Alliance Select Foods International, Inc.FOOD

Equity Restructuring of FOOD

At the Special Meeting of Stockholders held today, on 15 October 2026, stockholders representing 81.42% of the outstanding capital stock of Alliance Select Foods International, Inc. (the “Corporation”) approved the following matters:

1. Approval of Equity Restructuring and Reduction in Par Value

Subject to 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.

2. Approval of Application of Additional Paid-In Capital Against Accumulated Deficit

Subject to 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.

3. Approval of Amendments of the Articles of Incorporation

Subject to regulatory approvals, the Corporation’s Third and Seventh Articles of Incorporation shall be amended to:

(a) 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; and,

(b) Transfer the Corporation’s principal address from Suite 1205 Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City, Metro Manila to Third Floor, Keyland Valero, 114 Valero Street, Salcedo Village, Barangay Bel-Air, Makati City, Metro Manila.

4. Approval of Increase in Authorized Capital Stock

Subject to regulatory approvals, the Corporation’s Seventh Article 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) divided into 3 billion common shares with a par value of Php0.10 per share, to One Billion Five Hundred Million Pesos (PhP1,500,000,000) divided into Fifteen Billion (15,000,000,000) common shares with a par value of PhP0.10 per share.




5. Approval of Private Placement/ Subscription by Strongoak, Inc.

Subject to 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.

6. Approval of Additional Listing of Subscription Shares

Please see attached SEC Form 17-C.

The additional funds will enable the Company to pare down its existing debt, reduce leverage and interest costs, finance medium-term growth, and fund selected capital expenditures.

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Figures and information reported herein are based on the cut-off date of June 30, 2026. The financial statements as of and for the period ended June 30, 2026 are currently undergoing audit and are expected to be completed on or about September 22, 2026.
Par Value, Authorized Capital Stock, Total Stockholders' Equity, and Treasury Shares are reported in Philippine Peso (¿), while Additional Paid-in Capital (APIC) and Deficit are reported in United States Dollar (US$). APIC and Deficit are reported in US Dollars to be consistent with FOOD's financial statements and reports. As a multinational company with global operations, FOOD uses the US Dollar as its functional and reporting currency.
The exchange rate used is based on the share capital conversion rate adopted when FOOD's financial reports were first presented in US Dollars, at Php46.60 to US$1.00.

This disclosure is amended to include the statement regarding the ongoing audit of the Company’s financial statements and the expected completion thereof on or about September 22, 2026.

This disclosure is subsequently amended to reflect the proposed increase in the Company's listed shares from 2,500,000,000 shares to 8,500,000,000 shares. The additional 6,000,000,000 common shares will be issued from the proposed increase in the Company's Authorized Capital Stock and subscribed to pursuant to the proposed private placement. The listing of the additional 6,000,000,000 common shares is subject to the approval of the stockholders of the Company and The Philippine Stock Exchange, Inc. (PSE).

This disclosure is subsequently amended to reflect the following revised figures based on the Company's Audited Financial Statements for the six-month period ended June 30, 2026:

(a) Deficit: US$21,430,905, instead of US$21,289,493; and

(b) Ending Additional Paid-In Capital (APIC): US$1,514,352, instead of US$1,655,764..

Attached for reference are the Company's Audited Financial Statements for the six-month period ended June 30, 2026, which supersede and replace the following documents previously attached to the disclosure:

(a) ASFII Parent Balance Sheet; and

(b) Schedule of Monthly Unaudited Retained Earnings (Computation of Deficit) as of June 30, 2026.

This disclosure was subsequently amended to report that at the Special Meeting of Stockholders held on 15 October 2026, stockholders representing 81.42% of the outstanding capital stock of the Corporation approved the matters set forth in the attached SEC Form 17-C.