C06254-2021

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)
Sep 15, 2021
2. SEC Identification Number
31168
3. BIR Tax Identification No.
002-724-446-000
4. Exact name of issuer as specified in its charter
A BROWN COMPANY, INC.
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Xavier Estates Uptown, Airport Road, Balulang, Cagayan de Oro City Postal Code 9000
8. Issuer's telephone number, including area code
Liaison Office - (02) 8631-8890 / (02) 8633-3135
9. Former name or former address, if changed since last report
-
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 Stock 2,429,767,911
11. Indicate the item numbers reported herein
Item No. 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.

A Brown Company, Inc.BRN

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 to Articles of Incorporation – Reclassification of Unissued Common Shares to Preferred Shares
Background/Description of the Disclosure

Please be advised that the Board of Directors’ has approved the proposal to amend the Company’s Articles of Incorporation to create Preferred Shares by reclassifying its authorized capital stock from the current Three Billion Three Hundred Million Pesos (P3,300,000,000.00) divided into Three Billion Three Hundred Million (3,300,000,000) Common Shares to Three Billion Three Hundred Million Pesos (P3,300,000,000.00) divided into Three Billion Two Hundred Fifty Million Pesos (P3,250,000,000) divided Three Billion Two Hundred Fifty Million (3,250,000,000) Common Shares and Fifty Million Pesos (P50,000,000) divided into Fifty Million (50,000,000) Preferred Shares. Please see Annex A on the proposed amendment to Article VII.

The features of the Preferred Shares to be issued will be determined by the Board of Directors every time it authorizes the issuance thereof. The features of each Preferred Shares issuance will, of course, be subject of separate disclosures.
Date of Approval by
Board of Directors		 Apr 12, 2021
Date of Approval by Stockholders Jun 24, 2021
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
Seven Please see Annex A. Please see Annex A.
Rationale for the amendment(s)

The reclassification of the Unissued Common Shares to create Preferred Shares will provide flexibility for the Company with respect to its prospective capital raising activities.
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 amendment will result to two (2) equity classes: common and preferred shares.
The resulting Authorized Capital Stock will be 3,300,000,000.00 Pesos, divided into 3,250,000,000 Common Shares with par value of One Peso (Php 1.00) per share, and 50,000,000 Preferred Shares with par value of One Peso (Php 1.00) per share.
Other Relevant Information

This amended disclosure is being filed to correct an error in Annex A of the attached disclosure letter. Item 8 of the previous disclosure was corrected and is already part of Item 7 in this amended disclosure. "ARTICLE VII" in Item 6 and Item 7 was also changed to "ARTICLE SEVENTH".

With the approval of the reclassification of part of the Corporation’s authorized but unissued capital to Preferred Shares, the shareholders likewise approved the proposal for the Corporate to conduct a public offering of said Preferred Shares with expected proceeds of up to One Billion Five Hundred Million Pesos (Php1,500,000,000.00).

The shareholders, accordingly, authorized the filing (i) with the Securities and Exchange Commission of a Registration Statement under the Securities Regulation Code covering the Preferred Shares, as well as (ii) an application to list the Preferred Shares with the Philippine Stock Exchange.
Filed on behalf by:
Name Allan Ace Magdaluyo
Designation Senior Finance Manager/Corporate Information Officer