SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
May 20, 20222. SEC Identification Number
PW-3053. BIR Tax Identification No.
000-067-1684. Exact name of issuer as specified in its charter
Keppel Philippines Properties, Inc.5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office
12 ADB Avenue, Ortigas Center, Mandaluyong City (business office address changed to: 18th Floor, Units 1802B-1803, The Podium West Tower, 12 ADB Avenue, Ortigas Center, Mandaluyong City, 1550Postal Code15508. Issuer's telephone number, including area code
8584-61709. Former name or former address, if changed since last report
N/A10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
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Title of Each Class
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Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
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Common shares
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293,828,900
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11. Indicate the item numbers reported herein
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The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Keppel Philippines Properties, Inc.KEP
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules
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Subject of the Disclosure
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Amendments to the By Laws of KEP
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Background/Description of the Disclosure
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These amendments to the bylaws are relative to the place and notice of meetings of Stockholders (Article II), the Board of Directors' election and term, vacancies, meeting, notice of meeting, conduct of meetings (Article III), the definition, composition, disqualification and term limit of Independent Directors (Article IV), composition and functions of Audit and Compliance Committee and Governance, Nomination and Compensation Committee (Article VI), and responsibilities of officers pursuant (Article VII). The proposed amendments will be taken up in the forthcoming Annual Stockholders' Meeting for ratification.
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Date of Approval by Board of Directors
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May 4, 2022
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Date of Approval by Stockholders
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TBA
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Other Relevant Regulatory Agency, if applicable
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-
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Date of Approval by Relevant Regulatory Agency, if applicable
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N/A
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Date of Approval by Securities and Exchange Commission
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TBA
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Date of Receipt of SEC approval
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TBA
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Amendment(s)
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Article and Section Nos.
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From
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To
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Article II Sections 3 and 4
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Please See Attached
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Please see attached
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Article III Sections 4, 4-A, 5,6,7, and 9
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Please See Attached
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Please See Attached
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Article IV Sections 1,2,5, and 6-A
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Please See Attached
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Please See Attached
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Article VI Sections 2, 3, and 4
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Please See Attached
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Please See Attached
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Article VII Sections 2, 2-A, 4,7,11,12, and 13
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Please See Attached
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Please See Attached
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Rationale for the amendment(s)
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These amendments to the bylaws are needed to be consistent with the Revised Corporation Code and the KEP New Manual of Corporate Governance as of January 2022 relative to the place and notice of meetings of Stockholders (Article II), the Board of Directors' election and term, vacancies, meeting, notice of meeting, conduct of meetings (Article III), the definition, composition, disqualification and term limit of Independent Directors (Article IV), composition and functions of Audit and Compliance Committee and Governance, Nomination and Compensation Committee (Article VI), and responsibilities of officers (Article VII)
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The timetable for the effectivity of the amendment(s)
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Expected date of filing the amendments to the By-Laws with the SEC
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TBA
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Expected date of SEC approval of the Amended By-Laws
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TBA
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Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
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N/A
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Other Relevant Information
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Updated to correct typographical error which was the non-inclusion of Article VII Section 2-A as one of the approved amendments to the ByLaws.
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Filed on behalf by:
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Name
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Ma. Melva Valdez
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Designation
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Compliance Officer/Corporate Secretary
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Keppel Philippines Properties Inc.