Exhibit 99.2
EXHIBITS
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99.2 | Regular Meeting
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| 1.Cash dividend declaration on the Company’s Voting Preferred Stock
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| 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, 2021 contained in the Company’s 2021 Annual Report |
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| 2.Election of directors of the Company |
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| Organizational Meeting
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| 1.Appointment of Chairman of the Board of Directors
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| 2.Appointment of Lead Independent Director |
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| 3.Appointment of members of the Advisory Board/Committee |
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| 4.Appointment of Chairmen and Members of the Audit Committee, Risk Committee, Governance, Nomination and Sustainability Committee, Executive Compensation Committee, Technology Strategy Committee and Data Privacy and Information Security Committee of the Board of Directors
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| 5.Election of officers of the Company |
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June 14, 2022
Philippine Stock Exchange
6/F Philippine Stock Exchange Tower
28th Street corner 5th Avenue
Bonifacio Global City, Taguig City
Attention: Ms. Alexandra D. Tom Wong
OIC-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/Marilyn A. Victorio-Aquino
Marilyn A. Victorio-Aquino
Corporate Secretary
June 14, 2022
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/Marilyn A. Victorio-Aquino
Marilyn A. Victorio-Aquino
Corporate Secretary
COVER SHEET
SEC Registration Number | ||||||||||||
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Company Name
P | L | D | T |
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Principal Office (No./Street/Barangay/City/Town/Province)
R | A | M | O | N |
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M | A | K | A | T | I |
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M | A | K | A | T | I |
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Form Type |
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| Department requiring the report |
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| Secondary License Type, If Applicable | |||||||||||||||||||||
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| 17 | - | C |
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| M | S | R | D |
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COMPANY INFORMATION
| Company’s Email Address |
| Company’s Telephone Number/s |
| Mobile Number |
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| No. of Stockholders |
| Annual Meeting |
| Fiscal Year |
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| 11,495 As of April 30, 2022 |
| 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 |
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| Telephone Number/s |
| Mobile Number |
Marilyn A. Victorio-Aquino |
| mvaquino@pldt.com.ph |
| 82500254 |
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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 14, 2022 | |
| 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) 8250-0254 |
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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 actions approved in the said meetings.
1. | Annual Meeting of Stockholders |
| 1.1. | The Annual Meeting was held on June 14, 2022 at 3:00 p.m. in virtual format in light of the COVID-19 pandemic and quarantine restrictions, and to ensure the safety and welfare of the Company’s stockholders. The Notice and Agenda of the Annual Meeting was published in Philippine Star and Philippine Daily Inquirer (in printed and online format) on May 23, 2022 and May 24, 2022. The said Notice and Agenda together with the Information Statement, Proxy Form, 2021 Management Report/Annual Report, Annual Report for the year ended December 31, 2021 in SEC Form 17-A and Quarterly Report for the first quarter of 2022 in SEC Form 17-Q are posted on PSE EDGE and on the Company’s website at https://edge.pse.com.ph and https://main.pldt.com/investor-relations/shareholder-information/latest-shareholders'-news, respectively. |
| (a) | As at the Record Date, April 15, 2022 (the "Record Date"), the total outstanding shares of PLDT entitling the holders thereof to attend and vote at the Annual Meeting was 366,055,775, broken down as follows: |
Class Of Shares | Number of Shares |
Common | 216,055,775 |
Voting Preferred | 150,000,000 |
Total | 366,055,775 |
| (b) | The total Common and Voting Preferred Shares (the “Voting Shares”) owned or held by the stockholders present or represented by proxy at the Annual Meeting was 307,579,150 representing 84.03% of the total outstanding Voting Shares of PLDT as at the Record Date, broken down as follows: |
Class of SharesNumber of Shares% to Total Outstanding SharesPresentProxyPresent/ProxyCommon3,300157,575,850157,579,15043.05Voting Preferred-150,000,000150,000,00040.98 Total3,300307,575,850307,579,15084.03
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Therefore, there was a quorum for the valid transaction of business at the Annual Meeting.
