C00522-2025

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)
Jan 28, 2025
2. SEC Identification Number
CEO2536
3. BIR Tax Identification No.
003-828-269-V
4. Exact name of issuer as specified in its charter
ABOITIZ EQUITY VENTURES INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines Postal Code 1634
8. Issuer's telephone number, including area code
(02) 8886-2800
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 Stock P1 Par Value 5,552,805,057
Amount of Debt Outstanding (As of Sept. 30, 2024) 374,567,248,000.00
11. Indicate the item numbers reported herein
Item 9: Other Matters

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.

Aboitiz Equity Ventures, Inc.AEV

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 Sections 1 Article I of the By-Laws of Aboitiz Equity Ventures Inc. (“AEV”, or the “Company”).

Background/Description of the Disclosure

The proposed amendments are made in order to reflect the following:
1. To change the Company’s principal place of business to its future corporate headquarters in Makati City.
2. To align with the provisions of the Revised Corporation Code, the Company’s updated corporate governance practices, and applicable SEC rules and regulations.

Date of Approval by Board of Directors Jan 28, 2025
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable N/A
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 I Section 1 SECTION I AnnuaI Meeting - The annual meeting of the stockholders shall be held, if practicable, at the principal office of the Company at 32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines, or in lieu thereof at any location within Metro Manila that the Board of Directors may approve, and at a time to be announced by the Board of Directors on the day which is the 4th MONDAY OF APRIL of each year; provided that if such day is a legal holiday, the annual meeting of the stockholders shall be held on the next succeeding business day. SECTION I AnnuaI Meeting - The annual meeting of the stockholders shall be held, if practicable, at the principal office of the Company at Ayala Triangle Gardens Tower 2, Paseo de Roxas, Corner Makati Avenue, Makati City, Metro Manila, Philippines, or in lieu thereof at any location within Metro Manila that the Board of Directors may approve, and at a time to be announced by the Board of Directors on the day which is the 4th MONDAY OF APRIL of each year; provided that if such day is a legal holiday, the annual meeting of the stockholders shall be held on the next succeeding business day.
Article I Section 3 SECTION 3. Notices – Notice of time and place of annual or special meetings of the stockholders shall be given personally, by mail addressed to each stockholder of record at the address left by such stockholder with the Corporate Secretary of the Corporation or at his last known address, by telefacsimile, electronic mail or publication in a newspaper of general circulation, at least fifteen (15) days before the date set for such meetings; Provided, however, that in the case of special meetings, notice shall be given at least five (5) days before the said meeting and shall state the object or objects of the same. Failure or irregularity of notice of any annual or special meeting shall not invalidate such meetings or any proceedings when all SECTION 3. Notices – Notice of time and place of annual or special meetings of the stockholders shall be given personally, by mail addressed to each stockholder of record at the address left by such stockholder with the Corporate Secretary of the Corporation or at his last known address, by telefacsimile, electronic mail, publication in a newspaper of general circulation, or any other manner as the Securities and Exchange Commission shall allow under its rules and regulations, at least twenty one (21) days before the date set for such meetings; Provided, however, that in the case of special meetings, notice shall be given at least one (1) week before the said meeting and shall state the object or objects of the same. For this purpose, the C
Article I Section 8 SECTION 8. Minutes – Minutes of all meetings of the stockholders shall be kept and preserved as a record of the business transacted at such meetings. The minutes shall contain such entries as may be required by law. SECTION 8. Minutes – Minutes of all meetings of the stockholders shall be kept and preserved as a record of the business transacted at such meetings. The minutes shall contain such entries as may be required by law or rules and regulations as may be issued by the Securities and Exchange Commission from time to time.
Article II Section 1 SECTION 1. Qualification and Election – xxxxxxxx Nominations for election of members of the Board of Directors by stockholders must be received by the Corporate Secretary no less than fifteen (15) working days prior to the date of the regular annual stockholders’ meeting, except as may be provided by the Board of Directors in appropriate guidelines that it may promulgate from time to time in compliance with law. xxxxxxxxx SECTION 1. Qualification and Election – xxxxxxxx Nominations for election of members of the Board of Directors by stockholders shall be accepted starting January 1 of the year in which such nominee is to serve. Nominations shall be closed by February 15 of the same year, except as may be provided by the Board of Directors in appropriate guidelines that it may promulgate from time to time in compliance with law. xxxxxxxxx
