C06350-2017

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)
Oct 25, 2017
2. SEC Identification Number
A200115151
3. BIR Tax Identification No.
219-045-668
4. Exact name of issuer as specified in its charter
AG Finance, Incorporated
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
U2205A East Tower, PSE Centre, Exchange Road, Ortigas Center, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(632) 635-2835
9. Former name or former address, if changed since last report
Not applicable
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 261,824,002
11. Indicate the item numbers reported herein
Item 9 - Other Events

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.

AG Finance, IncorporatedAGF

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 to change primary and secondary purposes of AG Finance, Incorporated (AGF)

Background/Description of the Disclosure

The Board approved the amendment of the Articles of Incorporation of AGF to change the primary purpose from leasing and financing to that of a holding company, and to include as a secondary purpose the business of mining. The Board recommended the foregoing amendments for stockholders’ approval.

Date of Approval by
Board of Directors
Mar 6, 2015
Date of Approval by Stockholders Apr 17, 2015
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 No. From To
II to engage and deal in all aspects of leasing and financing business, including extension of credit facilities, loaning funds without collateral or on the security of a mortgage of real properties, pledge, chattel mortgage of equipment, machinery, merchandise, shares of stock and other personal properties, and leasing chattel and other forms of real and personal property through finance-related transactions. To acquire by purchase, exchange, assignment, gift or otherwise, and to hold, own, and use for investment or otherwise, and to sell, assign, transfer, exchange, lease, let, develop, mortgage, pledge, deal in and with and otherwise operate, enjoy and dispose of, any and all properties of every kind and description and whatever situated, as and to the extent permitted by law, including, but not limited to, bonds, debentures, promissory notes, shares of capital stock, or other securities and obligations, created, negotiated or issued by any corporation, association, or other entity, foreign or domestic and while the owner, holder, or possessor, thereof, to exercise all the rights, powers, and privileges of ownership or any other interest there
II (Adding as a Secondary Purpose) (a) acquisition, lease, or sale of real and personal properties as may be necessary for the conduct of corporate business; (b) borrowing or raising of funds necessary to meet the financial requirements of the Company; (c) investment or disposal of the money and properties of the Company for the advancement of its interests and overall benefit of the Company; (d) aiding in any manner any corporation, firm or individual, domestic or foreign, evidence of indebtedness or obligation which are held by or for the Company, directly or indirectly; (e) entering into lawful agreement with any corporation or entity, domestic or foreign, for profit sharing, union of interest or cooperation, to carry out any purposes of the Company; (f) acquisition from To invest in, engage and/or carry on the business of mining, extracting, and smelting of mineral ores and/or to operate a smelting plant to refine and/or convert metals, ores and other precious metals into finished products within the commerce of man.
Rationale for the amendment(s)

The amendment of the corporate purposes is in line with AGF's plans for diversification and expansion.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The amendment is in preparation for the Company's plans to diversify and expand. The amendment will have no effect on the capital structure of AGF.

Other Relevant Information

Amended to indicate the date of the shareholders' meeting.

Filed on behalf by:
Name Diane Madelyn Ching
Designation Corporate Secretary, Corporate Information Officer and Compliance Officer