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)

Mar 25, 2023

2. SEC Identification Number

PW-305

3. BIR Tax Identification No.

000-067-618

4. Exact name of issuer as specified in its charter

Keppel Philippines Properties, Inc.

5. Province, country or other jurisdiction of incorporation

Metro Manila

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

18th Floor, Units 1802B-1803, The Podium West Tower, 12 ADB Avenue, Ortigas Center, Mandaluyong City Postal Code 1550

8. Issuer's telephone number, including area code

(02) 8584-6170

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	293,828,900

11. Indicate the item numbers reported herein

2

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.

Keppel Philippines Properties, Inc.KEP

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Sale of all shares (Sale Shares) owned by Keppel Philippines Properties, Inc. (KEP) in SM Keppel Land, Inc. (SMKL) (Divestment)
Background/Description of the Disclosure
Sale of all shares owned by KEP constituting 40% interest in SMKL to BDO Unibank, Inc. (BDO). KEP has 174,328,000 common shares and 29,121,200 redeemable preferred shares in SMKL. Together with KEP, Opon-KE Properties, Inc. (OKEP) will also be selling all its shares in SMKL, constituting 10% interest in SMKL, to BDO. KEP, OKEP and BDO are stockholders in SMKL.

Date of Approval by Board of Directors	Mar 25, 2023

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
This Divestment is in line with Keppel’s Vision 2030 asset monetization plans to unlock capital which can be channeled towards new growth opportunities.

Details of the acquisition or disposition

Date	TBA

Manner
Direct Sale of Shares
Description of the company to be acquired or sold
SMKL is engaged in the development, operation and management of The Podium West Tower and The Podium Mall located at ADB Avenue, Ortigas Center, Mandaluyong City.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	203,449,200
Percentage to the total outstanding shares of the company subject of the transaction	40
Price per share	AdjustedNet AssetValue at completion of Divestment

Nature and amount of consideration given or received
KEP will sell 174,328,000 common shares and 29,121,200 redeemable preferred shares based on the adjusted net asset value of SMKL and will be collected in cash upon completion of the Divestment.
Principle followed in determining the amount of consideration
The consideration was arrived at on a willing-buyer, willing-seller basis, taking into account, among others, the agreed value of The Podium West Tower and The Podium Mall and the net asset value of the Sale Shares.
Terms of payment
Payment in full upon completion of the divestment of the Sale Shares.
Conditions precedent to closing of the transaction, if any
The conditions precedent include, but not limited to, obtaining of the requisite regulatory approvals and shareholders' approval of KEP and OKEP for the Divestment.
Any other salient terms
The 203,449,200 "Number of shares to be acquired or disposed" supplied above consists of 174,328,000 common shares and 29,121 200 redeemable preferred shares of SMKL (Sale Shares).

Identity of the person(s) from whom the shares were acquired or to whom they were sold

Name	Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
BDO Unibank, Inc.	Joint Venture Partner

Effect(s) on the business, financial condition and operations of the Issuer, if any
This Divestment is in line with Keppel’s Vision 2030 asset monetization plans to unlock capital which can be channeled towards new growth opportunities.
Other Relevant Information
Please see attached SEC Form 17-C.