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6-K Filing
PLDT (PHI) 6-K6-K June 13, 2018 Disclosures
Filed: 14 Jun 18, 12:00am
Exhibit 99.2
EXHIBITS
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99.2 | Annual Meeting of Stockholders
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| 1.Approval of the audited financial statements of the Company for the fiscal year ended December 31, 2017 contained in the Company’s 2017 Annual Report |
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| 2.Election of directors of the Company |
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| Organizational Meeting
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| 1.Election of officers of the Company
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| 2.Appointment of Chairmen and Members of the Audit Committee, Risk Committee, Governance and Nomination Committee, Executive Compensation Committee and Technology Strategy Committee of the Board of Directors
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June 13, 2018
Philippine Stock Exchange
6/F Philippine Stock Exchange Tower
28th Street corner 5th Avenue
Bonifacio Global City, Taguig City
Attention: Mr. Jose Valeriano B. Zuño III
OIC - Head, Disclosure Department
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall also serve as the disclosure letter for the purpose of complying with the PSE Revised Disclosure Rules.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
June 13, 2018
SECURITIES & EXCHANGE COMMISSION
Secretariat Building, PICC Complex
Roxas Boulevard, Pasay City
Attention: Mr. Vicente Graciano P. Felizmenio, Jr.
Director – Markets and Securities Regulation Dept.
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
COVER SHEET
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Company Name
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(F | O | R | M | E | R | L | Y |
| P | H | I | L | I | P | P | I | N | E |
| L | O | N | G |
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D | I | S | T | A | N | C | E |
| T | E | L | E | P | H | O | N | E |
| C | O | M | P | A | N | Y) |
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Principal Office (No./Street/Barangay/City/Town/Province)
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| B | U | I | L | D | I | N | G |
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M | A | K | A | T | I |
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M | A | K | A | T | I |
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| Secondary License Type, If Applicable | |||||||||||||||||||||
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| 17 | - | C |
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COMPANY INFORMATION
| Company’s Email Address |
| Company’s Telephone Number/s |
| Mobile Number |
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| 8168553 |
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| No. of Stockholders |
| Annual Meeting |
| Fiscal Year |
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| 11,691 As of April 30, 2018 |
| Every 2nd Tuesday of June |
| December 31 |
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CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation
Name of Contact Person |
| Email Address |
| Telephone Number/s |
| Mobile Number |
Ma. Lourdes C. Rausa-Chan |
| lrchan@pldt.com.ph |
| 8168553 |
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Contact Person’s Address | ||
MGO Building, Legaspi St. corner Dela Rosa St., Makati City |
Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. | June 13, 2018 | |
| Date of Report (Date of earliest event reported) | |
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2. | SEC Identification Number PW-55 | |
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3. | BIR Tax Identification No. 000-488-793 | |
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4. | PLDT Inc. | |
| Exact name of issuer as specified in its charter | |
5. | PHILIPPINES | 6. ____________ (SEC Use Only) |
| Province, country or other jurisdiction of Incorporation | Industry Classification Code |
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7. | Ramon Cojuangco Building, Makati Avenue, Makati City | 1200 |
| Address of principal office | Postal Code |
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8. | (632) 816-8553 |
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| Issuer's telephone number, including area code | |
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9. | Not Applicable |
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| Former name or former address, if changed since last report | |
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10. | Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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11. Item 4 (Election of Directors and Officers) and Item 9 (Other Events)
We disclose the following information pertaining to the Annual Meeting of Stockholders (“Annual Meeting”) and Organizational Meeting of the Board of Directors (“Organizational Meeting”) of PLDT Inc. (the “Company” or “PLDT”) and the actions approved in said meetings.
