Remarks C06059-2023

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)
Aug 5, 2023
2. SEC Identification Number
AN092-002557
3. BIR Tax Identification No.
002-333-130
4. Exact name of issuer as specified in its charter
The Philippine Stock Exchange, Inc.
5. Province, country or other jurisdiction of incorporation
Republic of the Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
6th to 10th Floors, PSE Tower, 5th Avenue corner 28th Street, Bonifacio Global City, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
(632) 88764888
9. Former name or former address, if changed since last report
Not Applicable
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 (Fully Paid) 81,644,529
Common Shares (Subscribed) 440,317
Total 82,084,846
11. Indicate the item numbers reported herein
Item No. 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.

The Philippine Stock Exchange, Inc.PSE

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

Amendment of By-Laws

Background/Description of the Disclosure

In the Annual Stockholders' Meeting held today, the Stockholders approved, by a vote of the stockholders representing majority of the Outstanding Capital Stock, the following amendments in the Company’s By-Laws:

1. In Article III, Sec. 1 – to delete the clause which prohibits a Trading Participant from intervening, directly or indirectly, in the management, operation, administration, and control of any other Trading Participant;
2. In Article III, Sec. 4, 5 and 11 – to delete all references to natural person trading participants, thereby deleting in toto Sec. 4 and Sec. 11;
3. In Article III, Sec. 8 – to conform to the provisions of Republic Act No. 11057 (Personal Property Security Act);
4. In Article V, Sec. 1 – to indicate that the independent directors shall constitute at least 1/3 of the Board of Directors or such other percentage as may be prescribed by law or regulation; and
5. In Article V, Sec. 6 – to delete the second paragraph which prohibits the Board of Directors from entering into major contracts in amounts exceeding fifteen percent (15%) of the total assets of the Company without prior approval of stockholders representing two-thirds (2/3) of the outstanding capital stock.

Date of Approval by Board of Directors May 3, 2023
Date of Approval by Stockholders Aug 5, 2023
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
Amendment(s)
Article and Section Nos. From To
Article III, Sec. 1 Please see attached Annex "A" Please see attached Annex "A"
Article III, Sec. 4 Please see attached Annex "A" Please see attached Annex "A"
Article III, Sec. 5 Please see attached Annex "A" Please see attached Annex "A"
Article III, Sec. 11 Please see attached Annex "A" Please see attached Annex "A"
Article III, Sec. 8 Please see attached Annex "A" Please see attached Annex "A"
Article V, Sec. 1 Please see attached Annex "A" Please see attached Annex "A"
Article V, Sec. 6 Please see attached Annex "A" Please see attached Annex "A"
Rationale for the amendment(s)

For Article III, Sec. 1 - to give more flexibility in allowing interlocking ownership of Trading Participants if justified by business or commercial reasons
For Article III, Sec. 4,5, 8 and 11, Article V. Sec. 1 - to align the provisions with existing laws, PSE rules, and regulations
For Article V, Sec. 6 - to give flexibility to pursue strategic initiatives expeditiously

The timetable for the effectivity of the amendment(s)
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

None.

Filed on behalf by:
Name Aissa Encarnacion
Designation Corporate Information Officer