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)
Jul 5, 2023
2. SEC Identification Number
808
3. BIR Tax Identification No.
000-162-935
4. Exact name of issuer as specified in its charter
DITO CME HOLDINGS CORP.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
21st Floor, Udenna Tower, Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig CityPostal Code1634
8. Issuer's telephone number, including area code
+63284034007
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
14,035,000,000
11. Indicate the item numbers reported herein
Item 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.
DITO CME Holdings Corp.DITO
PSE Disclosure Form 4-24 - Results of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of the Annual Stockholders' Meeting of DITO held on 5 July 2023
Background/Description of the Disclosure
DITO held its Annual Stockholders' Meeting on 5 July 2023 via videoconferencing.
List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person
Shareholdings in the Listed Company
Nature of Indirect Ownership
Direct
Indirect
Dennis A. Uy
6,375,323
5,226,806,650
Through Udenna Corporation
Ernesto R. Alberto
3,500,000
0
-
Joseph John L. Ong
1,113,501
0
-
Cherylyn C. Uy
10,000
1,492,893,350
Through Udenna Corporation
Eric O. Recto
1,000,000
890,615
Through Monfortino Holdings Inc.
Raouf A. Kizilbash
1
0
-
Enrico S. Cruz
100
0
-
Jonathan L. Ravelas
5,000
0
-
Salvador C. Medialdea
1,000
0
-
External auditor
Punongbayan & Araullo
List of other material resolutions, transactions and corporate actions approved by the stockholders
The stockholders approved the following:
1. Review and Approval of the Minutes of the Previous Meeting held on 6 December 2022 2. Approval of the Audited Financial Statements for 2022 3. Ratification of Acts of the Board of Directors and Management since the Last Annual Stockholders’ Meeting held on 6 December 2022 4. Election of Directors (including independent directors) 5. Approval of the merger of the Company with its wholly-owned subsidiary, Udenna Communications, Media and Entertainment Holdings Corp. 6. Approval of authority to act as surety and/or guarantor for its subsidiaries at the terms and conditions approved by the Board of Directors 7. Approval of issuance of shares pursuant to an equity offering, private placement, top-up placement or similar transaction to be determined by the Board and the listing of such shares. 8. Approval for the offer for sale and issuance of convertible bonds (the “Convertible Bonds”) to such number of investors to be determined by the Board of Directors, and the delegation of authority to the Board of Directors to negotiate and determine the terms and conditions of the issuance, including the transaction price, the terms and conditions of the issuance, and to engage the services of arrangers, advisors, legal counsel, and other agents as may be necessary, proper or desirable for the transaction, and the approval for the listing of the underlying common shares of the Convertible Bonds with the PSE. 9. Appointment of External Auditor
Other Relevant Information
Messrs. Cruz and Ravelas and Atty. Medialdea were elected as independent directors.
The details of the issuance of shares pursuant to an equity offering, private placement, top-up placement or similar transaction, the offer for sale and issuance of convertible bonds as well as the merger with Udenna CME are still to be determined subject to the approval of the Board of Directors.