C08475-2025

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)
Dec 3, 2025
2. SEC Identification Number
PW-937
3. BIR Tax Identification No.
00039143800000
4. Exact name of issuer as specified in its charter
EEI CORPORATION
5. Province, country or other jurisdiction of incorporation
MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
20th Floor, RCBC Plaza Tower 2, 6819 Ayala Ave., Bel-Air, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(02) 8334-2677
9. Former name or former address, if changed since last report
No. 12 Manggahan St., Bagumbayan, Quezon City 1110
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 1,036,281,485
EEIPB 45,000,000
11. Indicate the item numbers reported herein
N/A

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.

EEI CorporationEEI

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

Share swap between EEI and EEI Ventures, Inc. for the acquisition of 300,000,000 shares of EVI in exchange for 100% shares of EEI in EEI Limited and EEI Realty Corporation.
Background/Description of the Disclosure

The Board of Directors approves the consolidation of two wholly owned subsidiaries of the Corporation, EEI Limited and EEI Realty Corporation (ERC), under EEI Ventures, Inc. (EVI), the Company’s designated investment and holding company for its real estate and emerging businesses by way of a Share Swap Agreement whereby EVI will issue 300,000,000 shares to EEI in exchange for 100% of EEI Limited and ERC.

ERC is a wholly owned subsidiary of EEI engaged in real estate business. EEI Limited is a wholly owned subsidiary of EEI registered under the laws of the British Virgin Islands. It is primarily engaged to purchase or otherwise acquire and undertake the whole or any part of the business, goodwill, assets and liabilities of any person, firm or company
Date of Approval by
Board of Directors		 Dec 3, 2025
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The move is intended to sharpen strategic focus, improve governance, and enhance long-term value creation. By placing these subsidiaries under EVI, the Group can clearly separate its core construction operations from new growth platforms. This structure provides better alignment of strategy and capital allocation, while allowing real estate and other ventures to develop at a pace and scale suited to their markets.

The consolidation also supports more efficient capital raising, as investors are increasingly drawn to “pure-play” business units. Housing non-construction assets under EEI Ventures makes it easier to attract strategic partners or explore future financing options without affecting the parent company’s balance sheet.

Finally, the structure provides strategic flexibility for the future—whether through partnerships, joint ventures, or an eventual listing—while keeping the Group’s construction operations focused and protected.
Details of the acquisition or disposition
Date TBA
Manner

EEI and EVI will enter into a Share Swap Agreement whereby EVI will issue 300,000,000 shares to EEI in exchange for 3,362,000 shares in ERC and 1,689,822 shares in EEI Limited.
Description of the company to be acquired or sold

EVI is the wholly subsidiary of EEI that is designated as the investment and holding company for EEI’s real estate and emerging businesses.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 300,000,000
Percentage to the total outstanding shares of the company subject of the transaction 30
Price per share PhP22.33
Nature and amount of consideration given or received

The shares in EVI will be paid thru for 3,362,000 shares in ERC and 1,689,822 shares in EEI Limited.
Principle followed in determining the amount of consideration

Price per share was arrived at by taking into account the book value of the swapped shares based on the latest interim financial statements.
Terms of payment

Payment is in full.
Conditions precedent to closing of the transaction, if any

None.
Any other salient terms

The Share Swap is subject to the approval of the Securities and Exchange Commission pursuant to Section 61 of the Revised Corporation Code.
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
EEI Ventures, Inc. (EVI) EVI is a wholly owned subsidiary of the Issuer. sHenry D. Antonio, the Chairman of EVI, is President and CEO of the Issuer. Toni Venette R. Picar, President of EVI, is a director and Vice President of the Issuer. Violy B. Acevedo is a director of EVI and CFO of the Issuer. Jocelyn R. Dimailig is Treasurer of both EEI and EVI. Iannoel V. Mondragon is the Corporate Secretary of both EEI and EVI. Ellaine Anne L. Bernardino is the Asst. Corporate Secretary of both EEI and EVI.
Effect(s) on the business, financial condition and operations of the Issuer, if any

No effect on the business, financial condition and operations of the issuer.
Other Relevant Information

None.
Filed on behalf by:
Name Teresita Salazar
Designation Sr. Legal Services Officer