C05082-2025

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)
Jul 15, 2025
2. SEC Identification Number
CS200909233
3. BIR Tax Identification No.
007-315-916
4. Exact name of issuer as specified in its charter
ALTERNERGY HOLDINGS CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Level 3B, 111 Paseo de Roxas Building, Paseo de Roxas Avenue corner Legazpi Street, Legaspi Village, Makati City Postal Code 1229
8. Issuer's telephone number, including area code
+632 8813 4678
9. Former name or former address, if changed since last report
NA
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 3,933,840,480
Perpetual Preferred 1 370,398,637
Perpetual Preferred 2-Series A 100,000,000
11. Indicate the item numbers reported herein
Item 6 – Changes in Securities and Item 9 – Other Events

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.

Alternergy Holdings CorporationALTER

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Alternergy Holdings Corporation ("ALTER" or the "Corporation"), in a meeting of its Board of Directors held on 15 July 2025, approved the amendment of Article Seventh of its Amended Articles of Incorporation to reflect the creation of new classes of Perpetual Preferred Shares 2 by way of reclassifying the existing Common Shares.
Background/Description of the Disclosure

ALTER, in anticipation of upcoming capital raising exercise, through its Board of Directors in a meeting dated 15 July 2025, approved the creation of new classes of Perpetual Preferred Shares 2 by way of reclassifying the existing Common Shares of ALTER such that the current Ten Billion Four Hundred Six Million Two Hundred Ninety One Thousand One Hundred Sixty (10,406,291,160) Common Shares shall be re-classified as follows:

(a) Nine Billion Nine Hundred Six Million Two Hundred Ninety One Thousand One Hundred Sixty (9,906,291,160) Common Shares with a par value of Ten Centavos (PhP0.10) per share;

(b) One Hundred Million (100,000,000) Perpetual Preferred Shares 2 – Series D with a par value of Ten Centavos (PhP0.10) per share;

(c) One Hundred Million (100,000,000) Perpetual Preferred Shares 2 – Series E with a par value of Ten Centavos (PhP0.10) per share;

(d) One Hundred Million (100,000,000) Perpetual Preferred Shares 2 – Series F with a par value of Ten Centavos (PhP0.10) per share;

(e) One Hundred Million (100,000,000) Perpetual Preferred Shares 2 – Series G with a par value of Ten Centavos (PhP0.10) per share; and

(f) One Hundred Million (100,000,000) Perpetual Preferred Shares 2 – Series H with a par value of Ten Centavos (PhP0.10) per share.

All the current issued and outstanding Common Shares shall remain as Common Shares and shall have the same rights as the current Common Shares of the Corporation.

The Perpetual Preferred Shares 2 – Series D to H shall have the same features as the existing Perpetual Preferred Shares 2 – Series A to C of the Corporation.
Date of Approval by
Board of Directors		 Jul 15, 2025
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable NA
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
SEVENTH xxx divided into 10,406,291,160 common shares with a par value of PhP 0.10 per share and 1,481,594,548 preferred shares with a par value of PhP 0.10 per share where Preferred shares are subdivided into 1,181,594,548 Perpetual Preferred 1 and 300,000,000 Perpetual Preferred 2 (PPS 2) shares, divided into 100,000,000 PPS 2- Series A, 100,000,000 PPS 2- Series B, and 100,000,000 PPS 2- Series C shares. xxx divided into 9,906,291,160 common shares with a par value of PhP 0.10 per share and 1,981,594,548 preferred shares with a par value of PhP 0.10 per share where Preferred shares are subdivided into 1,181,594,548 Perpetual Preferred 1 and 800,000,000 Perpetual Preferred 2 (PPS 2) shares, divided into 100,000,000 PPS 2- Series A, 100,000,000 PPS 2- Series B, 100,000,000 PPS 2- Series C, 100,000,000 PPS 2- Series D, 100,000,000 PPS 2- Series E, 100,000,000 PPS 2- Series F, 100,000,000 PPS 2- Series G, and 100,000,000 PPS 2- Series H
Rationale for the amendment(s)

The creation of new classes of Perpetual Preferred Shares 2 by way of reclassifying the existing Common Shares of ALTER is in anticipation of the Corporation’s further capital raising exercise to fund future projects of the Corporation through its subsidiaries and affiliates.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The creation of new classes of Perpetual Preferred Shares 2 by way of reclassifying the existing Common Shares of ALTER will enable the Corporation and its projects to be more attractive to potential investors by offering flexibility of investment in shares with preferred rights.
Other Relevant Information

Please see items (2) and (3) in the attached executed SEC Form 17C dated 15 July 2025 as regards the foregoing matter.
Filed on behalf by:
Name Kimberly Rose Pagdilao
Designation Corporate Counsel / Deputy CIO