UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2020

(Commission File No. 1-03006)

 

PLDT Inc.

(Translation of registrant’s name into English)

 

 

Ramon Cojuangco Building

Makati Avenue

Makati City

Philippines

(Address of registrant’s principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F   Form 40-F  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

    Yes      No  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

    Yes      No  

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

    Yes      No  

 

 

 

 


 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934.  We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future.  Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement.  We have chosen these assumptions or bases in good faith.  These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control.  In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance.  Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2019. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it.  New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us.  We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof.  In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.

1


 

EXHIBIT INDEX

 

Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following matters:

 

 

 

 

Exhibit

 

Description

 

 

 

99.1

 

 

Regular Meeting

 

 

 

 

 

 

 

1. Cash dividend declaration on the Company’s Voting Preferred Stock

 

 

 

 

99.2

 

 

Annual Meeting of Stockholders

 

 

 

 

 

 

 

1.Approval of the audited financial statements of the Company for the fiscal year ended December 31, 2019 contained in the Company’s 2019 Annual Report

 

 

 

 

2. Election of directors of the Company

 

 

 

 

 

 

 

 

2. Election of directors of the Company

 

3. Approval of the amendment of the Second Article of the Amended Articles of Incorporation of the   Company

 

 

 

 

 

 

 

Organizational Meeting

 

 

 

 

 

 

 

1. Appointment of members of the Advisory Board/Committee

 

 

 

2. Appointment of Chairman of the Board of Directors

 

 

 

3. Appointment of Lead Independent Director

 

 

 

4. Appointment of Chairmen and Members of the Audit Committee, Risk Committee, Governance and Nomination Committee, Executive Compensation Committee and Technology Strategy Committee of the Board of Directors

 

 

 

5. Election of officers of the Company

2


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

PLDT Inc.

 

 

 

By:

/s/ Ma. Lourdes C. Rausa-Chan

 

Name:

MA. LOURDES C. RAUSA-CHAN

Title:

Corporate Secretary

Date: June 9, 2020

 

3

phi-ex991_6.htm

 

 

 

 

Exhibit 99.1

 

 

EXHIBITS

 

Exhibit Number

 

Page

 

99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend declaration on the Company’s Voting Preferred Stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 


 

 

 

 

 

 

June 9, 2020

 

 

Philippine Stock Exchange

6/F Philippine Stock Exchange Tower

28th Street corner 5th Avenue

Bonifacio Global City, Taguig City

 

 

Attention:  Ms. Janet A. Encarnacion

Head, Disclosure Department

 

 

Gentlemen:

 

In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.

 

 

This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.

 

 

Very truly yours,

 

 

 

/s/Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 1 of 5


 

 

 


 

 

 

 

 

June 9, 2020

 

 

Securities & Exchange Commission

Secretariat Building, PICC Complex

Roxas Boulevard, Pasay City

 

Attention:

Mr. Vicente Graciano P. Felizmenio, Jr.

Director – Markets and Securities Regulation Dept.

 

Gentlemen:

 

In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.

 

 

 

 

Very truly yours,

 

 

 

/s/Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 2 of 5


 

 

 


 

 

 

 

COVER SHEET

 

SEC Registration Number

P

W

-

5

5

 

 

 

 

 

 

Company Name

P

L

D

T

 

I

N

C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal Office (No./Street/Barangay/City/Town/Province)

R

A

M

O

N

 

C

O

J

U

A

N

G

C

O

 

B

U

I

L

D

I

N

G

 

 

 

 

 

 

 

M

A

K

A

T

I

 

A

V

E

N

U

E

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M

A

K

A

T

I

 

C

I

T

Y

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form Type

 

 

 

Department requiring the report

 

 

 

Secondary License Type, If Applicable

 

 

17

-

C

 

 

 

 

 

 

 

 

M

S

R

D

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPANY INFORMATION

 

Company’s Email Address

 

Company’s Telephone Number/s

 

Mobile Number

 

 

 

 

88168534

 

 

 

 

 

No. of Stockholders

 

Annual Meeting
Month/Day

 

Fiscal Year
Month/Day

 

 

11,587

As of May 31, 2020

 

Every 2nd Tuesday of June

 

December 31

 

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

Name of Contact Person

 

Email Address

 

Telephone Number/s

 

Mobile Number

Ma. Lourdes C. Rausa-Chan

 

lrchan@pldt.com.ph

 

88168553

 

 

Name of Contact Person

 

Email Address

 

Telephone Number/s

 

Mobile Number

 

Contact Person’s Address

MGO Building, Legaspi St. corner Dela Rosa St., Makati City

 

Note:  In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

 

Page 3 of 5


 

 

 


 

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.

June 9, 2020

 

Date of Report (Date of earliest event reported)

 

 

 

2.

SEC Identification Number PW-55

 

 

 

3.

BIR Tax Identification No. 000-488-793

 

 

 

4.

PLDT Inc.

 

Exact name of issuer as specified in its charter

 

 

 

5.

PHILIPPINES

6. ____________ (SEC Use Only)

 

Province, country or other jurisdiction of Incorporation

    Industry Classification Code

 

 

 

7.

Ramon Cojuangco Building, Makati Avenue, Makati City

1200

 

Address of principal office

Postal Code

 

 

 

8.

(632) 8816-8553

 

 

Issuer's telephone number, including area code

 

 

 

9.

