Shell Pilipinas Corporation (“SHLPH”) held its virtual Special Stockholders’ Meeting on 21 November 2023 through Shell Operated Webcast. Pursuant to SEC Memorandum Circular No. 6, Series of 2020, stockholders representing 74.39% (final figures subject to validation by Rizal Commercial Banking Corporation) of the total issued and outstanding capital stock of SHLPH participated in the meeting via remote communication, in absentia and by proxy.
During the meeting, stockholders representing at least 74.35% (final figures subject to validation by Rizal Commercial Banking Corporation) of the total issued and outstanding capital approved the following:
1. the Minutes of the Annual Stockholders’ Meeting held on 09 May 2023; 2. SHLPH 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; and
3. SHLPH Selling Services (Including Technical Services Related to Lubricants Business) and Amendment of the AoI for the Purpose.
The amendments to the AoI mentioned in (2) and (3) above shall be submitted to the Securities and Exchange Commission for approval.
Regarding (2), the stockholders have 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 (i) of the AoI of SHLPH will be amended and broadened to include the sale of services related to electric charging, as follows:
(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. (Underscoring supplied)
Regarding (3), to generate more revenues for the company, the stockholders have 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 AoI 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. (Underscoring supplied) |