SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

 

 

For the month of June 2024

 

 

Commission File Number 1-03006

 

 

PLDT Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Ramon Cojuangco Building

Makati Avenue

Makati City

Philippines

(Address of principal executive offices)

 

 

(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)

 

Form 20-F Form 40-F

 

 

(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes No

 

 

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ )

 


 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2023. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.

 


 

 

 

EXHIBITS

 

 

Exhibit Number

 

Page

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copy of the disclosure letter that PLDT Inc. (the “Company”) filed on June 11, 2024 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in connection with the results of the Annual Meeting of Stockholders and the Organizational Meeting of the Company held on June 11, 2024.

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 


Signatures

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused this report to be signed on its behalf by the undersigned.

 

 

 

PLDT Inc.

 

 

 

By : /s/Mark David P. Martinez

Name : Mark David P. Martinez

Title : Assistant Corporate Secretary

Date : June 11, 2024

 

 

 

 

 

 


 

 

 

 

EXHIBITS

 

 

Exhibit Number

 

Page

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copy of the disclosure letter that PLDT Inc. (the “Company”) filed on June 11, 2024 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in connection with the results of the Annual Meeting of Stockholders and the Organizational Meeting of the Company held on June 11, 2024.

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

June 11, 2024

 

The Philippine Stock Exchange, Inc.

6/F Philippine Stock Exchange Tower

28th Street corner 5th Avenue

Bonifacio Global City, Taguig City

 

Attention: Ms. Alexandra D. Tom Wong

Officer-In-Charge, Disclosure Department

 

Securities & Exchange Commission

7907 Makati Avenue, Salcedo Village,

Barangay Bel-Air, Makati City

 

Attention: Mr. Vicente Graciano P. Felizmenio, Jr.

Director – Markets and Securities Regulation Department

 

Gentlemen:

 

In compliance with Section 17.1 (b) of the Securities Regulation Code (“SRC”) and SRC Rule 17.1.1.1.3 (b) 2, we submit herewith a copy of SEC Form 17-C with respect to actions approved in the Annual Meeting of Stockholders and the Organizational Meeting of the Board of Directors of PLDT Inc. on June 11, 2024.

 

This submission shall also serve as our compliance with the PSE Revised Disclosure Rules.

 

Very truly yours,

 

 

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

PLDT Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


COVER SHEET

 

SEC Registration Number

P

W

-

5

5

 

 

 

 

 

 

Company Name

P

L

D

T

 

I

N

C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal Office (No./Street/Barangay/City/Town/Province)

R

A

M

O

N

 

C

O

J

U

A

N

G

C

O

 

B

U

I

L

D

I

N

G

 

 

 

 

 

 

 

M

A

K

A

T

I

 

A

V

E

N

U

E

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M

A

K

A

T

I

 

C

I

T

Y

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form Type

 

 

 

Department requiring the report

 

 

 

Secondary License Type, If Applicable

 

 

1

7

-

C

 

 

 

 

 

 

 

M

S

R

D

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPANY INFORMATION

 

Company’s Email Address

 

Company’s Telephone Number/s

 

Mobile Number

 

 

 

 

 

 

 

 

 

 

No. of Stockholders

 

Annual Meeting
Month/Day

 

Fiscal Year
Month/Day

 

 

11,382

As of May 31, 2024

 

Every 2nd Tuesday of June

 

December 31

 

 

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

Marilyn A. Victorio-Aquino

 

mvaquino@pldt.com.ph

 

82500254

 

 

 

 

 


Contact Person’s Address

9/F 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.

 

 

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.1

 

 

 

1.
June 11, 2024

Date of Report (Date of earliest event reported)

 

2.
SEC Identification Number PW-55

 

3.
BIR Tax Identification No. 000-488-793

 

4.
PLDT Inc.

Exact name of issuer as specified in its charter

 

5. PHILIPPINES 6.____________ (SEC Use Only)

Province, country or other jurisdiction Industry Classification Code

of Incorporation

 

7. Ramon Cojuangco Building, Makati Avenue, Makati City 1200

Address of principal office Postal Code

 

8. (632) 8250-0254

Issuer's telephone number, including area code

 

9. Not Applicable

Former name or former address, if changed since last report

 

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

________________________________________________________________

________________________________________________________________

________________________________________________________________

 

 

 


