C03538-2023

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)
May 5, 2023
2. SEC Identification Number
12998
3. BIR Tax Identification No.
000-064-134-000
4. Exact name of issuer as specified in its charter
RFM CORPORATION
5. Province, country or other jurisdiction of incorporation
MANDALUYONG CITY, METRO MANILA
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
RFM CORPORATE CENTER, PIONEER COR. SHERIDAN STS., MANDALUYONG CITY Postal Code 1550
8. Issuer's telephone number, including area code
(632) 8631-8101
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
RFM Common 3,369,549,358
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.

RFM CorporationRFM

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 Seventh Article of RFM Corporation's Articles of Incorporation
Background/Description of the Disclosure

On 25 July 2018 and 7 September 2018, the Board of Directors and Stockholders of RFM Corporation (“RFM” and/or the “Company”) approved an upstream merger between RFM Corporation (as the Parent Company and surviving corporation) and its subsidiaries, namely: Cabuyao Logistics Industrial Corporation (CLIC), Interbake Commissary Corporation (ICC), and Invest Asia Corporation (IAC). As a result thereof, RFM issued 150,617,444 shares to itself and the minority shareholders of IAC as follows:

Name of Stockholders Number of Shares Subscribed Amount of Shares Subscribed (in Php)
RFM Corporation (as 100% stockholder of CLIC) 29,839,183 29,839,183
RFM Corporation (as 100% stockholder of ICC) 17,765,957 17,765,957
RFM Corporation (as 96% stockholder of IAC) 98,891,812 98,891,812
Hyland Realty Corporation (as 2% stockholder of IAC) 2,060,246 2,060,246
Foresight Realty Development Corp. (as 2% stockholder of IAC) 2,060,246 2,060,246
Total 150,617,444 150,617,444


The Certificate of Filing of the Articles and Plan of Merger by and between RFM Corporation as the Surviving Corporation and CLIC, ICC and IAC as the Absorbed Corporations was issued by the Securities and Exchange Commission (SEC) on 31 January 2019.
As mentioned above, out of the 150,617,444 shares issued, 146,496,952 became treasury shares while the 4,120,492 shares went to the minority shareholders of IAC.

The 150,617,444 shares remain unlisted in the Philippine Stock Exchange (PSE) as of today.

In the meeting held on 03 May 2023, the Board of Directors of the Company resolved and approved to retire and/or cancel the 146,496,952 treasury shares by decreasing RFM’s authorized capital stock, in accordance with the provisions of the Corporation Code of the Philippines, for the purpose of eliminating the unlisted treasury shares. The Board of Directors likewise resolved and approved to buyback the 4,120,492 shares that went to the minority shareholders of IAC and thereafter cancel or retire them as treasury shares, also via decrease of RFM’s authorized capital stock.

The Company will seek at least two-thirds (2/3) shareholders' approval for the retirement and/or cancellation of the subject unlisted shares in its Annual Shareholders' Meeting (ASM) on June 14, 2023.

The amendment to the Seventh Article of the Articles of Incorporation will reflect the abovementioned decrease of capital stock on account of the intended retirement of the subject 150,617,444 unlisted shares.
Date of Approval by
Board of Directors		 May 3, 2023
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 N/A
Date of Receipt of SEC approval N/A
Amendment(s)
Article No. From To
Seventh That the capital stock of said corporation is THREE BILLION NINE HUNDRED SEVENTY EIGHT MILLION TWO HUNDRED SIXTY FIVE THOUSAND TWENTY FIVE PESOS (Php 3,978,265,025), Philippine Currency, divided into THREE BILLION NINE HUNDRED SEVENTY EIGHT MILLION TWO HUNDRED SIXTY FIVE THOUSAND TWENTY FIVE (3,978,265,025) Common shares, with a par value of ONE PESO (Php1.00) per share. That the capital stock of said corporation is THREE BILLION EIGHT HUNDRED TWENTY SEVEN MILLION SIX HUNDRED FORTY SEVEN THOUSAND FIVE HUNDRED EIGHTY ONE PESOS (Php 3,827,647,581), Philippine Currency, divided into THREE BILLION EIGHT HUNDRED TWENTY SEVEN MILLION SIX HUNDRED FORTY SEVEN THOUSAND FIVE HUNDRED EIGHTY ONE (3,827,647,581) common shares, with a par value of ONE PESO (Php 1.00) per share.
Rationale for the amendment(s)

To eliminate the 146,496,952 unlisted treasury shares and the 4,120,492 unlisted shares that went to the minority shareholders of IAC which will become treasury shares once bought back by the Corporation.
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

There will be no effect as to the operations or business of the Corporation.
Other Relevant Information

None.
Filed on behalf by:
Name MITCHIE VANESSA MAGOMNANG
Designation AVP & HEAD-LEGAL AND LABOR RELATIONS DEPARTMENT AND CORPORATE SECRETARY