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
940,403,854
11. Indicate the item numbers reported herein
Item No. 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.
Prime Media Holdings, Inc.PRIM
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
Results of the Annual Stockholders’ Meeting held on 15 July 2026
Background/Description of the Disclosure
We advise that at the Annual Stockholders’ Meeting of PRIME MEDIA HOLIDNGS, INC. (the “Corporation”) held on 15 July 2026, the following matters were approved:
1. Minutes of the Previous Annual Stockholders’ Meeting. 2. Annual Report and the Audited Financial Statements for the year ending December 31, 2025.
3. Approval of the following transactions:
3.1 Conversion of the remaining Six Million Five Hundred Forty-Nine Thousand Nine Hundred Sixty (6,549,960) Series “A” Non-Voting and Convertible Preferred Shares into Common Shares at the conversion rate of Twenty Five (25) Series “A” Non-Voting and Convertible Preferred Shares with a par value of Four Centavos (PhP 0.04) per share to One (1) Common Share with a par value of One Peso (PhP 1.00) per share equivalent to issuance of approximately Two Hundred Sixty One Thousand Nine Hundred Ninety Eight (261,998) Common Shares with a par value of One Peso (PhP 1.00) per share. Fractional shares arising from such conversion shall be paid in cash and/or eliminated by way of retirement and decrease in authorized capital stock, as authorized by the board.
3.2 Additional Listing with the Philippine Stock Exchange (PSE) of approximately Two Hundred Sixty One Thousand Nine Hundred Ninety Eight (261,998) Common Shares issued to shareholders after conversion of Series “A” Non-Voting and Convertible Preferred Shares with a par value of Four Centavos (PhP 0.04) per share into Common Shares with a par value of One Peso (PhP 1.00) per share as described in item 3.1 above, if necessary.
4. Amendments to the Corporation’s Articles of Incorporation
4.1 Decrease in the Authorized Capital Stock from Four Billion Thirty-Nine Million Six Hundred Fifty-Nine Thousand Three Hundred Thirty-Six Pesos (PhP 4,039,659,336.00) to Three Billion Nine Hundred Ninety-Nine Million Six Hundred Fifty-Nine Thousand Three Hundred Thirty-Six Pesos (PhP 3,999,659,336.00) resulting from the retirement of Series A preferred class as described in Item 3.1 above.
4.2 Amendment to delete all other provisions and/or paragraphs in the Seventh Article of the Amended Articles of Incorporation relating to Preferred Shares to have one (1) class of Common Shares.
5. Amendments to the Corporation’s By-Laws
5.1 Section 1 of Article I (Meeting of Stockholders) 5.2 Section 2 of Article I (Meeting of Stockholders) 5.3 Section 6 of Article II (Board of Directors) 5.4 Section 7 of Article II (Board of Directors)
6. Ratification of All Acts of the Board of Directors, Officers and Management. 7. Election of Board of Directors, namely:
For Regular Directors: 1. DENNIS RHOUL P. MANALO 2. BERNADETH A. LIM 3. HERMOGENE H. REAL 4. MICHELLE F. AYANGCO 5. ROLANDO S. SANTOS
Independent Directors: 2 vacant seats
8. Appointment of Reyes Tacandong & Co. as External Auditor
Prime Media Holdings, Inc.PRIM