CPGI (the “Corporation”) would like to inform the Honorable Exchange that during its Special Board Meeting held on December 5, 2025, the following resolutions were passed:
1. Resolution on the approval for CPGI to register, offer, sell, and issue by way of public offering in the Philippines, Debt Securities amounting to ₱12,000,000,000.00 (the “Debt Securities”), with an initial offering of fixed rate bonds with an aggregate principal amount of up to ₱3,000,000,000.00, with an oversubscription option of up to ₱2,000,000,000.00 (the “Offer”, and the bonds subject of the Offer, the “Bonds”), consisting of 4-year Series D Bonds due on 2030, and 7-year Series E Bonds due on 2033, and the shelf registration of not less than ₱7,000,000,000.00 to be offered over a period not exceeding five (5) years from the effective date of the registration statement for the Debt Securities
2. Resolution on the authority for CPGI to apply for (i) the registration and licensing of the Debt Securities with the Securities and Exchange Commission (“Commission”), and (ii) the listing of the Bonds with the Philippine Dealing and Exchange Corporation (“PDEx”), and that the Corporation be authorized to sign, execute, deliver any and all documents, contracts, agreements, and instruments as may be required or necessary in connection with the issuance of the Debt Securities, as well as its registration and licensing with the Commission, and the listing with the PDEx, and the use of the Philippine Dealing Systems Group’s e-Securities Issuer Portal (e-SIP).
3. Resolution on the authority for CPGI to delegate to its Management the determination of the amount and the timing of the succeeding issuances of the Debt Securities within the shelf registration period.
4. Resolution on the authority for CPGI to engage the services of underwriters, bookrunners, issue manager, advisors, legal counsel, trustee, registrar and paying agent/bank, and other agents as may be necessary, proper or desirable to effect and implement the registration and licensing of the Debt Securities with the Commission, the listing of the Debt Securities with the PDEx and the offer for sale, to the public and investors within the Philippines, of its Debt Securities, under such terms and conditions as the Management may deem to be fair and reasonable and in the best interest of the Corporation.
5. Resolution on the authority for CPGI to sign, execute and deliver any and all documents, contracts, agreements and instruments as may be required or necessary in connection with the aforementioned registration and licensing of the Debt Securities with the Commission, the listing of the Debt Securities with the PDEx, and the offer for sale to the public of the Debt Securities. 6. Resolution on the ratification of the disclosures contained in the Registration Statement and Offer Supplement to be filed by the Corporation with the Securities and Exchange Commission in connection with the registration of the unsecured bonds to be offered by the Corporation to the public; and
7. Resolution further authorizing CPGI to implement all necessary corporate and other actions to proceed with the offering and issuance of the Bonds;
The Company fully undertakes that it shall furnish the Honorable Exchange all material documentation and filings for the aforementioned resolutions. |