000000
GREGORIO YAP JR. &/OR AIDA SANCHEZ 3,239.00 0.000000
YIU, AGUSTINO ONG 218.00 0.000000
YNZON, BENJAMIN DE 40.00 0.000000
YU, EDWARD R. 2,093.00 0.000000
YU, PETER C. 140.00 0.000000
YUCHENGCO, ALFONSO T. 3,997.00 0.000000
YUCHENGCO JR., ALFONSO 261.00 0.000000
ZALDIVAR, MELCHOR P. 20.00 0.000000
A. T. YUCHENGCO, INC. 255,190.00 0.000000
BRIDGESTONE SECURITIES CORPORATION 12,454.00 0.000000
PAN MALAYAN MANAGEMENT AND INVESTMENT CORPORATION 594,248,085.00 31.000000
RCBC TA #75-172 2,900.00 0.000000
RTG & COMPANY, INC. 34.00 0.000000
RUSTAN INVESTMENT AND MANAGEMENT CORPORATION 12,605.00 0.000000
CONCEPCION, CARMENCITA DE LAS ALAS 224,490.00 0.000000
ALAS, CORNELIO DE LAS 114,195.00 0.000000
ALAS, CARLOS DE LAS 114,298.00 0.000000
DONES, VALENTINO M. 70.00 0.000000
JESUS, ZENAIDA D. DE 7,982.00 0.000000
SUAREZ, MARIA LUISA J. 6,716.00 0.000000
RAMIREZ, MARIA SOCORRO J. 7,604.00 0.000000
JESUS, LUIS CONRADO D. DE 7,604.00 0.000000
JESUS, MARCOS RUSTICO D. DE 7,604.00 0.000000
TANADA, CAMILLE F. 110.00 0.000000
TANADA, SUSAN F. 110.00 0.000000
TANADA, ROSALIA F. 110.00 0.000000
TANADA, MELISSA F. 5,623.00 0.000000
CO FAY UY 2,937.00 0.000000
E. CHUA CHIACO SECURITIES, INC. 80.00 0.000000
LAUREL III, JOSE S. 92.00 0.000000
LEGASPI, GRELI S. 80.00 0.000000
GALVEZ, ROSARIO PADILLA 69.00 0.000000
RUFINO, JOSIE PADILLA 92,865.00 0.000000
RODRIGUEZ, SYLVIA A. 13,258.00 0.000000
VIRATA, CESAR E.A. 167.00 0.000000
CHUA, MERCEDES 92.00 0.000000
CO, JUSTINA DY 22,973.00 0.000000
PENA, TEODORO Q. 101.00 0.000000
RCBC TA# 33-472-3 3,260.00 0.000000
ORTIGAS, RAFAEL B. 1,092.00 0.000000
UAL, NESTOR P. 80.00 0.000000
CHIACO, BERNARD S. CHUA 23.00 0.000000
NGO, KENDRICK 7.00 0.000000
EQUITIWORLD SECURITIES, INC. 249.00 0.000000
DINGCO, ANGELITO DELA 11.00 0.000000
RCBC T/A 76-284-9 2,169.00 0.000000
CRUZ, NORLABEL DELA 11.00 0.000000
ZIALCITA, XAVIER 3.00 0.000000
DY, MARCELO T. 1.00 0.000000
PUEY, ANNA CRISTINA 1.00 0.000000
PUEY, ANNA MARIE 3.00 0.000000
PUEY, JOSE ALFONSO 3.00 0.000000
ZARAGOZA, ROSAURO D. 97.00 0.000000
ROSAL, RAYMOND U. 168.00 0.000000
AQUINO, GODOFREDO 57.00 0.000000
ANGPING & ASSOC. SEC., INC. A/C CWEI0000 259.00 0.000000
GISON JR., AMBROSIO M. 57.00 0.000000
ALVENDIA, ESPERANZA 2,265.00 0.000000
SYCIP, JOSE G. 437.00 0.000000
SYCIP, JOHN G. 142.00 0.000000
DIZON, SALVADOR T. 347.00 0.000000
ABELLERA, FELIX 100.00 0.000000
SYCIP, PAUL 57.00 0.000000
BARJA, EDWARD 20.00 0.000000
INVESTORS SECURITIES, INC. 34.00 0.000000
