C02069-2025

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 28, 2025
2. SEC Identification Number
A200110402
3. BIR Tax Identification No.
213-054-503-000
4. Exact name of issuer as specified in its charter
SBS PHILIPPINES CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
NO. 10 RESTHAVEN STREET, SAN FRANCISCO DEL MONTE, QUEZON CITY Postal Code 1105
8. Issuer's telephone number, including area code
02 8371-1111
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 1,549,999,999
11. Indicate the item numbers reported herein
ITEM 9: OTHER ITEMS

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.

SBS Philippines CorporationSBS

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

Acquisition of additional shares in associate company by way of stock dividend payment
Background/Description of the Disclosure

Acquisition of additional 46,562,500 common shares of Cleon Phils. Holdings Corp. at its par value of P1.00 per share which were issued to the Company as stock dividends
Date of Approval by
Board of Directors		 N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The Company's Associate, Cleon Phils. Holdings Corp (CPHC), in which the Company holds a 37.25% direct shareholding percentage interest, declared a 100% stock dividend to all holders of its outstanding capital stock in November 2023, payable from the increase in its authorized capital stock (ACS Increase) upon approval of its application for the said ACS Increase by the Securities & Exchange Commission (SEC). The stock dividends were made in connection with the gains realized CPHC from its divestment of its investment property in 2020 and for the purpose of sharing some of the returns of its property related investments to its shareholders. However, as CPHC continues to explore new investment opportunities, CPHC deems it to be in its best interest and those of its shareholders to reserve its cash resources to enable it to be in a funding position that seize investment opportunities in a timely manner.
Details of the acquisition or disposition
Date Mar 24, 2025
Manner

The stock dividends issued to the Company comprise of 46,562,500 common shares with total value amounting to Forty Six Million Five Hundred Sixty Two Thousand Five Hundred (PhP 46,562,500.00). based on its par value of P1.00 per share These stock dividends were utilized as fully paid up subscription to the increase in the authorized capital stock of CPHC.

On March 28, 2025, the Company was informed by CPHC of the SEC approval of its ACS increase on March 24, 2025, following the issue and release from the SEC of its Certificate of Approval of the Capital Stock Increase on March 27, 2025
Description of the company to be acquired or sold

Cleon Phils Holdings Corp. (CPHC) was organized in January 2016 as a holding company, In August 2016, the Company acquired a 37.25% stake in CPHC in line with the Company's investment strategy to have a more diversified interests in different property holding companies exploring and investing in certain property investment opportunities. In 2020, CPHC was able to sell quickly its investment property that it acquired only in 2017 at a significant gain. CPHC continues to explore new investment opportunities.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 46,562,500
Percentage to the total outstanding shares of the company subject of the transaction 18.62
Price per share 1.00 par value
Nature and amount of consideration given or received

As the Company acquired the additional new shares of CPHC by way of stock dividends, there was no consideration paid by the Company for the additional share acquisition
Principle followed in determining the amount of consideration

As a stock dividend distribution, the shares were distributed from the unrestricted earnings of CPHC.
Terms of payment

The stock dividends issued to the Company comprise of 46,562,500 common shares, with total value amounting to Philippine Pesos: Forty Six Million Five Hundred Sixty Two Thousand Five Hundred (PhP 46,562,500.00). based on the par value of P1.00 per share These stock dividends were taken from and issued out of the increase in the authorized capital stock of CPHC following the approval of the SEC of the CPHC's application for ACS Increase, These stock dividends were utilized as fully paid up subscription to the increase in the authorized capital stock of CPHC.

On March 28, 2025, the Company was informed by CPHP of the SEC approval of its ACS increase on March 24, 2025, following the issue and release by the SEC of its Certificate of Approval of the Capital Stock Increase on March 27, 2025 to CPHC.
Conditions precedent to closing of the transaction, if any

On November 17, 2023, the Board of Directors and Shareholders of CPHC unanimously approved the declaration of stock dividends equivalent to 100% of the outstanding capital stock of CPHC, comprising of 125,000,000 common shares for a total par value of PhP 125.0 million to all of its shareholders.
Any other salient terms

These stock dividends are to be taken from the ACS Increase of CPHC and used as the shareholders' subscription to satisfy the minimum share subscription requirement for the ACS Increase prescribed under Section 37 of the Revised Corporation Code.
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
Cleon Phils. Holdings Corp. CPHC is owned 53% by the Company’s substantial shareholder, Anesy Holdings Corporation, 2.94% by Ms. Aylene Y. Sytengco, Director, CFO & Treasurer, 2.63% by Mr. Necisto Y. Sytengco II, Director and SVP for Marketing Operations; and 2.63% by their sibling, Mr. Ned Bryan Y. Sytengco, 1.5% by Ms Lali Y, Sytengco, Director & VP for Supply Chain and 0.06% by Mr. Esmeraldo A. Tepace, Director & COO.
Effect(s) on the business, financial condition and operations of the Issuer, if any

The stock dividends increased the Company's total shareholding in CPHC to 93,125,000 common shares and at the same time retained its 37.25% percentage ownership of the Company in CPHC. The additional investment in shares will bring about some increase in the overall amount of investments in subscriptions of Company's non-current assets.
Other Relevant Information

This amends the Company disclosure under Circular No. C03698-2017 on the total investment and shareholdings of the Company in Cleon Phils Holdings Corp..
Filed on behalf by:
Name CHRISTINE BASE
Designation CORPORATE SECRETARY