C07067-2023

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)
Sep 22, 2023
2. SEC Identification Number
PW-02
3. BIR Tax Identification No.
000-103-216
4. Exact name of issuer as specified in its charter
A. SORIANO CORPORATION
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7/F Pacific Star Bldg., Makati Avenue corner Gil Puyat Avenue, Makati City Postal Code 1209
8. Issuer's telephone number, including area code
(632) 88190251
9. Former name or former address, if changed since last report
-
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 2,500,000,000
11. Indicate the item numbers reported herein
-

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.

A. Soriano CorporationANS

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 of A. Soriano Corporation

Background/Description of the Disclosure

Amendment of Sections 2 and 3 of Article III on Meetings, and Sections 6 and 7 of Article IV on Board of Directors of the By-Laws of the Company in order to formalize in the By-Laws the option to hold Board and Stockholders’ meetings virtually or via remote communications and to include e-mail and messaging services as methods of sending notices of meetings to directors.

Date of Approval by Board of Directors Mar 1, 2023
Date of Approval by Stockholders Apr 19, 2023
Other Relevant Regulatory Agency, if applicable -
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission Sep 20, 2023
Date of Receipt of SEC approval Sep 22, 2023
Amendment(s)
Article and Section Nos. From To
Article III Section 2 Section 2. The meetings of stockholders shall be ordinary or extraordinary and held in the principal offices of the Corporation or in such place as may be designated by the Board within Metro Manila. Unless a different date and time preferably in April is fixed by the Board of Directors and only upon due notice, the annual meeting of stockholders shall be held at 10:00 o’clock in the morning on the THIRD WEDNESDAY OF APRIL OF EACH YEAR, if not a legal holiday, and if a legal holiday, then on the day following. The special meeting of stockholders may be held at any time whenever so called by the Board of Directors or the Chairman and Chief Executive Officer. Please see attached.
Article III Section 3 Section 3. Notices of ordinary stockholders meeting shall be sent to stockholders or record at least fifteen (15) business days prior to the scheduled annual stockholders meeting. Notices for special meetings shall be mailed and deposited in any post office in Metro Manila addressed to each stockholder at his/her address registered in the Stock and Transfer Books of the Corporation at least fifteen (15) business days prior to the date of the meeting. The notice shall state the business to be discussed at the meeting and any other matters not stated therein shall not be touched upon. (As amended by the Board on February 15, 2000; by the Stockholders on April 19, 2000.) Please see attached.
Article IV Section 6 Section 6. Regular meetings of the Board of Directors shall be held once every quarter of the year in the office of the Corporation on such dates and at such times as the Chairman of the Board and Chief Executive Officer, or in his absence, the President and Chief Operating Officer may determine. Special meetings of the Board and Chief Executive Officer, or in his absence, of the President and Chief Operating Officer, or upon the request of a majority of the directors. Please see attached.
Article IV Section 7 Section 7. Notice of the regular or special meetings of the Board shall be communicated by the Secretary to each director, verbally or in writing at his residence or usual place of business at least twenty-four (24) hours before the meeting. Please see attached.
Rationale for the amendment(s)

Amendment of Sections 2 and 3 of Article III on Meetings, and Sections 6 and 7 of Article IV on Board of Directors of the By-Laws of the Company in order to formalize in the By-Laws the option to hold Board and Stockholders’ meetings virtually or via remote communications and to include e-mail and messaging services as methods of sending notices of meetings to directors.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC May 10, 2023
Expected date of SEC approval of the Amended By-Laws Sep 22, 2023
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

None

Other Relevant Information

We're amending the disclosure to indicate the date of approval of the Securities and Exchange Commission of the Amended By-Laws of A. Soriano Corporation.

Filed on behalf by:
Name Joshua Castro
Designation Vice President and Assistant Corporate Secretary