Leisure & Resorts World : Amendments to By-Laws

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Jul 29, 20222. SEC Identification Number 131743. BIR Tax Identification No. 000-108-278-0004. Exact name of issuer as specified in its charter LEISURE & RESORTS WORLD CORPORATION5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 26F West Tower, PSE Centre, Exchange Road, Ortigas Center, Pasig CityPostal Code16058. Issuer's telephone number, including area code (632) 8634-50999. Former name or former address, if changed since last report N/A10. 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	2,444,106,666
Preferred	0

11. Indicate the item numbers reported herein Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Leisure & Resorts World CorporationLR PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendment of Articles III and IV of the By-laws

Background/Description of the Disclosure

On 8 June 2022, the Board approved the amendment of Article IV of the By-Laws to update the roles and functions of its officers. The Company has delegated the authority to finalize the wordings of the amended provisions to Management. On 13 June 2022, the Board upon the recommendation of Management, approved the amendments to Articles III and IV of the By-Laws of the Company. The stockholders approved and ratified the amendments to Articles III and IV of the By-Laws during the Annual Stockholders' Meeting held on 29 July 2022.

Date of Approval by Board of Directors	Jun 13, 2022
Date of Approval by Stockholders	Jul 29, 2022
Other Relevant Regulatory Agency, if applicable	N/A
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

Amendment(s)

Article and Section Nos.	From	To
Article IV (1)	"THE OFFICERS OF THE COMPANY shall consist of a Chairman of the Board, who shall be the Chief Executive Officer, a President, who shall be the Chief Operating Officer, one or more Assistant Vice President, a Treasurer and Assistant Treasurer, a Secretary and Assistant Secretary, and a General Manager, xxx"	"THE OFFICERS OF THE COMPANY shall consist of a Chairman of the Board, a President and Chief Executive Officer, a Chief Operating Officer, a Treasurer, a Secretary and Assistant Secretary, xxx In avoidance of doubt, these are separate and distinct persons, except for the President, who is also considered as the CEO."
Article IV (2)	"THE CHAIRMAN of the Board and the Chief Executive Officer of the company shall have the following posers and duties xxx"	"THE CHAIRMAN of the Board shall preside at the meetings of the Board of Directors and of the stockholders; b. to lead the review, discussion, and approvals to be made by the Board; etc."
Article IV (3)	"THE PRESIDENT and Chief Operating Officer shall exercise the following functions xxx"	"THE PRESIDENT and CHIEF EXECUTIVE OFFICER shall exercise the following functions: a. To recommend to the Board and execute specific projects for the attainment of corporate objectives and policies; b. Subject to the guidelines prescribed by law or by the Board of Directors, to appoint, remove, suspend or discipline employees of the company, prescribe their duties, determine their salaries; c. To oversee the preparation of the budgets and the statements of accounts of the company; d. To prepare such statements and reports of the company as may be required by law; e. To exercise such powers and perform such duties as the Board may from time to time assign to him; f. To carry out the resolutions of the Board; etc."
Article IV (4)	"THE VICE PRESIDENTS - In the absence and disability of both the Chairman of the board and president, the Vice-President in the order designated by the Board shall act in their place and perform their duties. Each Vice-President shall also have the powers, and perform such duties as may from time to time assigned to him by the Board of Directors."	The provision on the VP shall be removed, and will be replaced by: "THE CHIEF OPERATING OFFICER shall exercise the following functions: a. To ensure that the administrative and operational policies of the company are carried out under the direction of the President and Chief Executive Officer; b. To supervise and direct the day-to-day business affairs of the company; c. To have the general supervision and administration of the affairs of the company; and, d. To carry out resolutions of the Board."
Article IV (5)	"THE ASSISTANT VICE PRESIDENTS - shall have such powers and perform such duties as may from time to time be assigned by the Board of Directors"	Provision to be deleted
Article IV (8)	THE TREASURER shall have custody of all moneys, securities and values of the company which come to his possession, and shall keep regular books of account. He shall deposit said moneys, securities and values of the company in such banking institutions in the City of Manila, as may be designated from time to time by the Board of Directors, subject to withdrawal therefrom only upon checks or other written demands of the company which have been signed by such officer or officers, or person or persons as the Board of directors may from time to time direct, he shall perform all other duties incident to his office and all that are properly required of him by the Board of Directors. He shall furnish bond conditioned upon the faithful performance of his duties. If and as required so to do by the Board of Directors, the amount of said bond to be determined and fixed by said board in such requirements."	"THE TREASURER shall have the following duties: a. To keep full and accurate accounts of receipts and disbursements in the books of the Company; b. To have custody of, and be responsible for, all the funds, securities and bonds of the Company; c. To deposit in the name and to the credit of the Company, in such bank as may be designated from time to time, all the moneys, funds, securities, bonds, and similar valuable effects belonging to the Company which may come under his control; etc."
Article IV (10)	"THE GENERAL MANAGER - shall have such authority and exercise such powers as may from time to time conferred upon him by the Board of Directors."	Provision to be deleted
Article III (8)	"EACH MEMBER OF THE BOARD OF DIRECTORS shall receive a per diem of TEN THOUSAND PESOS (Php10,000.00) for each meeting actually attended by him (as amended on 28 November 2003)."	Provision to be deleted

Rationale for the amendment(s)

The amendment of Article III (8) is to ensure that the per diem of directors will always be up to date, as the Board may consider to be just and reasonable, without the need for constant or periodic amendments to the By-Laws. The amendment of the pertinent sections of Article IV is meant to update the Officers of the Company to maintain its relevance to the times and the Company's industry. This will clarify the roles, responsibilities and power of the Officers of the Company, thereby making them more efficient in their service.

The timetable for the effectivity of the amendment(s)

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

The amendment will clarify the roles, responsibilities and power of the Officers of the Company, thereby making them more efficient in their service.

Other Relevant Information

For the wordings of Article IV Sections (2), (3) and (8), please refer to the SEC Form 17-C dated 13 June 2022 previously filed. This amendment pertains to the date of approval of the stockholders of the amendments to the By-Laws.

Filed on behalf by:

Name	Kristine Margaret Delos Reyes
Designation	Compliance Officer and Head, Legal