Not Applicable

 

 

Former name or former address, if changed since last report

 

 

 

10.

Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Page 4 of 5

 

 

 

 


 

 

 

11.  Item 9 (Other Events)

 

We disclose that at the meeting of the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) held on June 9, 2020, the Board declared a cash dividend of P2,437,500.00 on all of the outstanding shares of Voting Preferred Stock of the Company for the quarter ending July 15, 2020, payable on July 15, 2020, to the holder of record on June 24, 2020.

 

The cash dividend was declared out of the audited unrestricted retained earnings of the Company as at December 31, 2019, which are sufficient to cover the total amount of dividend declared.

 

 

Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PLDT INC.

 

By:

 

 

/s/Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

June 9, 2020

 

 

 

 

 

 

 

Page 5 of 5

 

 

 

 


 

 

 

 

Signatures

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

PLDT Inc.

 

 

 

By

:

/s/ Ma. Lourdes C. Rausa-Chan

Name

:

Ma. Lourdes C. Rausa-Chan

Title

:

Corporate Secretary

 

Date:  June 9, 2020

 

 

 

phi-ex992_7.htm

 

Exhibit 99.2

 

 

EXHIBITS

 

Exhibit Number

 

Page

 

 

 

99.2

Annual Meeting of Stockholders

 

 

 

1.Approval of the audited financial statements of the Company for the fiscal year ended December 31, 2019 contained in the Company’s 2019 Annual Report

 

 

 

 

 

2.Election of directors of the Company

 

 

 

 

 

3.Approval of the amendment of the Second Article of the Amended Articles of Incorporation of the Company

 

 

 

 

 

Organizational Meeting

 

 

 

1.Appointment of members of the Advisory Board/Committee

 

 

 

2.Appointment of Chairman of the Board of Directors

 

 

 

 

 

3.Appointment of Lead Independent Director

 

 

 

 

 

4.Appointment of Chairmen and Members of the Audit Committee, Risk Committee, Governance and Nomination Committee, Executive Compensation Committee and Technology Strategy Committee of the Board of Directors

 

 

 

5.Election of officers of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

June 9, 2020

 

 

Philippine Stock Exchange

6/F Philippine Stock Exchange Tower

28th Street corner 5th Avenue

Bonifacio Global City, Taguig City

 

Attention:  Ms. Janet A. Encarnacion

Head, Disclosure Department

 

Gentlemen:

 

In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.

 

This shall also serve as the disclosure letter for the purpose of complying with the PSE Revised Disclosure Rules.

 

 

Very truly yours,

 

 

 

/s/Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

June 9, 2020

 

 

SECURITIES & EXCHANGE COMMISSION

Secretariat Building, PICC Complex

Roxas Boulevard, Pasay City

 

Attention:  Mr. Vicente Graciano P. Felizmenio, Jr.

Director – Markets and Securities Regulation Dept.

 

Gentlemen:

 

In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.

 

 

Very truly yours,

 

 

 

/s/Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

 

 


 

 


 

COVER SHEET

 

SEC Registration Number

P

W

-

5

5

 

 

 

 

 

 

Company Name

P

L

D

T

 

I

N

C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal Office (No./Street/Barangay/City/Town/Province)

R

A

M

O

N

 

C

O

J

U

A

N

G

C

O

 

B

U

I

L

D

I

N

G

 

 

 

 

 

 

 

M

A

K

A

T

I

 

A

V

E

N

U

E

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M

A

K

A

T

I

 

C

I

T

Y

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form Type

 

 

 

Department requiring the report

 

 

 

Secondary License Type, If Applicable

 

 

17

-

C

 

 

 

 

 

 

 

 

M

S

R

D

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPANY INFORMATION

 

Company’s Email Address

 

Company’s Telephone Number/s

 

Mobile Number

 

 

 

 

88168553

 

 

 

 

 

No. of Stockholders

 

Annual Meeting
Month/Day

 

Fiscal Year
Month/Day

 

 

11,587

As of May 31, 2020

 

Every 2nd Tuesday of June

 

December 31

 

CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation

Name of Contact Person

 

Email Address

 

Telephone Number/s

 

Mobile Number

Ma. Lourdes C. Rausa-Chan

 

lrchan@pldt.com.ph

 

88168553

 

 

 

Contact Person’s Address

MGO Building, Legaspi St. corner Dela Rosa St., Makati City

 

Note:  In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

 


 

 


 

SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

 

1.

June 9, 2020

 

Date of Report (Date of earliest event reported)

 

 

 

2.

SEC Identification Number PW-55

 

 

 

3.

BIR Tax Identification No. 000-488-793

 

 

 

4.

PLDT Inc.

 

Exact name of issuer as specified in its charter

5.

PHILIPPINES

6. ____________ (SEC Use Only)

 

Province, country or other jurisdiction of Incorporation

    Industry Classification Code

 

 

 

7.

Ramon Cojuangco Building, Makati Avenue, Makati City

1200

 

Address of principal office

                    Postal Code

 

 

 

8.

(632) 8816-8553

 

 

Issuer's telephone number, including area code

 

 

 

9.

Not Applicable

 

 

Former name or former address, if changed since last report

 

 

 

10.

Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act

 

 

 

Title of Each Class

Number of Shares of Common Stock

Outstanding and Amount of Debt Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

11. Item 4 (Election of Directors and Officers) and Item 9 (Other Events)

 

We disclose the following information pertaining to the Annual Meeting of Stockholders (“Annual Meeting”) and Organizational Meeting of the Board of Directors (“Organizational Meeting”) of PLDT Inc. (the “Company” or “PLDT”) and the actions approved in said meetings.

 

1.

Annual Meeting

 

 

1.1

The Annual Meeting was held on June 9, 2020 at 3:00 p.m. in virtual format, due to the COVID-19 pandemic and related government regulations which prevent the holding of an in-person meeting.

 

 

(a)

As at the Record Date, April 13, 2020 (the “Record Date”), the total outstanding shares of PLDT entitling the holders thereof to attend the Annual Meeting was 666,056,645, broken down as follows:

 

Class of Shares

Number of Shares

Common

216,055,775

Voting Preferred

150,000,000

Non-Voting Serial Preferred

300,000,870

        Total

666,056,645

 

 

(b)

As at the Record Date, the total outstanding shares of PLDT (i) with voting rights and (ii) without voting rights but pursuant to Section 6 of the Revised Corporation Code are entitled to vote on certain matters presented for stockholders’ approval was 666,056,645 (the “Voting Shares”), broken down as follows:

 

                 Class of Shares

 

Number of Shares

        Common

 

216,055,775

        Voting Preferred

 

150,000,000

        Non-Voting Serial Preferred

 

300,000,870

               Total

 

666,056,645

 

 

(c)

The total shares of voting stock, and shares of voting stock and non-voting stock owned or held by the stockholders present or represented by proxy at the Annual Meeting were 318,501,279 and 618,501,279, representing 87.01% and 92.86% of the total outstanding shares of voting stock, and voting and non-voting stocks, respectively, of PLDT as at the Record Date, broken down as follows:

 

 

QUORUM

 

STOCKHOLDERS ATTENDING IN PERSON/BY PROXY

VOTING STOCK

VOTING  AND NON-VOTING STOCK

 

Number of shares represented by stockholders attending in person (via remote communication)

 

 

1,276,401

 

 

 

1,276,401

 

Number of shares represented by proxy

 

 

317,224,878

 

 

617,224,878

 

Number of shares represented by stockholders attending in person (via remote communication) and represented by proxy

 

 

318,501,279

 

 

618,501,279

 

Percentage to Outstanding

 

 

87.01

 

 

92.86

 

 

 


 

Therefore, there was a quorum for the valid transaction of business at the Annual Meeting.

 

 

(d)

All of the thirteen (13) incumbent directors, including the Chairman of the Board, the Chairmen of the Audit, Risk, Governance and Nomination, Executive Compensation, and Technology Strategy Committees, the President and Chief Executive Officer and other key officers of the Company were present in the Annual Meeting. Representatives from the Company’s independent auditors, Sycip Gorres Velayo & Co. (“SGV”) were also present in the Annual Meeting.

 

 

1.2

Each item in the Agenda for the Annual Meeting that is subject to stockholders’ approval was voted upon by means of written voting instructions and/or online voting in absentia.

 

 

1.3

The voting requirement and the votes cast for each of the following items in the Agenda that is subject to stockholders’ approval are as follows:

 

 

(a)

Approval of the audited financial statements for the fiscal year ended December 31, 2019 contained in the Company’s 2019 Annual Report.

 

 

VOTING REQUIREMENT

Class of Shares

Majority of Total Outstanding Common

and Voting Preferred Shares

 

VOTES CAST

Common

For

Against

Abstain

Stockholders who participated in the Annual Meeting and voted online

59,555

0

10

Stockholders who participated in the Annual Meeting but with proxies previously filed

755,617

0

0

Stockholders represented by proxies

166,951,648

7,483

265,747

Sub-Total

167,766,820

7,483

265,757

Voting Preferred

 

 

 

Stockholders who participated in the Annual Meeting and voted online

0

0

0

Stockholders who participated in the Annual Meeting but with proxies previously filed

0

0

0

Stockholders represented by proxies

150,000,000

0

0

Sub-Total

150,000,000

0

0

Grand Total

317,766,820

7,483

265,757

 

With more than two-thirds (2/3) of the outstanding Common and Voting Preferred Shares voted in favor of the approval of the audited financial statements of the Company for the fiscal year ended December 31, 2019 contained in the Company’s 2019 Annual Report, the said financial statements were approved.

 

 

(b)

Election of thirteen (13) directors including three (3) independent directors for the ensuing year, whose background information are contained in the Information Statement.

 

 

The Chairman explained the review or screening process of the Governance and Nomination Committee (“GNC”) to determine whether each of the director-nominees possesses the qualifications and none of the disqualifications for directorship, and whether each of the independent director-nominees meets the additional criteria or qualifications for an independent director, as well as the diversity aspects considered by the GNC pursuant to the Company’s Board Diversity Policy.