1. | Annual Meeting of Stockholders |
| 1.1 | The Annual Meeting was held on June 13, 2018 at 3:00 p.m. at Rizal Ballroom AB, Makati Shangri-la, Ayala Avenue corner Makati Avenue, Makati City. |
| (a) | As at the Record Date, April 16, 2018 (the “Record Date”), the total outstanding shares of PLDT entitling the holders thereof to attend the Annual Meeting was 666,056,645, broken down as follows: |
Class of Shares | Number of Shares |
Common | 216,055,775 |
Voting Preferred | 150,000,000 |
Non-Voting Serial Preferred | 300,000,870 |
Total | 666,056,645 |
| (b) | As at the Record Date, the total outstanding shares of PLDT entitling the holders thereof to attend and vote their shares on matters presented for stockholders’ approval was 366,055,775 (the “Voting Shares”), broken down as follows: |
Class of Shares |
| Number of Shares |
Common |
| 216,055,775 |
Voting Preferred |
| 150,000,000 |
Total |
| 366,055,775 |
| (c) | The total Voting Shares owned or held by the stockholders present or represented by proxy at the Annual Meeting was 319,165,183 representing 87.19% of the total outstanding Voting Shares of PLDT as at the Record Date, broken down as follows: |
Class Of Shares | Number of SharesPresentProxyPresent / Proxy
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Common | 35,097,775 | 134,067,408 | 169,165,183 | 46.21 % |
Voting Preferred | 0 | 150,000,000 | 150,000,000 | 40.98 % |
Total | 35,097,775 | 284,067,408 | 319,165,183 | 87.19 % |
Therefore, there was a quorum for the valid transaction of business at the Annual Meeting.
| officers of the Company were present in the Annual Meeting. Representatives from the Company’s independent auditors, Sycip Gorres Velayo & Co. were also present in the Annual Meeting. |
| 1.2 | Each item in the Agenda for the Annual Meeting that is subject to stockholders’ approval was voted upon by means of written voting instructions. |
| 1.3 | The voting requirement and the votes cast for each of the following items in the Agenda that is subject to stockholders’ approval are as follows: |
| (a) | Approval of the audited financial statements for the fiscal year ended December 31, 2017 contained in the Company’s 2017 Annual Report. |
Class of Shares | VOTING REQUIREMENTMajority of Total Outstanding Common and Voting Preferred SharesVOTES CAST
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Common | For | Against | Abstain |
Stockholders present in person without proxies previously filed but with voting instructions filed at the Annual Meeting | 17,353,398 | 0 | 0 |
Stockholders present in person with proxies previously filed | 14,152,541 | 0 | 0 |
Stockholders represented by proxies | 133,589,959 | 20,767 | 456,682 |
Sub-Total | 165,095,898 | 20,767 | 456,682 |
Voting Preferred |
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Stockholders present in person without proxies previously filed but with voting instructions filed at the Annual Meeting | 0 | 0 | 0 |
Stockholders present in person with proxies previously filed | 0 | 0 | 0 |
Stockholders represented by proxies | 150,000,000 | 0 | 0 |
Sub-Total | 150,000,000 | 0 | 0 |
Grand Total | 315,095,898 | 20,767 | 456,682 |
Since a total of 315,095,898 shares representing 86.08% or more than two-thirds (2/3) of the outstanding Common and Voting Preferred Shares were voted in favor of the approval of the audited financial statements of the Company for the fiscal year ended December 31,2017 contained in the Company’s 2017 Annual Report, the said financial statements were approved.
| (b) | Election of thirteen (13) directors including three (3) independent directors for the ensuing year, whose background information are contained in the Information Statement. |
Prior to the casting of votes, the Chairman explained the review or screening process of the Governance and Nomination Committee to determine whether each of the director-nominees possesses the qualifications and none of the disqualifications for directorship, and whether each of the independent director-nominees meets the additional criteria or qualifications for an independent director.
