OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) May 31, 20222. SEC Identification Number PW-1023. BIR Tax Identification No. 000-101-528-0004. Exact name of issuer as specified in its charter Manila Electric Company5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office Lopez Building, Ortigas Avenue, Barangay Ugong, Pasig CityPostal Code16058. Issuer's telephone number, including area code (02) 8632-80149. Former name or former address, if changed since last report Not Applicable10. 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 | 1,127,098,705 |
Debt Securities (Bonds in Billion PhP) | 7 |
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.
Manila Electric CompanyMER PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) andSection 4.4 of the Revised Disclosure Rules
Subject of the Disclosure |
MERALCO Amendment of By-Laws |
Background/Description of the Disclosure |
The amendment of Article I of the Company's By-Laws summarized in the attached Annex A. |
Date of Approval by Board of Directors | Apr 26, 2021 |
Date of Approval by Stockholders | May 31, 2022 |
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 |
Article and Section Nos. | From | To |
Article I, Sec. 1 | ANNUAL MEETING. - The annual meeting of the stockholders shall be held on the last Tuesday of May in each year at the principal office of the Company, or at such other places in Metro Manila as may be fixed by the Board of Directors or the Chairman of the Board and specified in the notice, at such day and hour as the Board or the Chairman shall direct. | ANNUAL MEETING. - The annual meeting of the stockholders shall be held on the last Tuesday of May in each year at the principal office of the Company, or at any place in the city where the principal office of the Corporation is located as may be fixed by the Board of Directors or the Chairman of the Board and specified in the notice, at such day and hour as the Board or the Chairman shall direct. |
Article I, Sec. 2 | SPECIAL MEETINGS. - Special meetings of the stockholders may be called by the Chairman of the board or by order of the Board of Directors whenever he or they may deem it necessary, and shall be so called whenever persons holding of record at least one-fourth of -outstanding stock of the Company entitled to vote shall in writing request the same. Special meetings shall be held at the principal office of the Company or at such other place in Metro Manila as may be specified in the call. | SPECIAL MEETINGS. - Special meetings of the stockholders may be called by the Chairman of the board or by order of the Board of Directors whenever he or they may deem it necessary, and shall be so called whenever persons holding of record at least one-fourth of outstanding stock of the Company entitled to vote shall in writing request the same. Special meetings shall be held at the principal office of the Company or at any place in the city where the principal office of the Corporation is located as may be specified in the call. |
Article I, Sec. 3 | VOTING. - At all meetings of the stockholders, each stockholder entitled to vote thereat shall be entitled to one vote for each share held of record by him, which vote may be given personally or by attorney or proxy authorized in writing. The instrument authorizing an attorney or proxy to act shall be filed with the Office of the Corporate Secretary of the Company not later than twenty (20) business days prior to the scheduled stockholders meeting. In the election of directors each stockholder entitled to vote for directors may accumulate and distribute his votes in accordance with provision of law applicable in such case. | VOTING. - At all meetings of the stockholders, each stockholder entitled to vote thereat shall be entitled to one vote for each share held of record by him, which vote may be given personally or by attorney or proxy authorized in writing. The right to vote of stockholders or members may be exercised in person, through remote communication or in absentia. The instrument authorizing an attorney or proxy to act shall be filed with the Office of the Corporate Secretary of the Company not later than eighteen (18) days prior to the scheduled stockholders meeting. In the election of directors each stockholder entitled to vote for directors may accumulate and distribute his votes in accordance with provision of law applicable in such case. |
Article I, Sec. 5 | NOTICE OF MEETING. - Written notice of the annual and of any special meeting of stockholders shall be given to each stockholder entitled to vote thereat by posting the same in a postage prepaid letter, addressed to each such stockholder at his last known address or at the address last left by him with the Secretary of the Company, or by delivering the same to him personally, at least twenty eight (28) working days before the meeting. x x x The Board of Directors shall fix the record date which will determine the stockholders entitled to notice and attend a scheduled stockholders meeting. | NOTICE OF MEETING. - Written notice of the annual and of any special meeting of stockholders shall be given to each stockholder entitled to vote thereat by posting the same in a postage prepaid letter, addressed to each such stockholder at his last known address or at the address last left by him with the Secretary of the Company, or by delivering the same to him personally, or by electronic transmission, at least twenty one (21) days before the meeting. x x x The Board of Directors shall fix the record date which will determine the stockholders entitled to notice and attend a scheduled stockholders meeting. As used herein, electronic transmission means the delivery or transfer of documents, data or information by electronic mail to the e |
Article I, Sec. 7 (NEW) | - | VIRTUAL MEETING. The Corporation may opt to hold fully virtual stockholders' meetings, subject to applicable laws, rules and regulations of the Securities and Exchange Commission, as may be amended from time to time. |
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Rationale for the amendment(s) |
To align with the Revised Corporation Code and best Corporate Governance practices. |
Expected date of filing the amendments to the By-Laws with the SEC | TBA |
Expected date of SEC approval of the Amended By-Laws | TBA |
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any |
None. |
Other Relevant Information |
[Amended-1] Amended to reflect the date of stockholders' approval. |
Name | Jocelyn Villar-Altamira |
Designation | Assistant Vice President and Head, Corporate Governance and Compliance |
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Meralco - Manila Electric Company published this content on 31 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2022 05:59:02 UTC.