Article II Section 2 SECTION 2. Independent Directors - The Corporation shall have at least two (2) independent directors or at least twenty percent (20%) of the entire Board membership, whichever is lesser. The independent directors shall have all the qualifications and none of the disqualifications set forth in Section 38 of the Securities Regulation Code and its Implementing Rules and Regulations, as the same may be amended from time to time. SECTION 2. Independent Directors - The Corporation shall have at least two (2) independent directors or at least twenty percent (20%) of the entire Board membership, whichever is lesser. The independent directors shall have all the qualifications and none of the disqualifications set forth in Section 38 of the Securities Regulation Code and its Implementing Rules and Regulations, and circulars and guidelines that the Securities and Exchange Commission may issue from time to time.
Article II Section 4 SECTION 4. Meetings – The Board of Directors shall hold a meeting, for organization and for the election of officers, immediately after their election, of which meeting no notice is required. Thereafter, the Board of Directors shall hold regular meetings at least quarterly on such dates as it may fix. Special meetings of the Board of Directors may be called by the Chairman or the President or on the written request of two (2) directors on one day’s prior notice to each director personally, in writing, by telefacsimile, electronic media, and such meeting may be held any place within the Philippines. xxxxxxxxxxxx SECTION 4. Meetings – The Board of Directors shall hold a meeting, for organization and for the election of officers, immediately after their election, of which meeting no notice is required. Thereafter, the Board of Directors shall hold regular meetings at such frequency and dates as the Board may determine in its discretion. Special meetings of the Board of Directors may be called by the Chairman or the President or on the written request of two (2) directors on two (2) day’s prior notice to each director personally, in writing, by telefacsimile, electronic media, and such meeting may be held any place within the Philippines. xxxxxxxxxxxx
Article IV Section 6 SECTION 6. Loss or Destruction of Certificates – The Board of Directors may direct a new certificate of stock to be issued in place of any certificate theretofore issued and alleged to have been lost or destroyed. The Board of Directors authorizing such issue of a new certificate, may, in its discretion, require the owner of the stock or his legal representative to furnish proof by affidavit or otherwise to the satisfaction of the Board as to ownership of the stock alleged to have been lost or destroyed, and the facts which supported its loss or destruction. The Board of Directors may also require him to give notice of such loss or destruction by publication or otherwise, as it may direct, and cause the delivery to the Corporation of a bon SECTION 6. Loss or Destruction of Certificates – The Board of Directors may direct a new certificate of stock to be issued in place of any certificate alleged to have been lost, stolen, or destroyed. The Board of Directors authorizing such issue of a new certificate, may, in its discretion, require the owner of the stock or his legal representative to furnish proof by affidavit or otherwise to the satisfaction of the Board as to ownership of the stock alleged to have been lost, stolen, or destroyed, and the facts which supported its loss or destruction. The Board of Directors may also require him to give notice of such loss, theft, or destruction by publication or otherwise, as it may direct, and cause the delivery to the Corporation of a
Rationale for the amendment(s)

The Company is relocating its headquarters to Makati City to conduct its business operations in a more accessible location to better serve stakeholders.

In addition to the change in principal address, AEV is amending its By-Laws to (i) align with the applicable provisions of the Revised Corporation, particularly on the notice periods for Board and Stockholder meetings, and re-issuance of lost, stolen, or destroyed stock certificates and (ii) make editorial clean ups.

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

On May 18, 2009, the stockholders representing at least 2/3 of the issued and outstanding capital stock approved the delegated authority of the Board of Directors to amend or repeal the Company’s By-Laws or adopt new By-Laws. The same delegated authority was renewed by an affirmative vote by stockholders representing 94.03% of the stockholders present in person or by proxy in the 2015 ASM.

By virtue of the delegated authority, the members of the Board of Directors of AEV, in its regular Board meeting held today, January 28, 2025, approved the amendments of the Company’s By-Laws.

Filed on behalf by:
Name Mailene de la Torre
Designation Assistant Corporate Secretary