NAME OF DIRECTOR/ INDEPENDENT DIRECTOR | VOTING REQUIREMENTThirteen (13) nominees receiving the highest number of votes from theholders of Common and Voting Preferred Shares shall be declared elected and three (3) of them who have been pre-qualified as independent directors will be declared elected as such.VOTES CASTStockholder 1Stockholder 2Stockholder 3Total Numberof Votes
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Mr. Bernido H. Liu | 17,353,398 | 16,867,426 | 293,743,294 | 327,964,118 |
Chief Justice Artemio V. Panganiban (Ret) | 17,353,398 | 16,321,116 | 291,274,761 | 324,949,275 |
Mr. Pedro E. Roxas | 17,353,398 | 14,312,127 | 290,899,835 | 322,565,360 |
Ms. Helen Y. Dee | 17,353,398 | 12,857,421 | 263,168,176 | 293,378,995 |
Mr. Emmanuel F. Dooc | 17,353,398 | 12,892,428 | 263,225,730 | 293,471,556 |
Atty. Ray C. Espinosa | 17,353,398 | 13,240,245 | 264,922,840 | 295,516,483 |
Mr. James L. Go | 17,353,398 | 12,857,421 | 263,167,574 | 293,378,393 |
Mr. Shigeki Hayashi | 17,353,398 | 13,237,209 | 264,732,828 | 295,323,435 |
Mr. Manuel V. Pangilinan | 17,353,398 | 17,440,451 | 290,426,532 | 325,220,381 |
Ms. Ma. Lourdes C. Rausa-Chan | 17,353,398 | 13,237,210 | 265,145,959 | 295,736,567 |
Ambassador Albert F. del Rosario | 17,353,398 | 14,625,349 | 264,726,656 | 296,705,403 |
Mr. Atsuhisa Shirai | 17,353,398 | 12,857,421 | 262,870,072 | 293,080,891 |
Ms. Marife B. Zamora | 17,353,398 | 13,237,209 | 263,916,337 | 294,506,944 |
Legend:
| Stockholder 1 | –Stockholders present in person without proxies previously filed but with voting instructions filed at the Annual Meeting |
Stockholder 2 –Stockholders present in person with proxies previously filed
Stockholder 3– Stockholders represented by proxies
Each person nominated for election as director/independent director received votes of more than a majority of the outstanding Common and Voting Preferred Shares. Since there are only thirteen (13) Board seats and thirteen (13) nominees, each was declared elected and three (3) of them, namely Mr. Bernido H. Liu, Former Chief Justice Artemio V. Panganiban and Mr. Pedro E. Roxas, who have been pre-qualified as independent directors were declared elected as such.
Attached are copies of the Certifications executed by Mr. Bernido H. Liu, Former Chief Justice Artemio V. Panganiban and Mr. Pedro E. Roxas in connection with their election as independent directors of the Company.
| (c) | There were no other proposals presented to, and voted upon by, the stockholders at the Annual Meeting. |
| 1.4 | Sycip Gorres Velayo & Company (SGV) performed agreed upon procedures for the Company’s tabulation, registration and reporting system following the Philippine Standards on Related Services 4400 Engagements on Agreed-Upon Procedures issued by the Auditing Standards and Practices Council. In addition, representatives from SGV were present at the Annual Meeting to observe the registration, determination of quorum and tabulation of votes. |
| 1.5 | Stockholders were given an opportunity to ask questions which the Chairman, President & CEO, or other key officers clarified or responded to. |
| 1.6 | Stockholders were also informed that pursuant to the authority vested in the Audit Committee under the Company’s By-Laws, the Audit Committee appointed Sycip Gorres Velayo & Co. as independent auditors to audit the financial statements of the Company for the year 2018, and such appointment was confirmed by the Board of Directors. |
2. | Organizational Meeting of the Board of Directors |
| 2.1 | The Organizational Meeting of the Board of Directors of the Company was held immediately after the adjournment of the Annual Meeting at Pasay AB Room, Makati Shangri-la, Ayala Avenue corner Makati Avenue, Makati City. |
| 2.2 | Twelve (12) or 92% of the thirteen (13) directors/independent directors elected during the Annual Meeting were present in the Organizational Meeting. Also present were the five (5) nominees for appointment as members of the Advisory Board/Committee. |
| 2.3 | The following actions were approved by the Board of Directors at the Organizational Meeting: |
