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)
Nov 18, 2025
2. SEC Identification Number
11341
3. BIR Tax Identification No.
000-051-037
4. Exact name of issuer as specified in its charter
Benguet Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7th Floor, Universal Re Building, 106 Paseo de Roxas, Makati CityPostal Code1226
8. Issuer's telephone number, including area code
0288121380
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
Convertible Preferred Class A (BCP)
214,788
Common Class A (BC)
429,565,838
Common Class B (BCB)
286,015,617
11. Indicate the item numbers reported herein
Item 9
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
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
1. Board approval on the amendment to the Article I, Section 1 and Article III, Sections 5 and 6 of the amended By-laws on the declassification of common class “A” and “B” shares of the Company.
2. Stockholders' approval on the amendment to the Article I, Section 1 and Article III, Sections 5 and 6 of the amended By-laws on the declassification of common class “A” and “B” shares of the Company.
Background/Description of the Disclosure
The Company hereby discloses that at its regular meeting held today, the Board of Directors approved the declassification of the Company’s Common Class “A” and “B” shares as mandated by the Securities and Exchange Commission (SEC). The Board of Directors also approved the corresponding amendments to Article I, Section 1 and Article III, Sections 5 and 6 of the amended By-laws of the Company (Annex “A” – Matrix of Proposed Amendments). The said matter was also approved by the stockholders representing at least two-thirds (2/3) of the outstanding capital stock during the recently concluded 2025 Annual Stockholders' Meeting held on the same day.
Date of Approval by Board of Directors
Nov 18, 2025
Date of Approval by Stockholders
Nov 18, 2025
Other Relevant Regulatory Agency, if applicable
N/A
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 and Section Nos.
From
To
Article I, Section 1
Please refer to pages 22 to 23 of the Matrix of Proposed Amendments attached as Annex A.
-
Article III, Sections 5 and 6
Please refer to pages 23 to 24 of the Matrix of Proposed Amendments attached as Annex A.
-
Rationale for the amendment(s)
At its regular meeting held today, the Board of Directors approved the declassification of the Company’s Common Class “A” and “B” shares as mandated by the Securities and Exchange Commission (SEC). The Board of Directors also approved the corresponding amendments to Article I, Section 1 and Article III, Sections 5 and 6 of the amended By-laws of the Company (Annex “A” – Matrix of Proposed Amendments). The said matter was also approved by the stockholders representing at least two-thirds (2/3) of the outstanding capital stock approved this matter during the 2025 Annual Stockholders' Meeting held on the same day.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
TBA
Expected date of SEC approval of the Amended By-Laws
TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
It will not affect the business and operations of the Company however, the Common Class "A" and "B" shares of the Company will now be referred to as Common Shares.
Other Relevant Information
1. The amendment of this report (PSE Disclosure Form 4-4 - Amendments to By-Laws) is mainly due to the approval of the Stockholders on the increased in authorized capital stock of the Company, 2. Please refer to the attached disclosure under SEC 17-C dated November 18, 2025 for the Board approval. 3. Please refer to item no. 6 of attached results of annual stockholders' meeting and organizational meeting of the board of directors of the Company for the stockholders' approval.