C O V E R S H E E T for AUDITED FINANCIAL STATEMENTS SEC Registration Number 2 9 3 1 6 C O M P A N Y N A M E R O B I N S O N S B A N K C O R P O R A T I O N A N D S U B S I D I A R Y PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province ) 1 7 t h F l o o r , G a l l e r i a C o r p o r a t e C e n t e r , E D S A c o r n e r O r t i g a s A v e n u e , Q u e z o n C i t y Secondary License Type, If Form Type Department requiring the report Applicable 1 7 - A C O M P A N Y I N F O R M A T I O N Company’s Email Address Company’s Telephone Number Mobile Number www.robinsonsbank.com.ph 702-9500 N/A No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day) 15 Fourth Wednesday of December 31 June CONTACT PERSON INFORMATION The designated contact person MUST be an Officer of the Corporation Name of Contact Person Email Address Telephone Number/s Mobile Number [email protected]. Ms. Irma D. Velasco 702-9515 09988403139 ph CONTACT PERSON’s ADDRESS 17th Floor, Galleria Corporate Center, EDSA corner Ortigas Avenue, Quezon City NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated. 2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies. *SGVFSM000714* SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended December 31, 2019 2. SEC Identification Number: 0000029316 3. BIR Tax Identification Number: 000-437-913-000 4. Exact name of issuer as specified in its charter: Robinsons Bank Corporation 5. Province, Country or other jurisdiction of incorporation or organization: Philippines 6. Industry Classification Code: (SEC Use Only) 7. Address of Principal Office: 17th Floor, Galleria Corporate Center, EDSA corner Ortigas Avenue, Quezon City Postal Code: 1110 8 Issuer's telephone number, including area code: (632) 702-9500 9. Former name, former address, and former fiscal year, if changed since last report. ROBINSONS BANK CORPORATION Doing business under the names and styles of RBank, RBC, Robinsons Bank, RobinsonsBank, Robinsons Bank Corp., RBank Corporation, RobinsonsBankCorp, Robinsons Commercial Bank. 10.Securities registered pursuant to Sections 8 and 12 of the SRC, or SEC 4 and 8 of the RSA. None However, on June 16, 2017, Robinsons Bank Corporation (“Bank”) issued exempt securities in the form of Long-Term Negotiable Certificates of Deposits (LTNCDs) amounting to Php4,182,320,000. The following year, on July 16, 2018, the Bank issued another tranche of LTNCDs in the aggregate amount of Php1,781,750,000. On August 13, 2019, the Bank also issued a 5.125% Peso-denominated Fixed Rate Bonds due on 2021 for the principal amount of ₱5,000,000,000. Later, on November 14, 2019, the Bank again issued a 4.300% Peso- denominated Fixed Rate Bonds due 2021 covering the principal amount of ₱5,000,000,000. All issues (LTNCDs and bonds) were listed with Philippine Dealing & Exchange Corp. (PDEx). The LTNCDs and bonds issued by the Bank were exempt securities pursuant to Section 9 (e) of the SRC. 11. Are any or all of these securities listed on a Stock Exchange? Yes [ ] No [ x ] *SGVFSM000714* - 2 - If yes, state the name of such stock exchange and the classes of securities listed therein: ___________________________ _________________________ Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 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 twelve (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 ninety (90) days. Yes [ x ] No [ ] 13. The aggregate market value of the voting stock held by non-affiliates of the registrant. Not applicable. 14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission. Not applicable. Yes [ ] No [ ] DOCUMENTS INCORPORATED BY REFERENCE 15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-A into which the document is incorporated: (a) Any annual report to security holders ------------- Not applicable (b) Any proxy or information statement filed pursuant to SRC Rule 20 and 17.1(b)------Not applicable (c) Any prospectus filed pursuant to SRC Rule 8.1-1--------- Not applicable *SGVFSM000714* TABLE OF CONTENTS Page No. PART I BUSINESS AND GENERAL INFORMATION Item 1 Business…………………………………………………………… 1 Item 2 Properties………………………………………………………….. 24 Item 3 Legal Proceedings………………………………………………... 36 Item 4 Submission of Matters to a Vote of Security Holders …………. 