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6-K 1 06.10.2025_asm_results.htm 6-K 6-K

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:
 
(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

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

    

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

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

     Form Type

     Department requiring the report

     Secondary License Type, If Applicable

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

    

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

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:

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.

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:

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 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

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 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

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 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 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/ 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

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 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 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

    