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
CLASS "A" COMMON
292,610,118
CLASS "B" COMMON
1,892,175,351
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.
F & J Prince Holdings CorporationFJP
PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Amendment of the Seventh Article of the Articles of Incorporation
Background/Description of the Disclosure
At the meeting of the Board of Directors held on 29 January 2026, the amendment of the Seventh Article of the Articles of Incorporation to remove the classification of common shares was approved. 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 special stockholders meeting held on the same day.
Date of Approval by Board of Directors
Jan 29, 2026
Date of Approval by Stockholders
Jan 29, 2026
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 No.
From
To
Seventh
SEVENTH: That the capital stock of the said corporation is ONE BILLION PESOS (P1,000,000,000.00) Philippine Currency, and said capital stock is divided into One Billion (1,000,000,000) shares having a par value of One Peso (1.00) Philippine Currency per share. All of the share of the capital stock of the corporation shall be common shares, all with the same rights and privileges. The first shall be classified as Class “A”, consisting of SIX HUNDRED MILLION (600,000,000) shares valued at SIX HUNDRED MILLION PESOS (P600,000,000) which shall be issued solely to Filipino citizens. The second shall be classified as Class “B”, consisting of FOUR HUNDRED MILLION (400,000,000) shares valued at FOUR HUNDRED MILLION PESOS (P400,000,000) which x x x
SEVENTH: That the capital stock of the said corporation is ONE BILLION PESOS (P1,000,000,000.00) Philippine Currency, and said capital stock is divided into One Billion (1,000,000,000) shares having a par value of One Peso (1.00) Philippine Currency per share. All of the share of the capital stock of the corporation shall be common shares, all with the same rights and privileges. No shareholder of this corporation shall have any preemptive or preferential right to subscribe for any increase thereof that may lawfully authorized.
Rationale for the amendment(s)
The amendment of the Seventh Article of the Articles of Incorporation of the Corporation is pursuant to SEC Memorandum Circular No. 10, Series of 2025, which mandates the declassification of Class “A” and Class “B” common shares for all listed companies, and that affected companies, such as F&J, are directed to amend their Articles of Incorporation within one (1) year from the circular’s effective date, or until August 2026.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC
TBA
Expected date of SEC approval of the Amended Articles of Incorporation
TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
The declassification of shares will promote market efficiency, transparency, and equitable shareholder treatment within publicly listed Companies.