C08369-2023

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 14, 2023
2. SEC Identification Number
808
3. BIR Tax Identification No.
000-162-935
4. Exact name of issuer as specified in its charter
DITO CME HOLDINGS CORP.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
21st Floor, Udenna Tower, Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
+63284034007
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 14,035,000,000
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.

DITO CME Holdings Corp.DITO

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

Amendments to Dito CME Holdings Corp.'s (the "Corporation" or the "Company") By Laws
Background/Description of the Disclosure

The Corporation's board of directors and stockholders have approved on 6 December 2022 the amendments to the Corporation's by laws. The comparison between the old and new provisions as well as the rationale for each amendment is outlined below.
Date of Approval by Board of Directors Dec 6, 2022
Date of Approval by Stockholders Dec 6, 2022
Other Relevant Regulatory Agency, if applicable None
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission Nov 10, 2023
Date of Receipt of SEC approval Nov 14, 2023
Amendment(s)
Article and Section Nos. From To
Title By Laws of ISM Communications Corporation By Laws of Dito CME Holdings Corp. (Formerly: ISM Communications Corporation)
Section 3, Article I Sec. 3 Lost Certificates If a certificate is lost or destroyed, the Board of Directors may order a new certificate issued, in accordance with the provisions of Sec. 73 of the Corporation Code of the Philippines which is made a party hereof by reference, and, upon such guarantee by the parties claiming the same as the Board of Directors may deem satisfactory. Sec. 3 Lost Certificates. If a certificate is lost or destroyed, the Board of Directors may order a new certificate issued, in accordance with the provisions of Sec. 72 of the Revised Corporation Code of the Philippines (“RCC”) which is made a party hereof by reference, and, upon such guarantee by the parties claiming the same as the Board of Directors may deem satisfactory.
Section 3, Article II Sec. 3 Special Meetings Special meetings of the stockholders of the Corporation may be called by the President or by the order of the Board of Directors whenever he or they shall deem it necessary or by the stockholders holding one-third of the subscribed and paid-in capital stock of this Corporation. Sec. 3 Special Meetings. Any number of shareholders of a corporation (“Qualifying Shareholders”) who hold at least ten percent (10%) or more of the outstanding capital stock (“Qualifying Shares”) of the Company shall have the right to call for a Special Stockholders’ Meeting, subject to the guidelines set under Section 49 of the RCC and other relevant regulations in place at the time of the calling of the meeting. The Special Stockholders’ Meeting may be done physically or remotely through allowable means of remote communication.
Section 4, Article II Sec. 4 Notice of Meeting No notice of the regular annual meeting of stockholders of the Corporation need be given if the meeting is to be held in the principal office of the Corporation, however, notice of special meetings of the stockholders of the Corporation shall be given by mailing a copy thereof to each shareholder then of record not less than ten (10) days prior to the date of such special meeting, at his address as appears on the books of the Corporation. Sec. 4 Notice of Meeting. Subject to the relevant regulations at the time of the distribution of the notice, written notice of regular meetings shall be sent to all stockholders of record at least twenty-one (21) calendar days prior to the date of the meeting. All notices of shareholders’ meeting referred to above shall contain adequate information and such statements as will evidence the purpose of such meeting and the nature of the business to be transacted.
Section 6, Article II ec. 6 Quorum and Manner of Action At all the meetings of the stockholders, the stockholders holding or representing a majority of the subscribed outstanding capital stock of the Corporation shall constitute a quorum for the transaction of business at such stockholders’ meeting; and every decision of a majority of said stockholders holding majority of said outstanding capital stock, duly assembled at said stockholders’ meeting, unless otherwise provided by law, shall be valid as an act of such meeting. If, however, for want of a quorum or other cause, the regular annual meeting of the stockholders of the Corporation shall not be held on the day herein above named in Section (2) of this Article, or should the stockholders fail to complete th Sec. 6 Quorum and Manner of Action. At all the meetings of the stockholders, the stockholders holding or representing a majority of the subscribed outstanding capital stock of the Corporation shall constitute a quorum for the transaction of business at such stockholders’ meeting; and every decision of a majority of said stockholders holding majority of said outstanding capital stock, duly assembled at said stockholders’ meeting, unless otherwise provided by law, shall be valid as an act of such meeting. If, however, for want of a quorum or other cause, the regular annual meeting of the stockholders of the Corporation shall not be held on the day herein above named in Section (2) of this Article, or should the stockholders fail to complete
Section 9, Article II New provision Sec. 9 Conduct of Meeting. Meetings of the stockholders shall be presided over by the Chairman of the Board, or in his absence, the President, or if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary, shall act as secretary of every meetings, but if not present, the chairman of the meeting shall appoint a secretary of the meeting. The chairman of the meeting may adjourn the meeting from time to time, without notice other than announced at the meeting. In view of modern technology and subject to the applicable laws and relevant rules and regulations, the Corporation may conduct the stockholders meeting through videoconferencing, teleconferencing or alternative means of