| (a) | Election of the following officers to the positions indicated opposite their respective names: |
Name |
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Manuel V. Pangilinan | - | President and Chief Executive Officer |
Ernesto R. Alberto | - | Executive Vice President and Chief Revenue Officer |
Ray C. Espinosa | - | Chief Corporate Services Officer |
Anabelle L. Chua | - | Senior Vice President & Chief Financial Officer |
Maria Elizabeth S. Sichon | - | Senior Vice President & Chief People and Culture Officer |
Victorico P. Vargas | - | Business Transformation Office Head |
Ma. Lourdes C. Rausa-Chan | - | Senior Vice President, Corporate Secretary, General Counsel & Chief Governance Officer |
June Cheryl A. Cabal-Revilla | - | Senior Vice President & Controller |
Alejandro O. Caeg | - | Senior Vice President |
Jun R. Florencio | - | Senior Vice President |
Juan Victor I. Hernandez | - | Senior Vice President |
Menardo G. Jimenez, Jr. | - | Senior Vice President |
Oscar Enrico A. Reyes, Jr. | - | Senior Vice President |
Leo I. Posadas | - | First Vice President & Treasurer |
Florentino D. Mabasa, Jr. | - | First Vice President & Assistant Corporate Secretary |
Katrina L. Abelarde | - | First Vice President |
Marco Alejandro T. Borlongan | - | First Vice President |
- | First Vice President | |
Leah Camilla Besa-Jimenez | - | First Vice President |
Albert Mitchell L. Locsin | - | First Vice President |
Aileen D. Regio | - | First Vice President |
Martin T. Rio | - | First Vice President |
Ricardo M. Sison | - | First Vice President |
Emiliano R. Tanchico, Jr. | - | First Vice President |
Annette Yvette W. Tirol | - | First Vice President |
Victor Y. Tria | - | First Vice President |
Melissa V. Vergel de Dios | - | First Vice President |
Minerva M. Agas | - | Vice President |
Benedict Patrick V. Alcoseba | - | Vice President |
Ariel G. Aznar | - | Vice President |
Jerameel A. Azurin | - | Vice President |
Rafael M. Bejar | - | Vice President |
Jose Arnilo S. Castañeda | - | Vice President |
Gerardo Jose V. Castro | - | Vice President |
Marisa V. Conde | - | Vice President |
Gene S. De Guzman | - | Vice President |
Aniceto M. Franco III | - | Vice President |
Gil Samson D. Garcia | - | Vice President |
Joseph Ian G. Gendrano | - | Vice President |
Elisa B. Gesalta | - | Vice President |
John John R. Gonzales | - | Vice President |
Ma. Gillian Y. Gonzalez | - | Vice President |
Ma. Criselda B. Guhit | - | Vice President |
Emeraldo L. Hernandez | - | Vice President |
Silverio S. Ibay, Jr. | - | Vice President |
Gary F. Ignacio | - | Vice President |
Marven S. Jardiel | - | Vice President |
Princesita P. Katigbak | - | Vice President |
Alexander S. Kibanoff | - | Vice President |
Javier C. Lagdameo | - | Vice President |
Luis Ignacio A. Lopa | - | Vice President |
Czar Christopher S. Lopez | - | Vice President |
Paolo Jose C. Lopez | - | Vice President |
Maria Carmela F. Luque | - | Vice President |
Oliver Carlos G. Odulio | - | Vice President |
Carlo S. Ople | - | Vice President |
Harold Kim A. Orbase | - | Vice President |
Dale M. Ramos | - | Vice President |
Ricardo C. Rodriguez | - | Vice President |
Genaro C. Sanchez | - | Vice President |
Maria Cristina C. Semira | - | Vice President |
Ma. Merceditas T. Siapuatco | - | Vice President |
Arvin L. Siena | - | Vice President |
Carla Elena A. Tabuena | - | Vice President |
Patrick S. Tang | - | Vice President |
John Henri C. Yanez | - | Vice President |
Oscar S. Reyes |
Roberto R. Romulo |
Benny S. Santoso |
Orlando B. Vea |
Christopher H. Young |
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| (d) | Appointment of the Chairmen, Members and Advisors of the Audit Committee, Risk Committee, Governance and Nomination Committee, Executive Compensation Committee, and Technology Strategy Committee: |
Audit Committee |
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Pedro E. Roxas, Chairman/Independent Member |
Bernido H. Liu, Independent Member |
Artemio V. Panganiban, Independent Member |
Corazon S. de la Paz-Bernardo, Advisor (Audit Committee Financial Expert) |
James L. Go, Advisor |
Roberto R. Romulo, Advisor |
Atsuhisa Shirai, Advisor |
