C01036-2024

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)
Feb 27, 2024
2. SEC Identification Number
148022
3. BIR Tax Identification No.
000-288-655-000
4. Exact name of issuer as specified in its charter
Euro-Med Laboratories Phil., Inc.
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
PPL Building, United Nations Avenue corner San Marcelino St., Manila Postal Code 1007
8. Issuer's telephone number, including area code
00-63-2-85240091 to 98
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 4,112,140,540
11. Indicate the item numbers reported herein
Item 9

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.

Euro-Med Laboratories Phil., Inc.EURO

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

Amendments to the By-Laws of Euro-Med Laboratories Phil., Inc.
Background/Description of the Disclosure

In its meeting held on 27 February 2024, the Board of Directors approved the amendment of the Company’s By-laws pursuant to the authority delegated by the stockholders of the Company to the Board at the stockholders’ meeting held on 28 June 2017. The amendments consisted of clauses to align with the provisions of the Revised Corporation Code and conducting stockholders’ and directors’ meetings through remote communication and allowing stockholders and directors to vote in the said meetings in absentia or electronically, to wit:

1. Article II, Sec. 4 – to update the applicable legal provision in the Revised Corporation Code for the issuance of new stock certificates in lieu of lost, mutilated and destroyed stock certificates;
2. Art. III, Sec. 1 – to allow the conduct of stockholders’ meetings through remote communication;
3. Art. III, Sec. 4 – to authorize the sending out of notices of stockholders’ meetings through publication or through remote communication;
4. Art. III, Sec. 5 – to allow participation and voting in stockholders’ meetings through remote communication or in absentia or electronically to be counted for purposes of determining the quorum;
5. Art. III, Sec. 6 – to allow stockholders attending through remote communication to participate in choosing a Chairman of the meeting in the absence of the Chairman and the Vice-Chairman;
6. Art. III, Sec. 7 – to allow stockholders to vote in absentia or electronically or by other means as may be authorized by the Board of Directors, and to correct minor typographical errors in the provision;
7. Art. III, Sec. 8 – to allow stockholders to vote in absentia or electronically or by other means as may be authorized by the Board of Directors;
8. Art. IV, Sec. 6 – to allow directors attending meetings through remote communication to be counted for purposes of determining the quorum, and to authorize voting through remote communication or in absentia or electronically or other means as may be allowed by law;
9. Art. IV, Sec. 7 – to authorize the conduct of directors’ meetings through remote communication;
10. Art. IV, Sec. 10 – to allow the sending out of notices of special meetings of the Board of Directors through electronic mail, digital messaging or other forms of remote communication, and to correct minor typographical errors in the provision; and,
11. Art. VI, Sec. 1 – to include Assistant Treasurer and Assistant Corporate Secretary in the list of officers of the Company.
Date of Approval by Board of Directors Feb 27, 2024
Date of Approval by Stockholders N/A
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 II, Section 4 Please refer to the attached file. Please refer to the attached file.
Article III, Section 1 Please refer to the attached file. Please refer to the attached file.
Article III, Section 4 Please refer to the attached file. Please refer to the attached file.
Article III, Section 5 Please refer to the attached file. Please refer to the attached file.
Article III, Section 6 Please refer to the attached file. Please refer to the attached file.
Article III, Section 7 Please refer to the attached file. Please refer to the attached file.
Article III, Section 8 Please refer to the attached file. Please refer to the attached file.
Article IV, Section 6 Please refer to the attached file. Please refer to the attached file.
Article IV, Section 7 Please refer to the attached file. Please refer to the attached file.
Article IV, Section 10 Please refer to the attached file. Please refer to the attached file.
Article VI, Section 1 Please refer to the attached file. Please refer to the attached file.
Rationale for the amendment(s)

The amendments were made to align the provisions of the By-laws with the Revised Corporation Code and to formalize the current practice of the Company of conducting stockholders’ and directors’ meetings through remote communication and allowing stockholders and directors to vote in the said meetings in absentia or electronically. Minor typographical errors were also corrected.
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 Janice Ong
Designation Corporate Secretary