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 31, 2024
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
0284034007
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
19,535,000,000
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 4-4 - 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
Amendments to DITO's By Laws
Background/Description of the Disclosure
The Corporation's board of directors and stockholders have approved on 31 July 2024 the amendments to the Corporation's by laws. The comparison between the old and new provisions as well as the rationale for each amendment is outlined below.
Date of Approval by Board of Directors
Jul 31, 2024
Date of Approval by Stockholders
Jul 31, 2024
Other Relevant Regulatory Agency, if applicable
None
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 II-A, Section 1
The Corporation shall have such number of independent directors as may be required by law.
The Corporation shall have such number of independent directors as may be required by law; provided, in no case shall the number of independent directors be less than two.
Article III, Section 2
The Board of Directors shall consist of eleven (11) members who shall be elected by the stockholders from among their number at the regular annual meeting of stockholders. They shall hold office for one year beginning immediately after their election and shall hold office until their successors are elected and shall have qualified.
The Board of Directors shall consist of nine (9) members who shall be elected by the stockholders from among their number at the regular annual meeting of stockholders. They shall hold office for one year beginning immediately after their election and shall hold office until their successors are elected and shall have qualified.
Article III, Section 6
Six (6) directors present at any regular or special meeting shall constitute a quorum for the transaction of all business. Action of the Board of Directors shall take effect only upon the affirmative vote of at least four directors.
Five (5) directors present at any regular or special meeting shall constitute a quorum for the transaction of all business. Action of the Board of Directors shall take effect only upon the affirmative vote of at least three (3) directors.
Rationale for the amendment(s)
The amendment in the By Laws to the number of board of directors and number of independent directors are proposed in order to ensure consistency with the provisions of the Company’s Articles of Incorporation. The current Articles of Incorporation provides for 9 members of the board of directors and such number of independent directors, not less than two, as may be prescribed by law. The amendments to the By Laws have no significant effect to the current composition of the Company’s board of directors. Meanwhile, the amendment of the required number of directors present to constitute a quorum in directors’ meetings is also adjusted in view of the change in the number of directors.
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
There are no expected substantial effects of the amendments to the Company's business and operations as these amendments were made for purposes of corporate housekeeping.