C07868-2023

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)
Nov 7, 2023
2. SEC Identification Number
31171
3. BIR Tax Identification No.
000-168-801
4. Exact name of issuer as specified in its charter
PETRON CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
San Miguel Head Office Complex, 40 San Miguel Avenue, Mandaluyong City Postal Code 1550
8. Issuer's telephone number, including area code
(63 2) 8884-9200
9. Former name or former address, if changed since last report
N/A
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 (PCOR) 9,375,104,497
PREFERRED SERIES 3A (PRF3A) 13,403,000
PREFERRED SERIES 3B (PRF3B) 6,597,000
PREFERRED SERIES 4A (PRF4A) 5,000,000
PREFERRED SERIES 4B (PRF4B) 2,995,000
PREFERRED SERIES 4C (PRF4C) 6,005,000
PCOR SERIES C BONDS DUE 2024 (IN MIL PESO) 13,200
PCOR SERIES D BONDS DUE 2025 (IN MIL PESO) 6,800
PCOR SERIES E BONDS DUE 2025 (IN MIL PESO) 9,000
PCOR SERIES F BONDS DUE 2027 (IN MIL PESO) 9,000
TOTAL DEBT AS OF SEPT 30 2023 (IN MIL PESO-CONSO) 240,987
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.

Petron CorporationPCOR

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 the By-Laws of the Company.

Background/Description of the Disclosure

Amendment of the By-Laws of the Company.

Date of Approval by Board of Directors Nov 7, 2023
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable -
Date of Approval by Relevant Regulatory Agency, if applicable TBA
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 I, Section 1 The principal office of PETRON CORPORATION, hereinafter called the Corporation, shall be in Metro Manila, Republic of the Philippines. Complete the indicated principal office of the Company from “Metro Manila” to “San Miguel Head Office Complex, 40 San Miguel Avenue, Mandaluyong City” to be consistent with the Company’s Articles of Incorporation: "The principal office of PETRON CORPORATION, hereinafter called the Corporation, shall be at the San Miguel Head Office Complex, 40 San Miguel Avenue, Mandaluyong City, Metro Manila, Republic of the Philippines."
ARTICLE II, Section 2 The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may come before the meeting shall be held every third Tuesday of May, at such hour as may be named in the office of said meeting. If the election of directors shall not be held on the day designated herein for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting as soon thereafter as may be convenient. x x x Change the ASM date from “3rd Tuesday” of May to “1st Thursday” of May: "The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may come before the meeting shall be held every first Thursday of May (or if this day falls on a legal holiday, the meeting shall be held on the next working day) or on such date and at such hour as may be named in the notice of said meeting. If the election of directors shall not be held on the day designated herein for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting as soon thereafter as may be convenient. x x x"
ARTICLE II, Section 4 Except as otherwise provided by statute, written or printed notice of all annual and special meetings of stockholders, stating the place and time of the meeting and the general nature of the business to be considered, shall be sent by facsimile, personal delivery, or by mail postage prepaid, at least fifteen (15) days before the day on which the meeting is to be held to each stockholder of record at his last known post-office address or, at the option of the Corporation, by publication in a newspaper of general circulation, provided that, unless expressly required by law, no publication of any notice of a meeting of stockholders shall be required. x x x Amend the minimum period for the release of the ASM notice from 15 days to 21 days and add electronic email and other manner allowed by law or regulation as a means to deliver such notice: "Except as otherwise provided by law, rule or regulation, written or printed notice of all annual and special meetings of stockholders stating the place and time of the meeting and the general nature of the business to be considered shall be sent by facsimile, personal delivery, mail postage prepaid, electronic mail or such other manner as law, rule or regulation may allow at least twenty-one (21) days before the day on which the meeting is to be held to each stockholder of record at his last known post-office or email address or, at the option of the Corporation, by publication in a newspaper of general circulation, provided that, unless expressly required by law, no publication of any notice of a meeting of stockholders shall be required. x x x"
Rationale for the amendment(s)

The proposed amendments to the Company’s by-laws will (i) align the principal office indicated in both the Company’s Articles of Incorporation and by-laws, (ii) facilitate compliance with the requirements of the SRC Rule 68 on information to be included in the Definitive Information Statement for the annual stockholders' meeting, and (iii) align with the requirements of the Revised Corporation Code.

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

None.

Other Relevant Information

Please see attached current report on SEC Form 17-C.

Filed on behalf by:
Name Jhoanna Jasmine Javier-Elacio
Designation Assistant Vice President - General Counsel and Corporate Secretary/Compliance Officer