C07122-2023

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 25, 2023
2. SEC Identification Number
10683
3. BIR Tax Identification No.
000-141-166-000
4. Exact name of issuer as specified in its charter
SUNTRUST RESORT HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
26th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
(632) 8894-6300
9. Former name or former address, if changed since last report
SUNTRUST HOME DEVELOPERS, INC.
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 7,250,000,000
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.

Suntrust Resort Holdings, Inc.SUN

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Results of the Meeting of the Board of Directors dated 25 September 2023
Background/Description of the Disclosure

Please be informed that the Board of Directors of SUNTRUST RESORT HOLDINGS, INC. (formerly Suntrust Home Developers, Inc.) (the “Company”), at its meeting held today, 25 September 2023, approved the following:

i. The Annual Stockholders’ Meeting of the Company in 2023 will be held on 31 October 2023 at 9:00 AM via video conferencing, with 10 October 2023 as record date. The agenda of said meeting was likewise approved by the Board of Directors;

ii. The nomination period for the candidates for election to the upcoming Board of Directors, which will start on 25 September 2023 and end on 5 October 2023;

iii. Amendment of the Company’s Articles of Incorporation:
a. Increase of the authorized capital stock from PhP23,000,000,000.00 divided into 23,000,000,000 common shares at PhP1.00 per share to PhP28,000,000,000.00 divided into 28,000,000,000 common shares at PhP1.00 per share and amendment of the Seventh Article of the Articles of Incorporation for the purpose; and
b. Addition of retail activities to the Company’s purposes and amendment of the Second Article of the Articles of Incorporation to implement such change;

iv. Reiteration of the approval of the amendment of the Company’s By-Laws given by the Board of Directors on 9 September 2022 and by the stockholders on 25 October 2022, specifically as follows:
a. Changes to Article I, Section 1 (Regular Meetings);
b. Changes to Article I, Section 2 (Special Meetings);
c. Changes to Article I, Section 4 (Notice of Meeting);
d. Changes to Article I, Section 5 (Quorum);
e. Changes to Article I, Section 8 (Closing of Transfer Books or Fixing of Record Date);
f. Changes to Article II, Section 1 (Powers of the Board);
g. Changes to Article II, Section 3 (Independent Directors);
h. Changes to Article II, Section 5 (Vacancies);
i. Changes to Article II, Section 7 (Notice);
j. Changes to Article III, Section 1 (Election/Appointment);
k. Changes to Article III, Section 2 (Chairman of the Board);
l. Changes to Article III, Section 3 (President);
m. Deletion of Article III, Section 4 (The Senior Vice-President/s, Vice-President/s, and Assistant Vice-President/s);
n. Renumbering of Article III, Section 5 (The Corporate Secretary) to Article III, Section 4;
o. Renumbering of Article III, Section 6 (The Treasurer) to Article III, Section 5;
p. Insertion of a new Article III, Section 6 (Compliance Officer);
q. Changes to Article III, Section 9 (Vacancies);
r. Changes to Article III, Section 10 (Compensation);
s. Insertion of a new Article IV (Board Committees) with six (6) sections as follows: Section 1 (Committees), Section 2 (Nomination Committee), Section 3 (Corporate Governance Committee), Section 4 (Audit Committee), Section 5 (Related Party Transaction Committee), and Section 6 (Board Risk Oversight Committee);
t. Changes to the original Article IV (Indemnification of Officers and Directors) and renumbering of the same from Article IV to Article V;
u. Renumbering of Article V (Offices) to Article VI;
v. Renumbering of Article VI (Subscription, Issuance, and Transfer of Shares) to Article VII;
w. Renumbering of Article VII (Audit of Books, Fiscal Year, and Dividends) to Article VIII;
x. Changes to Article VII (to be renumbered Article VIII), Section 1 (External Auditors);
y. Renumbering of Article VIII (Amendments) to Article IX; and
z. Renumbering of Article IX (Seal) to Article X; and

v. Adoption of the recommendation of the Audit Committee to reappoint Punongbayan and Araullo (Grant Thornton) as the Company’s external auditor for the ensuing fiscal year and to present such recommendation and this approval for ratification of the stockholders during this year’s Annual Stockholders’ Meeting.
Other Relevant Information

Please see attached SEC Form 17-C.
Filed on behalf by:
Name Nelileen Baxa
Designation Corporate Secretary