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 31, 20222. SEC Identification Number PW-1023. BIR Tax Identification No. 000-101-528-0004. Exact name of issuer as specified in its charter Manila Electric Company5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office Lopez Building, Ortigas Avenue, Barangay Ugong, Pasig CityPostal Code16058. Issuer's telephone number, including area code (02) 8632-80149. Former name or former address, if changed since last report Not Applicable10. 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 Stock 1,127,098,705
Debt Securities (Bonds in Billion PhP) 7
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.

Manila Electric CompanyMER 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

MERALCO Amendment of By-Laws

Background/Description of the Disclosure

The amendment of Article I of the Company's By-Laws summarized in the attached Annex A.

Date of Approval by Board of Directors Apr 26, 2021
Date of Approval by Stockholders May 31, 2022
Other Relevant Regulatory Agency, if applicable N/A
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 I, Sec. 1 ANNUAL MEETING. - The annual meeting of the stockholders shall be held on the last Tuesday of May in each year at the principal office of the Company, or at such other places in Metro Manila as may be fixed by the Board of Directors or the Chairman of the Board and specified in the notice, at such day and hour as the Board or the Chairman shall direct. ANNUAL MEETING. - The annual meeting of the stockholders shall be held on the last Tuesday of May in each year at the principal office of the Company, or at any place in the city where the principal office of the Corporation is located as may be fixed by the Board of Directors or the Chairman of the Board and specified in the notice, at such day and hour as the Board or the Chairman shall direct.
Article I, Sec. 2 SPECIAL MEETINGS. - Special meetings of the stockholders may be called by the Chairman of the board or by order of the Board of Directors whenever he or they may deem it necessary, and shall be so called whenever persons holding of record at least one-fourth of -outstanding stock of the Company entitled to vote shall in writing request the same. Special meetings shall be held at the principal office of the Company or at such other place in Metro Manila as may be specified in the call. SPECIAL MEETINGS. - Special meetings of the stockholders may be called by the Chairman of the board or by order of the Board of Directors whenever he or they may deem it necessary, and shall be so called whenever persons holding of record at least one-fourth of outstanding stock of the Company entitled to vote shall in writing request the same. Special meetings shall be held at the principal office of the Company or at any place in the city where the principal office of the Corporation is located as may be specified in the call.
Article I, Sec. 3 VOTING. - At all meetings of the stockholders, each stockholder entitled to vote thereat shall be entitled to one vote for each share held of record by him, which vote may be given personally or by attorney or proxy authorized in writing. The instrument authorizing an attorney or proxy to act shall be filed with the Office of the Corporate Secretary of the Company not later than twenty (20) business days prior to the scheduled stockholders meeting. In the election of directors each stockholder entitled to vote for directors may accumulate and distribute his votes in accordance with provision of law applicable in such case. VOTING. - At all meetings of the stockholders, each stockholder entitled to vote thereat shall be entitled to one vote for each share held of record by him, which vote may be given personally or by attorney or proxy authorized in writing. The right to vote of stockholders or members may be exercised in person, through remote communication or in absentia. The instrument authorizing an attorney or proxy to act shall be filed with the Office of the Corporate Secretary of the Company not later than eighteen (18) days prior to the scheduled stockholders meeting. In the election of directors each stockholder entitled to vote for directors may accumulate and distribute his votes in accordance with provision of law applicable in such case.
Article I, Sec. 5 NOTICE OF MEETING. - Written notice of the annual and of any special meeting of stockholders shall be given to each stockholder entitled to vote thereat by posting the same in a postage prepaid letter, addressed to each such stockholder at his last known address or at the address last left by him with the Secretary of the Company, or by delivering the same to him personally, at least twenty eight (28) working days before the meeting. x x x The Board of Directors shall fix the record date which will determine the stockholders entitled to notice and attend a scheduled stockholders meeting. NOTICE OF MEETING. - Written notice of the annual and of any special meeting of stockholders shall be given to each stockholder entitled to vote thereat by posting the same in a postage prepaid letter, addressed to each such stockholder at his last known address or at the address last left by him with the Secretary of the Company, or by delivering the same to him personally, or by electronic transmission, at least twenty one (21) days before the meeting. x x x The Board of Directors shall fix the record date which will determine the stockholders entitled to notice and attend a scheduled stockholders meeting. As used herein, electronic transmission means the delivery or transfer of documents, data or information by electronic mail to the e
Article I, Sec. 7 (NEW) - VIRTUAL MEETING. The Corporation may opt to hold fully virtual stockholders' meetings, subject to applicable laws, rules and regulations of the Securities and Exchange Commission, as may be amended from time to time.
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Rationale for the amendment(s)

To align with the Revised Corporation Code and best Corporate Governance practices.

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

[Amended-1] Amended to reflect the date of stockholders' approval.

The authority to amend, repeal, or adopt new By-Laws was delegated to the Board of Directors and was conferred and ratified by the more than 2/3 vote of all Stockholders at their annual meeting on 28 May 2002 and had not been repealed or modified to date.

Please refer to attached disclosure.

Filed on behalf by:
Name Jocelyn Villar-Altamira
Designation Assistant Vice President and Head, Corporate Governance and Compliance

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Meralco - Manila Electric Company published this content on 31 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2022 05:59:02 UTC.