| (c) | All of the thirteen (13) directors, the Chairman of the Board, the Chairmen of the Audit, Risk, Governance, Nomination and Sustainability, Executive Compensation, Technology Strategy, and Data Privacy and Information Security Committees, the President and Chief Executive Officer and other key officers of the Company were present in the Annual Meeting. Representatives from the Company’s independent auditors, Sycip Gorres Velayo & Co. (“SGV”) 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 and/or online voting in absentia. |
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| 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, 2021 contained in the Company’s 2021 Annual Report. |
CLASS OF SHARES | VOTING REQUIREMENT | ||
Majority of Total Outstanding Common and Voting Preferred Shares | |||
VOTES CAST | |||
COMMON | FOR | AGAINST | ABSTAIN |
Stockholders who participated in the Annual Meeting and voted online | 311 | - | 1 |
Stockholders represented by proxies | 157,190,281 | 223,981 | 161,588 |
Sub-Total | 157,190,592 | 223,981 | 161,589 |
VOTING PREFERRED |
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Stockholders represented by proxies | 150,000,000 | - | - |
Sub-Total | 150,000,000 | - | - |
Grand Total | 307,190,592 | 223,981 | 161,589 |
With more than two-thirds (2/3) of the outstanding Voting Shares voted in favor of the approval of the audited financial statements of the Company for the fiscal year ended December 31, 2021 contained in the Company’s 2021 Annual Report, the said financial statements were approved.
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| (b) | Election of thirteen (13) directors including three (3) independent directors for the ensuing year, whose background information are contained in the Information Statement. |
The Chairman explained the review or screening process of the Governance, Nomination and Sustainability Committee (“GNSC”) 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, as well as the diversity aspects considered by the GNSC pursuant to the Company’s Board Diversity Policy.
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NAME OF DIRECTOR/INDEPENDENT DIRECTOR | VOTING REQUIREMENTS Thirteen (13) nominees receiving the highest number of votes from the elected and three (3) of them who have been pre-qualified as independent directors shall be declared elected as such. |
| VOTES CAST |
| Stockholder 1 | Stockholder 2 | Total Number of Votes |
Mr. Bernido H. Liu (Independent Director) |
312 |
293,847,869 |
293,848,181 |
Chief Justice Artemio V. Panganiban (Ret.) (Independent Director) |
312 | 290,054,136 |
290,054,448 |
Ms. Bernadine T. Siy |
312 |
291,447,190 |
291,447,502 |
Mr. Manuel L. Argel, Jr. | 312 | 290,875,745 | 290,876,057 |
Ms. Helen Y. Dee | 312 | 290,755,294 | 290,755,606 |
Atty. Ray C. Espinosa | 312 | 289,638,921 | 289,639,233 |
Mr. James L. Go | 312 | 289,466,699 | 289,467,011 |
Mr. Kazuyuki Kozu | 312 | 290,691,053 | 290,691,365 |
Mr. Manuel V. Pangilinan | 312 | 291,078,172 | 291,078,484 |
Mr. Alfredo S. Panlilio | 312 | 350,390,536 | 350,390,848 |
Amb. Albert F. Del Rosario |
| 292,263,578 | 292,263,890 |
Mr. Naoki Wakai | 312 | 290,873,982 | 290,874,294 |
Ms. Marife B. Zamora | 312 | 290,877,249 | 290,877,561 |
Legend : | |||
Stockholder 1 - Stockholders who participated in the Annual Meeting and voted online | |||
Stockholder 2 - Stockholders represented by proxies | |||
Each director/independent director-nominee received the votes of more than a majority of the outstanding Voting Shares. Since there are only thirteen (13) Board seats and thirteen (13) nominees, each director-nominee was declared elected and three (3) of them, namely Mr. Bernido H. Liu, Ret. Chief Justice Artermio V. Panganiban and Ms. Bernadine T. Siy, who have been pre-qualified as independent directors, were declared elected as such.
Attached are copies of the Certification executed by Mr. Bernido H. Liu, Ret. Chief Justice Artemio V. Panganiban and Ms. Bernadine T. Siy in connection with their election as independent directors of the Company. | |||
1.4SGV performed agreed upon procedures for the Company’s registration, tabulation and reporting modules, encoding and processing of proxies, encoding and processing of online registration and online voting, and system reports generated by the Stockholder Management System in accordance with the Philippine Standards on Related Services 4400, Engagements and Agreed-Upon Procedures Regarding Financial Information issued by the Auditing Standards and Practices Council. Representatives from SGV were present at the Annual Meeting to check the accuracy and completeness of quorum and reports generated by the systems.