Risk Committee |
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Artemio V. Panganiban, Chairman/Independent Member |
Bernido H. Liu, Independent Member |
Pedro E. Roxas, Independent Member |
James L. Go, Member |
Atsuhisa Shirai, Member |
Governance and Nomination Committee |
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Manuel V. Pangilinan, Chairman |
Bernido H. Liu, Independent Member |
Artemio V. Panganiban, Independent Member |
Pedro E. Roxas, Independent Member |
Atsuhisa Shirai, Member |
Ma. Lourdes C. Rausa-Chan, Non-voting Member |
Maria Elizabeth S. Sichon, Non-voting Member |
Executive Compensation Committee |
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Manuel V. Pangilinan, Chairman |
Bernido H. Liu, Independent Member |
Artemio V. Panganiban, Independent Member |
Pedro E. Roxas, Independent Member |
Atsuhisa Shirai, Member |
Maria Elizabeth S. Sichon, Non-voting Member |
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Manuel V. Pangilinan, Chairman |
Emmanuel F. Dooc, Member |
Ray C. Espinosa, Member |
James L. Go, Member |
Albert F. del Rosario, Member |
Atsuhisa Shirai, Member |
Oscar S. Reyes, Non-voting Member |
Orlando B. Vea, Non-voting Member |
Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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PLDT Inc. | |
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By: | /s/ Ma. Lourdes C. Rausa-Chan
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Name: | MA. LOURDES C. RAUSA-CHAN |
Title: | Senior Vice President and Corporate Secretary |
CERTIFICATION OF INDEPENDENT DIRECTOR
I, ARTEMIO V. PANGANIBAN, Filipino, of legal age and a resident of Makati City, after having been duly sworn to in accordance with law do hereby declare that:
| 1. | I am an independent director of PLDT Inc. (“PLDT”), having been duly elected as such during its Annual Meeting of Stockholders held on June 13, 2018. |
| 2. | I have been PLDT’s independent director since 2013. |
| 3. | I am affiliated with the following companies or organizations: |
COMPANY/ORGANIZATION | POSITION/RELATIONSHIP | PERIOD OF SERVICE |
Pan Philippine Resources Corp. | Chairman | 1979 – present |
Peecee Realty, Inc. | Chairman | 1991 – present |
Arpan Investment and Management, Inc. | Chairman | 1976 – present |
GMA Network Inc. | Independent Director | 2007 – present |
First Philippine Holdings Corp. | Independent Director | 2007 – present |
Metro Pacific Investments Corp. | Independent Director | 2007 – present |
Robinsons Land Corp. | Independent Director | 2008 – present |
Manila Electric Company | Independent Director | 2008 – present |
Tollways Management Corp. | Independent Director | 2008 – present |
GMA Holdings, Inc. | Independent Director | 2009 – present |
Petron Corporation | Independent Director | 2010 – present |
Asian Terminals Inc. | Independent Director | 2010 – present |
Metro Pacific Tollways Corp. | Independent Director | 2010 – present |
Jollibee Foods Corp. | Director | 2012 – present |
TeaM Energy Corp. | Director | 2015 – present |
Asian Hospital, Inc. | Independent Director | 2016 – present |
Metropolitan Bank & Trust Co. | Senior Adviser | 2007 – present |
Double Dragon Properties Corporation | Adviser | 2014 – present |
Bank of the Philippine Islands | Member, Advisory Council | 2016 – present |
For my full bio-data, log on to my personal website: cjpanganiban.com
| 4. | I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and the Company’s By-Laws and Manual on Corporate Governance. |
| 5. | To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code) to any director/officer/substantial shareholder of PLDT and its subsidiaries and affiliates. |
| 6. | To the best of my knowledge, I am not the subject of any criminal/administrative investigation or proceeding pending in court. |
| 7. | To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation. |
| 8. | I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and PLDT’s By-Laws and Manual on Corporate Governance. |
| 9. | I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence. |
Done, this 13th day of June 2018, at Makati City.
