At the Special Meeting held on 2 September 2026, the Board of Directors of Alliance Select Foods International, Inc. (the “Corporation”) approved the following matters: Equity Restructuring and Reduction in Par Value Subject to stockholders’ and regulatory approvals, an equity restructuring involving the reduction of the par value of the Corporation’s common shares from Php0.50 per share to Php0.10 per share through a decrease in authorized capital stock, as follows: From: One Billion Five Hundred Million Pesos (Php1,500,000,000.00) divided into Three Billion (3,000,000,000) common shares with a par value of Fifty Centavos (Php0.50) per share. To: Three Hundred Million Pesos (Php 300,000,000.00) divided into Three Billion (3,000,000,000) common shares with a par value of Ten Centavos (Php0.10) per share. The equity restructuring is intended to strengthen the Corporation’s financial position, address its accumulated deficit, and provide additional capacity for future equity funding. Application of Additional Paid-In Capital Against Accumulated Deficit Subject to stockholders’ and regulatory approvals and applicable accounting requirements, the reduction in the par value of the Corporation’s common shares from Php0.50 to Php0.10 per share will result in additional paid-in capital (“APIC”) of approximately US$21.4 million, which will be applied against the Corporation’s accumulated deficit as part of the equity restructuring. The application of the resulting APIC against the accumulated deficit is intended to improve the Corporation’s capital structure and financial flexibility. Amendment of the Articles of Incorporation Subject to stockholders’ and regulatory approvals, the Corporation’s Articles of Incorporation shall be amended to reflect the approval of the decrease in the par value of its common shares from Php0.50 to Php0.10 per share. As a result of the reduction in par value, the Corporation’s authorized capital stock of Php1.5 billion will be decreased to Three Hundred Million Pesos (PhP300mn) divided into 3 billion common shares with a par value of Php0.10 per share, from the present 3 billion common shares with a par value of Php0.50 per share. Increase in Authorized Capital Stock Subject to stockholders’ and regulatory approvals, the Corporation’s Articles of Incorporation shall be subsequently amended to reflect the approval of an increase in authorized capital stock from Three Hundred Million Pesos (PhP300,000,000) to One Billion Five Hundred Million Pesos (PhP1,500,000,000) divided into Fifteen Billion (15,000,000,000) common shares with par value of PhP0.10 per share. Private Placement/ Subscription by Strongoak, Inc. Subject to stockholders’ and regulatory approvals, Strongoak, Inc., the Corporation’s parent company, shall subscribe to Six Billion (6,000,000,000) common shares of the Corporation at a subscription price of Php0.11 per share, for an aggregate subscription price of Php660 million, in support, and to be issued out, of the increase in the authorized capital stock.
Following the issuance of the subscription shares, the Corporation will have approximately 8.5 billion issued and outstanding common shares, with approximately 6.5 billion authorized but unissued common shares remaining available for future issuance. Additional Listing of Subscription Shares Subject to the requisite stockholders’ and regulatory approvals and completion of the aforesaid subscription, the Corporation shall apply with the Philippine Stock Exchange and other relevant regulatory agencies, as may be necessary, for the additional listing of the Six Billion (6,000,000,000) common shares to be issued to Strongoak, Inc. pursuant to the subscription.
Special Stockholders’ Meeting The Board likewise approved the holding of a Special Stockholders’ Meeting for the purpose of submitting the foregoing matters requiring stockholders’ approval for their consideration and approval. |