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LIM, MAYBELLE 2,604.00 0.000000
CAROLYN PASCUAL &/OR JACINTO PASCUAL 8,329.00 0.000000
DIZON, ABELARDO T. 115.00 0.000000
PERDON, FLORECITA B. 158.00 0.000000
SABORNAY, VICENTE A. 690.00 0.000000
TENG, ABELARDO T. 1,050.00 0.000000
JOSE S. BANGAYAN &/OR RAQUEL T. BANGAYAN 2,645.00 0.000000
PIMENTEL, ALBERT C. 87.00 0.000000
FLAMINIANO, ADRIEN REUEL E. 37.00 0.000000
MA. TERESITA BATARA &/OR ANITA BATARA 249.00 0.000000
VILLACORTES, CARMEN N. 26.00 0.000000
CARIG, LEONILA T. 143.00 0.000000
ROCES, IRENE VIOLA DE 301.00 0.000000
CASELA, PETRONILA A. 117.00 0.000000
DELARIARTE, MICHAEL L. 1,207.00 0.000000
SALCEDO, EDGARDO M. 575.00 0.000000
SANTOS, RAUL L. 435.00 0.000000
LAO, JOHN T. 2,201.00 0.000000
CARINO, NESTOR C. 450.00 0.000000
LANUZA, ROGELIO A. 129.00 0.000000
GUSAYKO, MARIA CHUA 16.00 0.000000
MELENDEZ, ALFREDO V. 455.00 0.000000
MERCADO, BRANDO 115.00 0.000000
PADILLA, JOCELYN T. 244.00 0.000000
ESPARAGOZA, ROWENA TEVES 75.00 0.000000
LOQUELLANO, ROSALIE TEVES 749.00 0.000000
ABABAT, ROSEMARIE TEVES 182.00 0.000000
MERCADO, GRACE 150.00 0.000000
VICENTE TE &/OR BETTY TE 864.00 0.000000
HUI TIN WAI 197.00 0.000000
MACABASCO JR., CORNELIO M. 575.00 0.000000
LIM, JACOB G. 1,725.00 0.000000
LIM, TIMOTHY G. 1,725.00 0.000000
GUZMAN, AGNES 7.00 0.000000
DELFIN LETRAN &/OR DAVID JOE KEE SI 3,000.00 0.000000
MARTINEZ, ANTONIO C. 431.00 0.000000
ASIA METAL TRADING CORPORATION 1,050.00 0.000000
DALIVA, MA. LILIAN D. L. 15.00 0.000000
QUA, RAFAEL MARIA 23.00 0.000000
GUZMAN, MA. TERESITA DE 345.00 0.000000
TAN, WILLIAM LUY 300.00 0.000000
DIAZ, EMMANUEL 1,150.00 0.000000
YU, SILVESTRE &/OR KAREN GEMMEL 575.00 0.000000
LIM, JOSEFITO 300.00 0.000000
LUMANTAS, NEIL /MARIO PELISCO 460.00 0.000000
MONTANTE, CONCHITA I. 73.00 0.000000
SANTOS, RONALDY S. 15.00 0.000000
BELL-KNIGHT, EDNA S. 5,750.00 0.000000
ONG, VICTOR SY 1,682.00 0.000000
MARASIGAN, APOLINARIO/PURITA/MA. C.P. ASSUMPTA 30.00 0.000000
CHUA, VICKY BARRETTO 100.00 0.000000
FAJARDO, MARIETTA A. 638.00 0.000000
CHUA, MARIA TERESA N. 169.00 0.000000
TAN, REMEDIOS TIU 13,129.00 0.000000
TAN, ALFREDO 516.00 0.000000
DIAZ, RICARDO L. 6.00 0.000000
ALVAREZ, RODERICK ALAIN 115.00 0.000000
ESTRADA, FRANCIS G. 3.00 0.000000
LAUREL, FRANCIS 2.00 0.000000
FERNANDEZ-ESTAVILLO, MA. CELIA H. 18.00 0.000000
HANS YAP HWANG 833.00 0.000000
RAMOS, CAROLYN 129.00 0.000000
PO, VICTORIA L. 1,495.00 0.000000
MARTINEZ, CARMEN R. 750.00 0.000000
OSMENA, ISABEL 115.00 0.000000
SANCHEZ, WILFRIDO E. 1.00 0.000000
