C08887-2022

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Nov 29, 2022
2. SEC Identification Number
21817
3. BIR Tax Identification No.
000-530-631
4. Exact name of issuer as specified in its charter
PHILIPPINE TELEGRAPH AND TELEPHONE CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
106 C. Palanca St. Legazpi Village Makati City Postal Code 1229
8. Issuer's telephone number, including area code
0287268888
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Stock @ PhP 1.00 par value 1,500,000,000
11. Indicate the item numbers reported herein
Item 9. Other Events

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Philippine Telegraph and Telephone CorporationPTT

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Increase of PTT's Authorized Capital Stock, Increase in the Number of Directors, and Removal of the Restriction of Foreign Ownership in Common Shares
Background/Description of the Disclosure

I. During the Regular Meeting of the Board of Directors held on 27 July 2022, the Board approved the following amendments to PTT's Articles of Incorporation:

(a) Increase of authorized capital stock through the issuance of additional Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks in an amount to be determined by the Board of Directors, and

(b) Removal of the restriction of foreign ownership in common shares.

II. During the Special Meeting of the Board of Directors on 21 October 2022, the Board approved the following amendments:

(a) Increase in the number of members of Board of Directors from 9 to 11; and

(b) Increase of PTT's authorized capital stock by issuing 4,870,050,000 Serial Redeemable Preferred Shares broken down as follows:

i. Series “A” Serial Redeemable Preferred Stocks – additional 720,000,000 shares at PhP 1.00 per share,
ii. Series “B” Serial Redeemable Preferred Stocks – additional 2,808,900,000 shares at PhP 1.00 per share, and
iii. Series “C” Serial Redeemable Preferred Stocks – additional 1,341,150,000 shares at PhP 1.00 per share.

The foregoing amendments were approved by PTT's stockholders during the Annual Stockholders' Meeting held on 29 November 2022.

The increase of PTT's authorized capital stock from 11,800,000,000 to 16,400,000,000 which was previously disclosed in the report dated 27 July 2022 is superseded by the increase approved by the Board on 21 October 2022 and disclosed under Paragraph II(b) above.

The increase subject of this disclosure is in addition to the 8,800,000,000 Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks which is the subject of a pending application with the Securities and Exchange Commission for an increase in authorized capital. The 8,800,000,000 increase was approved by the Board of Directors on 28 July 2021 as previously disclosed in the PSE report dated 29 July 2021: https://edge.pse.com.ph/openDiscViewer.do?edge_no=045b6dd8431765625d542af6f1e997b9 and by the stockholders on 24 September 2021: https://edge.pse.com.ph/openDiscViewer.do?edge_no=ed19a9d6d6e3df355d542af6f1e997b9
Date of Approval by
Board of Directors		 Oct 21, 2022
Date of Approval by Stockholders Nov 29, 2022
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
Article VI The number of of the members of the Board of Directors shall be nine (9) The number of of the members of the Board of Directors shall be eleven (11)
Article VII That the authorized capital stock of the corporation shall be increased to an amount to be determined by the Board of Directors but not exceeding ELEVEN BILLION EIGHT HUNDRED MILLION PESOS (PhP11,800,000,000.00) divided into: a) not exceeding Three Billion (3,000,000,000) Common Shares at One Peso (PhP1.00) per share, and b) not exceeding Eight Billion Eight Hundred Million (8,800,000,000) Serial Redeemable Preferred Shares at PhP1.00 per share and subject to specific features to be determined by the Board of Directors, consisting of Six Billion Seven Hundred Fifty Million (6,750,000,000) Series “A” Serial Redeemable Preferred Shares, One Billion Eight Hundred Million (1,800,000,000) Series “B” Serial Redeemable Preferred Shares, and Two H That the authorized capital stock of the corporation is TWENTY BILLION FOUR HUNDRED SEVENTY MILLION FIFTY THOUSAND (P20,470,050,000.00), Philippine Currency, divided into FOUR BILLION FIVE HUNDRED MILLION (4,500,000,000) shares of Common Stock with par value of One Peso (P1.00) per share; and TWO HUNDRED THIRTY MILLION (230,000,000) Serial Cumulative Convertible Redeemable Preferred Stock with a par value of Ten Pesos (P 10.00) per share; SEVEN BILLION FOUR HUNDRED SEVENTY MILLION (7,470,000,000) Series “A” Serial Redeemable Preferred Stocks with par value of One Peso (P1.00) per share; FOUR BILLION SIX HUNDRED EIGHT MILLION NINE HUNDRED THOUSAND (4,608,900,000) Series “B” Serial Redeemable Preferred Stocks
Article VII - continuation The Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks shall have no voting rights. The rest of the rights and features of the Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks may be stipulated and determined at the discretion of the Board of Directors in accordance with all applicable laws, rules, and regulations. with par value of One Peso (P1.00) per share; and ONE BILLION FIVE HUNDRED NINETY ONE MILLION ONE HUNDRED FIFTY THOUSAND (1,591,150,000) Series “C” Serial Redeemable Preferred Stocks with par value of One Peso (P1.00) per share.
Rationale for the amendment(s)

The additional increase in Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks is intended to accommodate the issuance of additional preferred shares to be issued by PTT to its creditors as payment for its debts. The payment will be through a debt-to-equity conversion in accordance with PTT’s Rehabilitation Plan.

The removal of the restriction on foreign ownership in common stocks is intended to increase the number of potential investors and for PTT to raise additional funds for its business operations.

The increase in the number of directors is for the purpose of complying with the requirements of corporate governance.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The amendment will not affect the business and operations of PTT. The additional Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks will not affect the capital structure since these shares have no voting rights and will only be issued in favor of the creditors of PTT in accordance with its Rehabilitation Plan.
Other Relevant Information

The foregoing amendments are part of the agenda for the Annual Stockholders' Meeting (ASM) of PTT scheduled on 29 November 2022.

The disclosure was amended to include the additional amendments to the Articles of Incorporation as approved by the Board of Directors on 21 October 2022.

The disclosure was amended to indicate the approval of the foregoing amendments by the stockholders of PTT during the Annual Stockholders' Meeting held on 29 November 2022.

Please see attached SEC Form 17-C and Summary of Amendments.
Filed on behalf by:
Name Kenneth Joey Maceren
Designation Corporate Secretary