C07249-2026

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)
Oct 6, 2026
2. SEC Identification Number
PW-102
3. BIR Tax Identification No.
000-101-528-000
4. Exact name of issuer as specified in its charter
Manila Electric Company
5. Province, country or other jurisdiction of incorporation
The Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Lopez Building, Ortigas Avenue, Barangay Ugong, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(02) 8632 8014
9. Former name or former address, if changed since last report
Not Applicable
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 Shares 1,127,092,509
11. Indicate the item numbers reported herein
Item 9 (Other Events)

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.

Manila Electric CompanyMER

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

Manila Electric Company and Corporate Information Solutions, Inc. Sells its Share Interest in CIS Bayad Center, Inc.
Background/Description of the Disclosure

Please be informed that Manila Electric Company (“Meralco”) and its wholly owned subsidiary, Corporate Information Solutions, Inc. (“CIS”) have agreed to sell their respective shares in CIS Bayad Center, Inc. (“Bayad”) to Kayana Solutions, Inc. (“Kayana”). The completion of the transaction is subject to the satisfaction of certain conditions precedent.

Bayad is a provider of payment collection services offering a suite of financial products and services, through its physical and digital payment touchpoints. Bayad is owned by CIS, Kayana, and Meralco with equity interests of 85%, 10%, and 5%, respectively.

Kayana is a digital company dedicated to accelerating digital transformation in the Philippines, and is owned by PLDT Inc., Meralco, and Metro Pacific Investments Corporation with equity interests of 45%, 27.5%, and 27.5%, respectively.
Date of Approval by
Board of Directors		 Jan 26, 2026
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Payments is a pillar of the digital experience, and Kayana has the capability and is committed to improve the digital experience in the Philippines through its data-driven solutions that will support and enhance the payment, collection, and digital platform of Bayad to accommodate more transactions and customer base.

Kayana’s acquisition of Bayad, a leading payment fulfillment and collection platform, will accelerate its roadmap to support its customers and stakeholders better.
Details of the acquisition or disposition
Date TBA
Manner

Sale of the common shares held by CIS and Meralco to Kayana
Description of the company to be acquired or sold

Bayad is a subsidiary of Meralco through CIS and Kayana.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 504,948
Percentage to the total outstanding shares of the company subject of the transaction 90
Price per share 5347.08
Nature and amount of consideration given or received

PhP2,700,000,000.00 for the 504,948 common shares that are the subject of the sale transaction.
Principle followed in determining the amount of consideration

The purchase price is negotiated with reference to the valuation determined using the discounted cash flow method.
Terms of payment

An initial payment will be paid on the closing date, and the balance will be paid in April 2027.
Conditions precedent to closing of the transaction, if any

The completion of the transaction is subject to the satisfaction of certain conditions precedent, which include clearance from pertinent regulatory agencies.
Any other salient terms

None
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
Customer Information Solutions, Inc. (CIS) CIS is a wholly owned subsidiary of Manila Electric Company (Meralco). Atty. Ray C. Espinosa, who is the Chairman of the Board of CIS is also a director of Meralco. Mr. Ferdinand O. Geluz, and Ms. Betty C. Siy-Yap, who are directors of CIS, are executive officers of Meralco. Mr. Aldwin Christian C. Ang, the Treasurer of CIS, serves as the Head of Treasury of Meralco.
Manila Electric Company (Meralco) Meralco is the Parent Company of CIS. Meralco is a strategic shareholder in Kayana Solutions, Inc.
Kayana Solutions, Inc. (Kayana) Kayana is an associate of Meralco. Mr. Victorico P. Vargas, who is the Chairman of the Board of Kayana, is also a director of Meralco. Mr. Manuel V. Pangilinan, a director of Kayana, is the Chairman of the Board of Meralco. Atty. Ray C. Espinosa and Ms. June Cheryl A. Cabal-Revilla both serve as directors of Kayana and Meralco. Mr. Ferdinand O. Geluz, a director of Kayana, is an executive officer of Meralco. Mr. Roque D. Bacani is an executive officer of both Meralco and Kayana.
Effect(s) on the business, financial condition and operations of the Issuer, if any

After completion of the transaction, Bayad will be an associate of Meralco, with a 27.5% indirect interest through Kayana.
Other Relevant Information

The Board of Directors of Kayana, and CIS approved the transaction on March 25, 2026, and April 7, 2026, respectively.

The closing date will be determined upon fulfillment of certain conditions precedent.

Kayana will acquire a total of 504,948 common shares issued by Bayad. Of the total number of shares that will be acquired, 476,895 common shares are owned by CIS, while the remaining 28,053 common shares are owned by Meralco.


On October 6, 2026, the Board of Directors of Manila Electric Company approved the amendment of the date of payment during their regular board meeting as follows:

Original Payment Date: Full Payment of the acquisition cost amounting to PhP2.7 billion at closing date.
Revised Payment Date: An initial payment will be paid on the closing date, and the balance will be paid in April 2027.

Please refer to the attached disclosure.
Filed on behalf by:
Name Jocelyn Villar-Altamira
Designation Vice President and Head, Corporate Governance and Compliance