C08885-2022

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)
Nov 25, 2022
2. SEC Identification Number
A199701848
3. BIR Tax Identification No.
200-302-092-000
4. Exact name of issuer as specified in its charter
AgriNurture, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
NO. 54 NATIONAL ROAD, DAMPOL II-A, PULILAN, BULACAN Postal Code 3005
8. Issuer's telephone number, including area code
044-8156340
9. Former name or former address, if changed since last report
N/A
10. 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 SHARES 1,024,446,888
PREFERRED SHARES 400,000,000
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.

AgriNurture, Inc.ANI

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendments to the Articles of Incorporation of Agrinurture, Inc.
Background/Description of the Disclosure

The Board has approved the decrease in the par value of the shares of Company from One Peso (Php 1.00) to Ten Centavos (Php 0.10). The Board has likewise approved the reclassification of Forty Million (40,000,000) unissued common shares with par value of One Peso (Php 1.00) per share or an aggregate par value of Forty Million Pesos (Php40,000,000.00) to 400,000,000 voting preferred shares with par value of Ten Centavos (Php 0.10) per share or an aggregate par value of Forty Million Pesos (Php 40,000,000.00).

The matters were presented for approval of the Shareholders during the Shareholders' meeting on 9 September 2020, however, the matter of approving the conduct of stock split by changing the par value was deferred by the shareholders, subject to approval on a later date, finding that the same is not yet necessary at this time. The reclassification of shares as discussed above was approved, thereby reclassifying Forty Million (40,000,000) unissued common shares with par value of One Peso (Php 1.00) per share or an aggregate par value of Forty Million Pesos (Php40,000,000.00) to 400,000,000 voting preferred shares with par value of Ten Centavos (Php 0.10) per share or an aggregate par value of Forty Million Pesos (Php 40,000,000.00). The shares to be reclassified shall come from the unissued portion of the total authorized capital stock of the Company.

With regards to the pending application with the SEC on the increase of the corporation's authorized capital from Php2 Billion up to Php5 Billion, there are no new developments on it.
Date of Approval by
Board of Directors		 Feb 24, 2020
Date of Approval by Stockholders Sep 9, 2020
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 Nov 16, 2022
Date of Receipt of SEC approval Nov 21, 2022
Amendment(s)
Article No. From To
SEVENTH That the authorized capital stock of said corporation is TWO BILLION PESOS (P2,000,000,000.00) Philippine Currency and said capital stock is divided into TWO BILLION (2,000,000,000) shares with a par value of ONE PESO (P1.00) each. The stockholders of the Corporation shall not enjoy any preemptive right to subscribe to all issues or disposition of shares of any class of the corporation. *Please see attached
Rationale for the amendment(s)

The reclassification of shares is intended to provide more trading opportunities to the shareholders and investors. The lower value of the preferred shares will make the shares more affordable to small investors, hence will be more marketable and liquid in the market.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC Aug 31, 2022
Expected date of SEC approval of the Amended Articles of Incorporation Nov 16, 2022
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The proposed amendments are not expected to have any material adverse effect on the business or operations of the Company.

Upon SEC approval of the amendments, the Company's authorized capital stock of Php2,000,000,000 will now be divided into the following: 1,960,000,000 common shares and to 400,000,000 preferred shares.

The creation of preferred shares is intended to give more trading opportunities to the shareholders and investors. The lower value of the preferred shares will make the shares more affordable to small investors, hence will be more marketable and liquid in the market.
Other Relevant Information

This amendment is to provide development relative to the required approval of the Shareholders for the amendment of the Articles of Incorporation as discussed in the Background of the disclosure above.

Attached is the table reflecting the amendment.
Filed on behalf by:
Name ROSANA PLANCO
Designation Compliance Officer