SALOM, R. JOHN CHRISTOPHER J. 874.00 0.000000
SALOM, H.J. ADELEEN FRANCES J. 874.00 0.000000
IMEE T. ESTABILLO &/OR NIKKA DENESSE E. QUINSAAT 115.00 0.000000
YUCHENGCO, YVONNE S. 1.00 0.000000
EIZMENDI, FRANCISCO 1.00 0.000000
OCAMPO, ROBERTO DE 1.00 0.000000
VEA, REYNALDO 1.00 0.000000
AU, OWEN NATHANIEL AU ITF: LI MARCUS 11.00 0.000000
BDO SECURITIES CORP. 1,395.00 0.000000
EIB SECURITIES INC. 12.00 0.000000
ACERO, NICASIO MARIN JR. &/OR ARNOLFO O. 505.00 0.000000
CHAN, SHERWIN CO 25.00 0.000000
CHOA MEI LING 19.00 0.000000
CUBILLAN, JACINTO CU 22.00 0.000000
ESTABILLO, IMEE T. 2.00 0.000000
GUSAYKO ONG, MARIA CHUA 2.00 0.000000
JASMIN, JUANITA S. 12.00 0.000000
RAMIREZ, IDA 9.00 0.000000
TAN, CRESENCIO B. 52.00 0.000000
UY, CO FAY 1,222.00 0.000000
YAP, BENNETH YAP &/OR LIBERATA BASA 2.00 0.000000
CORTEZ, PAULINO A. 10,000.00 0.000000
TEAGUE, CHRISTOPHER IAN 100.00 0.000000
MCCARTHY, ROBERT 100.00 0.000000
YANG JIN LIANG 100,000.00 0.000000
SEC ACCOUNT FAO: VARIOUS CUSTOMERS OF GUOGO SEC (PHILS) INC. 538.00 0.000000
ALINDOGAN JR., ANTONINO 1.00 0.000000
CHARLTON NG ITF KAITLIN CHUA NG 2,000.00 0.000000
CHARLTON NG ITF BENEDICT CHUA NG 2,000.00 0.000000
AMERICAN WIRE & CABLE CO., INC. 20,000.00 0.000000
CHAM TENG HUI 40,000.00 0.000000
TANJUAKIO, NOE AMAGNA 2,777.00 0.000000
TEO, STEPHEN T. TEO &/OR TERESITA R. 3,000.00 0.000000
ALCANTARA, ZENAIDA P. ALCANTARA &/OR LUIS M. 25,000.00 0.000000
DAVID, MARY LYN Y. 1,100.00 0.000000
JULIETA Q. TAGORDA ITF JONAS ALEXIS Q. TAGORDA 82.00 0.000000
SEC ACCOUNT NO. 2 FAO: VARIOUS CUSTOMERS OF GUOCO SECURITIES (PHILIPPINES), INC. 81.00 0.000000
YU, JAMES ONG 100.00 0.000000
EDWIN B. ARCILLA &/OR MINDA GARCIA 200.00 0.000000
CASAMBROS, NEMESIO D. CASAMBROS &/OR PRISCILA D. 500.00 0.000000
RUBIALES, PAUL OBANIANA 300.00 0.000000
PASCUAL, ALVIN J. 345.00 0.000000
YAN, LUCIO W. YAN &/OR CLARA 30,000.00 0.000000
VALENCIA, JESUS SAN LUIS 20.00 0.000000
MAXIMO S. UY &/OR LIM HUE HUA 20,000.00 0.000000
DIPASUPIL, MARGARITA F. 1,382.00 0.000000
HAPI ILOILO CORPORATION 100.00 0.000000
TAN, ROGER KO TAN &/OR MAE ROLEN HING 4,707.00 0.000000
VILLANUEVA, FRANK CHUA 553.00 0.000000
LIM, CHARLIE S. 10,000.00 0.000000
M.J. SORIANO TRADING, INC. 100.00 0.000000
YAO, SHUOBIN 57,000.00 0.000000
YAO, SHUOYU 57,000.00 0.000000
PUEY, MANUEL H. 1,000.00 0.000000
GASPAY, MERLY B. 100.00 0.000000
TALISAYAN, BENITA Z. 1,300.00 0.000000
NAVAS, WINFRED T. 500.00 0.000000
TACUB, PACIFICO B. 2,000.00 0.000000
LIM, NIEVES Q. LIM &/OR CHARIS HONEYLET Q. 1,000.00 0.000000