/s/Artemio V. Panganiban
ARTEMIO V. PANGANIBAN
SUBSCRIBED AND SWORN to before me this 13th day of June 2018 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. EC2160733 expiring on 21 September 2019.
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| NOTARY PUBLIC
/s/Maria Yvette B. Caringal-De Castro |
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| MARIA YVETTE B. CARINGAL-DE CASTRO |
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| Notary Public for the City of Makati |
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| Until December 31, 2018 |
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| Notarial Appointment No. M-60 |
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| Attorneys No. 62192 |
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| PTR O.R. NO. 5917869-01/09/17 Makati City |
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| 9/F MGO BLDG. LEGAZPI ST. |
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| LEGAZPI VILL. MAKATI CITY, MM |
Doc No. 402; |
Page No. 82; |
Book No. I; |
Series of 2018. |
CERTIFICATION OF INDEPENDENT DIRECTOR
I, BERNIDO H. LIU, Filipino, of legal age and with office address at GABC 1155, 1155 North EDSA, Balintawak, Quezon City, after having been duly sworn to in accordance with law do hereby declare that:
| 1. | I am an independent director of PLDT Inc. (“PLDT”), having been duly elected as such during its Annual Meeting of Stockholders held on June 13, 2018. |
| 2. | I have been PLDT’s independent director since 2015. |
| 3. | I am affiliated with the following companies or organizations: |
COMPANY/ORGANIZATION | POSITION/RELATIONSHIP | PERIOD OF SERVICE |
Matimco Incorporated | Chairman / Director | 2003 – present |
Basic Graphics Inc. | Chairman / Director | 2005 – present |
LH Paragon Inc. | Chairman & President | 2006 – present |
Golden ABC, Inc. | President & CEO | 2006 – present |
Oakridge Realty Development Corporation | Chairman | 2006 – present |
Red Logo Lifestyle, Inc. | Chairman | 2007 – present |
Essentia Medical Group, Inc. | Chairman | 2014 – present |
Greentree Food Solutions, Inc. | Chairman | 2016 – present |
GABC Int’l. Pte. Ltd. (SG) | Director | 2016 – present |
GABC Singapore Retail Pte. Ltd. (SG) | Director | 2016 – present |
Children’s Hour Philippines | Trustee | 2004 – present |
Philippine Retailers Association | Trustee | 2007 – present |
Habitat for Humanity | Member, Visayas Advisory Council | 2014 – present |
Mga Likha ni Inay, Inc. (member of CARD MRI) | Director | 2015 – present |
| 4. | I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and PLDT’s By-Laws and Manual on Corporate Governance. |
| 5. | To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code) to any director/officer/substantial shareholder of PLDT and its subsidiaries and affiliates. |
| 6. | To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding. |
| 7. | To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation. |
| 8. | I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and PLDT’s By-Laws and Manual on Corporate Governance. |
| 9. | I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence. |
Done, this 13th day of June 2018, at Makati City.
/s/Bernido H. Liu
BERNIDO H. LIU
SUBSCRIBED AND SWORN to before me this 13th day of June 2018 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. EC8085782 expiring on 19 June 2021.
