C05960-2021

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)
Aug 27, 2021
2. SEC Identification Number
808
3. BIR Tax Identification No.
000-162-935
4. Exact name of issuer as specified in its charter
DITO CME HOLDINGS CORP.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
21st Floor Udenna Tower, Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
6328404007
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 40,000,000,000
11. Indicate the item numbers reported herein
Item 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.

DITO CME Holdings Corp.DITO

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

Amendments to the Articles of Incorporation
Background/Description of the Disclosure

Dito CME Holdings Corp. ("Dito CME" or "Company") has received on 27 August 2021, the Certificate of Approval of Increase of Capital Stock from the Securities and Exchange Commission. This covers the approval of the amendment of the Articles of Incorporation and the effective approval for the Share-Swap Transaction between Udenna Corporation ("Udenna") and Dito CME as disclosed in reports no. C08023-2020 and C08024-2020.

For reference, a Share-Swap was executed between Udenna and Dito CME wherein Dito CME shall acquire 100% of the issued and outstanding capital stock of Udenna Communications Media and Entertainment Holdings Corp. ("Udenna CME"), in exchange for the issuance of 11,200,000,000 new shares of Dito CME to Udenna Corporation, which will be taken from an increase in its authorized capital stock. The Share-Swap was executed on 11 November 2020 but the approval of the SEC was received by Dito CME on 27 August 2021.

For more detailed information on the Share-Swap, kindly refer to disclosures no. C08039-2020 and C08040-2020 dated 17 November 2020.
Date of Approval by
Board of Directors		 Jul 28, 2020
Date of Approval by Stockholders Jul 28, 2020
Other Relevant Regulatory Agency, if applicable None
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission Aug 19, 2021
Date of Receipt of SEC approval Aug 27, 2021
Amendment(s)
Article No. From To
Fourth That the term for which said corporation is to exist is fifty (50) years from and after December 14, 1975 That the term for which the corporation is to exist shall be in perpetuity.
Seventh That the authorized capital stock of said corporation is Two Billion Eight Hundred Million (2,800,000,000) shares with the par value of One (P1.00) peso per share. That the authorized capital stock of said corporation is Forty Billion (40,000,000,000) shares with the par value of One (P1.00) peso per share.
Rationale for the amendment(s)

As disclosed by the Company in reports no. C0823-2020 and C08024-2020, the purpose for the amendment is for the increase in authorized capital stock of the Company, and the approval of the Share-Swap between Udenna and Dito CME, wherein Dito CME will acquire 100% of the issued and outstanding capital stock of Udenna CME in exchange for the issuance of 11,200,000,000 new shares of Dito CME to Udenna.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC Dec 18, 2020
Expected date of SEC approval of the Amended Articles of Incorporation Aug 19, 2021
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The purpose of the acquisition by the Company of the shares of Udenna CME is to make the Company an indirect shareholder of the shares in Dito Telecommunity Corporation, the company that was awarded as the New Major Player of the Philippine telecommunications industry last November 2018.

Note that pursuant to the transaction, new shares are issued to Udenna Corporation amounting to approximately 79.8% of its issued and outstanding capital stock. This, and a subsequent issuance of 35,000,000 new shares to an unrelated third party entity also on 27 August 2021, resulted to a public ownership of Dito CME at 20.02% as of 27 August 2021. The subsequent issuance of 35,000,000 common shares to an unrelated third party entity comprises 0.25% of the issued and outstanding capital stock of Dito CME.
Other Relevant Information

See attached for the Certificate of Approval of Increase of Capital Stock and the Amended Articles of Incorporation of the Company.

This amendment was made to state that the subsequent issuance of 35,000,000 common shares to an unrelated third party entity comprises 0.25% of the issued and outstanding capital stock of Dito CME.
Filed on behalf by:
Name Leandro Abarquez
Designation Corporate Legal Counsel