Section 4, Article III Sec. 4 Regular Meeting Regular meetings of the Board of Directors shall be held as follows: a)Immediately after the annual meeting of the stockholder in which the Board was elected, without notice, at the place where such annual meeting was held, or, if this is not possible for lack of quorum or other good reason, on the next working day after such stockholders’ meeting; At such other period of times and places as the Board may designate by resolution from time to time. When thus fixed, notice of regular meetings need not be given. Sec. 4 Regular Meeting. Regular meetings of the Board of Directors shall be held as follows: A) Immediately after the annual meeting of the stockholder in which the Board was elected, without notice, at the place where such annual meeting was held, or, if this is not possible for lack of quorum or other good reason, on the next working day after such stockholders’ meeting;B)At such other period of times and places as the Board may designate by resolution from time to time. When thus fixed, notice of regular meetings need not be given. In view of modern technology and subject to the applicable laws and relevant rules and regulations, the Board of Directors may conduct its meeting through videoconferencing, teleconferencing or other means o
Section 5, Article III Sec. 5 Special Meetings Special meetings of the Board of Directors may be called by the Chairman or the President or by and at the request of nay directors. Notice of all special meetings shall be given to each director at his known post office address by mail, or, delivered personally to him, or, at his office, at least two working prior to the date fixed for the meeting. Sec. 5 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman or the President or by and at the request of nay directors. Notice of all special meetings shall be given to each director at his known post office address by mail, or, delivered personally to him, or, at his office, at least two working prior to the date fixed for the meeting. In view of modern technology and subject to the applicable laws and relevant rules and regulations, the Board of Directors may conduct its meeting through videoconferencing, teleconferencing or other means of alternative or remote communication. Directors may participate and vote in the meeting through remote communication, and shall be deemed present for purpose of de
Section 6, Article III Sec. 6 Quorum Six (6) Directors present at any regular or special meeting shall constitute a quorum for the transaction of all business. Action of the Board of Directors shall take only upon the affirmative vote of at least three directors. Sec. 6 Quorum. Six (6) Directors present at any regular or special meeting shall constitute a quorum for the transaction of all business. Action of the Board of Directors shall take only upon the affirmative vote of at least four directors.
Section 1, Article IV Sec. 1 Number and Designation The officers of the Corporation shall be a Chairman of the Board, a Vice-Chairman of the Board, a President, an Executive Vice-President, one (1) or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary and one (1) or more Assistant Secretaries, a Treasurer and one (1) or more Assistant Treasurers, and such other officers and assistants as the Board of Directors may select, all of whom shall be elected by and hold office at the pleasure only of the Board. Any person may hold more than one office provided the duties thereof are not inconsistent with each other. The Board need not fill up all the enumerated positions. With the exception of the Chairman of the Board, th Sec. 1 Number and Designation. The officers of the Corporation shall be a Chairman of the Board, a Vice-Chairman of the Board, a President, an Executive Vice-President, one (1) or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary and one (1) or more Assistant Secretaries, a Chief Finance Officer, a Treasurer and one (1) or more Assistant Treasurers, and such other officers and assistants as the Board of Directors may select, all of whom shall be elected by and hold office at the pleasure only of the Board. Any person may hold more than one office provided the duties thereof are not inconsistent with each other. The Board need not fill up all the enumerated positions. With the exception of the
Section 11, Article IV Sec. 11 Treasurer The Treasurer shall have the custody of all funds and securities of the Corporation which may have come into his hands; when necessary or proper, he may endorse on behalf of the Corporation for collection checks, notes and other obligations, and deposit the same to the credit of the Corporation in such bank or banks or depository as the Board of Directors may designate; he shall sign all receipts and vouchers for payments made to the Corporation; he may sign all checks made by the Corporation and shall pay out and dispose of the same under the direction of the Board; he alone shall sign all checks, drafts, bills of exchange and promissory notes of the Corporation unless such duty be assigned to other officer or officers Sec. 11 Treasurer.The Treasurer, who is a resident of the Philippines, shall have the custody of all funds and securities of the Corporation which may have come into his hands; when necessary or proper, he may endorse on behalf of the Corporation for collection checks, notes and other obligations, and deposit the same to the credit of the Corporation in such bank or banks or depository as the Board of Directors may designate; he shall sign all receipts and vouchers for payments made to the Corporation; he may sign all checks made by the Corporation and shall pay out and dispose of the same under the direction of the Board; he alone shall sign all checks, drafts, bills of exchange and promissory notes of the Corporation unless such duty be
Section 12, Article IV New provision Sec 12. Chief Finance Officer The Chief Finance Officer shall be the chief fiscal officer of the Corporation. He shall keep a full and accurate accounts of receipts and disbursements in the books of the corporation; he shall render an annual statements showing the financial condition of the corporation and such other financial reports as the Board of Director, or the President may, from time to time require; he shall prepare such financial reports, statements, certifications and other documents which may, from time to time, be required by government rules and regulations and to submit the same to the proper government agencies; and he may exercise such powers and perform such duties and functions as may be assigned to him by the President.
Section 12, Article IV - Renumbered to Section 13, Article IV
Section 13, Article IV - Renumbered to Section 14, Article IV
Section 14, Article IV - Renumbered to Section 15, Article IV
Rationale for the amendment(s)

