C04715-2023

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)
Jun 15, 2023
2. SEC Identification Number
AS094-002365
3. BIR Tax Identification No.
003-868-048
4. Exact name of issuer as specified in its charter
SPC POWER CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7/F, BDO Towers Paseo, 8741 Paseo de Roxas, Makati Cit6 Postal Code 1209
8. Issuer's telephone number, including area code
(63 2) 8810 4474 to 77
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 Shares (as of April 30, 2022) 1,496,551,803
Total Debt (consolidated as of April 30, 2022) 1,033,721,201
11. Indicate the item numbers reported herein
-

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.

SPC Power CorporationSPC

PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Submission of report on the SEC approved amendment of By-Laws of SPC Power Corporation

Background/Description of the Disclosure

On June 15, 2023, the Corporation received the original copy of the approved 2022 Amended By Laws, a copy of which is attached to this report.

Date of Approval by Board of Directors May 31, 2022
Date of Approval by Stockholders Aug 5, 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 Jun 7, 2023
Date of Receipt of SEC approval Jun 15, 2023
Amendment(s)
Article and Section Nos. From To
Article II, Section 3 - By-Laws Special Meetings. – Special meetings of the stockholders may be called at the office of the Corporation by resolution of the Board of Directors, upon request of the stockholders representing one-third (1/3) or more of the fully paid-up capital stock, or by the President. Subject to the conditions under SEC Memorandum Circular No. 7, series of 2021, Sec. 49 of the Revised Corporation Code, and other relevant regulations, special meetings may be called by resolution of the Board of Directors, upon request of any number of shareholders who hold at least ten percent (10%) or more of the outstanding capital stock, or by the President.
Article II, Section 4 Section 4. Notices. Notices of every regular or special meeting of shareholders shall be made or cause to be made by the Secretary by personal delivery, mail, facsimile or cable to each stockholder of record at the address stated in the books of the Corporation not less than 15 business days prior to the date of any such meeting. Xxx Section 4. Notices. Notices of every regular or special meeting of shareholders shall be made or cause to be made by the Secretary by personal delivery, mail, facsimile, cable, messaging service, or electronic mail to each stockholder of record at the address stated in the books of the Corporation at least twenty-one (21) calendar days prior to the date of such meeting. Xxx
Article II, Section 2 The annual meeting of the stockholders shall be held during the month of April of each year, on such date, time and place as the Board may designate. If the Board fails to designate such date on or before March 15, then the Annual Meeting shall be held on the last Monday of April at 10:00 o’clock in the morning, at the principal office of the Corporation, unless the date be a holiday, in which event the meeting shall be held at the same hour and place on the next succeeding day which is not a holiday. The annual meeting of the stockholders shall be held during the month of May of each year, on such date, time and place as the Board may designate. If the Board fails to designate such date on or before March 15, then the Annual Meeting shall be held on the last Monday of April at 10:00 o’clock in the morning, at the principal office of the Corporation, unless the date be a holiday, in which event the meeting shall be held at the same hour and place on the next succeeding day which is not a holiday.
Article III, Section 7 Section 7. Voting Requirement. – xxx The following corporate acts require the affirmative vote of at least one director nominated by each Stockholder Group. xxx For purposes of these By-Laws, the term “Stockholder Group” means any shareholder which, individually or together with its Affiliates, directly or indirectly through one or more intermediaries, owns more than 25% of the total outstanding capital stock of the Corporation. xxx” Section 7. Voting Requirement. – Unless the articles of incorporation or the by-laws provides for a greater majority, a majority of the directors as stated in the articles of incorporation shall constitute a quorum to transact corporate business, and every decision reached by at least a majority of the directors constituting a quorum, except for the election of officers which shall require the vote of a majority of all the members of the board, shall be valid as a corporate act.
Article II, Section 7 Section 7. Voting Requirements. – At each meeting of the SH, every SH shall be entitled to vote, in person or by proxy, each share of stock held by him. A majority of the quorum shall decide any matters that may come before the meeting, unless a greater number is required by law and except as provided below for which the affirmative vote of SH holding at least 70% of the entire issued and outstanding capital stock shall be required. Section 7. Voting Requirements. – At each meeting of the SH, every SH shall be entitled to vote, in person or by proxy, each share of stock held by him. A majority of the quorum shall decide any matters that may come before the meeting, unless a greater number is required by law and except as provided below, for which the affirmative vote of shareholders owning or representing at least 662/3% of the Outstanding Common Shares stockholders holding at least 70% of the entire issued and outstanding capital stock shall be required: xxx
Rationale for the amendment(s)

As directed by the SEC to update outdated provisions.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC Sep 1, 2022
Expected date of SEC approval of the Amended By-Laws Dec 1, 2022
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

No material effect.

Other Relevant Information

We are amending the prior disclosure to update that the SEC has already approved the amendment of the By-Laws and that the original approved copy has been received by us and accounted for.

Filed on behalf by:
Name Maria Luz Caminero
Designation Senior Vice President for Legal and Regulatory Affairs/Corporate Secretary