CPGI would like to inform the Honorable Commission that during its Special Board Meeting held on October 18, 2023, the following resolutions were passed:
1. Resolution approving the authority of the Corporation to Issue up to FIFTY MILLION (50,000,000) of its Preferred Shares (the “Offer Shares”) with a par value of 53/100 Pesos (Php0.53) per share from the existing unissued authorized capital stock of the Corporation as Series B Preferred Shares for sale or subscription by way of a follow-on public offering at an offer price of One Hundred Pesos (Php100.00) per share and with full authority of the Corporation’s Management to negotiate, agree on, and approve the final terms and conditions of the Offer Shares;
2. Resolution approving the authority of the Corporation to apply for (i) the registration of the Offer Shares with the Securities and Exchange Commission (“SEC”); and (ii) the listing of the Offer Shares with The Philippine Stock Exchange, Inc. (“PSE”) and subject to the approval of these regulatory agencies, the Corporation through its Management be authorized to sign, execute, and deliver any and all documents, contracts, agreements, and instruments as may be required or necessary in connection with the registration and licensing of its shares with the SEC, the listing with the PSE, and the offer for sale to the public of the Offer Shares; and
3. Resolution authorizing the Corporation to approve, confirm, and ratify, the disclosures contained in the Registration Statement and Prospectus to be filed with the Securities and Exchange Commission and the listing application to be filed with The Philippine Stock Exchange, Inc. in connection with the offer for sale to the public of the Preferred Shares (designated as Series B Preferred Shares).
4. Resolution further authorizing the Corporation to implement all necessary corporate and other actions to proceed with the offering and issuance of the Offer Shares;
5. Resolution approving the conduct of a Solicitation of the Stockholders’ Written Assent on November 13, 2023 with a record date of November 6, 2023.
The Company fully undertakes that it shall furnish the Honorable Exchange all material documentation and filings for the aforementioned resolutions. |