January 14, 2021

Philippine Stock Exchange Inc.

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

Attention : Mr. Mark V. Visda

Head - Corporate Planning & Research

Gentlemen:

In compliance with the requirement of the Philippine Stock Exchange (the "Exchange") as set out in Memorandum No. 2008-0356 dated July 29, 2008, we submit herewith the computation of public ownership level of common shares of PLDT Inc. listed on the Exchange as of December 31, 2020, hereto attached as Annex A.

Thank you.

Very truly yours,

PLDT Inc.

MA. LOURDES C. RAUSA-CHAN

Corporate Secretary

PLDT Inc.

Computation of Public Ownership (Common Stock) as of December 31, 2020

Number of Issued Shares

218,779,886

Less: Number of Treasury Shares1

2,724,111

Number of Outstanding Shares

216,055,775

Less :

Number of Shares

% to Total

Total direct and

Outstanding

Name

Direct

Indirect

indirect shares

Shares

A.

Directors

Manuel V. Pangilinan

271,611

13,300

3

284,911

0.131869

Manuel L. Argel, Jr.

1

-

1

0.000000

Helen Y. Dee

98

24,982

2

25,080

0.011608

Ray C. Espinosa

13,043

18,700

3

31,743

0.014692

James L. Go

135,914

740,240

3

876,154

0.405522

Shigeki Hayashi

1

-

1

0.000000

Junichi Igarashi

1

-

1

0.000000

Bernido H. Liu

1

-

1

0.000000

Artemio V. Panganiban

1

5,370

3

5,371

0.002486

Albert F. Del Rosario

106,780

35,630

3

142,410

0.065914

Ma. Lourdes C. Rausa-Chan

39

9,761

3

9,800

0.004536

Pedro E. Roxas

21

210

4

231

0.000107

Marife B. Zamora

5

-

5

0.000002

Sub-Total

527,516

848,193

1,375,709

0.636738

B.

Officers

Alfredo S. Panlilio

3,000

12,505

3

15,505

0.007176

Anabelle L. Chua

11,258

13,120

3

24,378

0.011283

Victorico P. Vargas

-

12,965

3

12,965

0.006001

Marilyn A. Victorio-Aquino

-

10,300

3

10,300

0.004767

Gina Marina P. Ordoñez

-

5,141

3

5,141

0.002379

Alejandro O. Caeg

-

9,315

3

9,315

0.004311

Mary Rose L. Dela Paz

-

3,260

3

3,260

0.001509

Juan Victor I. Hernandez

-

4,733

3

4,733

0.002191

Menardo G. Jimenez, Jr.

22

8,022

3

8,044

0.003723

June Cheryl A. Cabal-Revilla5

-

8,390

3

8,390

0.003883

Katrina Luna-Abelarde

-

3,881

3

3,881

0.001796

Marco Alejandro T. Borlongan

-

3,053

3

3,053

0.001413

Mary Julie C. Carceller

-

-

-

-

Bernard H. Castro

-

-

-

-

Marisa V. Conde

-

2,325

3

2,325

0.001076

Joan A. De Venecia-Fabul6

-

244

3

244

0.000113

Gil Samson D. Garcia

-

33

3

33

0.000015

Joseph Ian G. Gendrano

-

1,712

3

1,712

0.000792

Ma. Criselda B. Guhit

-

2,694

3

2,694

0.001247

Leah Camilla R. Besa-Jimenez

-

3,480

3

3,480

0.001611

Princesita P. Katigbak

-

1,475

3

1,475

0.000683

Albert Mitchell L. Locsin

-

2,478

3

2,478

0.001147

Florentino D. Mabasa, Jr.

-

3,661

3

3,661

0.001694

Leo I. Posadas

10

3,055

3

3,065

0.001419

Dale M. Ramos

-

2,660

3

2,660

0.001231

Page 1 of 4

Angel T. Redoble

-

1,105

3

Aileen D. Regio

-

2,052

3

Luis S. Reñon

-

55

3

Bernadette C. Salinas 6

-

669

3

Emiliano R. Tanchico, Jr. 7

-

4,539

3

Victor Y. Tria

-

2,167

3

Jude Michael H. Turcuato 8

-

-

Melissa V. Vergel de Dios

-

3,435

3

Catherine Y. Yang

-

1,900

3

John Henri C. Yanez 6

-

968

3

Ma. Cecilia H. Abad

-

633

3

Minerva M. Agas

-

1,625

3

Benedict Patrick V. Alcoseba

-

1,454

3

Cecille M. Alzona 9

-

266

3

Elizabeth S. Andojar

-

1,090

3

Roy Victor E. Ańonuevo

-

551

3

Tito Rodolfo B. Aquino, Jr.

