C02716-2025

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)
Apr 24, 2025
2. SEC Identification Number
CS200613870
3. BIR Tax Identification No.
000-346-689
4. Exact name of issuer as specified in its charter
AREIT, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
28/F Tower One and Exchange Plaza, Ayala Ave., Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(+632) 7908-3804
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 3,209,865,985
11. Indicate the item numbers reported herein
Item 9 - Other Matters

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.

AREIT, Inc.AREIT

PSE Disclosure Form 4-24 - Results of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Results of the 2025 Annual Stockholders' Meeting
Background/Description of the Disclosure

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List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person Shareholdings in the Listed Company Nature of Indirect Ownership
Direct Indirect
Anna Ma. Margarita B. Dy 1 0 -
Mariana Beatriz E. Zobel de Ayala 1 0 -
Augusto D. Bengzon 1 0 -
Jose Eduardo A. Quimpo II 1 0 -
Maria Theresa D. Marcial 1 0 -
Omar T. Cruz (Independent Director) 1 962,900 Held thru PCD
Enrico S. Cruz (Independent Director) 1 2,600,000 Held thru PCD
Sherisa P. Nuesa (Independent Director) 0 242,900 Held thru PCD
External auditor Isla Lipana & Co.
List of other material resolutions, transactions and corporate actions approved by the stockholders

The stockholders considered and approved the following:

1. Minutes of previous annual stockholders’ meeting

Resolution No. S-01-2025: “RESOLVED, to approve the minutes of the annual stockholders’ meeting held on April 23, 2024.”

2. Ratification of the acts and resolutions of the Board of Directors and Management during the preceding year

Resolution No. S-02-2025: “RESOLVED, to ratify each and every act and resolution, from April 23, 2024 until April 24, 2025 (the “Period”), of the Board of Directors (the “Board”), the Executive Committee and other Board committees exercising powers delegated by the Board, and each and every act of the officers of the Corporation, during the Period, performed in accordance with the resolutions of the Board, the Executive Committee and other Board committees as well as with the By-laws of the Corporation.”

3. Issuance of common shares in exchange for properties

Resolution No. S-03-2025: “RESOLVED, to approve the issuance of 505,890,177 primary common shares to Ayala Land, Inc. (ALI), and its subsidiaries, Accendo Commercial Corporation (Accendo), Cagayan de Oro Gateway Corporation (CDOGC), and Central Bloc Hotel Ventures, Inc. (CBHVI), in exchange of identified properties owned by ALI, Accendo, CDOGC, and CBHVI valued at Twenty Billion Nine Hundred Ninety-Four Million Four Hundred Forty-Two Thousand Three Hundred Forty-Five and 50/100 Pesos (¿20,994,442,345.50), under a property-for-share swap at an issue price of ¿41.50 per share, set at a ~2% premium over the thirty (30)-day volume weighted average price (30-day VWAP) of ¿40.68 or the prevailing Market Price.”


4. Increase in compensation of independent and non-executive directors

Resolution No. S-04-2025: “RESOLVED, as endorsed by the Board of Directors, to approve the increase in compensation of independent and non-executive directors from Forty Thousand Pesos (¿40,000.00) to Sixty Thousand Pesos (¿60,000.00) for every Board meeting attended, and from Twenty Thousand Pesos (¿20,000.00) to Thirty Thousand Pesos (¿30,000.00) for every committee meeting attended.”

5. Election of the directors (including Independent Directors)

Resolution No. S-05-2025: “RESOLVED, to elect the following as directors of the Corporation to serve as such beginning April 24, 2025 until their successors are elected and qualified:

Anna Ma. Margarita B. Dy
Mariana Beatriz E. Zobel de Ayala
Augusto D. Bengzon
Jose Eduardo A. Quimpo II
Maria Theresa D. Marcial
Omar T. Cruz (Independent Director)
Enrico S. Cruz (Independent Director)
Sherisa P. Nuesa (Independent Director)”

6. Election of Isla Lipana & Co. as our external auditor for the year 2025 and fixing of its remuneration

Resolution No. S-06-2025: “RESOLVED, as endorsed by the Board of Directors, to approve the appointment of Isla Lipana & Co. (PWC) as the external auditor of the Corporation for the year 2025 with an audit fee of Eight Hundred Eighty-Two Thousand Pesos (Php882,000.00), net of value-added tax and out-of-pocket expenses, with inflationary allowance of up to 5%.”

7. Audited Financial Statements, including noting of Annual Report

Resolution No. S-07-2025: “RESOLVED, to approve the audited financial statements of the Corporation as of December 31, 2025, as audited by the Corporation’s external auditor, Isla Lipana & Co. (PWC).”
Other Relevant Information

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Filed on behalf by:
Name Michelle Marie Valbuena
Designation Senior Compliance Manager