| C08183-2025 |
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.
Benguet CorporationBC| Subject of the Disclosure |
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Declassification of Common Class A and Common Class B shares of Benguet Corporation |
| Background/Description of the Disclosure |
On August 7, 2025, the Securities and Exchange Commission (SEC) issued Memorandum Circular No. 10, Series of 2025, entitled “Repeal of the Rules Allowing the Trading of “B” Shares on the Regular Board and Requiring Buyers To Accept Either “B” or “A” Certificates.” The Circular requires the Company to amend its Articles of Incorporation and By-Laws within one (1) year from its effectivity. At the regular board meeting held today, November 18, 2025, the Board of Directors approved the declassification of Common Class A and Class B shares, and the corresponding amendments to Article Seventh of the amended Articles of Incorporation and Article I, Section 1, and Article 3, Sections 5 and 6 of the amended By-Laws. The matter was also approved by the stockholders representing at least two-thirds of the outstanding capital stock of the Company in its recently concluded 2025 Annual Stockholders Meeting held on the same day. |
| Date of Approval by Board of Directors | Nov 18, 2025 |
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| Date of Approval by Stockholders | Nov 18, 2025 |
| Date of Approval by Securities and Exchange Commission | TBA |
| Reason or purpose of the declassification of shares |
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The reason for declassification is to promote market efficiency, transparency, and equitable shareholder treatment within publicly listed Companies. |
Effects on Capital Structure
Procedure(s) for updating stock certificates
| Name | Stock Transfer Service, Inc |
|---|---|
| Address | 34th Floor, Unit D., Rufino Pacific Tower, 6784 Ayala Avenue, Makati City |
| Contact Person | Ms. Marites F. Yumol/Mr. Michael C. Capoy (632) 403-2410/ 403-2412 / 403-3433 |
| Start Date | TBA |
|---|---|
| End Date | TBA |
| Individual Shareholders |
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Individual shareholders should submit a photocopy of two (2) valid identification cards, one of which must be government issued, bearing the stockholder’s photograph and specimen signature (“Proof of Identity”). |
| Corporate Shareholders |
Corporate/Firm shareholders should submit the following: a) photocopies of the latest Articles of Incorporation/Partnership; b) notarized copy of Secretary’s Certificate designating the authorized representative(s) of the corporate stockholder, and c) photocopy of the authorized representative(s) valid identification cards bearing his/her photograph and specimen signature. |
| Date of availability of new stock certificates | TBA |
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| Procedures in case of lost stock certificates |
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In case of lost stock certificate/s, the stockholder of record is required to submit a notarized Affidavit of Loss and an Affidavit of Publication certifying that the publication in a newspaper of general circulation in the Philippines was made once a week for three (3) consecutive weeks. A sample cut-out of the published details of the stock certificate must accompany the Affidavit of Publication. Issuance of new Stock Certificate(s) will be made after one (1) year from the last date of publication. If the stockholder wishes to expedite the issuance of new Stock Certificate/s, a surety bond issued by a reputable insurance company must be submitted to the Company, insuring 100% of the market value of that lost shares. |
| Other Relevant Information |
1. Additional Requirements – For assignees, transferees, successors, executors, administrators, trustees or agents of Shareholders of record, a copy of the documents evidencing the transfer of Shares and Proof of Identification of the person purporting to be such assignee, transferee, successor, executor, administrator, trustee or agent shall likewise be required. |
| Name | HERMOGENE REAL |
|---|---|
| Designation | Corporate Secretary |