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)
Sep 5, 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
2,138,050,848
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 4-4 - 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
Amendments to the Corporation's By-Laws
Background/Description of the Disclosure
Approval by the Board of Directors of the amendments to the following provisions of the By-Laws of Universal Robina Corporation ("URC") in order to align with the current organizational structure of URC:
a. Article III, Section 4 b. Article III, Section 7 c. Article IV, Section 1 d. Article IV, Section 3 e. Article IV, Section 6 f. Article IV, Section 7
Appurtenant paragraph numbers will likewise be amended.
Please find attached Amended By-Laws of URC dated August 29, 2025 which was released by the SEC and received by URC on September 5, 2025.
Date of Approval by Board of Directors
Mar 14, 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
Aug 29, 2025
Date of Receipt of SEC approval
Sep 5, 2025
Amendment(s)
Article and Section Nos.
From
To
Article III, Section 4
Please see attached.
Please see attached.
Article III, Section 7
Please see attached.
Please see attached.
Article IV, Section 1
Please see attached.
Please see attached.
Article IV, Section 3
Please see attached.
Please see attached.
Article IV, Section 6
Please see attached.
Please see attached.
Article IV, Section 7
Please see attached.
Please see attached.
Rationale for the amendment(s)
To align the By-Laws with the current organizational structure of URC.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
May 15, 2025
Expected date of SEC approval of the Amended By-Laws
Aug 29, 2025
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
The proposed amendments to the By-Laws are not expected to have any adverse effect on the business, operations and/or capital structure of URC.
Other Relevant Information
Please refer to the attached Amendments to the By-Laws approved by the Board of Directors on March 14, 2025.
In separate resolutions passed by stockholders representing more than 2/3 of the outstanding capital stock on May 5, 2005 and by more than majority of the Board of Directors on March 8, 2005, the By-Laws of URC was amended such that the Board of Directors may, in any regular or special meeting, amend or repeal the By-Laws of URC provided that, such power delegated to the Board of Directors shall be considered revoked whenever stockholders representing majority of the outstanding capital stock of URC shall so vote at a regular or special meeting called for the purpose.
This disclosure is being further amended to include the date of approval by the SEC of the Amended By-Laws and receipt of such approval by URC.