C08490-2025

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 Avenue, 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
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

Acquisition of Liabilities of First Orient International Ventures Corporation in exchange for Shares
Background/Description of the Disclosure

The Board of Directors approves the acquisition of the liabilities of First Orient International Ventures Corporation (FOIVC), its wholly owned subsidiary, amounting to PhP 11,415,182,041.00 in exchange for unissued shares in FOIVC.

The assignment of the liabilities shall be subject to the consent of the creditors while the issuance of the shares in FOIVC in exchange for the assignment of liabilities is subject to approval of the Securities and Exchange Commission.
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 assignment of a FOIVC’s liabilities to the parent in exchange for shares strengthens the subsidiary’s balance sheet, improves creditworthiness, and enhances operational flexibility, while allowing the parent to formalize capital support and increase its ownership stake. This structure optimizes group financing and simplifies future restructuring, all while maintaining a fair exchange of value and improving long-term strategic control.
Details of the acquisition or disposition
Date TBA
Manner

FOIVC and EEI will execute a Deed of Assignment wherein EEI will step into the shoes of FOIVC and assume its obligation to its creditors. EEI and FOIVC will likewise execute a separate Subscription Agreement for 53,195 shares in FOIVC in exchange for assuming FOIVC’s obligations.

FOIVC and EEI estimate to complete the Deed of Assignment within one to two weeks. Once executed, FOIVC and EEI can proceed with the Subscription Agreement. The Subscription Agreement will thereafter be submitted to the Securities and Exchange Commission for approval pursuant to Section 61 of the Revised Corporation Code.
Description of the company to be acquired or sold

First Orient International Ventures Corporation (FOIVC) is a wholly owned subsidiary of EEI engaged in the business of acquiring, using, improving, developing, selling, leasing and holding real estate property for investment and other purposes.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 53,195
Percentage to the total outstanding shares of the company subject of the transaction 53
Price per share PhP214,591.26
Nature and amount of consideration given or received

The shares shall be paid by way of acquiring the liabilities of FOIVC in the total amount of PhP 11,415,182,041.00
Principle followed in determining the amount of consideration

The total liabilities assumed by EEI is based on the latest audit financial statements of FOIVC. The total is thereafter divided over the number of available unissued shares of FOIVC.
Terms of payment

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

Consent of the creditors to the assignment of the liabilities.
Any other salient terms

-
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
First Orient International Ventures Corporation (FOIVC) Wholly owned subsidiary of the Issuer. Henry D. Antonio, the Chairman of FOIVC, is President & CEO of the Issuer. Toni Venette R. Picar, President of FOIVC, is a director and VP of the Issuer. Violy B. Acevedo and Victor G. Perez are directors of FOIVC and also CFO and SVP, Head of Subsidiaries, respectively, of the Issuer. Jocelyn R. Dimailig is Treasurer of both EEI and FOIVC. Iannoel V. Mondragon is the Corp. Secretary and Ellaine Anne L. Bernardino is the Asst. Corp. Sec.of both EEI and FOI
Effect(s) on the business, financial condition and operations of the Issuer, if any

With the assignment of the liabilities, EEI now has better opportunities to manage the debt at the consolidated level. Likewise, the improvement of the subsidiary’s financial position opens the door to potential opportunities for joint ventures and other strategic partnerships.
Other Relevant Information

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