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. (“PLDT” or the “Company”) on June 11, 2024 and actions approved in the said meetings:

 

1.
Annual Meeting of Stockholders

 

1.1. The Annual Meeting was held on June 11, 2024 at 3:00 p.m. in hybrid format (combination of in-person and online attendance). The Notice and Agenda of the Annual Meeting were published in the May 10 and 11, 2024 issues of Philippine Star and Manila Times (in printed and online editions). The Notice and Agenda together with the Information Statement, Proxy Form, 2023 Management Report/Annual Report for the year ended December 31, 2023 in SEC Form 17-A and Quarterly Report for the first quarter of 2024 in SEC Form 17-Q (“Annual Meeting Materials”) are posted on the Company’s website and PSE EDGE. In addition, copies of the Annual Meeting Materials for the Annual Meeting of Stockholders held on June 13, 2023 and a copy of the Minutes of such Annual Meeting are likewise posted on the Company’s website.

 

(a)
As at April 15, 2024 (the “Record Date”), the total outstanding PLDT shares entitling the holders thereof to attend and vote at the Annual Meeting is 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 308,439,936 representing 84.26% of the total outstanding Voting Shares of PLDT as at the Record Date, broken down as follows:

 

Class of Shares

Number of Shares

 

 

% to Total Outstanding Shares

Common

158,439,936

43.28%

Voting Preferred

150,000,000

40.98%

Total

308,439,936

84.26%

Therefore, there was a quorum for the valid transaction of business at the Annual Meeting.

 

(c)
Twelve (12) directors including 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 at the Annual Meeting. Representatives from the

 

 


Company’s independent auditors, SGV & Co. (“SGV”) were also present at the Annual Meeting.

 

1.2 Each item on the Agenda of the Annual Meeting that is subject to stockholders’ approval was voted upon by means of written voting instructions, proxies, and/or online voting in absentia.

 

1.3 The voting requirement and the votes cast for each one 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, 2023 contained in the Company’s 2023 Annual Report in SEC Form 17-A:

 

CLASS OF SHARES

VOTING REQUIREMENT

Majority of Total Outstanding Common and Voting Preferred Shares

VOTES CAST

FOR

Common Shares

158,204,526

Voting Preferred Shares

150,000,000

Total

308,204,526

 

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, 2023 contained in the Company’s 2023 Annual Report in SEC Form 17-A, the Company’s 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:

 

The Chairman explained the review and 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 and qualifications for an independent director, as well as the diversity aspects considered by the GNSC pursuant to the Company’s Board Diversity Policy.

 

 

 


NAME OF DIRECTOR/

INDEPENDENT DIRECTOR

VOTING REQUIREMENT

Thirteen (13) nominees receiving the highest number of votes from the holders of Common and Voting Preferred Shares shall be declared elected and three (3) of them who have been pre-qualified as independent directors shall be declared elected as such

VOTES CAST

Mr. Bernido H. Liu

(Independent Director)

293,800,145

 

Ret. Chief Justice Artemio V. Panganiban

(Independent Director)

285,671,672

 

Ms. Bernadine T. Siy

(Independent Director)

292,905,186

 

Atty. Marilyn A. Victorio-Aquino

294,336,394

Ms. Helen Y. Dee

285,670,059

Atty. Ray C. Espinosa

290,097,347

Mr. James L. Go

289,504,486

Mr. Kazuyuki Kozu

287,045,887

Mr. Rolando L. Macasaet

291,405,705

Mr. Manuel V. Pangilinan

351,632,899

Mr. Alfredo S. Panlilio

291,608,570

Mr. Naoki Wakai

291,419,338

Ms. Marife B. Zamora

291,390,765

 

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) director-nominees, each director-nominee was elected. Three (3) of them, namely, Mr. Bernido H. Liu, Ret. Chief Justice Artemio V. Panganiban, and Ms. Bernadine T. Siy, who have been pre-qualified as independent directors, were elected as independent directors.

 

Attached are copies of the Certifications 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.

 

1.4 SGV performed agreed upon procedures for the Company’s registration, tabulation and reporting modules, encoding and processing of proxies, encoding and processing of the online registration and online voting, and system reports generated by the Stockholder Management System (the “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 reports generated by the System.

