C08186-2025

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)
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 City Postal Code 1226
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) 429,568,838
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. The Board approved on August 26, 2025 the amendment to the Article 1 Section 1 of the Amended By-laws of the Company on the increase of authorized capital stock of the Company.
2. Stockholders' approved on November 18, 2025 the amendment to the Article 1 Section 1 of the Amended By-laws of the Company on the increase of authorized capital stock of the Company.
Background/Description of the Disclosure

This amendment is due to the approval by the Stockholders during the Company's Annual Stockholders Meeting held on November 18, 2025, increasing by SEVEN HUNDRED NINETY FIVE MILLION FIVE HUNDRED EIGHTY FOUR THOUSAND FOUR HUNDRED SIXTY PESOS (Php795,584,460.00) or SEVEN HUNDRED NINETY FIVE MILLION FIVE HUNDRED EIGHTY FOUR THOUSAND FOUR HUNDRED SIXTY (795,584,460) shares the Authorized Capital Stock of the Company. This increase includes the FORTY FIVE MILLION PESOS (Php45,000,000.00) or FORTY FIVE MILLION (45,000,000) shares capital increase previously approved by the Board on March 21, 2018 and by the Stockholders on November 8, 2018 which did not push through since the transaction with the investor did not materialize. The proposed increase approved by the Board on August 29, 2024 and by the Stockholders on December 20, 2024 by TWO BILLION FOUR HUNDRED MILLION PESOS (Php2,400,000,000.00) or TWO BILLION FOUR HUNDRED MILLION (2,400,000,000) shares was not undertaken due to lack of material time to complete requirements for stock rights offering within six (6) months from Stockholders’ approval.
Date of Approval by Board of Directors Aug 26, 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 of the Amended By-Laws Authorized Capital Stock amounting to Php784,800,000 or 784,800,000 shares consisting of Php430,380,000 or 430,380,000 Common Class A shares, Php286,920,000 or 286,920,000 Common Class B shares and Php67,500,000 or 19,652,912 Convertible Preferred Class A shares. Authorized Capital Stock amounting to Php1,580,384,460 or 1,580,384,460 shares consisting of Php907,730,675 or 907,730,675 Common Class A shares, Php605,153,785 or 605,153,785 Common Class B shares and Php67,500,000 or 19,652,912 Convertible Preferred Class A shares.
Rationale for the amendment(s)

In the regular meeting of the Board of Directors on August 26, 2025, the board approved the increase in Authorized Capital Stock from Php784,800,000.00 to Php1,580,384,460.00.  The increase of SEVEN HUNDRED NINETY FIVE MILLION FIVE HUNDRED EIGHTY FOUR THOUSAND FOUR HUNDRED SIXTY PESOS (PHP795,584,460.00) is inclusive of the Php45,000,000.00) capital increase previously approved by the Board on March 21, 2018 and by the Stockholders on November 8, 2018 which did not push through since the transaction with the investor did not materialize.  The increase consists of FOUR HUNDRED SEVENTY SEVEN MILLION THREE HUNDRED FIFTY THOUSAND SIX HUNDRED SEVENTY FIVE (477,350,675) SHARES OF Common Class A and THREE HUNDRED EIGHTEEEN MILLION TWO HUNDRED THIRTY THREE THOUSAND SEVEN HUNDRED EIGHTY FIVE (318,233,785) shares of Common Class B, both with par value of ONE PESO (Php1.00).  The increase is for the purposes of issuing stock dividends,  subscribed shares, and stock rights in the future.  This supersedes Board approval last August 29, 2024, which was approved by stockholders on December 20, 2024 but was not undertaken due to lack of material time to complete requirements for stock rights offering within six (6) months from stockholders’ approval.  The said matter was approved by stockholders representing at least two-thirds (2/3) of the outstanding capital stock of the Company in its recently concluded Annual Stockholders' Meeting held on November 18, 2025.
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 increase the Authorized Capital Stock of the Company to 1,512,884,460 common shares.     
Other Relevant Information

The amendment is due to the following:

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 on the attached disclosure under SEC Form 17-C dated August 26, 2025 on the Board approval.
3. Please refer to item no. 5 on the attached results of annual stockholders' meeting and organizational meeting of the board of directors of the Company for the Stockholders' approval.
Filed on behalf by:
Name HERMOGENE REAL
Designation Corporate Secretary