 

 

 


NAME OF DIRECTOR/ INDEPENDENT DIRECTOR

VOTING REQUIREMENTThirteen (13) nominees receiving the highest number of votes from the holders of Common and Voting Preferred Shares shall be declared elected and three (3) of them who have been pre-qualified as independent directors shall be declared elected as suchVOTES CASTStockholder 1Stockholder 2Stockholder 3Total Numberof Votes

 

Mr. Bernido H. Liu
(Independent Director)

59,204

239,803

305,375,159

305,674,166

Chief Justice Artemio V. Panganiban (Ret)
(Independent Director)

59,392

239,803

299,752,907

300,052,102

Mr. Pedro E. Roxas
(Independent Director)

59,205

239,803

299,834,949

300,133,957

Judge Manuel L. Argel, Jr. (Ret.)

59,201

239,803

295,981,126

296,280,130

Ms. Helen Y. Dee

59,204

239,803

294,957,887

295,256,894

Amb. Albert F. Del Rosario

59,717

1,627,943

295,706,082

297,393,742

Atty. Ray C. Espinosa

59,226

239,803

295,039,402

295,338,431

Mr. James L. Go

59,209

239,803

293,435,940

293,734,952

Mr. Shigeki Hayashi

59,231

239,803

295,766,189

296,065,223

Mr. Junichi Igarashi

59,231

239,803

295,350,911

295,649,945

Mr. Manuel V. Pangilinan

59,707

334,703

354,767,347

355,161,757

Atty. Ma. Lourdes C. Rausa-Chan

59,206

239,803

294,691,332

294,990,341

Ms. Marife B. Zamora

59,214

239,803

295,692,459

295,991,476

    

Legend:

 

 

Stockholder 1

–Stockholders who participated in the Annual Meeting and voted online

Stockholder 2 Stockholders who participated in the Annual Meeting but with proxies previously filed

Stockholder 3Stockholders represented by proxies

 

Each director/independent director-nominee received the votes of more than a majority of the outstanding Common and Voting Preferred Shares. Since there are only thirteen (13) Board seats and thirteen (13) nominees, each was declared elected and three (3) of them, namely Mr. Bernido H. Liu, Retired Chief Justice Artemio V. Panganiban and Mr. Pedro E. Roxas, who have been pre-qualified as independent directors were declared elected as such.

 

Attached are copies of the Certifications executed by Mr. Bernido H. Liu, Retired Chief Justice Artemio V. Panganiban and Mr. Pedro E. Roxas in connection with their election as independent directors of the Company.

 

 

(c)

Approval of the proposed amendment of the Second Article of the Amended Articles of Incorporation of the Company.

 

This involves the amendment of the primary purpose clause, to: (a) reflect the current focus of the Company’s business, which is the provision of telecommunications services (instead of installation and maintenance of telecommunications systems) through trending and constantly evolving technologies and innovative products and services, and (b) allow sufficient flexibility for the Company’s business units to design their operations and expand their products and services by constantly transforming the Company from being the country’s leading telecommunications company to a dynamic and customer-centric multi-media organization.

 

The amended Second Article of the Amended Articles of Incorporation is set out in Annex A attached hereto.

 

 

 


 

 

VOTING REQUIREMENT

Class of Shares

At least Two Thirds (2/3) of Total Outstanding Common, Voting Preferred and Non-Voting Serial Preferred Shares

 

VOTES CAST

Common

For

Against

Abstain

Stockholders who participated in the Annual Meeting and voted online

59,500

0

65

Stockholders who participated in the Annual Meeting but with proxies previously filed

755,617

0

0

Stockholders represented by proxies

167,203,274

21,604

0

Sub-Total

168,018,391

21,604

65

Voting Preferred

 

 

 

Stockholders who participated in the Annual Meeting and voted online

0

0

0

Stockholders who participated in the Annual Meeting but with proxies previously filed

0

0

0

Stockholders represented by proxies

150,000,000

0

0

Sub-Total

150,000,000

0

0

Non-Voting Serial Preferred

 

 

 

Stockholders who participated in the Annual Meeting

and voted online

0

0

0

Stockholders who participated in the Annual Meeting

but with proxies previously filed

0

0

0

Stockholders represented by proxies

300,000,000

0

0

         Sub-Total

300,000,000

0

0

Grand Total

618,018,391

21,604

65

 

With more than two thirds (2/3) of the outstanding Common, Voting Preferred and Non-Voting Serial Preferred Shares voted in favor of the approval of the amendment of the Second Article of the Amended Articles of Incorporation, the said amendment was approved.

 

 

1.4

SGV performed agreed upon procedures for the Company’s registration, proxy validation, voting, tabulation and generated reports of the online systems and Stockholder Management System in accordance with the Philippine Standards on Related Services 4400, Engagements and Agreed-Upon Procedures Regarding Financial Statements issued by the Auditing Standards and Practices Council. Representatives from SGV were present at the Annual Meeting to check the determination of quorum and reports generated by the systems.

 

 

1.5

Stockholders were given an opportunity to ask questions via email to pldtshareholderservices@pldt.com.ph and pldt.media@outlook.com. The questions received were addressed or responded to, prior to Other Matters in the Agenda, by the Chairman, President & CEO and other key officers of the Company.

 

 

1.6

Stockholders were also informed that pursuant to the authority vested in the Audit Committee under the Company’s By-Laws, the Audit Committee appointed SGV as independent auditors to audit the financial statements of the Company for the year 2020, and such appointment was confirmed by the Board of Directors.

 

 

2.

Organizational Meeting

 

 

2.1

The Organizational Meeting was held in virtual format immediately after the adjournment of the Annual Meeting.