-

890

3

Mitchie M. Arcaina

-

250

3

Jerameel A. Azurin

-

1,304

3

Francis A. Bautista 10

-

767

3

Rafael M. Bejar, M.D.

-

1,275

3

Dianne M. Blanco 11

-

20

3

Wilson S. Bobier

-

612

3

Luis Gregorio D. Casas

-

211

3

Joseph Michael Vincent G. Co 12

-

-

Ma. Monica M. Consing

-

298

3

Branden B. Dean

-

-

Gene S. De Guzman

-

1,132

3

Aniceto M. Franco III

-

756

3

John John R. Gonzales

-

1,128

3

Leonard A. Gonzales 13

-

-

Silverio S. Ibay, Jr.

-

1,295

3

Gary F. Ignacio

-

1,108

3

Marven S. Jardiel

-

1,444

3

Alexander S. Kibanoff

-

1,444

3

Javier C. Lagdameo

-

1,775

3

Armando Dodjie T. Lim 10

-

532

3

Czar Christopher S. Lopez

-

1,970

3

Paolo Jose C. Lopez

-

1,500

3

Ma. Carmela F. Luque

-

1,635

3

Melanie A. Manuel 7

-

670

3

Ronaldo David R. Mendoza 7

-

670

3

Loreevie Gail O. Mercado 14

-

-

Oliver Carlos G. Odulio

-

1,484

3

Jonston Prince W. Ong

-

-

Carlo S. Ople

-

1,338

3

Charles Louise L. Orcena

-

325

3

Serviliano L. Padiz, Jr. 10

-

499

3

Raymond A. Racho

106

470

3

Eduardo H. Rafuson 7

-

890

3

Ricardo C. Rodriguez 7

5,712

-

Genaro C. Sanchez

4,460

1,263

3

Maria Christina C. Semira

-

969

3

Ma. Merceditas T. Siapuatco

-

1,295

3

Arvin L. Siena

-

1,488

3

Carla Elena A. Tabuena

-

1,362

3

1,105 0.000511

2,052 0.000950

  1. 0.000025
  1. 0.000310

4,539

0.002101

2,167

0.001003

-

-

3,435

0.001590

1,900

0.000879

  1. 0.000448
  1. 0.000293

1,625 0.000752

1,454 0.000673

  1. 0.000123
    1,090 0.000505
  1. 0.000255
  1. 0.000412
  1. 0.000116
    1,304 0.000604
  1. 0.000355

1,275 0.000590

  1. 0.000009
  1. 0.000283

211

0.000098

-

-

298

0.000138

-

-

1,132

0.000524

756

0.000350

1,128

0.000522

-

-

1,295

0.000599

1,108

0.000513

1,444

0.000668

1,444

0.000668

1,775

0.000822

  1. 0.000246
    1,970 0.000912
    1,500 0.000694
    1,635 0.000757
  1. 0.000310

670

0.000310

-

-

1,484

0.000687

-

-

1,338

0.000619

  1. 0.000150
  1. 0.000231
  1. 0.000267
  1. 0.000412

5,712 0.002644

5,723 0.002649

969 0.000449

1,295 0.000599

1,488 0.000689

1,362 0.000630

Page 2 of 4

Ma. Magdalene A. Tan 10

-

-

-

-

Patrick S. Tang

-

1,908

3

1,908

0.000883

Jecyn Aimee C. Teng

-

652

3

652

0.000302

Milan M. Topacio

-

457

3

457

0.000212

Radames Vittorio B. Zalameda

-

932

3

932

0.000431

Sub-Total

24,568

179,029

203,597

0.094234

C.

Principal/Substantial Stockholders

Philippine Telecommunications

26,034,263

-

26,034,263

12.049788

Investment Corp.

Metro Pacific Resources, Inc.

21,556,676

-

21,556,676

9.977366

Non-Philippine Subsidiary of

-

7,653,703

3

7,653,703

3.542466

First Pacific Company Limited

NTT Communications Corp.

12,633,487

-

12,633,487

5.847327

NTT DOCOMO, INC.

22,796,902

8,533,253

15

31,330,155

14.500957

JG Summit Group

24,342,455

-

24,342,455

11.266746

Sub-Total

107,363,783

16,186,956

123,550,739

57.184650

D.

Affiliates

-

-

-

E.

Government 16

-

-

-

F.

Banks 16

-

-

-

G.

Employees 17

-

-

-

H.

Lock-Up Shares

-

-

-

I.