 

1.5 Stockholders were given an opportunity to ask questions via email to pldtshareholderservices@pldt.com.ph. The questions raised were addressed or

 

 


responded to by the Chairman, President and Chief Executive Officer, and other key officers of the Company after the Election of Directors and prior to the discussion of Other Matters in the Agenda.

 

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 SGV as independent auditors to audit the financial statements of the Company for the year 2024, and such appointment was confirmed by the Board of Directors.

 

2. Organizational Meeting

 

2.1 The Organizational Meeting was held immediately after the adjournment of the Annual Meeting.

 

Twelve (12) directors/independent directors elected during the Annual Meeting were present in person in the Organizational Meeting except for Mr. James L. Go and Mr. Rolando L. Macasaet who joined the meeting via MS Teams. All nominees for appointment as member of the Advisory Board/Committee were also present in person.

 

2.2 The 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 and President and Chief Executive Officer of the Company.

 

(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. Santoso;

Mr. Christopher H. Young; and

Fr. Roberto C. Yap, S.J.

(d)
Appointment of the Chairmen, Members and Advisors of the six (6) Board Committees, as follows:

 

Audit Commitee

 

Ms. Bernadine T. Siy, Chairman/Independent Member;

Mr. Bernido H. Liu, Independent Member;

Ret. Chief Justice Artemio V. Panganiban, Independent Member;

Ms. Corazon S. de la Paz-Bernardo, Advisor (Audit Committee Financial Expert);

Mr. James L. Go, Advisor; and

Mr. Kazuyuki Kozu, Advisor.

 

Risk Committee

 

Ret. Chief Justice Artemio V. Panganiban, Chairman/Independent Member;

Mr. Bernido H. Liu, Independent Member;

 

 


Ms. Bernadine T. Siy, Independent Member;

Mr. James L. Go, Member;

Mr. Kazuyuki Kozu, Member; and

Mr. Danny Y. Yu, Non-Voting Member.

 

Governance, Nomination and Sustainability Committee

 

Mr. Manuel V. Pangilinan, Chairman;

Mr. Bernido H. Liu, Independent Member;

Ret. Chief Justice Artemio V. Panganiban, Independent Member;

Ms. Bernadine T. Siy, Independent Member;

Mr. Kazuyuki Kozu, Member;

Ms. Gina Marina P. Ordoñez, Non-Voting Member; and

Ms. Melissa V. Vergel de Dios, Non-Voting Member.

 

Executive Compensation Committee

 

Mr. Manuel V. Pangilinan, Chairman;

Mr. Bernido H. Liu, Independent Member;

Ret. Chief Justice Artemio V. Panganiban, Independent Member;

Ms. Bernadine T. Siy, Independent Member;

Mr. Kazuyuki Kozu, Member; and

Ms. Gina Marina P. Ordoñez, Non-Voting Member.

 

Technology Strategy Committee

 

Mr. Manuel V. Pangilinan, Chairman;

Atty. Ray C. Espinosa, Member;

Mr. James L. Go, Member;

Mr. Kazuyuki Kozu, Member; and

Mr. Menardo G. Jimenez, Jr., 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; and

Atty. Marilyn A. Victorio-Aquino, Member.

 

(e)
Election of the following officers to the positions indicated opposite their respective names:

 

Name

 

 

Position

 

 

 

Mr. Manuel V. Pangilinan

-

Chairman, President and Chief Executive Officer

Atty. Marilyn A. Victorio-Aquino

-

Senior Vice President, Chief Legal Counsel, Corporate Secretary, Head of Legal, Regulatory and Strategic

 

 


 

 

Affairs Group, Head of Supply Chain, and Head of Risk and Privacy

Ms. Gina Marina P. Ordoñez

-

Senior Vice President and Chief People Officer

Mr. Victorico P. Vargas

-

Leadership Transition Officer

Mr. Danny Y. Yu

-

Senior Vice President, Chief Financial Officer and Chief Risk Management Officer

Mr. Menardo G. Jimenez, Jr.

