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)

Jun 21, 2022

2. SEC Identification Number

62596

3. BIR Tax Identification No.

000-163-715-000

4. Exact name of issuer as specified in its charter

KEPPEL PHILIPPINES HOLDINGS, INC.

5. Province, country or other jurisdiction of incorporation

MAKATI CITY PHILIPPINES

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

UNIT 3B COUNTRY SPACE 1 BUILDING, 133 SEN GIL PUYAT AVE., SALCEDO VILLAGE, BRGY. BEL-AIR, MAKATI CITY Postal Code 1200

8. Issuer's telephone number, including area code

63288921816

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 A	35,761,770
COMMON B	21,483,249

11. Indicate the item numbers reported herein

ITEMS 4 AND 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.

Keppel Philippines Holdings, Inc.KPH

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 By-Laws
Background/Description of the Disclosure
Amendment to By-Laws

Date of Approval by Board of Directors	Jun 17, 2022
Date of Approval by Stockholders	Jun 17, 2022
Other Relevant Regulatory Agency, if applicable	-
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
Art. I, Sec 1	Section 1. The principal office of the corporation shall be located in Makati, Rizal, Philippines, and branch offices may be established elsewhere in the Philippines as the Board of Directors may, from time to time determine.	Section 1. The principal office of the corporation shall be located in Makati City, Philippines, as stated in the Articles of Incorporation, and branch offices may be established elsewhere in the Philippines as the Board of Directors may, from time to time, determine.
Art. II	New provision	Section 1-A. Election and Term - The Board of Directors shall be elected during each regular meeting of stockholders and shall hold office for one (1) year and until their successors are elected and qualified.
Art. II	New provision	Please see attached
Art. II	New provision	Please see attached
Art II	New provision	Please see attached
Art. II, Sec 3	Please see attached	Please see attached
Art. III, Sec 1	Please see attached	Section 1. Definition. - Independent director means a person who is independent of management and the controlling shareholder, and is free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgment in carrying out his responsibilities as a director.
Art. III, Sec 2	Section 2. Composition. - The corporation shall have at least two (2) independent directors or at least 20% of its board size, whichever is the lesser.	Section 2. Composition. - The corporation shall have at least three (3) independent directors, or such number as to constitute at least one-third (1/3) of the members of the Board, whichever is higher.
Art. III, Sec 4	Section 4. Qualifications. - An independent director shall have the following qualifications: a. He shall have at least one (1) share of stock of the corporation; b. He shall be at least a college graduate or he shall have been engaged or exposed to the business of the corporation for at least five (5) years; c. He shall possess integrity and probity; and d. He shall be assiduous.	Please see attached
Art. III, Sec 5	Please see attached	Section 5. Term Limit of Independent Directors - The corporation’s independent directors shall serve for a maximum cumulative term of nine (9) years. After which, the independent director shall be perpetually barred from reelection as such in the same company, but may continue to qualify for nomination and election as a non-independent director. In the instance that the corporation wants to retain an independent director who has served for nine (9) years, the Board of Directors shall provide meritorious justification/s and seek stockholders’ approval during the annual stockholders’ meeting. Reckoning of the cumulative nine-year term is from 2012.
Art. IV, Sec 4	Section 4. Audit and Risk Management Committee (ARMC) - The Audit and Risk Management Committee shall be composed of at least three (3) appropriately qualified non-executive directors, the majority of whom, including the Chairman, will be independent. All of the members of the committee must have relevant background, knowledge, skills and/or experience intheareas of accounting, auditing and finance. The Chairman of the ARMC will not be the chairman of the Board or of any other committees.	Section 4. Audit, Risk Management and ComplianceCommittee (ARMC) - The Audit, Risk Management and ComplianceCommittee shall be composed of at least three (3) appropriately qualified non-executive directors, the majority of whom, including the Chairman, will be independent. All of the members of the committee must have relevant background, knowledge, skills and/or experience in the areas of accounting, auditing and finance. The Chairman of the ARMC will not be the chairman of the Board or of any other committees.
Art. V, Sec 2	Section 2. Chairman - The Chairman who shall be elected by the Board from their own members shall preside at all meetings of the Board of Directors and stockholders and shall perform such functions and exercise such duties as may be delegated to him by the Board of Directors.	Section 2. Chairman - The Chairman who shall be elected by the Board from their own members shall preside at all meetings of the Board of Directors and stockholders. He shall also perform such functions and exercise such duties as may be delegated to him by the Board of Directors, and those responsibilities enumerated under the Corporation’s Manual on Corporate Governance.
Art. V, Sec 3	Section 3. President -- The President who shall be elected by the Board of Directors from their own members shall have the following powers and duties: a) He shall preside at all meetings in the absence of the Chairman; b) He shall sign all certificates of stock; and c) He shall perform all such other duties as may be delegated to him by the Board of Directors.	Section 3. President -- The President who shall be elected by the Board of Directors from their own members shall have the following powers and duties: a) He shall preside at all meetings in the absence of the Chairman; b) He shall sign all certificates of stock; and c) He shall perform all such other duties as may be delegated to him by the Board of Directors, and those responsibilities enumerated under the Corporation’s Manual on Corporate Governance.