1.5Stockholders were given an opportunity to ask questions via email to pldtshareholderservices@pldt.com.ph. The questions received were addressed or responded to after the Election of Directors and prior to Other Business in the Agenda by the President & CEO and other key officers of the Company.
1.6 Stockholders were also informed of the following: (a) pursuant to the authority vested in the Audit Committee under the Company’s by-Laws, the Audit Committee appointed SGV as independent auditors to audit the financial statements of the Company for the year ended December 31, 2022, and such appointment was confirmed by the Board of Directors; and (b) the Minutes of the Annual Meeting of Stockholders held on June 8, 2021 and 2021 Definitive Information Statement have been posted on the Company’s website and can be accessed at https://main.pldt.com/investor-relations/shareholder-information/latest-shareholders'-news, and the Minutes of the Annual Meeting held today, June 14, 2022, will also be posted on the said website.
. 2. Organizational Meeting
2.1The Organizational Meeting was held immediately after the adjournment of the Annual Meeting.
(a)All of the thirteen (13) directors/independent directors elected during the Annual Meeting were present in person in the Organizational Meeting except Directors Manuel L. Argel, Jr. and James L. Go who joined the meeting via MS Teams. A nominee for appointment as member of the Advisory Board/Committee was also present in person while two other nominees joined the meeting via MS Teams.
2.2The following actions were approved by the Board of Directors at the Organizational Meeting:
(a) Appointment of Mr. Manuel V. Pangilinan as Chairman of the Board of Directors
(b)Appointment of Ret. Chief Justice Artemio V. Panganiban as Lead Independent Director
(c)Appointment of the members of the Advisory Board/Committee: Mr. Benny S. SantosoMr. Orlando B. VeaMr. Christopher H. Young
(d)Appointment of the Chairmen, Members and Advisors of the six (6) Board Committees, as follows: Audit CommitteeMs. Bernadine T. Siy, Chairman/Independent MemberMr. Bernido H. Liu, Independent MemberRet. Chief Justice Artemio V. Panganiban, Independent MemberMs. Corazon S. de la Paz-Bernardo, Advisor (Audit Committee Financial Expert)Mr. James L. Go, AdvisorMr. Kazuyuki Kozu, AdvisorRisk CommitteeRet. Chief Justice Artemio V. Panganiban, Chairman/Independent MemberMr. Bernido H. Liu, Independent MemberMs. Bernadine T. Siy, Independent MemberMr. James L. Go, MemberMr. Kazuyuki Kozu, MemberMs. Anabelle L. Chua, Non-voting MemberGovernance, Nomination and Sustainability CommitteeMr. Manuel V. Pangilinan, ChairmanMr. Bernido H. Liu, Independent MemberRet. Chief Justice Artemio V. Panganiban, Independent MemberMs. Bernadine T. Siy, Independent MemberMr. Kazuyuki Kozu, MemberMs. Gina Marina P. Ordoñez, Non-voting MemberMs. Melissa V. Vergel de Dios, Non-voting MemberMr. Alfredo S. Panlilio, Advisor Executive Compensation CommitteeMr. Manuel V. Pangilinan, ChairmanMr. Bernido H. Liu, Independent MemberRet. Chief Justice Artemio V. Panganiban, Independent MemberMs. Bernadine T. Siy, Independent MemberMr. Kazuyuki Kozu, MemberMs. Gina Marina P. Ordoñez, Non-voting MemberTechnology Strategy CommitteeMr. Manuel V. Pangilinan, ChairmanAmb. Albert F. Del Rosario, MemberAtty. Ray C. Espinosa, MemberMr. James L. Go, MemberMr. Kazuyuki Kozu, MemberMr. Alfredo S. Panlilio, MemberMr. Orlando B. Vea, Non-voting Member Data Privacy and Information Security Committee
Mr. Manuel V. Pangilinan, Chairman Atty. Ray C. Espinosa, Member Mr. Kazuyuki Kozu, Member Mr. Bernido H. Liu, Independent Member Mr. Alfredo S. Panlilio, Advisor
