C04361-2024

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)
Jul 1, 2024
2. SEC Identification Number
CS201320778
3. BIR Tax Identification No.
008-647-589
4. Exact name of issuer as specified in its charter
Century Pacific Food, Inc.
5. Province, country or other jurisdiction of incorporation
MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7/F Centerpoint Building, Julia Vargas Avenue cornert Garnet Road, Ortigas Center, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(02) 8633 8555
9. Former name or former address, if changed since last report
-
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 Shares 3,542,258,595
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.

Century Pacific Food, Inc.CNPF

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 the By-Laws
Background/Description of the Disclosure

The Board of Directors in its special meeting held on May 6, 2024 via remote communication, at which meeting, a quorum was present and acting throughout, and at the Annual Meeting of the Shareholders of the Corporation, held on July 1, 2024 via remote communication, unanimously approved to amend Article VI, Section 3 of the By-Laws to adjust the notice period for the conduct of stockholders’ meetings from ten (10) days to twenty (21) days and Article VI, Section 7 of the By-Laws to formally authorize the stockholders to vote through remote communication or in absentia in accordance with the Revised Corporation Code.

Article VI, Section 3 is amended from:

Notice - Notices for the meetings shall be sent by the Secretary by personal delivery, by mail or electronic message at least two (2) weeks for regular and at least one (1) week for special meetings, prior to the date of the meeting, of each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose for which the meeting is called.

To be read as follows:

Notice - Notices for the meetings shall be sent by the Secretary by personal delivery, by mail or electronic message at least twenty-one (21) days for regular and special meetings, or such number of days as may be required under relevant rules and regulations, prior to the date of the meeting, to each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose for which the meeting is called.

Article VI, Section 7 is amended from:

Manner of Voting – At all meetings of the stockholders, a stockholder may vote in person or by proxy. Unless otherwise provide in the proxy, it shall be valid only for the meeting at which it has been presented to the Secretary. All proxies must be in the hands of the secretary at least ten (10) before the time set for the meeting. Proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented and recorded with the Secretary, prior to a scheduled meeting. (As amended on November 25, 2013)

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To be read as follows:

Manner of Voting – At all meetings of the stockholders, a stockholder may vote in person or by proxy. Unless otherwise provide in the proxy, it shall be valid only for the meeting at which it has been presented to the Secretary. All proxies must be in the hands of the secretary at least ten (10) before the time set for the meeting. Proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented and recorded with the Secretary, prior to a scheduled meeting. (As amended on November 25, 2013)

Stockholders may also vote via remote communication or in absentia, in which case they shall be deemed present for purposes of quorum. Provided, however, that the votes are received by the Secretary before the Corporation finishes the tally of votes.

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Date of Approval by Board of Directors May 3, 2024
Date of Approval by Stockholders Jul 1, 2024
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
Article VI, Section 3 See attached See attached
Article VI, Section 7 See attached See attached
Rationale for the amendment(s)

The reason for the Amendment of the Amended By-laws is (i) to adjust the notice period and (ii) to formally authorize stockholders to vote through remote communication or in absentia, in accordance with the Revised Corporate Code.
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

The amendment is made to reflect the date of approval of the stockholders.
Filed on behalf by:
Name Maria Rosario Ybanez
Designation Compliance Officer