C00169-2017

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)
Jan 12, 2017
2. SEC Identification Number
31168
3. BIR Tax Identification No.
002-724-446-000
4. Exact name of issuer as specified in its charter
A BROWN COMPANY, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Xavier Estates, Uptown Airport Road, Balulang, Cagayan de Oro City Postal Code 9000
8. Issuer's telephone number, including area code
(02) 638 6832 / (02) 633 3135
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 Stock 1,732,865,522
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.

A Brown Company, Inc.BRN

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

Amendment of Articles of Incorporation - Increase in Authorized Capital Stock
Background/Description of the Disclosure

The amendment of the Corporation’s Articles of Incorporation to increase its authorized capital stock (ACS) from the current Two Billion Pesos (P2,000,000,000.00) divided into Two Billion (2,000,000,000) Common Shares to up to Five Billion Pesos (P5,000,000,000.00) divided into Five Billion (5,000,000,000) Common Shares.

The increase in the Corporation’s authorized capital stock, however, will be implemented in two tranches, as follows:

a.) First, an increase by One Billion Three Hundred Million Pesos (P1,300,000,000.00), divided into One Billion Three Hundred Million (1,300,000,000) Common Shares will be immediately implemented, and out of said increase, the Twenty Percent (20%) stock dividend declared on May 19, 2016 will be issued.

b.) Second, an increase of up to One Billion Seven Hundred Million Pesos (P1,700,000,000.00), divided into One Billion Seven Hundred Million (1,700,000,000) Common Shares, to be issued, together with the remaining authorized but unissued capital stock of the Corporation in a capital raising exercise that may be undertaken by the Corporation subsequent to the issuance and listing of the 20% stock dividend declaration.

This was an amendment to the previous Board approval of an increase in authorized capital of up to Four Billion Pesos (P4,000,000,000.00) divided into Four Billion (4,000,000,000) Common Shares.
Date of Approval by
Board of Directors		 Aug 8, 2016
Date of Approval by Stockholders Sep 28, 2016
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 Jan 11, 2017
Date of Receipt of SEC approval Jan 12, 2017
Amendment(s)
Article No. From To
Seven Authorized Capital Stock of P2,000,000,000.00 Authorized Capital Stock of up to P3,300,000,000.00
Rationale for the amendment(s)

The increase in authorized capital stock will be undertaken in connection with (i) the 20% stock dividend declared by the Board of Directors, and (ii) a possible capital raising exercise subsequent to the issuance and listing of the stock dividends.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC Dec 29, 2016
Expected date of SEC approval of the Amended Articles of Incorporation Jan 16, 2017
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The second tranche of the increase in authorized capital stock will be undertaken primarily to raise fresh capital which will be utilized to partly finance the Corporation's power generation and other projects.
Other Relevant Information

The amendment of the disclosure is made to indicate the date of the approval of the SEC of the first tranche of the Company's increase in authorized capital stock from Php2,000,000,000.00 to Php3,300,000,000.00 dated January 11, 2017.

Attached are the following documents:

1. Certificate of Approval of Increase of Capital Stock;
2. Certificate of Filing of Amended Articles of Incorporation; and
3. Amended Articles of Incorporation.
Filed on behalf by:
Name Jason Nalupta
Designation Corporate Secretary