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)
Mar 8, 2018
2. SEC Identification Number
C199800134
3. BIR Tax Identification No.
200-652-460-000
4. Exact name of issuer as specified in its charter
ABOITIZ POWER CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32nd Street, Bonifacio Global City, Taguig City, Metro Manila, PhilippinesPostal Code1634
8. Issuer's telephone number, including area code
(02) 886-2800
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 P1 Par Value
7,358,604,307
Amount of Debt Outstanding (As of Sept 30, 2017
222,237,327,000.00
11. Indicate the item numbers reported herein
9
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Aboitiz Power CorporationAP
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Amendment to Section 1 Article I of the Aboitiz Power Corporation (AboitizPower) By-Laws.
Background/Description of the Disclosure
To move AboitizPower’s Annual Stockholders’ Meeting from the 3rd Monday of May of every year to the 4th Monday of April of every year, and to clarify that the venue of the Annual Stockholders Meeting may be at any city or municipality in Metro Manila in accordance with Section 51 of the Corporation Code and the delegated power of the Board of Directors.
Date of Approval by Board of Directors
Mar 8, 2018
Date of Approval by Stockholders
N/A
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 and Section Nos.
From
To
Article I Section 1
SECTION 1. Annual Meeting – The annual meeting of the stockholders shall be held at the principal office of the Corporation at 32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines at a time to be announced by the Board of Directors every 3rd MONDAY OF MAY of each year, and if such day is a legal holiday, in which case, it shall be held on the next business day of the following.
SECTION 1. Annual Meeting – The annual meeting of the stockholders shall be held, if practicable, at the principal office of the Corporation at 32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines, or in lieu thereof at any location within Metro Manila that the Board of Directors may approve, and at a time to be announced by the Board of Directors on the day which is the 4th MONDAY OF APRIL of each year; provided that if such day is a legal holiday, the annual meeting of the stockholders shall be held on the next succeeding business day.
Rationale for the amendment(s)
This amendment will ensure that the Company’s financial reports and information statements will be published during the first quarter following the end of the previous fiscal year, which is in accordance with best corporate governance practices.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
TBA
Expected date of SEC approval of the Amended By-Laws
TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
None
Other Relevant Information
On May 18, 2009, the stockholders representing at least 2/3 of the issued and outstanding capital stock approved the delegated authority of the Board of Directors to amend or repeal the Company’s By-Laws or adopt new By-Laws. The same delegated authority was renewed by an affirmative vote by stockholders representing 98.77% of the issued and outstanding capital stock of the Company at the 2014 ASM.
By virtue of the delegated authority, the members of the Board of Directors of AboitizPower, in its Special Board Meeting today, March 8, 2018, approved the amendment of the Company’s By-laws to change the Company’s ASM date from the third Monday of May of every year to the fourth Monday of April of every year, and to clarify that the venue of the ASM may be at any city or municipality in Metro Manila in accordance with Section 51 of the Corporation Code.