 

 

 


 

(a)

All of the thirteen (13) directors/independent directors elected during the Annual Meeting were present in the Organizational Meeting. Also present were the five (5) nominees for appointment as members of the Advisory Board/Committee.

 

 

2.2

The following actions were approved by the Board of Directors at the Organizational Meeting:

 

 

(a)

Appointment of the members of the Advisory Board/Committee:

 

Mr. Oscar S. Reyes

Mr. Roberto R. Romulo

Mr. Benny S. Santoso

Mr. Orlando B. Vea

Mr. Christopher H. Young

 

 

(b)

Appointment of Mr. Manuel V. Pangilinan as Chairman of the Board of Directors

 

 

(c)

Appointment of Ret. Chief Justice Artemio V. Panganiban as Lead Independent Director

 

 

(d)

Appointment of the Chairmen, Members and Advisors of the five (5) Board Committees, as follows:

 

 

 

 

Audit Committee

 

Mr. Pedro E. Roxas, Chairman/Independent Member

Mr. Bernido H. Liu, Independent Member

Ret. Chief Justine Artemio V. Panganiban, Independent Member

Ms. Corazon S. de la Paz-Bernardo, Advisor (Audit Committee Financial Expert)

Mr. James L. Go, Advisor

Mr. Junichi Igarashi, Advisor

Mr. Roberto R. Romulo, Advisor

 

Risk Committee

 

Ret. Chief Justice Artemio V. Panganiban, Chairman/Independent Member

Mr. Bernido H. Liu, Independent Member

Mr. Pedro E. Roxas, Independent Member

Mr. James L. Go, Member

Mr. Junichi Igarashi, Member

 

 

Governance and Nomination Committee

 

Mr. Manuel V. Pangilinan, Chairman

Mr. Bernido H. Liu, Independent Member

Ret. Chief Justice Artemio V. Panganiban, Independent Member

Mr. Pedro E. Roxas, Independent Member

Mr. Junichi Igarashi, Member

Ms. Gina Marina P. Ordoñez, Non-voting Member

Atty. Ma. Lourdes C. Rausa-Chan, Non-voting Member

 

Executive Compensation Committee

 

Mr. Manuel V. Pangilinan, Chairman

Mr. Bernido H. Liu, Independent Member

 

 


Ret. Chief Justice Artemio V. Panganiban, Independent Member

Mr. Pedro E. Roxas, Independent Member

Mr. Junichi Igarashi, Member

Ms. Gina Marina P. Ordoñez, Non-voting Member

 

Technology Strategy Committee

 

Mr. Manuel V. Pangilinan, Chairman

Amb. Albert F. del Rosario, Member

Atty. Ray C. Espinosa, Member

Mr. James L. Go, Member

Mr. Junichi Igarashi, Member

Mr. Oscar S. Reyes, Non-voting Member

Mr. Orlando B. Vea, Non-voting Member

 

 

 

(e)

Election of the following officers to the positions indicated opposite their respective names:

 

 

Name

 

Position

 

 

 

Manuel V. Pangilinan

-

President and Chief Executive Officer

Anabelle L. Chua

-

Senior Vice President, Chief Financial Officer and Chief Risk Management Officer

Alfredo S. Panlilio

-

Chief Revenue Officer

Victorico P. Vargas

-

Business Transformation Office Head

Marilyn A. Victorio-Aquino

-

Senior Vice President and Chief Legal Counsel

Gina Marina P. Ordoñez

-

Senior Vice President and Chief People Officer

Ma. Lourdes C. Rausa-Chan

-

Corporate Secretary and Chief Governance Officer

June Cheryl A. Cabal-Revilla

-

Senior Vice President, Financial Reporting and Controllership Head and Chief Sustainability Officer

Alejandro O. Caeg

-

Senior Vice President

Juan Victor I. Hernandez

-

Senior Vice President

Menardo G. Jimenez, Jr.

-

Senior Vice President

Florentino D. Mabasa, Jr.

-

First Vice President and Assistant Corporate Secretary

Leo I. Posadas

-

First Vice President and Treasurer

Katrina L. Abelarde

-

First Vice President

Marco Alejandro T. Borlongan

-

First Vice President

Mary Julie C. Carceller

-

First Vice President

Bernard H. Castro

-

First Vice President

Marisa V. Conde

-

First Vice President

Mary Rose L. Dela Paz

-

First Vice President

Gil Samson D. Garcia

-

First Vice President

Joseph Ian G. Gendrano

-

First Vice President

Ma. Criselda B. Guhit

-

First Vice President

Leah Camilla R. Besa-Jimenez

-

First Vice President

Princesita P. Katigbak

-

First Vice President

Albert Mitchell L. Locsin

-

First Vice President

Dale M. Ramos

-

First Vice President

Aileen D. Regio

-

First Vice President

Luis S. Reñon

-

First Vice President

Martin T. Rio

-

First Vice President

Emiliano R. Tanchico, Jr.

-

First Vice President

Victor Y. Tria

-

First Vice President

Melissa V. Vergel de Dios

-

First Vice President

Maria Cecilia H. Abad

-

Vice President

Minerva M. Agas

-

Vice President

 

 


Benedict Patrick V. Alcoseba

-

Vice President

Elizabeth S. Andojar

-

Vice President

Roy Victor E. Añonuevo

-

Vice President

Tito Rodolfo B. Aquino, Jr.

