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)
Jul 5, 2023
2. SEC Identification Number
808
3. BIR Tax Identification No.
000-162-935
4. Exact name of issuer as specified in its charter
DITO CME HOLDINGS CORP.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
21st Floor, Udenna Tower, Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig CityPostal Code1634
8. Issuer's telephone number, including area code
+63284034007
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
14,035,000,000
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.
DITO CME Holdings Corp.DITO
PSE Disclosure Form 4-25 - Results of Organizational Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of the organizational meeting of the Board of Directors of DITO.
Background/Description of the Disclosure
Disclosing the results of the organizational meeting of the board of directors of DITO held immediately after the Annual Stockholders' Meeting on 5 July 2023 via videoconferencing.
List of elected officers for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person
Position/Designation
Shareholdings in the Listed Company
Nature of Indirect Ownership
Direct
Indirect
Dennis A. Uy
Chairman
6,375,323
5,226,806,650
Through Udenna Corporation
Ernesto R. Alberto
President
3,500,000
0
-
Cherylyn C. Uy
Treasurer
10,000
1,492,893,350
Through Udenna Corporation
Leandro E. Abarquez
Corporate Secretary
2,000
0
-
List of Committees and Membership
Name of Committees
Members
Position/Designation in Committee
Executive Committee
Dennis A. Uy
Chairman
Executive Committee
Cherylyn C. Uy
Member
Executive Committee
Raouf A. Kizilbash
Member
Audit and Risk Committee
Jonathan L. Ravelas
Chairman
Audit and Risk Committee
Salvador C. Medialdea
Member
Audit and Risk Committee
Enrico S. Cruz
Member
Board Risk and Oversight Committee
Salvador C. Medialdea
Chairman
Board Risk and Oversight Committee
Ernesto R. Alberto
Member
Board Risk and Oversight Committee
Raouf A. Kizilbash
Member
Corporate Governance Committee
Enrico S. Cruz
Chairman
Corporate Governance Committee
Jonathan L. Ravelas
Member
Corporate Governance Committee
Salvador C. Medialdea
Member
Nomination Committee
Dennis A. Uy
Chairman
Nomination Committee
Ernesto R. Alberto
Member
Nomination Committee
Salvador C. Medialdea
Member
Compensation and Remuneration Committee
Dennis A. Uy
Chairman
Compensation and Remuneration Committee
Joseph John L. Ong
Member
Compensation and Remuneration Committee
Jonathan L. Ravelas
Member
Related Party Transaction Committee
Salvador C. Medialdea
Chairman
Related Party Transaction Committee
Jonathan L. Ravelas
Member
Related Party Transaction Committee
Enrico S. Cruz
Member
List of other material resolutions, transactions and corporate actions approved by the Board of Directors
The Board of Directors approved the following agenda items:
1. Merger of the Company with its wholly-owned subsidiary, Udenna Communications, Media and Entertainment Holdings Corp. 2. Grant of authority to act as surety and/or guarantor for its subsidiaries at the terms and conditions approved by the Board of Directors 3. Issuance of shares pursuant to an equity offering, private placement, top-up placement or similar transaction to be determined by the Board and the listing of such shares. 4. Offer for sale and issuance of convertible bonds (the “Convertible Bonds”) to such number of investors to be determined by the Board of Directors, and the delegation of authority to the Board of Directors to negotiate and determine the terms and conditions of the issuance, including the transaction price, the terms and conditions of the issuance, and to engage the services of arrangers, advisors, legal counsel, and other agents as may be necessary, proper or desirable for the transaction, and the approval for the listing of the underlying common shares of the Convertible Bonds with the PSE. 5. Appointment of External Auditor
Other Relevant Information
The approval for items 1 to 4 only cover general corporate actions. Another board approval will be sought once the terms and conditions of the transactions under these matters are finalized. The appropriate disclosures will be made by the Corporation accordingly.