C08650-2023

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)
Dec 12, 2023
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) 8633-335
9. Former name or former address, if changed since last report
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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 2,372,367,911 shares
Preferred Stock 13,264,900 shares
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 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendment to the Joint Venture Agreement with GET Philippines, Inc. – Electric Shuttle Service in Cagayan de Oro
Background/Description of the Disclosure

Please be advised, further to our disclosure on February 21, 2023, that the Corporation’s Board of Directors approved today, December 12, 2023, some proposed amendments to the Joint Venture Agreement with GET Philippines, Inc. (“GET”) to create, promote, operate and manage the ABC Electric Shuttle Service as a clean, efficient, modern and green mass transport system in Cagayan de Oro (‘the Project”).

As previously disclosed, GET will incorporate and set up a new company (“JV Co.”) to be jointly owned with ABCI for the purpose of initially owning ten (10) Community Optimized Managed Electric Transport (COMET) electric vehicles that will be deployed for the Project.

The following terms of the Joint Venture Agreement will be amended:

1.) The JV Co. will now have an authorized capital stock of Thirty Million Pesos (Php30,000,000.00) divided into Thirty Million (30,000,000) shares with par value of One Peso (Php1.00), instead of the previously planned authorized capital stock of One Hundred Million Pesos (Php100,000,000.00).

2.) Upon incorporation, the initial subscription to JV Co.’s shares shall be Ten Million Pesos (Php10,000,000.00), which is a reduction from the initial planned subscription of Forty-Five Million Pesos (Php45,000,000.00).

3.) GET will no longer be the sole initial subscriber to the JV Co.’s authorized capital stock upon incorporation with a subsequent transfer of fifty percent (50%) of its shareholdings to ABCI, as originally planned.

4.) Thus, upon incorporation, each of GET and ABCI will now initially subscribe to Five Million (5,000,000) shares each at a subscription price of Twenty-Two Million Five Hundred Thousand Pesos (Php22,500,000,00). The additional paid-in capital (“APIC”) in the amount of Seventeen Million Five Hundred Thousand Pesos (Php17,500,000,00) shall be paid into JV Co. either upon incorporation or immediately after its incorporation.

The JV Co. will be owned upfront by GET and ABCI in equal shares of fifty percent (50%) each.

5.) GET has an option to make its equity contribution in the JV Co. in the form of new COMET electric vehicles in lieu of cash.

6.) Upon incorporation, the fifth member of the Board shall initially be vacant and the Board seat shall be reserved to be filled by an independent director, as defined under Title III Section 22 of the Revised Corporation Code, who shall be jointly nominated by ABCI and GET after incorporation.

The reduction in the capitalization of the JV Co. at incorporation has been agreed upon by ABCI and GET to reduce the filing fees and the documentary stamp taxes.
Other Relevant Information

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Filed on behalf by:
Name Allan Ace Magdaluyo
Designation Senior Finance Manager/Corporate Information Officer/Compliance Officer