ANGANGCO, RAOUL R. 10,000.00 0.000000
HYDEE MANAGEMENT & RESOURCE CORPORATION 2,173,349.00 0.000000
NERA, MEDEL T. 1.00 0.000000
LOMBOS, MANUEL C. &/OR MEYRICK J. 68,574.00 0.000000
SYBASE EQUITY INVESTMENTS CORPORATION 23,528,800.00 1.000000
ONG, JILLIANNE DE JESUS 5,000.00 0.000000
REITERER, ALFRED 1.00 0.000000
BUENAVENTURA, LEOPOLDO E. SAN 250.00 0.000000
NAVARRO, RODEL SY 10.00 0.000000
CBNA MLA OBO AC 6011800001 4.00 0.000000
WESTLAKE, RICHARD GORDON ALEXANDER 1.00 0.000000
CHENG, CHARLEY W. 198.00 0.000000
LAW, JOHN 1.00 0.000000
KHO, DAVID L. 1,000.00 0.000000
BALADAD, ALFREDO R. 1,300.00 0.000000
ESMANE, CONCHITA E. 790.00 0.000000
LEOPOLDO E. SAN BUENAVENTURA ITF CHARMELYN M. SAN BUENAVENTURA 100.00 0.000000
LEOPOLDO E. SAN BUENAVENTURA ITF LEOPOLDO M. SAN BUENAVENTURA JR. 100.00 0.000000
LEOPOLDO E. SAN BUENAVENTURA ITF MARGHELYC M. SAN BUENAVENTURA 100.00 0.000000
LEOPOLDO E. SAN BUENAVENTURA ITF QUELHMARD M. SAN BUENAVENTURA 100.00 0.000000
LEOPOLDO E. SAN BUENAVENTURA ITF PHOLYMN M. SAN BUENAVENTURA 100.00 0.000000
LEOPOLDO E. SAN BUENAVENTURA ITF MAYRHILYN M. SAN BUENAVENTURA 100.00 0.000000
RAMOS, ELISEA S. 3,234.00 0.000000
VIDAL, CHERRY R. 647.00 0.000000
RAMOS, JOSEPH DAVID S. 647.00 0.000000
RAMOS, ELSIE GRACE S. 647.00 0.000000
BUENAVENTURA, GIL A. 5.00 0.000000
SANTOS, JUAN B. 5.00 0.000000
CLAUDIO, GABRIEL S. 1.00 0.000000
DIOS, ADELITA A. VERGEL DE 1.00 0.000000
ALEXIS CONSORCIO P. PASQUIN 563.00 0.000000
MONTES, VAUGHN F. 5.00 0.000000
HERRERA III, FLORENTINO M. 1.00 0.000000
SHAREHOLDERS' ASSOCIATION OF THE PHILIPPINES, INC. 100.00 0.000000
DIPASUPIL, CHRISTIAN FANDIALAN 1,000.00 0.000000
HERRERA, NADEZHDA ISKRA F. 200.00 0.000000
ESTERO, FELICITAS DIPASUPIL 1,382.00 0.000000
RICARDO L. DIAZ 42.00 0.000000
LARRGO SECURITIES CO., INC. 12.00 0.000000
JOAQUIN FALGUERA JUNQUERA 380.00 0.000000
SANDRA MARIE R. AGUILAR 3,272.00 0.000000
GISELLE KAREN Y. GO 10,000.00 0.000000
REUEL ALLACAR ALMARIO 2,333.00 0.000000
STEPHEN G. SOLIVEN 38.00 0.000000
LAURITO E. SERRANO 1.00 0.000000
BOTSCHAFT N. CHENG OR SEVILA NGO 1.00 0.000000
SHIH-CHIAO LIN 1.00 0.000000
ARNOLD KAI YUEN KAN 1.00 0.000000
LILIA B. DE LIMA 1.00 0.000000
MANUEL A. SANTIAGO OR ELLA C. SANTIAGO 10,000.00 0.000000
PCD NOMINEE CORPORATION 672,640,130.00 34.750470
PCD NOMINEE CORPORATION 640,547,129.00 33.092455
1,935,628,896.00
PREFERRED SH Name TOTAL NO. OF SHARES PERCENTAGE
ABACUS SECURITIES CORP. 6,021.00 2.000000
MANDARIN SECURITIES CORPORATION 7,583.00 3.000000
MONTANTE, CONCHITA I. 70.00 0.000000