Others

-

-

-

Total number of Non-Public Shares

Total Number of Shares Owned by the Public 18

Legend :

125,130,045

90,925,730

  1. All of the 2,724,111 common shares acquired by the Company for the period March 17, 2008 to December 31, 2020, pursuant to its Share Buyback Program, have already been reflected in the above data.
  2. As chairperson and president of Hydee Management and Resource Corporation, Ms. Dee may exercise the voting right in respect of 21,957 shares of Hydee Management and Resource Corporation. Also includes 2,780 shares thru RCBC Trust for the account of Michelle Y. Dee-Santos and 245 shares under the name of Helen Y. Dee both thru PCD Nominee Corporation.
  3. Thru PCD Nominee Corporation.
  4. Buyer is a Trust controlled by Mr. Pedro Roxas for his children thru PCD Nominee Corporation.
  5. Retirement effective on the close of business hour on December 31, 2020.
  6. Promoted to First Vice President effective November 5, 2020.
  7. Separated from service effective January 1, 2021.
  8. Appointment as First Vice President effective July 16, 2020, was confirmed by the Board in its meeting held on November 5, 2020.
  9. Appointment as Vice President effective November 1, 2020, was confirmed by the Board in its meeting held on November 5, 2020.
    10 Promoted to Vice President effective November 5, 2020.
    11 Appointment as Vice President effective January 16, 2020, was confirmed by the Board in its meeting held on November 5, 2020. 12 Appointment as Vice President effective August 1, 2020, was confirmed by the Board in its meeting held on November 5, 2020.
    13 Appointment as Vice President effective September 1, 2020, was confirmed by the Board in its meeting held on November 5, 2020. 14 Appointment as Vice President effective October 16, 2020, was confirmed by the Board in its meeting held on November 5, 2020. 15 Thru JP Morgan Hongkong Nominees Limited.

16 Shares issued/registered to government corporations and banks cannot be provided by our transfer agent due to system limitation in the database. Some names are in acronym and are not readily identifiable if a bank or a government corporation.

Page 3 of 4

  1. Shares issued on account of the Company's Stock Plan (ESOP and PLDT Stock Purchase Plan) cannot readily be provided by our transfer agent due to system limitation. We believe that the outstanding shares issued under the Company's Stock Plan will not exceed 5% of PLDT's total outstanding common stock as of December 31, 2020.
  2. Includes 6,268,366 shares registered in the name of JP Morgan Hongkong Nominees Limited, as nominee of JPMorgan Chase Bank, successor depositary under the Common Stock Deposit Agreement, dated October 14, 1994, as amended on February 10, 2003, between JPMorgan Chase Bank and the holders of American Depositary Receipts, or ADRs, evidencing American Depositary Shares, or ADS, representing shares of common stock of the Company. For the purpose of this report, 8,533,253 shares of common stock underlying ADS owned by NTT DOCOMO, INC. have been deducted from JP Morgan Hongkong Nominees Limited's shareholdings and are included in the shareholdings of principal stockholders. Per JP Morgan Hongkong Nominees Limited, none of the holders of ADSs owns more than 10% of PLDT outstanding common stock as of December 31, 2020.
    Includes 72,830,584 shares registered in the name of PCD Nominee Corporation. For the purpose of this report, 7,653,703 shares beneficially owned by a Non-Philippine subsidiary of First Pacific Company Limited and 1,005,265 shares beneficially owned by PLDT directors and officers, have been deducted from PCD Nominee Corporation and are included in the shareholdings of the principal stockholders and PLDT directors and officers, respectively. Based on the information provided by PDTC to PLDT, none of the owners of the PLDT common shares registered under the name of PCD Nominee Corporation (PCD) owns more than 10% of PLDT's outstanding common stock as of December 31, 2020.

Note:

Social Security System (SSS) - SSS holds 11,157,534 PLDT common shares, equivalent to 5% of the total outstanding common stock or 3% of the total outstanding voting stock of the Company. SSS has consistently maintained its 5% shareholdings (over the total outstanding common stock) and 3% shareholdings (over the total outstanding voting stock) for the last 5 years.

The aforementioned shares of SSS were not counted as Non-Public Shares because the Company believes that the percentage of SSS' shareholdings in PLDT is not substantial enough for SSS to gain significant influence over the management of the Company. (Reference: PSE Guidelines In Determining the Public Ownership of Listed Companies)

Page 4 of 4

ANNEX A

PUBLIC OWNERSHIP PERCENTAGE

Total Number of Shares Owned by the Public

90,925,730

shares

42.08%

216,055,775

shares

Number of Outstanding Common & Preferred Shares

=

666,055,775

Number of Outstanding Common Shares

=

216,055,775

Number of Treasury Shares

=

2,724,111

*

Number of Listed Common Shares

=

222,666,391

Number of Foreign-Owned Common Shares

=

91,230,099

Foreign Ownership Level (%)

=

13.70%

**

Foreign Ownership Limit (%)

=

40%

***

Note: Please observe the same cut-off date.

