C04665-2025

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)
Jun 27, 2025
2. SEC Identification Number
A1996-11593
3. BIR Tax Identification No.
005-038-428-000
4. Exact name of issuer as specified in its charter
MANILA WATER COMPANY, INC.
5. Province, country or other jurisdiction of incorporation
Quezon City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
MWSS Administration Building, No. 489 Katipunan Road, Balara, Quezon City Postal Code 1105
8. Issuer's telephone number, including area code
09171547921
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 2,601,499,272
Preferred (Unlisted) 3,563,756,068
11. Indicate the item numbers reported herein
-

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.

Manila Water Company, Inc.MWC

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

Manila Water Company, Inc. (“MWC”) acquires 100% ownership interests in WawaJVCo, Inc. (“WawaJVCo”) from PrimeInfrastructure Inc. (“PII”) and minority shareholders.
Background/Description of the Disclosure

WawaJVCo was established to develop, operate and maintain the Wawa Bulk Water Supply Project, a criticalinfrastructure initiative designed to augment Metro Manila’s raw water supply. Its asset portfolio includes the TayabasanWeir, located in Antipolo, and the Upper Wawa Dam, in Rodriguez, both in Rizal with current contracted capacity of 518million liters per day (mld) and additional available capacity of up to 200 mld. The facility currently transports water fromthe Upper Wawa Dam to the downstream Calawis treatment facility of MWC, and will supply water to the Kaysakat andPasig treatment facilities once completed.

On 06 August 2019, WawaJVCo signed a 30-year Bulk Water Supply Agreement with Metropolitan Waterworks andSewerage System and MWC. Said agreement provides for a take-or-pay arrangement with MWC for 518 mld until 2050.

The Wawa Bulk Water Supply Project currently delivers a committed volume of 80 mld, from the Tayabasan Weir to theMWC Water treatment plant in Antipolo.
Date of Approval by
Board of Directors		 Jun 27, 2025
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition is financially accretive to MWC and is strategically aligned with its long-term operational and watersecurity objectives.

In anticipation of the full operation of the Upper Wawa Dam, it has been determined that MWC is best placed to directlymanage, operate, and optimize the Upper Wawa Dam to ensure technical compatibility, system efficiency, andoperational synergies. This will provide greater focus and flexibility in water resource allocation, while allowing for moreefficient operations and overall cost management of the facility.
Details of the acquisition or disposition
Date Aug 29, 2025
Manner

Execution of a Share Purchase Agreement with closing date of August 29, 205
Description of the company to be acquired or sold

WawaJVCo is a special purpose vehicle (SPV) that is majority-owned by PII, MWC’s indirect parent company.WawaJVCo was established to develop, operate, and maintain the Wawa Bulk Water Supply Project.
The terms and conditions of the transaction
Number of shares to be acquired or disposed -
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share see below
Nature and amount of consideration given or received

Number of shares to be acquired or disposed:
3,048,780 common shares
4,760,618 non-voting preferred shares
Php1,534,717,807 of deposits for future stock subscription (“DFSS”) for non-voting preferred shares to be issued

Price per share:

Common:
Php11,202.8321448 for shares of majority
Php6,377.78 for shares of minority

Preferred: Php1,000

The total purchase price for the shares is about Php37.8 Billion.
Principle followed in determining the amount of consideration

Negotiated amount between buyer and seller based on financials and supported by independent valuation by a third-party auditing firm.
Terms of payment

Initial payment to be made upon Closing, while the balance shall be paid in installments, to be agreed upon by the partiesin the definitive agreement.
Conditions precedent to closing of the transaction, if any

Customary conditions precedent for transactions of similar nature (e.g., submission of corporate approvals and other third-party consents).
Any other salient terms

None
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
Prime Infrastructure Inc.("PII") PII owns 100% of Trident Water Company Holdings, Inc., which owns 56.91% of theoutstanding common stock of the Issuer. PII and MWC have the same Chairman of theBoard of Directors
San Lorenzo Ruiz Builders &Developers Group, Inc. -
Samuel Occena, Jr. -
Effect(s) on the business, financial condition and operations of the Issuer, if any

See above rationale for the transaction including the benefits which are expected.
Other Relevant Information

None
Filed on behalf by:
Name Amabelle Asuncion
Designation Chief Legal Officer and Chief Compliance Officer