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| NOTARY PUBLIC
/s/Maria Yvette B. Caringal-De Castro |
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| MARIA YVETTE B. CARINGAL-DE CASTRO |
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| Notary Public for the City of Makati |
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| Until December 31, 2018 |
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| Appointment No. M-60 |
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| Roll of Attorneys No. 62192 |
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| PTR O.R. NO. 5917869-01/09/17 Makati City |
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| 9/F MGO BLDG. LEGAZPI ST. |
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| LEGAZPI VILL. MAKATI CITY, MM |
Doc No. 401; |
Page No. 82; |
Book No. I; |
Series of 2018. |
CERTIFICATION OF INDEPENDENT DIRECTOR
I, PEDRO E. ROXAS, Filipino, of legal age and a resident of Makati City, after having been duly sworn to in accordance with law do hereby declare that:
| 1. | I am an independent director of PLDT Inc. (“PLDT”), having been duly elected as such during its Annual Meeting of Stockholders held on June 13, 2018. |
| 2. | I have been PLDT’s independent director since 2003. |
| 3. | I am affiliated with the following companies or organizations: |
COMPANY/ORGANIZATION | POSITION/RELATIONSHIP | PERIOD OF SERVICE |
Roxas Holdings, Inc. | Chairman | 1995 – present |
Club Punta Fuego, Inc. | Chairman | 1997 – present |
Brightnote Assets Corp. | Director | 1999 – present |
BDO Private Bank | Independent Director | 2001 – present |
Roxas & Company, Inc. | Chairman | 2009 – present |
Manila Electric Company | Independent Director | 2010 – present |
Hawaiian-Phil. Co. | Chairman | 2013 – present |
Cemex Holdings Phil. Inc. | Independent Director | 2016 – present |
Fundacion Santiago | Trustee/President | 1993 – present |
Philippine Sugar Millers Association | President | 1995 - 1997 2005 – present |
Phil. Business for Social Progress | Trustee | 2001 – present |
Roxas Foundation Inc. | Trustee | 2016 – present |
Mapfre Insular Insurance Corporation | Independent Director | April 2018 - present |
| 4. | I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and PLDT’s By-Laws and Manual on Corporate Governance. |
| 5. | To the best of my knowledge, I am not related (other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code) to any director/officer/substantial shareholder of PLDT and its subsidiaries and affiliates. |
| 6. | I am not the subject of any criminal/administrative investigation or proceeding pending in court. |
| 7. | To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation. |
| 8. | I shall faithfully and diligently comply with my duties and responsibilities as independent director under the Securities Regulation Code and its Implementing Rules and Regulations, and PLDT’s By-Laws and Manual on Corporate Governance. |
| 9. | I shall inform the Corporate Secretary of PLDT of any changes in the abovementioned information within five days from its occurrence. |
Done, this 13th day of June 2018, at Makati City.
/s/Pedro E. Roxas
PEDRO E. ROXAS
SUBSCRIBED AND SWORN to before me this 13th day of June 2018 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. EC2368933 expiring on 19 October 2019.
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| NOTARY PUBLIC
/s/Maria Yvette B. Caringal-De Castro |
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| MARIA YVETTE B. CARINGAL-DE CASTRO |
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| Notary Public for the City of Makati |
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| Until December 31, 2018 |
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|
| Appointment No. M-60 |
|
|
| Roll of Attorneys No. 62192 |
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| PTR O.R. NO. 5917869-01/09/17 Makati City |
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| 9/F MGO BLDG. LEGAZPI ST. |
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| LEGAZPI VILL. MAKATI CITY, MM |
Doc No. 403; |
Page No. 82; |
Book No. I; |
Series of 2018. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| PLDT Inc.
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By | : | /s/ Ma. Lourdes C. Rausa-Chan |
Name | : | Ma. Lourdes C. Rausa-Chan |
Title | : | Senior Vice President and Corporate Secretary |
Date: June 13, 2018