36 PART II OPERATIONAL AND FINANCIAL INFORMATION Item 5 Market for Issuer’s Equity and Related Stockholders Matters……………………………………………………………. 36 Item 6 Management’s Discussion and Analysis or Plan of Operations……………………………………………… 38 Item 7 Financial Statements…………………………………………….. 46 Item 8 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures………………………….. 47 PART III CONTROL AND COMPENSATION INFORMATION Item 9 Directors and Executive Officers of the Issuer………………… 48 Item 10 Executive Compensation………………………………………... 58 Item 11 Security Ownership of Certain Record and Beneficial Owners and Management…………………………………………………. 59 Item 12 Certain Relationships and Related Transactions……………… 60 PART IV CORPORATE GOVERNANCE Item 13 Corporate Governance…………………………………………... 60 PART V EXHIBITS AND SCHEDULES Item 14 Exhibits and Reports…………………………………………….. 71 (a) Exhibits (b) Reports on SEC Form 17-C SIGNATURES 74 EXHIBITS AND ANNEXES 75 *SGVFSM000714* PART I - BUSINESS AND GENERAL INFORMATION Item 1. Business (a) Form and Year of Organization Robinsons Bank Corporation (“Bank”), as it is today, is the surviving entity of the merger on May 25, 2011 of “Robinsons Savings Bank Corp.”, a savings bank organized on October 8, 1997 and “Robinsons Bank Corporation”, formerly The Royal Bank of Scotland (Philippines), Inc., a commercial bank which was originally established on April 28, 1966. (b) Bankruptcy, receivership and similar proceedings The Bank is not subject to any bankruptcy, receivership or similar proceedings. (c) Material reclassification, Merger, Consolidation, or Purchase of Sale of Assets Robinsons Savings Bank, a bank which was 100% owned by JG Summit Capital Services Corporation (JGSCSC), opened its doors to business in November 1997. It has grown from a small savings bank with a single branch which soon increased to four (4) and by end of 2019 to a 161 branches-strong (148 of which belongs to the Bank and 13 to its subsidiary) and 7 branch- lites (3 for the Bank and 4 for LSB) commercial bank through organic expansion, strategic acquisitions and merger. The Bank started to grow its branches by bidding and winning from PDIC eight (8) branches of the former Prime Savings Bank. Then in 2002, Robinsons Savings Bank acquired nineteen (19) branches of ABN Amro Savings Bank (Philippines), its licenses to operate branches and its bank deposits. This acquisition made Robinsons Savings Bank the country’s seventh largest thrift bank during the same year. On April 28, 2010, the Bangko Sentral ng Pilipinas (BSP) approved the acquisition of The Royal Bank of Scotland (Philippines), Inc., a commercial bank, by JGSCSC and Robinsons Holdings, Inc. (RHI) on a 60:40 ratio. On August 26, 2010, The Royal Bank of Scotland (Philippines), Inc. was renamed as “Robinsons Bank Corporation”. And on December 17, 2010, the Bangko Sentral ng Pilipinas (BSP) endorsed to the Securities and Exchange Commission (SEC) the merger between Robinsons Bank Corporation, the commercial bank, and Robinsons Savings Bank, the savings bank, with Robinsons Bank Corporation as the surviving entity. On May 25, 2011, the SEC approved the merger of Robinsons Bank Corporation and Robinsons Savings Bank, with the latter as the surviving entity. With this merger, the Bank became the 14th largest amongst commercial banks and the 31st largest bank in the Philippine banking system by the end of 2010. In December 2012, Robinsons Bank Corporation acquired Legazpi Savings Bank, Inc. With the acquisition, Legazpi Savings Bank (LSB) became a wholly-owned subsidiary of Robinsons Bank Corporation (hereinafter collectively referred to as the “Group”). The acquisition of LSB opened up business lines and helped grew the target market for Robinsons Bank in the Bicol region. Moreover, this has allowed the Bank to operate its countryside banking through LSB’s branches and branch-lite units. On June 27, 2018, the Bank’s Board of Directors approved the increase of the Bank’s Authorized Capital Stock from Php 15.00 billion to Php 27.00 billion divided into 2,700,000,000 common shares at Php10.00 par value per share, or a net increase of Php12.00 billion divided into 1,200,000,000 common shares at Php10.00 par value per share.