C07873-2024

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)
Dec 12, 2024
2. SEC Identification Number
167423
3. BIR Tax Identification No.
000-477-103
4. Exact name of issuer as specified in its charter
MEGAWORLD CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
30th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City, Philippines Postal Code 1634
8. Issuer's telephone number, including area code
(632) 8894-6300/6400
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 32,558,251,872
Preferred 6,000,000,000
11. Indicate the item numbers reported herein
Item 9(b)

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.

Megaworld CorporationMEG

PSE Disclosure Form 4-8 - Change in Directors and/or Officers
(Resignation/Removal or Appointment/Election)
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Appointment of New Independent Director; Reorganization of Membership of the Board Committees
Background/Description of the Disclosure

Effective today, 12 December 2024, Mr. Jesus B. Varela relinquished his position as Independent Director of Megaworld Corporation (the “Company”) in anticipation of the end of his nine-year term as independent director of the Company and to focus on other directorship positions within the Alliance Global Group, Inc. such as Global-Estate Resorts, Inc., MREIT, Inc., and Travellers International Hotel Group, Inc.

In its meeting today, 12 December 2024, the remaining directors, while still constituting a quorum and upon the recommendation of the Corporate Governance Committee, resolved to appoint Ma. Milagros C. Yuhico as Independent Director of the Company, to replace Mr. Varela. Furthermore, Atty. Cresencio P. Aquino was appointed as Lead Independent Director of the Company. The Board further moved to reorganize the membership of the Audit Committee, Corporate Governance Committee, Board Risk Oversight Committee and Related Party Transaction Committee, as follows:

Audit Committee composed of Ma. Milagros C. Yuhico as Chairperson, and Cresencio P. Aquino and Alejo L. Villanueva, Jr. as members;

Corporate Governance Committee composed of Cresencio P. Aquino as Chairman, and Alejo L. Villanueva, Jr. and Ma. Milagros C. Yuhico as members;

Board Risk Oversight Committee composed of Alejo L. Villanueva, Jr. as Chairman, and Cresencio P. Aquino and Enrique Santos L. Sy as members; and

Related Party Transaction Committee composed of Cresencio P. Aquino as Chairman, and Alejo L. Villanueva, Jr. and Enrique Santos L. Sy as members.

Ms. Ma. Milagros C. Yuhico, 68 years old, Filipino, is an Independent Director at MREIT Property Managers, Inc. (“MPMI”), and has held said position since 2021. Prior to joining MPMI, Ms. Campomanes-Yuhico rose from the ranks in Philippine Veterans Bank, serving for 20 years which ultimately led to the position of First Vice President and Head of the Trust and Investment Division. She also served in various capacities in Peninsula Development Bank, Campomanes Realty and Development Corporation, CAPLIFE (representing CAP Trust Fund), and BIC Investment Corporation (representing CAP Trust Fund). Ms. Yuhico is a Certified Public Accountant, and has extensive experience in the fields of accounting, audit, banking, trust and finance, having assumed positions and advisory functions in relation to such fields. She is a graduate of De La Salle University with a Bachelor of Science in Accounting, and has taken a Special Course for Trust at the Trust Institute Foundation of the Philippines.
Resignation/Removal or Replacement
Name of Person Position/Designation Effective Date of Resignation/Cessation of term
(mmm/dd/yyyy)		 Reason(s) for Resignation/Cessation
Jesus B. Varela Independent Director (Lead Independent Director); Chairman of the Audit Committee and Corporate Governance Committee 12/12/2024 Relinquishment of position in anticipation of the end of his nine-year term as independent director and to focus on other directorship positions within the Alliance Global Group, Inc. such as Global-Estate Resorts, Inc., MREIT, Inc., and Travellers International Hotel Group, Inc.
Election or Appointment
Name of Person Position/Designation Date of Appointment/Election
(mmm/dd/yyyy)		 Effective Date of Appointment Election
(mmm/dd/yyyy)		 Shareholdings in the Listed Company Nature of Indirect Ownership
Direct Indirect
Ma. Milagros C. Yuhico Independent Director; Chairperson of the Audit Committee; Member of the Corporate Governance Committee 12/12/2024 12/12/2024 1,000 - -
Promotion or Change in Designation
Name of Person Position/Designation Date of Approval
(mmm/dd/yyyy)		 Effective Date of Change
(mmm/dd/yyyy)		 Shareholdings in the Listed Company Nature of Indirect Ownership
From To Direct Indirect
Cresencio P. Aquino Independent Director; Member of the Executive Committee, Audit Committee, Corporate Governance Committee and Related Party Transaction Committee; Chairman of the Board Risk Oversight Committee Lead Independent Director; Chairman of the Corporate Governance Committee and Related Party Transaction Committee; Member of the Executive Committee, Audit Committee and Board Risk Oversight Committee 12/12/2024 12/12/2024 1 - -
Alejo L. Villanueva, Jr. Member of the Board Risk Oversight Committee Chairman of the Board Risk Oversight Committee 12/12/2024 12/12/2024 1 - -
Other Relevant Information

None
Filed on behalf by:
Name Krizelle Marie Poblacion
Designation Legal Counsel