EX-99.1 2 phi-ex99_1.htm EX-99.1 EX-99.1

 

EXHIBITS

 

 

Exhibit Number

 

Page

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copy of the disclosure letter that PLDT Inc. (the “Company”) filed on June 10, 2025 with the Philippine Stock Exchange and the Philippine Securities and Exchange Commission in connection with the following:

 

(a)
Declaration of a cash dividend of P2,437,500.00 on all of the outstanding shares of Voting Preferred Stock of the Company for the quarter ending July 15, 2025 and payable on July 15, 2025 to the holder of record as of June 24, 2025.

 

The cash dividend was declared out of the audited unrestricted retained earnings of the Company as at December 31, 2024, which are sufficient to cover the total amount of the dividend declared; and

 

(b)
Results of the Annual Meeting of Stockholders and the Organizational Meeting of the Company held on June 10, 2025.

 

 

20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 10, 2025

 

The Philippine Stock Exchange, Inc.

6/F Philippine Stock Exchange Tower

28th Street corner 5th Avenue

Bonifacio Global City, Taguig City

 

Attention: Atty. Johanne Daniel M. Negre

Officer-in-Charge – Disclosure Department

 

 

Securities & Exchange Commission

7907 Makati Avenue, Salcedo Village,

Barangay Bel-Air, Makati City

 

Attention: Atty. Oliver O. Leonardo

Director – Markets and Securities Regulation 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 regarding the declaration of a cash dividend on all outstanding shares of Voting Preferred Stock of PLDT Inc.

 

 

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

 

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C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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Form Type

 

 

 

Department requiring the report

 

 

 

Secondary License Type, If Applicable

 

 

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S

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COMPANY INFORMATION

 

Company’s Email Address

 

Company’s Telephone Number/s

 

Mobile Number

 

 

 

 

88168553

 

 

 

 

 

No. of Stockholders

 

Annual Meeting
Month/Day

 

Fiscal Year
Month/Day

 

 

11,334

As of May 31, 2025

 

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

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 10, 2025

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 9 (Other Events)

 

We disclose that at the meeting of the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) held on June 10, 2025, the Board declared a cash dividend of ₱2,437,500.00 on all of the outstanding shares of Voting Preferred Stock of the Company for the quarter ending July 15, 2025 and payable on July 15, 2025 to the holder of record as of June 24, 2025.

 

The cash dividend was declared out of the audited unrestricted retained earnings of the Company as at December 31, 2024, which are sufficient to cover the total amount of the dividend declared.

 

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 10, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 10, 2025

 

 

 

The Philippine Stock Exchange, Inc. 6/F Philippine Stock Exchange Tower 28th Street corner 5th Avenue Bonifacio Global City, Taguig City

 

Attention: Atty. Johanne Daniel M. Negre

Officer-in-Charge – Disclosure Department

 

Securities & Exchange Commission 7907 Makati Avenue, Salcedo Village, Barangay Bel-Air, Makati City

 

Attention: Atty. Oliver O. Leonardo

Director – Markets and Securities Regulation Department

 

Dear All:

 

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 10, 2025.

 

This submission shall also serve as our compliance with the PSE Revised Disclosure Rules. Very truly yours,

/s/Mark Daid 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

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Form Type

 

 

 

Department requiring the report

 

 

 

Secondary License Type, If Applicable

 

 

17

-

C

 

 

 

 

 

 

 

 

M

S

R

D

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPANY INFORMATION

 

Company’s Email Address

 

Company’s Telephone Number/s

 

Mobile Number

 

 

 

 

88168553

 

 

 

 

 

No. of Stockholders

 

Annual Meeting
Month/Day

 

Fiscal Year
Month/Day

 

 

11,334

As of May 31, 2025

 

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

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 10, 2025

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 (the “Annual Meeting”) and Organizational Meeting of the Board of Directors (the “Organizational Meeting”) of PLDT Inc. (“PLDT” or the “Company”) on June 10, 2025 and actions approved in the said meetings:

 

1.
Annual Meeting of Stockholders

 

1.1.
The Annual Meeting was held on June 10, 2025 at 3:00 p.m. The Notice and Agenda of the Annual Meeting were published in the May 16 and 17, 2025 issues of the Philippine Star and the Manila Times (in printed and online editions). The Notice and Agenda together with the Information Statement, Proxy Form, 2024 Management Report/Annual Report for the year ended December 31, 2024 in SEC Form 17-A and Quarterly Report for the first quarter of 2025 in SEC Form 17-Q (the “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 11, 2024 and a copy of the Minutes of such Annual Meeting are likewise posted on the Company’s website.
(a)
As at April 14, 2025 (the “Record Date”), the total outstanding PLDT shares entitling the holders thereof to attend and vote at the Annual Meeting is 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

 

(b)
The total Common and Voting Preferred Shares owned or held by the stockholders present or represented by proxy at the Annual Meeting was 314,595,605 representing 85.94% 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

164,595,605

44.96%

Voting Preferred

150,000,000

40.98%

Total

314,595,605

85.94%

 

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

(c)
Thirteen (13) directors including the Chairman of the Board, the Chairpersons 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 or proxies.