Art. V, Sec 7	Section 7. Secretary - The Secretary, who must be a Filipino citizen and a resident of the Philippines, shall issue notices of all meetings of the directors and stockholders; shall keep the minutes of said meetings; shall have charge of the corporate seal and the books of the Corporation; shall countersign the certificates of stocks and such instrument as may require his signature and shall render such reports and perform such other duties as are incidental to his office or are properly required of him by the Board of Directors.	Section 7. Secretary - The Secretary, who must be a Filipino citizen and a resident of the Philippines, shall issue notices of all meetings of the directors and stockholders; shall keep the minutes of said meetings; shall have charge of the corporate seal and the books of the Corporation; shall countersign the certificates of stocks and such instrument as may require his signature and shall render such reports. He shall also perform such other duties as are incidental to his office or are properly required of him by the Board of Directors and those responsibilities enumerated under the Corporation’s Manual on Corporate Governance.
Please see attached	New provision	Please see atached
Art. V, Sec 9	Section 9. Internal Auditor - The Corporation shall have in place an independent internal audit function which shall be performed by an Internal Auditor or a group of Internal Auditors, through which its Board, senior management, and stockholders shall be provided reasonable assurance that its key organizational and procedural controls are effective, appropriate, and complied with. The Internal Auditor shall report to the Audit Committee. (As amended during the Board of Directors' and Stockholders' Meeting both held on 11 June 2003)	Section 10. Internal Auditor - The Corporation shall have in place an independent internal audit function which shall be performed by an Internal Auditor or a group of Internal Auditors, through which its Board, senior management, and stockholders shall be provided reasonable assurance that its key organizational and procedural controls are effective, appropriate, and complied with. The Internal Auditor shall report to the Audit,Risk Management and Compliance Committee.
Please see attached	Please see attached	Section 11. Compensation. - All officers shall receive such salaries or compensation as may be fixed by the Board of Directors.
Please see attached	Please see attached	Section 12. Vacancies. - If the office of the President, Vice President, General Manager, Treasurer and Secretary becomes vacant by death, resignation, or otherwise, the remaining directors, if still constituting a quorum by a majority vote may choose a successor or successors who shall hold office for the unexpired term. In case of the temporary absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers and duties of such officer to any other officer or to any director for the time being, provided a majority of the board concur therein and such delegation is not conferred by an express provision of these By-Laws.
Art. IX, Sec I	Please see attached	Please see attached
Art. X, Sec 1	Section 1. Place. – Regular or special meeting of the stockholders shall be held at the principal office of the Corporation at Makati, Rizal, Philippines.	Section 1. Place. – Regular or special meeting of the stockholders shall be held at the principal office of the Corporation at Makati, Philippines. Stockholders may participate by means of remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication that allow them reasonable opportunities to participate, subject to the guidelines of the Securities and Exchange Commission on stockholder participation in absentia.
Art. X, Sec 2	Section 2. Proxy. – Stockholders may vote at all meetings either in person or by proxy duly given in writing and presented to the Secretary for inspection and record at a date set by the Board prior to the holding of said meeting.	Section 2. Proxy. – Stockholders may vote at all meetings in person, by proxy duly given in writing and presented to the Secretary for inspection and record at a date set by the Board prior to the holding of said meeting, through remote communication, or in absentia.
Art. X, Sec 5	Please see attached	Please see attached
Art. X, Sec 6	Section 6. Special Meeting. – Special Meeting of the stockholders may be called by the President or Executive Vice President at his discretion, or on the demand of the stockholders holding the majority of the subscribed capital stock of the Corporation. (As amended on 14 June 1997) A written notice stating the day, hour and place of the meeting and the general nature of the business to be transacted shall be sent to each and every stockholder at least fifteen (15) business days prior to the date of such special meeting, provided, however, that this requisite may be waived by all stockholders in writing. (As amended during the Board of Directors’ Meeting and Stockholders’ Meeting both held on 11 June 2003)	Please see attached
Art. XI	Please see attached	Please see attached
Art. XII	1. The seal of the Corporation shall contain the name KEPPEL PHILIPPINES SHIPYARD INC., the year of incorporation and the principal office of the Corporation.	1. The seal of the Corporation shall contain the name KEPPEL PHILIPPINES HOLDINGS, INC., the year of incorporation and the principal office of the Corporation.

Rationale for the amendment(s)
To update the by-laws with recent laws and regulations; to make the by-laws consistent with the Revised Corporation Code and the Code of Corporate Governance for PLCs

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
None