(e)Election of the following officers to the positions indicated opposite their respective names:
Name Position
Alfredo S. Panlilio-President and Chief Executive Officer Anabelle L. Chua-Senior Vice President, Chief Financial Officer and Chief Risk Management Officer Victorico P. Vargas-Leadership Transition Officer Marilyn A. Victorio-Aquino-Senior Vice President, Chief Legal Counsel and Corporate Secretary Gina Marina P. Ordoñez-Senior Vice President and Chief People Officer Mary Rose L. Dela Paz-Senior Vice President and Chief Procurement Officer Mario G. Tamayo-Senior Vice President and Network Head Alejandro O. Caeg-Senior Vice President Menardo G. Jimenez, Jr.-Senior Vice President Jeremiah M. de la Cruz-Senior Vice President Leo I. Posadas-First Vice President and Treasurer Melissa V. Vergel De Dios-First Vice President and Chief Sustainability Officer Gil Samson D. Garcia-First Vice President and Officer-in-Charge of Financial Reporting and Controllership Joseph Ian G. Gendrano-First Vice President Katrina L. Abelarde-First Vice President Benedict Patrick V. Alcoseba-First Vice President Maria Carina J. Amparo- First Vice President Marco Alejandro T. Borlongan -First Vice President Mary Julie C. Carceller-First Vice President Bernard H. Castro-First Vice President Joseph Michael Vincent G. Co-First Vice President Joan A. De Venecia-Fabul-First Vice President Victor Emmanuel S. Genuino II-First Vice President John John R. Gonzales-First Vice President Ma. Criselda B. Guhit-First Vice President Leah Camilla R. Besa-Jimenez-First Vice President Princesita P. Katigbak-First Vice President Gary Manuel Y. Kho-First Vice President Albert Mitchell L. Locsin-First Vice President Dale M. Ramos-First Vice President Angel T. Redoble-First Vice President Aileen D. Regio-First Vice President Luis S. Reñon-First Vice President Jeanine R. Rubin-First Vice President Bernadette C. Salinas-First Vice President Roderick S. Santiago-First Vice President Patrick S. Tang-First Vice President Victor Y. Tria-First Vice President Jude Michael H. Turcuato-First Vice President John Henri C. Yanez-First Vice President Catherine L. Yap-Yang-First Vice President Ma. Magdalene A. Tan-Vice President and Officer-in-Charge of Corporate Governance Abner Tito L. Alberto-Vice President and Assistant Corporate Secretary Minerva M. Agas-Vice President Cecille M. Alzona-Vice President Roy Victor E. Anoñuevo-Vice President Tito Rodolfo B. Aquino, Jr.-Vice President Mitchie M. Arcaina-Vice President Maria Cecilia A. Arevalo - Vice President Jerameel A. Azurin-Vice President Francis A. Bautista-Vice President Rafael M. Bejar-Vice President Dianne M. Blanco-Vice President Wilson S. Bobier-Vice President Luis Gregorio D. Casas-Vice President Benjamin Jose C. Causon, Jr.-Vice President Melvin Jeffrey C. Chan-Vice President Ma. Monica M. Consing-Vice President Branden B. Dean-Vice President Ramil C. Enriquez-Vice President Aniceto M. Franco III-Vice President Leonard A. Gonzales-Vice President Gene S. De Guzman-Vice President Silverio S. Ibay, Jr.-Vice President Gary F. Ignacio-Vice President Marven S. Jardiel-Vice President Rai Antonio A. De Jesus-Vice President Alexander S. Kibanoff-Vice President Javier C. Lagdameo- Vice President Ser John S. Layug-Vice President John Henry S. Lebumfacil-Vice President Armando Dodjie T. Lim-Vice President Czar Christopher S. Lopez-Vice President Paolo Jose C. Lopez-Vice President Ma. Carmela F. Luque-Vice President Mark David P. Martinez-Vice President Loreevie Gail O. Mercado-Vice President Evert Chris R. Miranda-Vice President Oliver Carlos G. Odulio-Vice President Audrey Lyn S. Oliva-Vice President Charles Louis L. Orcena-Vice President Serviliano L. Padiz, Jr.