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
Common
724,004,114
11. Indicate the item numbers reported herein
Amendment of the Articles of Incorporation
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.
Italpinas Development CorporationIDC
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 Articles of Incorporation
Background/Description of the Disclosure
October 30, 2026, approved the proposed amendments to Articles II and III of the Corporation's Articles of Incorporation.
The proposed amendments involve the following:
Article II – Primary Purpose: To redefine and expand the Corporation's primary purpose to that of a holding company, enabling it to hold, manage, and invest in shares, securities, and assets of other entities, and to include authority to act as guarantor, surety, or co-obligor for financial obligations of subsidiaries, affiliates, or third parties, subject to applicable laws and regulations.
Article II – Secondary Purpose: The amendments being made are to align the secondary purposes with the proposed revised primary purpose and the provision of the Revised Corporation Code of the Philippines.
Article III – Principal Office: To update the principal office address stated in the Articles of Incorporation to Unit 28C, BPI PhilamLife Building, Ayala Avenue, Makati City.
Date of Approval by Board of Directors
Oct 30, 2026
Date of Approval by Stockholders
TBA
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
Second: Primary Purpose
Please see the attached SEC Form 17-C
Please see the attached SEC Form 17-C
Second: Secondary Purpose
Please see the attached SEC Form 17-C
Please see the attached SEC Form 17-C
Third
Unit 9-A, 9th Floor, Country Space 1 Bldg., 133 H.V. Dela Costa Street, Salcedo Village
Unit 28C BPI Philamlife Bldg. 6811 Ayala Avenue, Makati City
Rationale for the amendment(s)
The proposed amendments form part of the Corporation's continuing efforts to enhance its corporate structure and align its organizational framework with its business objectives.
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 proposed amendments are intended to transition the Corporation from a real estate development company into a holding company, with its subsidiaries undertaking the actual development, construction, and management of real estate projects.
Other Relevant Information
The proposed amendments will be submitted for stockholder approval at the Special Stockholders' Meeting scheduled for December 18, 2026.
The Corporation shall disclose subsequent material developments, including the results of the stockholders' meeting and receipt of SEC approval, as applicable.