C04877-2021

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)
Jul 15, 2021
2. SEC Identification Number
PW-937
3. BIR Tax Identification No.
000-391-438-000
4. Exact name of issuer as specified in its charter
EEI CORPORATION
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
NO. 12 MANGGAHAN STREET, BAGUMBAYAN, QUEZON CITY Postal Code 1110
8. Issuer's telephone number, including area code
(02) 8-334-2677
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 1,036,281,485
11. Indicate the item numbers reported herein
na

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.

EEI CorporationEEI

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

EEI CORPORATION - PREFERRED SHARES OFFERING AND AMENDMENT OF ARTICLES
Special Meeting 15 July 2021
Background/Description of the Disclosure

With the advent of new mega-infrastructure projects being projected to be issued by the Government, the Corporation seeks to raise additional capital in order to position itself to take advantage of this opportunity. Thus, the Corporation seeks to issue preferred shares for the following reasons:

> To improve EEI’s contracting capacity

> To mitigate any lengthened cash conversion cycle on existing projects

> To strengthen EEI’s equity base

> To improve EEI’s Debt to Equity ratio

> To hedge against any future credit crunch

In this regard, at today’s Special Meeting of the Board of Directors, the following matters were discussed and approved, for submission for the shareholders’ approval via written assent:

1. The Board approved and authorized, subject to compliance with existing laws, and the rules and regulations of the Securities and Exchange Commission and The Philippine Stock Exchange, Inc., to offer up to Four Billion Pesos (tentative) base offer of preferred shares, with over-subscription option of up to Two Billion Pesos (tentative) preferred shares, at an offer price of up to Php.100.00 (tentative) per share, through a follow-on offering under such other terms as the President may deem to be in the best interest of the Corporation.

2. Amendments to the provisions of the Articles of Incorporation as follows:

a. Amend Article 7 (2nd paragraph) of the Articles of Incorporation

“All stockholders shall have no pre-emptive rights with respect to any shares of any other class or series of the present capital or on future or subsequent increases in capital.”

b. Amend Article 7. (4th paragraph) of the Articles of Incorporation

Proposal to change the preferred stocks from 'non-cumulative' to 'cumulative'.


c. Amend Article 6 – Increase the current number of Board Seats from 'nine (9) Directors' to 'eleven (11) Directors'.


The Corporation seeks to Amend Article 7, 2nd paragraph and 4th paragraph of the Articles of Incorporation, in order to facilitate the issuance of the said preferred shares, and to make the preferred shares to be issued comparable to similarly situated shares issued in the market.

The Corporation seeks to increase the current number of Board of Directors in order to augment and allow more diversity in the composition of the Board of Directors and its committees.

The Corporation would also like to highlight that the proposed Preferred Shares would be fair, transparent and equitable to all shareholders. All relevant approvals will be sought from, and appropriate disclosures would be made to, the Securities and Exchange Commission and the Philippine Stock Exchange.
The matters will be submitted for shareholders approval through written assent, to be reckoned tentatively on 26 August 2021, with shareholders on Record Date on 16 August 2021.
Other Relevant Information

None
Filed on behalf by:
Name George Ryan Hipolito
Designation Asst. Vice President, Compliance Officer and Asst. Corporate Secretary, Legal Services