-

Senior Vice President

Mr. Jeremiah M. de la Cruz

-

Senior Vice President

Mr. Joseph Ian G. Gendrano

-

Senior Vice President

Mr. Luis S. Reñon

-

Senior Vice President

Mr. John Gregory Y. Palanca

-

Senior Vice President

Mr. Leo I. Posadas

-

First Vice President and Treasurer

Ms. Melissa V. Vergel De Dios

-

First Vice President and Chief Sustainability Officer

Ms. Katrina L. Abelarde

-

First Vice President

Mr. Benedict Patrick V. Alcoseba

-

First Vice President

Mr. Marco Alejandro T. Borlongan

-

First Vice President

Ms. Mary Julie C. Carceller

-

First Vice President

Mr. Bernard H. Castro

-

First Vice President

Ms. Darlene Stephanie D. Chiong

-

First Vice President

Mr. Joseph Michael Vincent G. Co

-

First Vice President

Atty. Joan A. De Venecia-Fabul

-

First Vice President

Mr. Gil Samson D. Garcia

-

First Vice President

Mr. Victor Emmanuel S. Genuino II

-

First Vice President

Mr. John John R. Gonzales

-

First Vice President

Atty. Ma. Criselda B. Guhit

-

First Vice President

Ms. Leah Camilla R. Besa-Jimenez

-

First Vice President

Mr. Gary Manuel Y. Kho

-

First Vice President

Mr. Albert Mitchell L. Locsin

-

First Vice President

Ms. Loreevi Gail O. Mercado

-

First Vice President

Ms. Anna Karina V. Rodriguez

-

First Vice President

Ms. Jeanine R. Rubin

-

First Vice President

Ms. Bernadette C. Salinas

-

First Vice President

Mr. Roderick S. Santiago

-

First Vice President

 

 


Mr. Patrick S. Tang

-

First Vice President

Mr. Victor Y. Tria

-

First Vice President

Mr. Jude Michael H. Turcuato

-

First Vice President

Mr. John Henri C. Yanez

-

First Vice President

Ms. Catherine L. Yap-Yang

-

First Vice President

Atty. Ma. Magdalene A. Tan

-

Vice President and Head - Corporate Governance

Atty. Mark David P. Martinez

-

Vice President and Assistant Corporate Secretary

Ms. Minerva M. Agas

-

Vice President

Ms. Cecille M. Alzona

-

Vice President

Mr. Roy Victor E. Añonuevo

-

Vice President

Mr. Tito Rodolfo B. Aquino, Jr.

-

Vice President

Ms. Maria Cecilia A. Arevalo

-

Vice President

Ms. Rona M. Erfe-Aringay

-

Vice President

Mr. Jerameel A. Azurin

-

Vice President

Mr. Francis A. Bautista

-

Vice President

Ms. Dianne M. Blanco

-

Vice President

Mr. Benjamin Jose C. Causon, Jr.

-

Vice President

Ms. Ma. Monica M. Consing

-

Vice President

Mr. Branden B. Dean

-

Vice President

Mr. Ramil C. Enriquez

-

Vice President

Mr. Aniceto M. Franco III

-

Vice President

Mr. Leonard A. Gonzales

-

Vice President

Mr. Silverio S. Ibay, Jr.

-

Vice President

Mr. Gary F. Ignacio

-

Vice President

Mr. Rai Antonio A. De Jesus

-

Vice President

Mr. Javier C. Lagdameo

-

Vice President

Mr. Ser John S. Layug

-

Vice President

Mr. John Henry S. Lebumfacil

-

Vice President

Mr. Armando Dodjie T. Lim

-

Vice President

Mr. Czar Christopher S. Lopez

-

Vice President

Mr. Paolo Jose C. Lopez

-

Vice President

Ms. Ma. Carmela F. Luque

-

Vice President

Ms. Evert Chris R. Miranda

-

Vice President

Ms. Ruby S. Montoya

-

Vice President

Atty. Oliver Carlos G. Odulio

-

Vice President

Ms. Audrey Lyn S. Oliva

-

Vice President

Mr. Charles Louis L. Orcena

-

Vice President

Ms. Regina P. Pineda

-

Vice President

Mr. Emerson C. Roque

-

Vice President

Ms. Marielle M. Rubio

-

Vice President

 

 


Ms. Maria Christina C. Semira

-

Vice President

Mr. Arvin L. Siena

-

Vice President

Mr. Jerone H. Tabanera

-

Vice President

Ms. Carla Elena A. Tabuena

-

Vice President

Ms. Jecyn Aimee C. Teng

-

Vice President

Mr. Milan M. Topacio

-

Vice President

Ms. Ma. Delia V. Villarino

-

Vice President

Mr. Radames Vittorio B. Zalameda

-

Vice President

 

 

 

 

 

Pursuant to the requirements of the Securities Regulation Code, the Company has duly authorized and caused this report to be signed on its behalf by the undersigned.