 

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 year ended December 31, 2024 contained in the Company’s 2024 Annual Report in SEC Form 17-A:

 

 

CLASS OF SHARES

 

VOTING REQUIREMENT

Majority of Total Outstanding

Common Shares and Voting Preferred Shares

VOTES CAST

FOR

AGAINST

ABSTAIN

Common Shares

158,261,510

3,150

6,323,944

Voting Preferred Shares

150,000,000

-

-

Total

308,261,510

3,150

6,323,944

Percentage to

Outstanding Voting Shares

84.21%

0.001%

1.73%

 

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 year ended December 31, 2024 contained in the Company’s 2024 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 Shares 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)

290,208,727

Ret. Chief Justice Artemio V. Panganiban

(Lead Independent Director)

288,757,527

Ms. Bernadine T. Siy (Independent Director)

294,122,688

Atty. Marilyn A. Victorio-Aquino

293,441,293

Mr. Robert Joseph M. de Claro

289,145,273

Ms. Helen Y. Dee

287,630,755

Atty. Ray C. Espinosa

292,183,583

Mr. James L. Go

299,168,655

Mr. Menardo G. Jimenez, Jr.

293,332,876

Mr. Kazuyuki Kozu

287,637,780

Mr. Manuel V. Pangilinan

451,429,984

Mr. Alfredo S. Panlilio

292,460,482

Mr. Kazutoshi Shimizu

289,145,273

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. Liu, Ret. Chief Justice Panganiban, and Ms. Siy in connection with their election as independent directors of the Company.

 

1.4
SGV performed agreed upon procedures for the Company’s tabulation, registration, and reporting 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
Questions raised by stockholders 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 2025, 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.

 

The thirteen (13) directors, inclusive of three (3) independent directors, elected during the Annual Meeting were present in person in the Organizational Meeting. All nominees for appointment as members 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., as Independent Advisor.

 

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

 

Audit Committee

 

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

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

Mr. Bernido H. Liu, Independent Member;

Mr. James L. Go, Advisor;

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

Mr. Kazuyuki Kozu, Advisor.

 

Risk Committee

 

Ret. Chief Justice Artemio V. Panganiban, Chairperson/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, Chairperson;

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

Mr. Bernido H. Liu, 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, Chairperson;

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

Mr. Bernido H. Liu, 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, Chairperson;

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, Chairperson;

Atty. Ray C. Espinosa, Member;

Mr. Bernido H. Liu, Independent Member;

Mr. Kazuyuki Kozu, Member; and

Atty. Marilyn A. Victorio-Aquino, Member.

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

 

 

Mr. Manuel V. Pangilinan

-

President and Chief Executive Officer

Mr. Menardo G. Jimenez, Jr.

-

Executive Vice President and Chief Operating Officer

Atty. Marilyn A. Victorio-Aquino

-

Senior Vice President, Senior Legal Advisor to the Chairman, and Corporate Secretary

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. Jeremiah M. de la Cruz

-

Senior Vice President and Senior Advisor to the Chief Operating Officer

Mr. Joseph Ian G. Gendrano

-

Senior Vice President

 

 

 

 

 

 

 

Mr. John Gregory Y. Palanca

-

Senior Vice President

Mr. Patricio S. Pineda III

-

Senor Vice President

Mr. Leo I. Posadas

-

Senior Vice President and Treasurer

Mr. Luis S. Reñon

-

Senior Vice President and Senior Advisor to the Chairman

Atty. Joan A. De Venecia-Fabul

-

First Vice President and Chief Legal Counsel

Mr. Patrick F. Santos

-

First Vice President and Chief Information Security Officer

Ms. Melissa V. Vergel de Dios

-

First Vice President and Chief Sustainability Officer

Mr. Gil Samson D. Garcia

-

First Vice President and Financial Controllership Head

Ms. Katrina L. Abelarde

-

First Vice President

Mr. Jose Roberto A. Alampay

-

First Vice President

Mr. Benedict Patrick V. Alcoseba

-

First Vice President

Mr. Andrew T. Atienza

-

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

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 and Chief Data Privacy Officer

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

Ms. Gina B. Santos

-

First Vice President and Internal Audit Head

Atty. Ma. Magdalene A. Tan

-

First Vice President and Chief Governance Officer

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. Yañez

-

First Vice President

 

 

 

Atty. Mark David P. Martinez

-

Vice President and Assistant Corporate Secretary

Ms. Cecille M. Alzona

-

Vice President

Mr. Roy Victor E. Añonuevo

-

Vice President

Atty. Tito Rodolfo B. Aquino, Jr.

