C01265-2023

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)
Feb 21, 2023
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
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
Liaison Office --- 02-8631 8890 or (02) 8633-3135
9. Former name or former address, if changed since last report
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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 2,372,367,911 shares
Preferred Stock 13,264,900 shares
11. Indicate the item numbers reported herein
Item No. 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 4-22 - Joint Ventures References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Joint Venture Agreement with GET Philippines, Inc.- Electric Shuttle Service in Cagayan de Oro
Background/Description of the Disclosure

Please be advised that the Board of Directors of A Brown Company, Inc. (“ABCI”) has authorized the Corporation to enter into a joint venture with GET Philippines, Inc. (“GET”) to create, promote, operate and manage the ABC Electric Shuttle Service as a clean, efficient, modern and green mass transport system in Cagayan de Oro (‘the Project”).

GET will incorporate and set up a new company (“JV Co.”) to be jointly owned with ABCI for the purpose of initially owning ten (10) Community Optimized Managed Electric Transport (COMET) electric vehicles that will be deployed for the Project.

Upon incorporation of JV Co., the outstanding capital stock will be Forty-Five Million Pesos (Php45,000,000.00) corresponding to Forty-Five Million (45,000,000) shares and GET will own 100% of the outstanding capital stock of JV Co.

GET will transfer ownership of Twenty-Two Million Five Hundred Thousand (22,500,000) shares in JV Co. to ABCI immediately upon issuance of the FortyFive Million (45,000,000) shares in JV Co. to GET. ABCI will pay to GET Twenty Two Million Five Hundred Thousand Pesos (₱22,500,000.00) as advance payment for the Shares of GET in JV Co. that ABCI will acquire from GET which will be equivalent to 50% equity ownership in JV Co.

The JV Co. will be responsible for the provision, management, service, maintenance, and operation of the fleet of COMET electric vehicles for the ABC Electric Shuttle Service in Cagayan de Oro. The JV Co. will also offer the COMET electric vehicles as an effective marketing tool and platform for media and transit advertising for third parties. It shall make use of the GETPASS Transport Ecosystem as a fleet and passenger management and monitoring system for the ABC Electric Shuttle Service.

GET Philippines, Inc., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, is a social enterprise that operates and manages fleets of modern zero emission electric buses integrated electric with a passenger and fleet management ecosystem as a safe, efficient and sustainable transit system and for public transport and private shuttle services at various locations in the Philippines.
Date of Approval by Board of Directors Feb 21, 2023
Date of Approval by Stockholders, if applicable N/A
Description and nature of the transaction including the timetable for implementation, and related regulatory requirements

Immediately upon signing of this Agreement, GET shall cause the incorporation of the JV Co. with the SEC. At Incorporation Date, the JV Co. shall have an authorized capital stock of One Hundred Million Pesos (₱100,000,000.00) divided into One Hundred Million shares with a par value of (₱1.00) each (the “Shares”).

Within two (2) weeks from incorporation, provided ABCI has completed the advance payment GET will assign Twenty-Two Million Five Hundred Thousand (22,500,000.00) shares at par value to ABCI to achieve a shareholding ratio with ABCI holding fifty percent (50%) of the total outstanding shares and GET likewise holding fifty percent (50%) of the total outstanding shares in the JV Co.

The ABC Electric Shuttle Service shall be operated for a minimum term of ten (10) years.
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition of shares of Joint Venture Company (JV Co) to be incorporated for the Electric Shuttle Service will provide the commuting public with a clean, efficient, modern and green mass transport system in Cagayan de Oro. The acquisition will increase the investment portfolio of the Company and will increase revenue from the return on the investment in the future.
Terms and conditions of the joint venture
Amount of investment and/or interest by the parties involved

GET and ABCI will each own Twenty-Two Million Five Hundred Thousand (22,500,000) shares of JV Co. at the beginning, or an equal 50% of the outstanding capital stock of JV Co.
Provisions on profit-sharing, arrangements on management and operations

Unless otherwise agreed upon by the Parties, ABCI and GET shall continue to retain an equal shareholding ratio of 50%-50% in JV Co. Any dividends generated by JV Co. from available retained earnings after each fiscal year from both transport and advertising operations shall be split equally by ABCI and GET.

The JV Co. will be responsible for the provision, management, service, maintenance, and operation of the fleet of COMET electric vehicles for the ABC Electric Shuttle Service in Cagayan de Oro. The JV Co. will also offer the COMET electric vehicles as an effective marketing tool and platform for media and transit advertising for third parties. It shall make use of the GETPASS Transport Ecosystem as a fleet and passenger management and monitoring system for the ABC Electric Shuttle Service.

The officers of the JV Co. shall consist of a Chairman, a President, a Treasurer, a Corporate Secretary, and such other officers whose powers and duties shall be provided by the Board of Directors. The officers of the JV Co. shall be elected by the Board upon nomination of the Party specified below:

Chairman GET
President ABCI
Treasurer GET
Secretary ABCI
Conditions precedent to closing of transaction, if any

None
Other salient features of the joint venture agreement

None
Identity and/or corporate background of the parties to the transaction, including the following
Name Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
GET Philippines, Inc. Operator for Electric Shuttle Services None
Effect(s) on the business, financial condition and operations of the Issuer, if any

The acquisition of shares by ABCI in the joint venture company (JV Co.) to be incorporated by GET for the Electric Shuttle Service will provide the commuting public with a clean, efficient, modern and green mass transport system in Cagayan de Oro. The acquisition will increase the investment portfolio of the Company and will increase revenue from the return on the investment in the future.
Other Relevant Information

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Filed on behalf by:
Name Allan Ace Magdaluyo
Designation Senior Finance Manager/Corporate Information Officer/Compliance Officer