Shakey's Pizza Asia Ventures Inc.

05/06/2024 | Press release | Distributed by Public on 05/05/2024 22:05

Amendments to By-Laws

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 6, 20242. SEC Identification Number 546663. BIR Tax Identification No. 000-163-3964. Exact name of issuer as specified in its charter SHAKEY'S PIZZA ASIA VENTURES INC.5. Province, country or other jurisdiction of incorporation MANILA, PHILIPPINES6. Industry Classification Code(SEC Use Only) 7. Address of principal office 15KM EAST SERVICE ROAD CORNER MARIAN ROAD 2, BARANGAY SAN MARTIN DE PORRES, PARANAQUE CITYPostal Code17008. Issuer's telephone number, including area code (02) 8742 53979. Former name or former address, if changed since last report -10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 1,683,760,178
11. Indicate the item numbers reported herein Item 9: Other Events

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Shakey's Pizza Asia Ventures, Inc.PIZZA

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

Subject of the Disclosure

Amendment of By-Laws

Background/Description of the Disclosure

The Board of Directors approved today the following amendments in the Company's By-Laws:

1. In Article V, Sec. 5.03 - to adjust the notice period; and
2. In Article V, Sec. 5.06 - to allow stockholders to participate and vote through remote communication or in absentia

The Board of Directors will recommend the approval of these proposed amendments to the stockholders in the coming Annual Stockholders Meeting on 20 June 2024.

Date of Approval by Board of Directors May 2, 2024
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable -
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article and Section Nos. From To
Article V, Sec. 5.03 Please see other relevant information Please see other relevant information
Article V, Sec. 5.06 Please see other relevant information Please see other relevant information
Rationale for the amendment(s)

The reason for the Amendment of the Amended By-laws is (i) to adjust the notice period and (ii) to formally authorize stockholders to vote through remote communication or in absentia in accordance with the Revised Corporate Code.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC TBA
Expected date of SEC approval of the Amended By-Laws TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

None

Other Relevant Information

For Article V, Section 5.03 -

From:
Section 5.03. Notice of Meetings - Notice of meetings shall be given either by mail or by delivering the same to each stockholder of record in person not less than ten (10) days prior to the date set for such meeting. Stockholders shall furnish the Secretary with the address at which the notice of meeting and all other corporate notices may be served or mailed to him at last known post office address. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called.

When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business may be transacted that might have been transacted on the original date of the meeting.

To:
Section 5.03. Notice of Meetings - Notices for the meetings shall be sent by the Secretary by personal delivery, by mail or electronic message at least twenty-one (21) days for regular and special meetings, or such number of days as may be required under relevant rules and regulations, prior to the date of the meeting, to each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose for which the meeting is called.

When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business may be transacted that might have been transacted on the original date of the meeting.

For Article V. Section 5.06:

From:
Section 5.06. Voting - The stockholders may vote at all meetings the number of shares registered in their respective names, either in person or by proxy duly appointed as herein provided. The vote at election of Directors shall be by ballot unless all the stockholders, present in person or by proxy, shall agree to a viva voce vote.

To:
Section 5.06. Voting - The stockholders may vote at all meetings the number of shares registered in their respective names, either in person or by proxy duly appointed as herein provided. The vote at election of Directors shall be by ballot unless all the stockholders, present in person or by proxy, shall agree to a viva voce vote.

Stockholders may also vote via remote communication or in absentia, in which case they shall be deemed present for purposes of quorum. Provided, however, that the votes are received by the Secretary before the Corporation finishes the tally of votes.

Filed on behalf by:
Name Maria Rosario Ybanez
Designation Corporate Secretary