C06244-2023

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 11, 2023
2. SEC Identification Number
14829
3. BIR Tax Identification No.
000-164-757
4. Exact name of issuer as specified in its charter
Shell Pilipinas Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
41st Floor, The Finance Center, 26th Street corner 9th Avenue Bonifacio Global City, Brgy. Fort Bonifacio Taguig City, Metro Manila Postal Code 1635
8. Issuer's telephone number, including area code
+63234994001
9. Former name or former address, if changed since last report
Pilipinas Shell Petroleum Corporation
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 1,613,444,202
11. Indicate the item numbers reported herein
Item 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.

Shell Pilipinas CorporationSHLPH

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendment of the Second Article (Secondary Purpose) of the Articles of Incorporation
Background/Description of the Disclosure

At the Regular Meeting of the Board of Directors of Shell Pilipinas Corporation held on 11 August 2023 in person and via teleconferencing, at which meeting a quorum was present and acting throughout, the following matters were discussed and approved, among others:

1. Directly Engaging in Electric Vehicle Charging Station Business and Amendment of the Articles of Incorporation (“AoI”) to Allow the Sale of Services Related to Electric Charging
2. Selling Services (Including Technical Services Related to Lubricants Business) and Amendment of the AoI for the Purpose

Regarding (1), the Board of Directors has approved the proposal for SHLPH to directly engage in the electric vehicle charging station business and to sell various services related to electric charging. This aligns with the company’s approach towards energy transition in step with society, evolving beyond petroleum, towards sustainable and cleaner energy solutions for the company, people, community and environment today and for the future.

Regarding (2), to generate more revenues for the company, the Board of Directors has approved the proposal for SHLPH to also sell technical services related to the company’s lubricants business to non-buyers of its lubricants products.
Date of Approval by
Board of Directors		 Aug 11, 2023
Date of Approval by Stockholders TBA
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 No. From To
Second Article xxx Secondary Purpose (b) xxx (c) To the extent permitted by law, to buy, trade, exchange, distribute and sell, at wholesale and/or retail, all kinds, types, and classes of goods, wares, merchandise, products, and other articles of trade including, whether tangible or intangible, but not limited to, dry goods, foodstuffs, food products, beverages, electrical supplies, office equipment, rubber and synthetic products, hydrocarbon products, chemical, chemical products, and credits or certificates xxx xxx Secondary Purpose (b) xxx (c) To the extent permitted by law, to buy, trade, exchange, distribute and sell, at wholesale and/or retail, all kinds, types, and classes of goods, wares, merchandise, products, and other articles of trade including, whether tangible or intangible, but not limited to, dry goods, foodstuffs, food products, beverages, electrical supplies, office equipment, rubber and synthetic products, hydrocarbon products, chemical, chemical products, and credits or certificates and to offer, provide, and sell services of all kinds to business entities and/or end consumers, either in conjunction with or independent of, the sale of the foregoing goods, products and articles.
Second Article xxx Secondary Purpose xxx (i) To purchase, create, generate, hold or otherwise acquire electric current and electric power of every kind, description and source, and to sell, market, supply or otherwise dispose of at wholesale/retail, insofar as may be permitted by law, light, heat and power of every kind, description and source xxx Secondary Purpose xxx (i) To purchase, create, generate, hold or otherwise acquire electric current and electric power of every kind, description and source, and to sell, market, supply or otherwise dispose of at wholesale/retail, insofar as may be permitted by law, light, heat and power of every kind, description and source as well as to offer, provide, and sell services of all kinds to business entities and/or end consumers, either in conjunction with or independent of, the sale, marketing, and supply of light, heat and power of every kind, description and source, including but not limited to services related to electric charging.
Rationale for the amendment(s)

Regarding (1), the Board of Directors has approved the proposal for SHLPH to directly engage in the electric vehicle charging station business and to sell various services related to electric charging. This aligns with the company’s approach towards energy transition in step with society, evolving beyond petroleum, towards sustainable and cleaner energy solutions for the company, people, community and environment today and for the future.

The Second Article, Secondary Purpose (j) of the Articles of Incorporation of SHLPH will be amended and broadened to include the sale of services related to electric charging, as follows:

(j) To purchase, create, generate, hold or otherwise acquire electric current and electric power of every kind, description and source, and to sell, market, supply or otherwise dispose of at wholesale/retail, insofar as may be permitted by law, light, heat and power of every kind, description and source as well as to offer, provide, and sell services of all kinds to business entities and/or end consumers, either in conjunction with or independent of, the sale, marketing, and supply of light, heat and power of every kind, description and source, including but not limited to services related to electric charging.

Regarding (2), to generate more revenues for the company, the Board of Directors has approved the proposal for SHLPH to also sell technical services related to the company’s lubricants business to non-buyers of its lubricants products.

As such, the Second Article, Secondary Purpose (c) of the Articles of Incorporation of SHLPH will be amended and broadened to include the sale of services, as follows:

(c) To the extent permitted by law, to buy, trade, exchange, distribute and sell, at wholesale and/or retail, all kinds, types, and classes of goods, wares, merchandise, products, and other articles of trade including, whether tangible or intangible, but not limited to, dry goods, foodstuffs, food products, beverages, electrical supplies, office equipment, rubber and synthetic products, hydrocarbon products, chemical, chemical products, and credits or certificates and to offer, provide, and sell services of all kinds to business entities and/or end consumers, either in conjunction with or independent of, the sale of the foregoing goods, products and articles.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

With the amendments to its Articles of Incorporation, SHLPH aims to directly engage in the electric vehicle charging station business and to sell various services related to electric charging. At the same time, it aims to also sell technical services related to the company’s lubricants business to non-buyers of its lubricants products.
Other Relevant Information

Please refer to the attached SEC Form 17-C.
Filed on behalf by:
Name Mark Hadrian Gamo
Designation Legal Counsel & Corporate Secretary