C02675-2025 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 14,726,325,490 | |
Voting Preferred Shares | 12,442,492,531 |
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Subject of the Disclosure |
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Decrease in the Authorized Capital Stock |
Background/Description of the Disclosure |
Please be informed that our Board of Directors, at its regular meeting held today, approved the amendment of Article Seventh of our Articles of Incorporation to decrease the authorized capital stock (ACS) from Php21,437,602,946.40 to Php20,437,602,946.40 through the retirement of 1 Bn common shares held in Treasury. The decrease in our ACS and the amendment of the Seventh Article will be presented to our stockholders for approval at their annual meeting on April 24, 2025. |
Date of Approval by Board of Directors |
Feb 19, 2025 |
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Date of Approval by Stockholders | Apr 24, 2025 |
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 |
Article No. | From | To | |
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Seventh | The capital stock of the Corporation is TWENTY ONE BILLION FOUR HUNDRED THIRTY SEVEN MILLION SIX HUNDRED TWO THOUSAND NINE HUNDRED FORTY-SIX and 40/100 PESOS (P21,437,602,946.40), Philippine currency, divided into TWENTY BILLION (20,000,000,000) Common Shares with a par value of ONE PESO (P1.00) per share, or the aggregate amount of TWENTY BILLION PESOS (P20,000,000,000.00), and FOURTEEN BILLION THREE HUNDRED SEVENTY SIX MILLION TWENTY NINE THOUSAND FOUR HUNDRED SIXTY-FOUR (14,376,029,464) Voting Preferred Shares with a par value of TEN CENTAVOS (P0.10) per share, or the aggregate amount of ONE BILLION FOUR HUNDRED THIRTY SEVEN MILLION SIX HUNDRED TWO THOUSAND NINE HUNDRED FORTY SIX and 40/100 PESOS (P1,437,602,946.40) XXX | The capital stock of the Corporation is TWENTY BILLION FOUR HUNDRED THIRTY SEVEN MILLION SIX HUNDRED TWO THOUSAND NINE HUNDRED FORTY-SIX and 40/100 PESOS (P20,437,602,946.40), Philippine currency, divided into NINETEEN BILLION (19,000,000,000) Common Shares with a par value of ONE PESO (P1.00) per share, or the aggregate amount of NINETEEN BILLION PESOS (P19,000,000,000.00), and FOURTEEN BILLION THREE HUNDRED SEVENTY SIX MILLION TWENTY NINE THOUSAND FOUR HUNDRED SIXTY-FOUR (14,376,029,464) Voting Preferred Shares with a par value of TEN CENTAVOS (P0.10) per share, or the aggregate amount of ONE BILLION FOUR HUNDRED THIRTY SEVEN MILLION SIX HUNDRED TWO THOUSAND NINE HUNDRED FORTY SIX and 40/100 PESOS (P1,437,602,946.40)XXX |
Rationale for the amendment(s) |
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The 1Bn common shares redeemed by the Corporation are considered retired and are no longer re-issuable. The number of authorized shares of the capital stock is reduced accordingly and the AOI of the Corporation must be amended to reflect such reduction. |
Expected date of filing the amendments to the Articles of Incorporation with the SEC | TBA |
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Expected date of SEC approval of the Amended Articles of Incorporation | TBA |
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any |
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The proposed amendment to the Seventh Article of the Articles of Incorporation of the Corporation has no effect to the business/operations of the Corporation. The authorized capital stock of the Corporation will be reduced by the number of redeemed and retired common shares. |
Other Relevant Information |
This disclosure is being amended to reflect the date of stockholders' approval on the proposed amendment to our Articles of Incorporation. |
Name | Michelle Valbuena |
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Designation | Senior Compliance Manager |