-

Vice President

Mitchie M. Arcaina

-

Vice President

Jerameel A. Azurin

-

Vice President

Rafael M. Bejar

-

Vice President

Wilson S. Bobier

-

Vice President

Luis Gregorio D. Casas

-

Vice President

Ma. Monica M. Consing

-

Vice President

Gene S. De Guzman

-

Vice President

Joan A. De Venecia-Fabul

-

Vice President

Aniceto M. Franco III

-

Vice President

John John R. Gonzales

-

Vice President

Silverio S. Ibay, Jr.

-

Vice President

Gary F. Ignacio

-

Vice President

Marven S. Jardiel

-

Vice President

Alexander S. Kibanoff

-

Vice President

Javier C. Lagdameo

-

Vice President

Czar Christopher S. Lopez

-

Vice President

Paolo Jose C. Lopez

-

Vice President

Ma. Carmela F. Luque

-

Vice President

Melanie A. Manuel

-

Vice President

Ronaldo David R. Mendoza

-

Vice President

Oliver Carlos G. Odulio

-

Vice President

Carlo S. Ople

-

Vice President

Harold Kim A. Orbase

-

Vice President

Charles Louis L. Orcena

-

Vice President

Raymond A. Racho

-

Vice President

Eduardo H. Rafuson

-

Vice President

Ricardo C. Rodriguez

-

Vice President

Genaro C. Sanchez

-

Vice President

Maria Christina C. Semira

-

Vice President

Ma. Merceditas T. Siapuatco

-

Vice President

Arvin L. Siena

-

Vice President

Carla Elena A. Tabuena

-

Vice President

Patrick S. Tang

-

Vice President

Jecyn Aimee C. Teng

-

Vice President

Milan M. Topacio

-

Vice President

Mary Eleanor Lydia P. Nadal-Wei

-

Vice President

John Henri C. Yanez

-

Vice President

Radames Vittorio B. Zalameda

-

Vice President

 

 

 

 

 

 

 

Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

PLDT Inc.

 

 


 

 

 

By:

/s/ Ma. Lourdes C. Rausa-Chan

 

Name:

MA. LOURDES C. RAUSA-CHAN

Title:

Corporate Secretary

 

 

 

 

 

June 9, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNEX A

 

Second. That the purpose for which said corporation is formed, is to carry on the business of providing in and among provinces, cities, and municipalities in the Philippines and between the Philippines and other countries and territories, basic and enhanced telecommunications services such as, but not limited to (a) fixed line telecommunications services including dedicated internet access, broadband solutions, content delivery and internet protocol peering, domestic and international private networking, and voice communications solutions, and (b) wireless telecommunications services including cellular service, wireless broadband service, wireless fidelity enablement, and mobile virtual network operations, through and by means of telecommunications systems and technologies as are at present available or to be made available through technical advances or innovations in the future as is, or are, convenient or essential to efficiently carry out the purposes of the business, including but not limited to (i) wired or wireless telecommunications systems, fiber optics, multi-channel transmission distribution systems, satellite transmit and receive systems, mobile and cellular systems, and other telecommunications systems and their value-added services, such as, but not limited to, transmission of voice, data, facsimile, control signals, audio and video, and information service bureau, and (ii) transmitting and receiving stations and switching stations, both for local and international services, lines, cables, or systems.

 

 

 


Without limiting or restricting in any manner the general powers and all other rights and privileges now or hereafter granted by the laws of the Philippines or any country or territory where said corporation does business or owns property, to corporations of the character of said corporation:

 

 

1.

To invest and deal with the money and properties of said corporation and to sell, dispose of or transfer the business, properties and goodwill of said corporation or any part thereof for such consideration and under such terms and conditions as the Board of Directors may determine to be wise or expedient for the benefit or advancement of the interest of said corporation, subject to the requirements of applicable law.

 

 

 

2.

To purchase, acquire, own lease, sell and convey real properties such as lands and appurtenant air rights, land improvements, buildings, warehouses and machineries, equipment and other personal properties as may be necessary or incidental to the conduct of its business or as the Board of Directors may determine to be wise or expedient for the benefit or advancement of the interest of said corporation, and to pay for any property purchased or acquired by or leased to said corporation, or receive payments for any property sold, conveyed or leased by said corporation, in cash, shares of capital stock, debentures and other evidences of indebtedness, or other securities;

 

 

 

3.

To redevelop any and all properties owned or acquired by said corporation for purposes of preserving, enhancing or maximizing their value or as may be wise or expedient for the advancement of its interest, and in such manner and under such terms and conditions, as the Board of Directors may determine;

 

 

 

4.

To borrow or raise money necessary to meet the financial requirements of the business of said corporation by the issuance of shares of its capital stock, bonds, promissory notes and other evidences of indebtedness, and to secure the repayment of any such bonds, promissory notes and other evidences of indebtedness by mortgage, pledge, deed of trust or lien upon the properties of said corporation.

 

 

 

5.

To guarantee the obligations of, and aid in any manner, any corporation, association, or trust estate, domestic or foreign, or any firm or individual, any shares of stock in which, or any bonds, debentures, notes securities, evidences of indebtedness, contracts or obligations of which, are held by or for said corporation, directly or indirectly or through other corporations or otherwise;

 

 

 

 


 

6.

