C06835-2021

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)
Oct 13, 2021
2. SEC Identification Number
22401
3. BIR Tax Identification No.
000-491-007
4. Exact name of issuer as specified in its charter
PRIME MEDIA HOLDINGS, INC
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
16F BDO Towers Valero (formerly Citibank Tower), 8741 Paseo de Roxas, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
88314479
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 700,298,616
PREFERRED 14,366,260
11. Indicate the item numbers reported herein
Item 9 Other Events

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.

Prime Media Holdings, Inc.PRIM

PSE Disclosure Form 4-24 - Results of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Results of Annual Stockholders' Meeting held on 13 October 2021
Background/Description of the Disclosure

Results of Annual Stockholders' Meeting held on 13 October 2021
List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person Shareholdings in the Listed Company Nature of Indirect Ownership
Direct Indirect
Manolito A. Manalo 1 0 -
Bernadeth A. Lim 1 0 -
Rolando S. Santos 1,000 0 -
Hermogene H. Real 2,000 0 -
Michelle F. Ayangco 2,000 0 -
Francisco L. Layug III 1 0 -
Johnny Y. Aruego, Jr. 1 0 -
External auditor Reyes Tacandong and Co.
List of other material resolutions, transactions and corporate actions approved by the stockholders

We advise that during the Annual Stockholders’ Meeting of Prime Media Holdings Inc. (the “Corporation”) held on October 13, 2021 the following matters were acted upon:

1. Amendment of the Articles of Incorporation to:
(i) Reclassify the Preferred Class A and B Shares with par value of One Peso (Php 1.00) per share, to Common Shares with par value of One Peso (Php 1.00) per share, and delete all provisions relating to the Preferred Class A and B Shares;
(ii) Increase the authorized capital stock to Seven Billion Pesos (Php 7,000,000,000.00) divided into Seven Billion (7,000,000,000) Common Shares with a par value of One Peso (Php 1.00) per share;
(iii) Delete all provisions relating to banking operations; and
(iv) Include a provision prohibiting foreign ownership of shares.

2. Amendment of the By-laws to:
(i) delete all provisions relating to banking operations, and
(ii) to authorize the holding of virtual meetings by the stockholders, Board of Directors and Board Committees.

3. Approval of the subscription by the major shareholders of Philippine CollectiveMedia Corp. (“PCMC Shareholders”) of up to One Billion Six Hundred Seventy Nine Million Nine Hundred Sixty Six Thousand Four Hundred (1,679,966,400) common shares at the minimum subscription price of PhP 1.00 per share, to be issued out of the proposed increase in authorized capital stock, in consideration of the assignment and transfer to the Corporation of Three Hundred Forty Nine Thousand Nine Hundred Ninety Three (349,993) PCMC shares representing 99.9% of the outstanding capital stock of PCMC. The Board of Directors were authorized to determine and approve the final number of the Corporation’s shares to be issued, the final subscription price and the other terms and conditions of the foregoing transaction”.



4. Waiver by the minority stockholders of the rights or public offer requirement under the PSE Additional Listing Rule.

5. Authority to accept private placements for up to 300,000,000 common shares to be issued at a price equivalent to the par value of PhP 1.00 per share.

6. Election of the following directors:

For Regular Directors:
a. Manolito A. Manalo
b. Michelle F. Ayangco
c. Bernadeth A. Lim
d. Hermogene H. Real
e. Rolando S. Santos

For Independent Directors:
a. Johnny Y. Aruego, Jr.
b. Francisco L. Layug III

7. Approval of the appointment of Reyes Tacandong and Co. as the Corporation’s external auditor for the current year 2021-2022.
Other Relevant Information

Please see attached.
Filed on behalf by:
Name Joanna Manzano
Designation Junior Compliance Officer