Pursuant to the relevant provisions of the Memorandum of Understanding (MOU) By and Between the Philippine Stock Exchange, Inc. (PSE) and the Securities and Exchange Commission (SEC) on the Listing of the PSE Shares on the PSE Trading Board, the Commission has caused the immediate posting of the foregoing disclosure/s in the PSE Electronic Disclosure Generation Technology System (PSE EDGE). This directive is being issued primarily for the purpose of ensuring the timely disclosure of information relating to PSE as a listed company and should not be construed as an approval by the Commission of the item/s being disclosed nor of any of the acts done by the PSE or it intends to do in relation to this disclosure. The PSE shall remain responsible for complying with the other requirements as mandated in the Securities Regulation Code (SRC) and other relevant laws and their respective rules and regulations. This approval is for the purpose of ensuring the immediate posting of the disclosure. Nothing herein precludes the Commission as the statutory regulator of the PSE as a registered exchange, as Self-Regulatory Organization and as an issuer of registered securities, to seek further clarification and/or information and to take appropriate action on the matter, including the imposition of penalty in case of violation of the SRC and its Implementing Rules and Regulations. Finally, the Commission, acting as the Exchange under the MOU, may also impose penalty in case of violation of the relevant PSE Rules.
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 CityPostal Code1634
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