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6-K

PLDT Inc. (PHI)

6-K 2025-06-11 For: 2025-06-11
View Original
Added on April 08, 2026

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of June 2025

Commission File Number 1-03006

PLDT Inc.

(Exact Name of Registrant as Specified in Its Charter)

Ramon Cojuangco Building

Makati Avenue

Makati City

Philippines

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)

Form 20-F  Form 40-F

(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes No 

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ )

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We have chosen these assumptions or bases in good faith. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2024. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof. In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.

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:<br><br><br><ul><li><font>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.</font></li></ul><br><br><br>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<br><br><br><ul><li><font>Results of the Annual Meeting of Stockholders and the Organizational Meeting of the Company held on June 10, 2025. </font></li></ul> 20

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<br><br>Name : Mark David P. Martinez<br><br>Title : Assistant Corporate Secretary<br><br>Date : June 11, 2025

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:<br><br><br><ul><li><font>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.</font></li></ul><br><br><br>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<br><br><br><ul><li><font>Results of the Annual Meeting of Stockholders and the Organizational Meeting of the Company held on June 10, 2025. </font></li></ul> 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 I N C.

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

R A M O N C O J U A N G C O B U I L D I N G
M A K A T I A V E N U E
M A K A T I C I T Y
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<br>Month/Day Fiscal Year<br>Month/Day
--- --- ---
11,334<br><br>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

  • June 10, 2025

Date of Report (Date of earliest event reported)

  • SEC Identification Number: PW-55

  • BIR Tax Identification No. 000-488-793

  • PLDT Inc.

Exact name of issuer as specified in its charter

  1. PHILIPPINES 6.____________ (SEC Use Only)

Province, country or other jurisdiction Industry Classification Code

of Incorporation

  1. Ramon Cojuangco Building, Makati Avenue, Makati City 1200

Address of principal office Postal Code

  1. (632) 8250-0254

Issuer's telephone number, including area code

  1. Not Applicable

Former name or former address, if changed since last report

  • 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<br><br>Outstanding and Amount of Debt Outstanding

________________________________________________________________

________________________________________________________________

________________________________________________________________

  1. 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 O J U A N G C O B U I L D I N G
M A K A T I A V E N U E
M A K A T I C I T Y
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<br>Month/Day Fiscal Year<br>Month/Day
--- --- ---
11,334<br><br>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

  • June 10, 2025

Date of Report (Date of earliest event reported)

  • SEC Identification Number PW-55

  • BIR Tax Identification No. 000-488-793

  • PLDT Inc.

Exact name of issuer as specified in its charter

  • PHILIPPINES 6. (SEC Use Only)

Province, country or other jurisdiction Industry Classification Code of Incorporation

  • Ramon Cojuangco Building, Makati Avenue, Makati City 1200

Address of principal office Postal Code

  • (632) 8250-0254

Issuer's telephone number, including area code

  • Not Applicable

Former name or former address, if changed since last report

  • 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<br><br>Outstanding and Amount of Debt Outstanding
  • 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:

  • Annual Meeting of Stockholders

  • 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.

  • 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
  • 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<br><br>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.

  • 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.

  • 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.

  • 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:

  • 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<br><br>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<br><br>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.

  • 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<br><br>(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.

  • 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.

  • 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.

  • 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.

  • Organizational Meeting

  • 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.

  • The following actions were approved by the Board of Directors at the Organizational Meeting:

  • Appointment of Mr. Manuel V. Pangilinan as Chairman of the Board of Directors and President and Chief Executive Officer of the Company.

  • Appointment of Ret. Chief Justice Artemio V. Panganiban as Lead Independent Director.

  • 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.

  • 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.

  • 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:

  • 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.

  • I have been PLDT’s independent director since April 23, 2013.

  • 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<br><br>Independent Advisor 2007 – 2023<br><br>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

  • 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.

  • 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.

  • To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding pending in court.

  • To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation.

  • 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.

  • 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:

  • 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.

  • I have been PLDT’s independent director since September 28, 2015.

  • 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<br><br>CEO<br><br>Chairman 2008 – Feb 2023<br><br>2008 – Dec 2024<br><br>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
  • 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.

  • 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.

  • To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding pending in court.

  • To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation.

  • 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.

  • 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:

  • 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.

  • I have been PLDT’s independent director since June 8, 2021.

  • I am affiliated with the following companies or organizations:

COMPANY/ORGANIZATION POSITION/<br><br>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/<br><br>Trustee Feb. 2020 – present<br><br>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/<br><br>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<br><br>Fellow July 2020 – present<br><br>June 2011 – present
  • 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.

  • 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.

  • To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding pending in court.

  • To the best of my knowledge, I am neither an officer nor an employee of any government agency or government-owned and controlled corporation.

  • 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.

  • 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<br><br>Name : Mark David P. Martinez<br><br>Title : Assistant Corporate Secretary<br><br>Date : June 11, 2025