-Vice President Raymond A. Racho-Vice President Anna Karina V. Rodriguez-Vice President Marielle M. Rubio-Vice President Genaro C. Sanchez-Vice President Maria Christina C. Semira-Vice President Arvin L. Siena-Vice President Carla Elena A. Tabuena-Vice President Jecyn Aimee C. Teng-Vice President Milan M. Topacio-Vice President Ma. Delia V. Villarino-Vice President Radames Vittorio B. Zalameda-Vice President
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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/ Marilyn A. Victorio-Aquino
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Name: | Marilyn A. Victorio-Aquino |
Title: | Corporate Secretary |
June 14, 2022
CERTIFICATION OF INDEPENDENT DIRECTOR
I, BERNADINE T. SIY, 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 PLDT’s Annual Meeting of Stockholders held on June 14, 2022. |
| 2. | I have been PLDT’s independent director since 2021. |
| 3. | I am affiliated with the following companies or organizations as of June 10, 2022: |
COMPANY/ORGANIZATION | POSITION/ RELATIONSHIP | PERIOD OF SERVICE |
Cebu Air, Inc. | Independent Director | Feb. 2021 – present |
Anvaya Cove Golf and Country Club, Inc. | Independent Director | Sept. 2021 - present |
Ateneo de Manila University | Chairperson/ Trustee | Feb. 2020 – present May 2014 - present |
B289 Properties Inc. | Director/President | Mar. 2016 – present |
Ruby Jacks Manila, Inc. | Director | Feb. 2015– present |
Epicurean Partners Exchange Inc. | Director | Nov. 2008 – present (still a Directors but no longer Chairman as of April 29, 2022) |
Futureheads Industries, Inc. | Director | Aug. 2008 – present |
Space Modern Incorporated | Director | July 2006 – present |
Vast and Silver Corporation | Director | July 2006 – present |
BWF Holdings, Inc. | Director | Aug. 2004 – present |
Core Lifestyle Clothing, Inc. | Director | Jan. 2003 – present |
Coffee Concepts Corporation | Director | Jan. 2002 – present |
Ramona Holdings Corporation | Director/President | July 2000 – present |
Coffee Masters, Inc. | Director | 2000 – present |
Lauderdale Corporation | Director | Oct. 1997 – present |
Authentic American Apparel, Inc. | Director | Nov. 1995 – present |
Interworld Properties Corporation | Director/President | Sept. 1995 – present |
Glenfield Properties, Inc. | Director/President | Mar. 1995 – present |
Roasters Phils., Inc. | Director | Aug. 1994 – present |
COMPANY/ORGANIZATION | POSITION/ RELATIONSHIP | PERIOD OF SERVICE |
Master Holdings Corporation | Director | July 1994 – present |
Twin Rivers Holdings, Inc. | Director | July 1994 – present |
Goldlink Holdings, Inc. | Director | June 1994 – present |
Richfield, Inc. | Director | Sept. 1993 – present |
Fil-Pacific Apparel Corporation | Director | 1987 – present |
Salomon Realty Corporation | Director | Sept. 1988 – present |
Foundation for Economic Freedom | Trustee Fellow | July 2020 – present June 2011 - present |
South Beach Holdings, Inc. | Director | May 2008 - 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 22 of the Revised Corporation Code, 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 pending criminal or 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 14th day of June 2022, at Makati City.
/s/Bernadine T. Siy
BERNADINE T. SIY
SUBSCRIBED AND SWORN to before me this 14th day of June 2022 at Makati City, affiant personally appeared before me and exhibited to me her Philippine Passport No. P0388884B expiring on 26 January 2028.
