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)
May 15, 2025
2. SEC Identification Number
9170
3. BIR Tax Identification No.
000-400-016-000
4. Exact name of issuer as specified in its charter
UNIVERSAL ROBINA CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8th Floor, Tera Tower, Bridgetowne, E. Rodriguez, Jr. Avenue (C5Road), Ugong Norte, Quezon City, Metro ManilaPostal Code1110
8. Issuer's telephone number, including area code
(632) 8633-7631 to 40
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
2,138,957,848
11. Indicate the item numbers reported herein
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.
Universal Robina CorporationURC
PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Amendment to the Articles of Incorporation
Background/Description of the Disclosure
Amendment of Article Second of the Articles of Incorporation of Universal Robina Corporation ("URC") in order to incorporate the following in the Corporation’s primary and secondary purpose:
(i) PRIMARY PURPOSE: the inclusion of selling at retail of any and all goods, commodities, wares and merchandise of every nature and description, including but not limited to, all kinds of food and food-related products.
(ii) SECONDARY PURPOSE: the inclusion of the business of implementing waste diversion strategies.
At the Annual Meeting of Stockholder of URC held on May 15, 2025, stockholders representing at least two-thirds (2/3) of the outstanding capital stock approved the same amendment.
Date of Approval by Board of Directors
Mar 14, 2025
Date of Approval by Stockholders
May 15, 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
Amendment(s)
Article No.
From
To
Second
Please see attached.
Please see attached.
Rationale for the amendment(s)
The amendment to the primary and secondary purposes is being proposed in order to incorporate the following:
(i) PRIMARY PURPOSE: the inclusion of selling at retail of any and all goods, commodities, wares and merchandise of every nature and description, including but not limited to, all kinds of food and food-related products.
(ii) SECONDARY PURPOSE: the inclusion of the business of implementing waste diversion strategies.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC
May 20, 2025
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
The proposed amendments to the primary and secondary purposes of URC are not expected to have any material adverse effect on the business or operations of URC.
Other Relevant Information
This PSE Disclosure Form 4-3 is being amended to reflect the date of approval of URC stockholders on the amendment of the Primary and Secondary Purposes under Article Second of the Amended Articles of Incorporation as described above.