C05669-2024

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)
Aug 20, 2024
2. SEC Identification Number
ASO95002283
3. BIR Tax Identification No.
004-703-376-000
4. Exact name of issuer as specified in its charter
DMCI HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
DACON BLDG. 2281 CHINO ROCES AVENUE, MAKATI CITY Postal Code 1231
8. Issuer's telephone number, including area code
(632) 88883000
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 13,277,470,000
PREFERRED 960
11. Indicate the item numbers reported herein
ITEM NO. 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.

DMCI Holdings, Inc.DMC

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Results of the Special Board of Directors' Meeting
Background/Description of the Disclosure

This is to inform the investing public that at the meeting of the Board of Directors held on August 20, 2024, the Board approved the following:


1. Subject to stockholders’ approval, amendment of the Articles of Incorporation (“AOI”) to Reclassify 10,000,000 Preferred Shares into Class B Preferred Shares, with the following terms:

a) Par value of Php1.00 per share
b) Dividend rate fixed at 4% of the issue value per year, to be paid out on a quarterly basis (or 1% of issue value per quarter)
c) Term is perpetual unless redeemed at the sole option of DMCI Holdings, Inc. at issue price. The option to redeem may be exercised in one or more installments beginning on the 5th anniversary of the issuance of Class B Preferred Shares, and every quarter after the 5th anniversary.
d) Conversion price shall be set at a 30% premium over the volume weighted average price of the common share over the 30 trading days immediately preceding the conversion date (the “Conversion Price”)
e) Class B Preferred Shareholder shall be given the option to convert the shares into common shares at the Conversion Price.

2. Subject to stockholders’ approval and approval by the Securities and Exchange Commission of the amendment of the Articles of Incorporation reclassifying 10,000,000 unissued preferred shares into Class B Preferred Shares, the issuance of 10,000,000 Class B Preferred Shares to Dacon Corporation by way of private placement at the issue price of Php1,000 per share, or total issue price of Php10,000,000,000, payable in one lump sum or in installments, provided that full payment shall be made not later than the closing date for the purchase of shares in Cemex Asian South East Corporation.

3. Subject to stockholders’ approval, the amendment of the Bylaws of the Corporation to change the schedule of the annual stockholders’ meeting from the 3rd Tuesday of May to the 2nd Tuesday of May

4. Special Stockholders’ Meeting

The Corporation will hold a Special Stockholders’ Meeting (SSM) on October 15, 2024, Tuesday, at 9:30 a.m. via remote communication. The Record Date for the SSM is set on September 6, 2024. The Board has appointed Castillo Laman Tan Pantaleon and San Jose Law Offices (CLTPSJ) and Stock Transfer Service, Inc. (STSI) as Committee of Inspectors while the audit firm, Punongbayan & Araullo (P&A) was appointed as Board of Canvassers.

The Board likewise approved the following:
a) Filing of the application to the Securities Exchange Commission (SEC) to authorize the distribution of Annual Stockholders meeting materials using the Quick Response (QR) Code.
b) Distribution of Notice of Annual Stockholders’ Meeting through publication in the business section of two (2) newspapers of general circulation in print and online format for two (2) consecutive days. Provided that the last publication of the Notice of ASM shall be made not later than twenty-one (21) days prior to scheduled ASM
Other Relevant Information

None.
Filed on behalf by:
Name Joseph Adelbert Legasto
Designation Deputy Chief Financial Officer