To enter into any lawful arrangement for sharing profits, reciprocal concession, cooperation or joint venture with any corporation, association, partnership, entity, person or governmental, municipal or public authority, domestic or foreign, in carrying out any business or transaction deemed necessary, convenient or incidental to accomplish the purposes of said corporation;

 

 

 

7.

To acquire or obtain from any government or authority, national, provincial, municipal or otherwise, or any corporation, company or partnership or person, such charter, contracts, franchise, privileges, exemption, licenses and concessions as may be conducive to any of the purposes of said corporation;

 

 

 

8.

To establish and operate one or more branch offices or agencies within or outside the Philippines and to carry out any or all its operations and businesses in or through such branch offices or agencies without any restrictions, except those provided in applicable laws;

 

 

 

9.

To conduct and transact any and all lawful business, and to do or cause to be done any one or more of the acts and things herein set forth as its purposes, within or outside the Philippines, and everything necessary, desirable or incidental to the accomplishment of the purposes or the exercise of any one or more of the powers herein enumerated, or which shall at any time appear conducive to or expedient for the protection or benefit of said corporation”.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


CERTIFICATION OF INDEPENDENT DIRECTOR

 

 

I, ARTEMIO V. PANGANIBAN, Filipino, of legal age and a resident of Makati City, after having been duly sworn to in accordance with law do hereby declare that:

 

 

1.

I am an independent director of PLDT Inc. (“PLDT”), having been duly elected as such during its Annual Meeting of Stockholders held on June 9, 2020.

 

 

2.

I have been PLDT’s independent director since 2013.

 

 

3.

I am affiliated with the following companies or organizations:

 

COMPANY/ORGANIZATION

POSITION/RELATIONSHIP

PERIOD OF SERVICE

Pan Philippine Resources Corp.

Chairman

1976 - present

Arpan Investment and Management, Inc.

Chairman

1976 - present

GMA Network Inc.

Independent Director

2007 present

First Philippine Holdings Corp.

Independent Director

2007 - present

Metro Pacific Investments Corp.

Independent Director

2007 - present

Robinsons Land Corp.

Independent Director

2008 - present

Meralco

Independent Director

2008 - present

Tollways Management Corp.

Independent Director

2008 - present

GMA Holdings, Inc.

Independent Director

2009 - present

Petron Corporation

Independent Director

2010 - present

Asian Terminals Inc.

Independent Director

2010 - present

Metro Pacific Tollways Corp.

Independent Director

2010 - present

Jollibee Foods Corp.

Director

2012 - present

TeaM Energy Corporation

Independent Director

2015 - present

Asian Hospital Inc.

Independent Director

2017 - present

Metropolitan Bank & Trust Co.

Senior Adviser

2007 - present

Double Dragon Properties Corporation

Adviser

2014 - present

Bank of the Philippine Islands

Member, Advisory Council

2016 - present

For my full bio-data, log on to my personal website: cjpanganiban.com

 

 

4.

I possess all the qualifications and none of the disqualifications to serve as an independent director of PLOT, as provided for in Section 22 and 26 of the Revised Corporation Code, Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and the Company's By-Laws and Manual on Corporate Governance.

 

 

 

5.

To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code) to any director/officer/substantial shareholder of PLDT and its subsidiaries and affiliates.

 

 

 

 


 

6.

To the best of my knowledge, I am not the subject of any criminal or administrative investigation or proceeding pending in court.

 

 

 

7.

To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation.

 

 

 

8.

I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and PLDT's By-Laws and Manual on Corporate Governance.

 

 

 

9.

I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.

 

 

 

Done, this 9th day of June 2020, at Makati City.

                  /s/Artemio V. Panganiban

                 ARTEMIO V. PANGANIBAN

     

 

 

 

 

            NOTARY PUBLIC

 

/s/Maria Theresa U. Ballelos

 

 

 

MARIA THERESA U. BALLELOS

 

 

 

Notary Public for the City of Makati

 

 

 

Until December 31, 2021

 

 

 

Appointment No. M-101

 

 

 

Roll of Attorneys No. 47541

 

 

 

PTR O.R. NO. 8125099-01/07/2020 Makati City

 

 

 

IBP Lifetime No. 05594 – 01/09/06

 

 

 

9/F MGO BLDG. LEGAZPI ST.

 

 

 

LEGAZPI VILL. MAKATI CITY, MM

SUBSCRIBED AND SWORN to before me this 9th day of June 2020 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. P0388884B expiring on 23 January 2029.

 

 

      

 

Doc No.   384;

Page No. 78;

Book No. II;

Series of 2020.

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

CERTIFICATION OF INDEPENDENT DIRECTOR

 

 

I, BERNIDO H. LIU, Filipino, of legal age and with office address at GABC 1155, 1155 North EDSA, Balintawak, Quezon City, after having been duly sworn to in accordance with law do hereby declare that:

 

 

1.

I am an independent director of PLDT Inc. (“PLDT”), having been duly elected as such during its Annual Meeting of Stockholders held on June 9,2020.

 

 

2.

I have been PLDT’s independent director since 2015.

 

 

3.

I am affiliated with the following companies or organizations:

 

COMPANY/ORGANIZATION

POSITION/RELATIONSHIP

PERIOD OF SERVICE

Matimco Incorporated

Chairman

2003 – present

Basic Graphics Inc.