* Please refer to footnote 1 in page 3

  • The above percentage of Foreign Ownership level was computed based on the total outstanding common shares reported to be owned by foreigners over the total issued and outstanding common and preferred shares. A total of 91,230,099 common shares were reported to be owned by foreigners as of December 31, 2020, or equivalent to 13.70% of the 666,055,775 total outstanding common & preferred shares of the Company.

*** Foreign Ownership Limit

Article XII, Section 11 of the Constitution of the Republic of the Philippines (the "Constitution") provides in part:

"Sec. 11. No franchise, certificate, or any other form of authorization for the operation of a public utility shall be granted except to citizens of the Philippines or to corporations or associations organized under the laws of the Philippines, at least sixty per centum of whose capital is owned by such citizens xxx."

In the case of Wilson P. Gamboa vs. Finance Secretary Margarito B. Teves, et al (G.R. No. 176579) (the "Gamboa Case"), the Supreme Court of the Republic of the Philippines (the "Supreme Court") rendered a decision on June 28, 2011 (the "June 28, 2011 Decision"), the dispositive portion of which is quoted in part as follows:

"WHEREFORE, we PARTLY GRANT the petition and rule that the term "capital" in Section 11, Article XII of the 1987 Constitution refers only to shares of stock entitled to vote in the election of directors, and thus in the present case only to common shares, and not to the total outstanding capital stock (common and non-voting preferred shares) xxx."

Motions for Reconsideration of the June 28, 2011 Decision were filed by several respondents in the Gamboa Case, which were denied with finality by the Supreme Court in a Resolution promulgated on October 9, 2012.

Subsequently, the Securities and Exchange Commission (SEC) issued SEC Memorandum Circular No. 8, Series of 2013 dated May 20, 2013 ("SEC MC No. 8") which sets forth the guidelines on compliance with the ownership requirements in the Constitution and/or existing laws by corporations engaged in nationalized or partly nationalized activities. SEC MC No. 8 provides in pertinent part, as follows:

"Section 1. This Circular shall apply to all corporations ("covered corporations") engaged in identified areas of activities or enterprises specifically reserved, wholly or partly, to Philippine Nationals by the Constitution, the FIA and other existing laws, amendments thereto and IRRs of said laws, except as may otherwise be provided therein.

Section 2. All covered corporations shall, at all times, observe the constitutional or statutory ownership requirement. For purposes of determining compliance therewith, the required percentage of Filipino ownership shall be applied to BOTH (a) the total number of outstanding shares of stock entitled to vote in the election of directors; AND (b) the total number of outstanding shares of stock, whether or not entitled to vote in the election of directors. x x x"

On June 10, 2013, Jose M. Roy III filed before the Supreme Court a Petition for Certiorari against the SEC, the SEC Chairman and PLDT claiming among others that SEC MC No. 8 violates the decision of the Supreme Court in the Gamboa Case. In a Decision dated November 22, 2016 (the "November 22, 2016 Decision"), the Supreme Court dismissed the petitions filed by Jose M. Roy III and other petitioners-in-intervention. The November 22, 2016 Decision upheld the validity of SEC MC No. 8 which requires public utility corporations to maintain at least 60% Filipino ownership in both its "total number of outstanding shares of stock entitled to vote in the election of directors" and its "total number of outstand ing shares of stock, whether or not entitled to vote in the election of directors" and declared the same to be compliant with the Supreme Court's ruling in the Gamboa Case. Petitioner Jose M. Roy III filed a Motion for Reconsideration of the November 22, 2016 Decision, which was denied with finality by the Supreme Court on April 18, 2017.

Applying SEC MC NO. 8 to PLDT, the bases for calculation of the 40% foreign ownership restriction are: (a) PLDT's outstanding shares of voting stocks (common and voting preferred) which are all entitled to vote in the election of directors. For this purpose, the foreign ownership level of PLDT was 24.92% of the 366,055,775 total outstanding shares of voting common and preferred stocks as of December 31, 2020; and (b) PLDT's outstanding shares of stock whether or not entitled to vote in the election of directors. For this purpose, the foreign ownership level of PLDT was 13.70% of the 666,055,775 total outstanding common and preferred stocks as of December 31, 2020.

Attachments

  • Original document
  • Permalink

Disclaimer

PLDT Inc. published this content on 18 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 January 2021 08:11:00 UTC