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 ManilaPostal Code1635
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 4-4 - 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 By-Laws
Background/Description of the Disclosure
On 21 March 2024, the Board of Directors approved the amendment of Article III, Section 4 of the By-Laws of the Corporation to increase the quorum requirement for Board meetings from majority to two-thirds (2/3) of the total Board seats.
Date of Approval by Board of Directors
Mar 21, 2024
Date of Approval by Stockholders
TBA
Other Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Relevant Regulatory Agency, if applicable
N/A
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 III, Section 4
“Section 4. Quorum: A quorum at any meeting of the Board of Directors shall consist of a majority 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.”
“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.”
Rationale for the amendment(s)
To increase the quorum requirement for Board Meetings following the approval of the Board of Directors at its regular meeting on 21 March 2024.
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
The quorum requirement for Board Meetings will be increased to two-thirds (2/3) of total Board seats.