News & Updates

Patricia A. O. Bunye | Christianne Grace F. Salonga | Juan Paulo M. Santos

On 11 March 2026, the Securities and Exchange Commission (“SEC”), through its Markets and Securities Regulation Department (“MSRD”), issued a notice providing an alternative mode for distributing and providing copies of the Notice of Meeting, Information Statement, and other documents in connection with the holding of Annual Stockholders’ Meetings (“ASM”) and Special Stockholders’ Meetings (“SSM”) of Publicly Listed Companies (“PLCs”) and other companies with registered securities under the supervision of the MSRD (the “SEC Notice”).

A copy of the SEC Notice may be accessed through: https://tinyurl.com/5n8kcs2b

Alternative Mode of Notifying Stockholders

Under the SEC Notice, concerned corporations that will hold their ASMs or SSMs in 2026 may notify their stockholders by causing the publication of the Notice of Meeting in newspapers of general circulation.

To validly use this alternative mode, the following conditions must be satisfied:

• The Notice of Meeting must be published in the business section of two (2) newspapers of general circulation;
• The publication must appear in both print and online formats;
• The Notice of Meeting must be published for two (2) consecutive days; and
• The last publication must be made no later than twenty one (21) days before the scheduled ASM or SSM, as applicable.

Required Contents of the Notice of Meeting

The Notice of Meeting must include:

1. The date, time, and place of the meeting, together with any other information required under:
   1. The Revised Corporation Code (“RCC”);
   2. SEC issuances; or
   3. The corporation’s By-Laws, e., if the corporation will be holding its ASM or SSM through teleconferencing, video conferencing and other remote or electronic means of communication, SEC Memorandum Circular No. 6, series of 2020 requires additional information.
2. The availability of an electronic copy of the Information Statement, Management Report, SEC Form 17-A, and other pertinent documents, as may be necessary:
   1. on the corporation’s website; and
   2. additionally, for PLCs, on the Philippine Stock Exchange Electronic Disclosure Generation Technology (PSE EDGE).

Additional Considerations for Remote Meetings

Where meetings will be conducted through teleconferencing, video conferencing, or other remote or electronic means of communication, corporations must also comply with the additional information requirements prescribed under SEC Memorandum Circular No. 6, series of 2020, which governs remote participation in meetings.

Effect of Compliance

The SEC clarified that compliance with the foregoing publication and disclosure requirements will be deemed sufficient compliance with the rules governing the distribution and provision of the foregoing documents under the 2015 Securities Regulations Code Implementing Rules and Regulations, the RCC, and other applicable SEC issuances.