OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Apr 11, 20222. SEC Identification Number A2000-003083. BIR Tax Identification No. 205-357-210-0004. Exact name of issuer as specified in its charter MAX'S GROUP, INC.5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 3F KDC Plaza Chino Roces AvenuePostal Code12308. Issuer's telephone number, including area code 02842480009. Former name or former address, if changed since last report NA10. 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 | 1,037,292,224 |
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Max's Group, Inc.MAXS PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) andSection 4.4 of the Revised Disclosure Rules
| Subject of the Disclosure |
Amendment of Sections 2 and 4 of Article II of the Company's By-Laws |
| Background/Description of the Disclosure |
During a special meeting held on 11 April 2022, the Board of Directors of the Company approved (i) the amendment of Sections 2 and 4 of Article II of the Company's By-Laws to align the same with the provisions of the Revised Corporation Code in respect of the conduct of stockholders' meetings, and (ii) the inclusion of the approval of the amendment in the agenda for the 20 May 2022 Annual Meeting of the Company's stockholders. |
| Date of Approval by Board of Directors | Apr 11, 2022 |
| Date of Approval by Stockholders | TBA |
| Other Relevant Regulatory Agency, if applicable | None |
| 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 |
| Article and Section Nos. | From | To |
| Article II, Section 2 | Section 2. Special Meeting - The special meetings of stockholders, for any purpose or purposes, may at any time be called by any of the following: (a) Board of Directors, at its own instance or at the written request of stockholders representing a majority of the outstanding capital stock, (b) President. | Section 2. Special Meeting - The special meetings of stockholders, for any purpose or purposes, may at any time be called by any of the following: (a) Board of Directors, at its own instance or at the written request of stockholders representing at least ten percent (10%) or more of the outstanding capital stock of the corporation, subject to the guidelines set under the Revised Corporation Code and other relevant regulations; (b) President. |
| Article II, Section 4 (paragraph 1) | Section 4. Notice of Meeting - Notices for regular or special meetings of stockholders may be sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the meeting to each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. | Section 4. Notice of Meeting - Notices for regular or special meeting of stockholders may be sent by the Secretary by personal delivery or by mail at least twenty-one (21) calendar days prior to the date of the meeting to each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. |
| Rationale for the amendment(s) |
To align the pertinent sections of the By-Laws with the provisions of the Revised Corporation Code in respect of the conduct of stockholders' meetings. |
| 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 |
None |
| Name | Carmen Rose Basallo |
| Designation | General Counsel and Compliance Officer |