Chairman

2005 – present

LH Paragon Inc.

Chairman & CEO

2006 – present

GOLDEN ABC, Inc.

Chairman & CEO

2006 – present

Oakridge Realty Development Corporation

Chairman

2006 – present

Red Logo Lifestyle, Inc.

Chairman

2007 – present

Essentia Medical Group, Inc.

Chairman

2014 – present

Greentree Food Solutions, Inc.

Chairman

2016 – present

GABC Int’l. Pte. Ltd. (SG)

Director

2016 – present

GABC Singapore Retail Pte. Ltd. (SG)

Director

2016 – present

Mga Likha ni Inay, Inc. (member of CARD MRI)

Director

2015 – present

 

 

 

4.

I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Section 22 and 26 of the Revised Corporation Code, Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and PLDT’s By-Laws and Manual on Corporate Governance.  

 

 

5.

To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code) to any director/officer/substantial shareholder of PLDT and its subsidiaries and affiliates.

 

 

 


 

6.

To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding pending in court.

 

 

7.

To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation.

 

 

8.

I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and PLDT’s By-Laws and Manual on Corporate Governance.  

 

 

9.

I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.

 

Done, this 9th day of June 2020, at Makati City.

               

 

  /s/Bernido H. Liu

                         BERNIDO H. LIU

 

SUBSCRIBED AND SWORN to before me this 9th day of June 2020 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. EC8085782 expiring on 19 June 2021.

 

 

 

            NOTARY PUBLIC

 

/s/Maria Theresa U. Ballelos

 

 

 

MARIA THERESA U. BALLELOS

 

 

 

Notary Public for the City of Makati

 

 

 

Until December 31, 2021

 

 

 

Appointment No. M-101

 

 

 

Roll of Attorneys No. 47541

 

 

 

PTR O.R. NO. 8125099-01/07/2020 Makati City

 

 

 

IBP Lifetime No. 05594 – 01/09/06

 

 

 

9/F MGO BLDG. LEGAZPI ST.

 

 

 

LEGAZPI VILL. MAKATI CITY, MM

 

 

 

Doc No.   385;

Page No. 78;

Book No. II;

Series of 2020.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

CERTIFICATION OF INDEPENDENT DIRECTOR

 

I, PEDRO E. ROXAS, Filipino, of legal age and a resident of Makati City, after having been duly sworn to in accordance with law do hereby declare that:

 

 

1.

I am an independent director of PLDT Inc. (“PLDT”), having been duly elected as such during its Annual Meeting of Stockholders held on June 9, 2020.

 

 

2.

I have been PLDT’s independent director since 2003.

 

 

3.

I am affiliated with the following companies or organizations:

 

COMPANY/ORGANIZATION

POSITION/RELATIONSHIP

PERIOD OF SERVICE

Roxas Holdings, Inc.

Chairman

1995 – present

Club Punta Fuego, Inc.

Chairman

1997 – present

Brightnote Assets Corporation

Director

1999 – present

BDO Private Bank

Independent Director

2001 – present

Roxas & Company, Inc.

Chairman

2009 – present

Manila Electric Company

Independent Director

2010 – present

Cemex Holdings Phil. Inc.

Independent Director

2016 – present

Fundacion Santiago

Trustee/President

1993 – present

Philippine Sugar Millers Association

President

1995 - 1997

2005 – present

Mapfre Insular Insurance Corporation

Independent Director

2018 - present

 

 

 

4.

I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Sections 22 and 26 of the Revised Corporation Code, Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and PLDT’s By-Laws and Manual on Corporate Governance.  

 

 

5.

To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code) to any director/officer/substantial shareholder of PLDT and its subsidiaries and affiliates.

 

 

6.

To the best of my knowledge, I am not the subject of any pending criminal/administrative investigation or proceeding pending in court.

 

 

7.

To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation.

 

 


 

 

8.

I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and PLDT’s By-Laws and Manual on Corporate Governance.  

 

 

9.

I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence.

 

 

Done, this 9th day of June 2020, at Makati City.

 

 

 

           /s/Pedro E. Roxas

                         PEDRO E. ROXAS

 

SUBSCRIBED AND SWORN to before me this 9th day of June 2020 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. P0388893B expiring on 23 January 2029.

 

 

 

 

 

            NOTARY PUBLIC

 

/s/Maria Theresa U. Ballelos

 

 

 

MARIA THERESA U. BALLELOS

 

 

 

Notary Public for the City of Makati

 

 

 

Until December 31, 2021

 

 

 

Appointment No. M-101

 

 

 

Roll of Attorneys No. 47541

 

 

 

PTR O.R. NO. 8125099-01/07/2020 Makati City

 

 

 

IBP Lifetime No. 05594 – 01/09/06

 

 

 

9/F MGO BLDG. LEGAZPI ST.

 

 

 

LEGAZPI VILL. MAKATI CITY, MM

 

 

 

 

 

 

Doc No.   383;

Page No. 78;

Book No. II;

Series of 2020.

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Signatures

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

PLDT Inc.

 

 

 

By

:

/s/ Ma. Lourdes C. Rausa-Chan

Name

:

Ma. Lourdes C. Rausa-Chan

Title

:

Corporate Secretary

 

Date:  June 9, 2020