 

PLDT INC.

 

 

By:

 

 

/s/Mark David P. Martinez

Mark David P. Martinez

Assistant Corporate Secretary

 

June 11, 2024

 

 

 

 

 

 

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 11, 2024.

 

2.
I have been PLDT’s independent director since September 28, 2015.

 

3.
I am affiliated with the following companies or organizations:

 

COMPANY/ORGANIZATION

POSITION/RELATIONSHIP

PERIOD OF SERVICE

Matimco Incorporated

Chairman

2003 – present

LH Paragon Inc.

Chairman

2006 – present

GOLDEN ABC, Inc.

President

Chairman and CEO

2008 – Feb 2023

2008 – present

Oakridge Realty Development Corporation

Chairman

2006 – present

Greentree Food Solutions, Inc.

Chairman

2016 – present

Medellin Realty Development Corporation

Chairman

September 2023 - 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 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 Implementing Rules and Regulations 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 11th day of June 2024, at Makati City.

 

 


 

 

__________________

BERNIDO H. LIU

 

 

SUBSCRIBED AND SWORN to before me this 11th day of June 2024 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. P5687010B expiring on 26 October 2030.

 

 

 

NOTARY PUBLIC

 

Doc. No. 440;

Page No. 89;

Book No. IV

Series of 2024.

 

 

 

 

 

 

 

 

 

 

 

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 11, 2024.

 

 


 

2.
I have been PLDT’s independent director since June 8, 2021.

 

3.
I am affiliated with the following companies or organizations:

 

COMPANY/ORGANIZATION

POSITION/

RELATIONSHIP

PERIOD OF SERVICE

Cebu Air, Inc.

Independent Director

Feb. 2021 – present

JG Summit Holdings, Inc.

Independent Director

June 2024 – 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. (“EPEI”)

Director

Nov. 2008 – present

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

Master Holdings Corporation

Director

July 1994 – present

Twin Rivers Holdings, Inc.

Director

July 1994 – present

Goldlink Holdings, Inc.

Director

June 1994 – present

L.A. Kustom Corporation

Director

July 2006 – 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 Implementing Rules and Regulations 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 11th day of June 2024, at Makati City.

_________________________

BERNADINE T. SIY

SUBSCRIBED AND SWORN to before me this 11th day of June 2024 at Makati City, affiant personally appeared before me and exhibited to me her Philippine Passport No. P5789993A expiring on 26 January 2028.

NOTARY PUBLIC

Doc. No. 441

Page No. 90

Book No. IV

Series of 2024.

 

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 11, 2024.

 

 


 

2.
I have been PLDT’s independent director since April 23, 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

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

JG Summit Holdings, Inc.

Independent Director

2021 – present

RL Commercial REIT, Inc.

Independent Director

2021 – present

Jollibee Foods Corp.

Non-Executive Director

2012 – present

Metro Pacific Investments Corp.

Independent Director

Independent Advisor

2007 – 2023

2023 – present

Metro Pacific Tollways Corp.

Independent Director

2010 – present

TeaM Energy Corporation

Independent 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

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 Implementing Rules and Regulations 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 11th day of June 2024, at Makati City.

 

_______________________

ARTEMIO V. PANGANIBAN

 

 

 

SUBSCRIBED AND SWORN to before me this 11th day of June 2024 at Makati City, affiant personally appeared before me and exhibited to me his Philippine Passport No. P0388884B expiring on 23 January 2029.

 

 

 

 

 

NOTARY PUBLIC

 

Doc. No. 442

Page No. 90

Book No. IV

Series of 2024.

 

 

Signatures

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused this report to be signed on its behalf by the undersigned.

 

 

 

 

 


PLDT Inc.

 

 

 

By : /s/Mark David P. Martinez

Name : Mark David P. Martinez

Title : Assistant Corporate Secretary

Date : June 11, 2024

 

 

 

 



PLDT (PK) (USOTC:PHTCF)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more PLDT (PK) Charts.
PLDT (PK) (USOTC:PHTCF)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more PLDT (PK) Charts.