The rationale for each amendment is as follows:

1. The proposed change of the corporate name in the title is made to reflect the change in the name of the Company as stated in its Amended Articles of Incorporation.
2. The proposed amendment in Section 3, Article I is made to incorporate the provisions of Section 72 of the Revised Corporation Code on the procedure for lost or destroyed stock certificates.
3. The proposed amendment in Section 3, Article II is made to incorporate the provisions of Section 49 of the Revised Corporation Code and SEC Memorandum Circular No. 7, series of 2021 regarding the guidelines for the calling of a special stockholders’ meeting.
4. The proposed amendment in Section 4, Article II is made to incorporate and comply with SEC Memorandum Circular No. 3, series of 2020 on the required time period for the distribution of notices for annual and/or special meetings to stockholders.
5. The proposed amendment in Section 6, Article II is made to officially include other remote means of communication for conducting meetings.
6. In view of modern technology, this new provision in Section 9, Article II is added to serve as a guideline in the conduct of meetings through alternative means of remote communication.
7. The proposed amendments in Sections 4, 5, and 6 of Article III are made to comply with and incorporate the provisions of Section 52 of the Revised Corporation Code.
8. The proposed amendment in Section 1, Article IV is made to include the Chief Finance Officer as an officer of the Company.
9. The proposed amendment in Section 11, Article IV is made to comply with and incorporate the provisions of the Section 24 of the Revised Corporation Code.
10. This new provision in Section 12, Article IV is added to enumerate the duties and responsibilities of the Company’s Chief Finance Officer.
11. Section 13, 14, and 15 of Article IV were renumbered to accommodate the addition of a new Section. The provisions of these sections remain the same except for the new section numbers, respectively.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC Jan 10, 2022
Expected date of SEC approval of the Amended By-Laws Nov 10, 2023
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

There are no expected substantial effects of the amendments to the Company's business and operations as these amendments were made for purposes of corporate housekeeping.
Other Relevant Information

On 14 November 2023, the Corporation received the SEC's approval for the amendment of its By Laws. Please see attached DITO's certificate of amendment of by laws as well as the amended by laws.
Filed on behalf by:
Name Alyssa Hannah Nuqui
Designation Associate Legal Counsel