C01680-2024

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)
Mar 21, 2024
2. SEC Identification Number
14829
3. BIR Tax Identification No.
000-164-757
4. Exact name of issuer as specified in its charter
Shell Pilipinas Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
41st Floor, The Finance Center, 26th Street corner 9th Avenue Bonifacio Global City, Brgy. Fort Bonifacio Taguig City, Metro Manila Postal Code 1635
8. Issuer's telephone number, including area code
+63234994001
9. Former name or former address, if changed since last report
Pilipinas Shell Petroleum Corporation
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 1,613,444,202
11. Indicate the item numbers reported herein
Item 9 - Other Events

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.

Shell Pilipinas CorporationSHLPH

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

Regular Meeting of the Board of Directors on 21 March 2024
Background/Description of the Disclosure

At the Regular Meeting of the Board of Directors of Shell Pilipinas Corporation (the “Corporation”) held on 21 March 2024 in person and via teleconferencing, at which meeting a quorum was present and acting throughout, the following matters were discussed and approved:

1. Appointment of Mr. Michael Ramolete as new Vice President for Mobility
2. 2023 Audited Financial Statements (“AFS”)
3. 2024 Corporate Plan
4. Bank Mandates
5. Sycip Gorres Velayo and Co. as External Auditors for 2024
6. 2024 Annual Stockholders’ Meeting (“Meeting”)
7. Amendment of By-Laws: Increase of Quorum Requirement for Board Meetings
8. Board Diversity Policy

Regarding item (1), the appointment of Mr. Michael Ramolete as new Vice President for Mobility, effective 01 April 2024, was approved by the Board upon the endorsement of the Nomination Committee. Mr. Randolph Del Valle will be moving to a new role.

Regarding items (2) and (5), the 2023 AFS and re-appointment of external auditors were approved by the Board upon the endorsement of the Board Audit and Risk Oversight Committee.

On item (6), based on Section 1, Article II of the By-Laws of the Corporation, its annual shareholders’ meeting shall be held “on the second Tuesday in May of each year.” For 2024, said date falls on 14 May. Moreover, the Meeting will be conducted virtually. Closing of Stock and Transfer Book is set on 17 April 2024 to determine the list of stockholders entitled to the Notice of Annual Stockholders’ Meeting. Further details will be disclosed promptly.

On item (7), the Board resolved to amend Article III, Section 4 of the By-Laws, as follows:

“Section 4. Quorum: A quorum at any meeting of the Board of Directors shall consist of two-third (2/3) of the entire membership of the board. A majority of the Directors forming such quorum shall decide any question that may come before the meeting, save and except any such matters in which the Corporation Law may require the affirmative vote of a greater proportion of the members of the Board.”

The same will be submitted for approval by shareholders during the next shareholders’ meeting.

On item (8), the Board, upon endorsement of the Nomination Committee and Corporate Governance Committee, approved the below Diversity Policy:

“Shell Pilipinas Corporation recognizes the value of having a board of directors which cultivates various points of view as may be brought about by different expertise, knowledge, skills, gender, and the multitude of other visible and invisible traits that make individuals truly unique.

The Board shall have the appropriate mix and rich combination of qualified directors so that, individually and collectively, optimal decision-making can be achieved and ‘groupthink’ avoided. In selecting directors and performing their duties, the Board shall aspire for diversity in gender, age, ethnicity, culture, skills, expertise, competence, knowledge, and experiences.

For this purpose, the Board may set diversity targets and strategies towards exemplifying the core values and needs of the Corporation to thrive sustainably in an ever-evolving environment.”
Other Relevant Information

Please refer to attached Form 17-C.
Filed on behalf by:
Name Mark Hadrian Gamo
Designation Legal Counsel & Corporate Secretary