C05951-2020

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)
Aug 19, 2020
2. SEC Identification Number
21817
3. BIR Tax Identification No.
000-530-631
4. Exact name of issuer as specified in its charter
Philippine Telegraph & Telephone Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Spirit of Communcations Center 106 C. Palanca St. Legaspi Village, Makati City Postal Code 1229
8. Issuer's telephone number, including area code
(02) 8726-8888
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 1,500,000,000
11. Indicate the item numbers reported herein
Item 9. Others

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.

Philippine Telegraph and Telephone CorporationPTT

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

In a meeting of the Board of Directors held on 19 August 2020, the Directors approved to further amend portions of the Amended Articles of Incorporation.

Date of Approval by
Board of Directors
Aug 19, 2020
Date of Approval by Stockholders TBA
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
Article I Philippine Telegraph & Telephone Corporation Philippine Telegraph & Telephone Corporation Doing business under the name and style: PT&T
Article VI That the number of the members of the Board of Directors shall be seven (7) and the names and residences of the Directors who are to serve as such until their successors have been duly elected and qualified as provided by the By-Laws are as follows: That the number of the members of the Board of Directors shall be nine (9) and the names and residences of the Directors who are to serve as such until their successors have been duly elected and qualified as provided by the By-Laws are as follows:
Article VII The Serial Redeemable Preferred Shares shall consist of the following series: A. Series “A” Serial Redeemable Preferred Stocks consisting of SIX BILLION SEVEN HUNDRED FIFTY MILLION (6,750,000,000) stocks with a par value of 1.00 per stock; B. Series “B” Serial Redeemable Preferred Stocks consisting of ONE BILLION EIGHT HUNDRED MILLION (1,800,000,000) stocks with a par value of 1.00 per stock; and C. Series “C” Serial Redeemable Preferred Stocks consisting of TWO HUNDRED FIFTY MILLION stocks with a par value of 1.00 per stock. The Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks shall have no voting rights. The rest of the rights and features of the Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks may be stipulated The Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks are convertible to common stocks and have no voting rights. The rest of the rights and features of the Series “A”, “B”, and “C” Serial Redeemable Preferred Stocks may be stipulated and determined at the discretion of the Board of Directors in accordance with all applicable laws, rules and regulations.
Rationale for the amendment(s)

The increase in the number of Directors is necessary in order to comply with corporate governance recommendations. The convertibility feature is proposed to make the preferred shares more commercially advantageous to the shareholders.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
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

None

Other Relevant Information

The proposed amendment to adopt a business or trade name supersedes the 24 July 2020 disclosure on the change of corporate name.

Filed on behalf by:
Name Kenneth Joey Maceren
Designation Legal Counsel