AQUINO, ROSALIE 133.00 0.000000
ARAMBULO, GUADALUPE A. 575.00 0.000000
NGO, LORETA 8,600.00 3.000000
BDO SECURITIES CORP. 9,304.00 3.000000
OCCIDENTAL, VERNACITA 35.00 0.000000
BERMEJO, MARISSA 243.00 0.000000
BUENVIAJE, ALLAN 255.00 0.000000
OPTIMUM SECURITIES CORP. 16,666.00 6.000000
CAMPOS LANUZA & CO. INC. 3,535.00 1.000000
CASELA, PETRONILA 16.00 0.000000
CHENG SIO BIN 128.00 0.000000
CHENG, SUSAN 2,665.00 1.000000
CHUA, JEANIE A. 50.00 0.000000
PANTALEON, VIRGINIA 487.00 0.000000
CHUA, VICENTE 110.00 0.000000
PASCUAL, CAROLYN &/OR JACINTO 1,295.00 0.000000
CO, JUSTINA DY 3,258.00 1.000000
PASCUAL, CAROLYN OR JACINTO 570.00 0.000000
CO, KIAN CHAY 110.00 0.000000
YUOANKEE, PAUL D. 369.00 0.000000
CONCEPCION CHUA CHENG 333.00 0.000000
CONCEPCION, CARMENCITA 31,842.00 12.000000
CUBILLAN, JACINTO CU 153.00 0.000000
CUBILLAN, ROSALINA C. 133.00 0.000000
PENA, NELIA A. 55.00 0.000000
PIMENTEL, ALBERT CHUA 83.00 0.000000
ROSARIO, RODOLFO P. DEL 81,521.00 30.000000
DIAZ, AIDA GARCIA 55.00 0.000000
PO, EPIFANIO T. 104.00 0.000000
PO, JOSE 87.00 0.000000
EIB SECURITIES INC. 83.00 0.000000
RAMIREZ, IDA 63.00 0.000000
ESTABILLO, IMEE T. 17.00 0.000000
ROSAL, RAYMOND U. 174.00 0.000000
RUBIO, CESAR A. 1,028.00 0.000000
LAO, GINA A. 416.00 0.000000
SALES, MERLYN K. 85.00 0.000000
GLOBALINKS SEC. & STOCKS 2,454.00 1.000000
GO, PACITA TAN 51.00 0.000000
SALOM, R. JOHN CHRISTOPHER J. 833.00 0.000000
GO, ROBERTO CHAN 1,367.00 1.000000
SALOM, H.J. ADELEEN FRANCES J. 833.00 0.000000
GOMEZ, ERIBERTO H. 1,028.00 0.000000
SALUD, ROY ONG 333.00 0.000000
GURNAMAL, AIL &/OR HARESH 202.00 0.000000
GUSAYKO ONG, MARIA CHUA 18.00 0.000000
HUI, TIN WAI 188.00 0.000000
HWANG, HANS YAP 5,558.00 2.000000
TAN, CARIDAD K. 1,111.00 0.000000
JASMIN, RUFINO T. 116.00 0.000000
TAN, LUCIANO H. 7,309.00 3.000000
TAN, REMEDIOS TIU 866.00 0.000000
LAO, BUN THIAM 925.00 0.000000
TANDOC, NEIL CLIFFORD C. 46.00 0.000000
LIBRES, RICHARD PONCIANO 425.00 0.000000
LUYS SECURITIES CO. INC. 1,852.00 1.000000
ANG, TONY ANG &/OR ROSEMARIE 5,372.00 2.000000
VIDAL, JULIETA M. 215.00 0.000000
VILLACORTES, CARMEN NICOLASORA 174.00 0.000000
WONG, CORAZON KIAT 250.00 0.000000
ACERO, NICASIO MARIN JR., &/OR ARNOLFO O. 3,371.00 1.000000
GO, HOMER 46,355.00 17.000000
YAP, BENNETH YAP &/OR LIBERATA BASA 18.00 0.000000
CHOA MEI LENG 128.00 0.000000
CHAN, SHERWIN CO 167.00 0.000000
JASMIN, JUANITA S. 83.00 0.000000
TAN, CRESENCIO B. 352.00 0.000000
BEDAN CORPORATION 2,100.00 1.000000
SIA, JOHNSON CHUA 5,000.00 2.000000
267,410.00