Doc No. 203; |
Page No. 42; |
Book No. VI; |
Series of 2022. |
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| NOTARY PUBLIC
/s/Mark David P. Martinez |
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| MARK DAVID P. MARTINEZ |
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| Notary Public for the City of Makati |
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| Until December 31, 2021 |
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| Notarial Commission Valid Until June 30, 2022 Per SC Resolution Re: B.M. 3795 dated September 28, 2021 |
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| Appointment No. M-100 Roll of Attorneys No. 54534 IBP O.R. No. 179531 – 01/25/2022 |
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| PTR No. 8858536-01/06/2022- Makati City |
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| 9/F MGO Bldg. Legazpi St., Legazpi Vill., Makati City, MM |
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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 PLDT’s Annual Meeting of Stockholders held on June 14, 2022. |
| 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 | 1976 – present |
Arpan Investment and Management, Inc. | Chairman | 1976 – present |
GMA Network Inc. | Independent Director | 2007 – present |
Metro Pacific Investments Corp. | Independent Director | 2007 – present |
Manila Electric Company | 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 |
JG Summit Holdings, Inc. | Independent Director | 2021 – present |
RL Commercial REIT, Inc. | Independent Director | 2021 – present |
Jollibee Foods Corp. | Non-Executive Director | 2012 – present |
TeaM Energy Corporation | Independent Director | 2015 – present |
Asian Hospital, Inc. | Independent Director | 2017 – 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 |
MerryMart Consumer Corp. | Adviser | 2020 – 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 22 of the Revised Corporation Code, 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 or 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 14th day of June 2022, at Makati City.
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/s/Artemio V. Panganiban
ARTEMIO V. PANGANIBAN
SUBSCRIBED AND SWORN to before me this 14th day of June 2022 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. P0388884B expiring on 23 January 2029.
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| NOTARY PUBLIC
/s/Mark David P. Martinez |
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| MARK DAVID P. MARTINEZ |
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| Notary Public for the City of Makati |
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| Until December 31, 2021 |
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| Notarial Commission Valid Until June 30, 2022 Per SC Resolution Re: B.M. 3795 dated September 28, 2021 |
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| Appointment No. M-100 Roll of Attorneys No. 54534 IBP O.R. No. 179531 – 01/25/2022 |
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| PTR No. 8858536-01/06/2022- Makati City |
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| 9/F MGO Bldg. Legazpi St., Legazpi Vill., Makati City, MM |
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Doc No. 202; |
Page No. 42; |
Book No. VI; |
Series of 2022. |
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 PLDT’s Annual Meeting of Stockholders held on June 14, 2022. |
| 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 | 2003 – 2022 |
Basic Graphics Inc. | Chairman | 2005 – 2022 |
LH Paragon Inc. | Chairman | 2006 – 2022 |
GOLDEN ABC, Inc. | Chairman President | 2008 – 2022 2008 - 2022 |
Oakridge Realty Development Corporation | Chairman | 2006 – 2022 |
Red Logo Lifestyle, Inc. *Ceased operations on July 31, 2020 | Chairman | 2007 – 2022 |
Essentia Medical Group, Inc. *No business operations since December 1, 2020 | Chairman | 2014 – 2022 |
Greentree Food Solutions, Inc. | Chairman | 2016 – 2022 |
Digital Retailing Innovations, Inc.
* Formerly Store Masters International Incorporated | Chairman President | 2011 – 2022 2011 – 2022
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GABC Int’l. Pte. Ltd. (SG) | Director | 2016 – 2022 |
GABC Singapore Retail Pte. Ltd. (SG) | Director | 2016 – 2022 |
Mga Likha ni Inay, Inc. (member of CARD MRI) | Director | 2015 – 2022 |
| 4. | I possess all the qualifications and none of the disqualifications to serve as an independent director of PLDT, as provided for in Section 22 of the Revised Corporation Code, 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 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 14th day of June 2022, at Makati City.
/s/Bernido H. Liu
BERNIDO H. LIU
SUBSCRIBED AND SWORN to before me this 8th day of June 2021 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. EC8085782 expiring on 26 October 2030.
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| NOTARY PUBLIC
/s/Mark David P. Martinez |
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| MARK DAVID P. MARTINEZ |
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| Notary Public for the City of Makati |
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| Until December 31, 2021 |
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| Notarial Commission Valid Until June 30, 2022 Per SC Resolution Re: B.M. 3795 dated September 28, 2021 |
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| Appointment No. M-100 Roll of Attorneys No. 54534 IBP O.R. No. 179531 – 01/25/2022 |
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| PTR No. 8858536-01/06/2022- Makati City |
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| 9/F MGO Bldg. Legazpi St., Legazpi Vill., Makati City, MM |
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Doc No. 204; |
Page No. 42; |
Book No. VI; |
Series of 2022. |
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/ Marilyn A. Vicrorio-Aquino |
Name | : | Marilyn A. Victorio-Aquino |
Title | : | Corporate Secretary |
Date: June 14, 2022