-

Vice President

Ms. Maria Cecilia A. Arevalo

-

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. Rai Antonio A. De Jesus

-

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. Alvin S. Ilano1

-

Vice President

Mr. Javier C. Lagdameo

-

Vice President

Mr. Ser John S. Layug

-

Vice President

Mr. John Henry S. Lebumfacil

-

Vice President

Mr. Czar Christopher S. Lopez

-

Vice President

Ms. Maria Carmela F. Luque

-

Vice President

Ms. Evert Chris R. Miranda

-

Vice President

Ms. Ruby S. Montoya

-

Vice President

Ms. Marseille N. Nograles

-

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

1 Mr. Alvin S. Ilano’s appointment as Vice President will become effective on July 1, 2025.

 

 

 

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. Matinez

Mark David P. Martinez

Assistant Corporate Secretary

 

June 10, 2025

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 10, 2025.

 

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

 

 

 

COMPANY/ORGANIZATION

POSITION/RELATIONSHIP

PERIOD OF SERVICE

Asian Hospital, Inc.

Independent Director

2017 – present

State Investment House, Inc.

Independent Director

2021 – present

State Properties Corporation

Independent Director

2021 – 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 10th day of June 2025, at Makati City.

 

_______________________

ARTEMIO V. PANGANIBAN

 

SUBSCRIBED AND SWORN to before me this 10th day of June 2025 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. _____;

Page No. _____;

Book No. _____;

Series of 2025.

 

 

 

 

 

 

 

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 10, 2025.

 

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

Liu and Hong Family Holding Corporation

Chairman, President and CEO

Sept 2012 – present

LH Paragon Inc.

Chairman & President

2006 – present

Matimco Incorporated

Chairman

2003 – present

GOLDEN ABC, Inc.

President

CEO

Chairman

2008 – Feb 2023

2008 – Dec 2024

2008 – present

Oakridge Realty Development Corporation

Chairman

 

June 2016 – present

 

Medellin Realty Development Corporation

Chairman

Sep 2023 - present

Basic Graphics Inc.

Chairman

June 2016 – present

GABC International Pte. Ltd.

Director

May 19, 2015 – present

 

 

 

GABC Singapore Retail Pte. Ltd.

Director

May 19, 2015 – present

Mga Likha ni Inay, Inc. (member of CARD MRI)

Director

2015 – present

Matserv, Inc.

Chairman

Oct 2023 – present

MTC Holdings, Inc.

Chairman

Sept 2024 – present

OIP Holdings, Inc.

Chairman

Sept 2024 – present

Red Logo Lifestyle, Inc.

Chairman

June 2011 – 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 10th day of June 2025, at Makati City.

 

 

__________________

BERNIDO H. LIU

 

SUBSCRIBED AND SWORN to before me this 10th day of June 2025 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. _____;

Page No. _____;

Book No. _____;

Series of 2025.

 

 

 

 

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 10, 2025.

 

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

BWF Holdings, Inc.

Director

Aug. 2004 – present

Coffee Concepts Corporation

Director

Jan. 2002 – present

Ramona Holdings Corporation

Director/President

July 2000 – present

Coffee Masters, Inc.

Director

2000 – present

 

 

 

COMPANY/ORGANIZATION

POSITION/

RELATIONSHIP

PERIOD OF SERVICE

Lauderdale Corporation

Director

Oct. 1997 – present

Interworld Properties Corporation

Director/President

Sept. 1995 – present

Glenfield Properties, Inc.

Director/President

Mar. 1995 – present

Glen Eden Holdings, Inc.

Director/President

2016 – present

Roasters Phils., Inc.

Director

Aug. 1994 – present

Master Holdings Corporation

Director

July 1994 – present

Twin Rivers Holdings Corporation

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

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 10th day of June 2025, at Makati City.

_________________________

 

 

 

BERNADINE T. SIY

 

SUBSCRIBED AND SWORN to before me this 10th day of June 2025 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. _____;

Page No. _____;

Book No. _____;

Series of 2025.

 

 

 

 

 

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, 2025