C01495-2024

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)
Mar 15, 2024
2. SEC Identification Number
A199908874
3. BIR Tax Identification No.
202955796
4. Exact name of issuer as specified in its charter
DFNN, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
L2 - L5 14th Fl., Philippine Stock Exchange Tower, 5th Ave. cor. 28th St., BGC, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
(02) 8396-5270
9. Former name or former address, if changed since last report
None
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 324,620,008
11. Indicate the item numbers reported herein
None

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.

DFNN, Inc.DFNN

PSE Disclosure Form 4-22 - Joint Ventures References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Joint Venture Agreement with CONSULTING INFORMÁTICO DE CANTABRIA, S.L.
Background/Description of the Disclosure

On 15 March 2024, the DFNN Board of Directors resolved to incorporate a Joint Venture Company ("JVC") with CONSULTING INFORMÁTICO DE CANTABRIA, S.L. ("CIC") that would allow the latter to expand its operations and to support the Philippines and other Asian countries with the cooperation and in coordination with DFNN.


CIC, an entity registered in Spain, specializes in providing a comprehensive suite of solutions for mission-critical infrastructures. As an esteemed engineering and IT project development company, CIC has been at the forefront of innovation since its inception in 1990. Starting its journey in Spain, it has expanded its reach globally, establishing a presence in over 30 countries worldwide. Its esteemed partners include industry giants such as Microsoft, Apple, Oracle, Dell, Cisco, and Amazon Web Services. Clients include PTT and Siemens.
CIC offers turnkey projects that encompass software development and IT integration, ICT infrastructures, and cybersecurity. Additionally, CIC develops products such as Assets Management & Support, IT Consultancy, and Applications and infrastructures maintenance. The company serves various sectors, including electricity, telecom, oil and gas, railways, and government and public administration.
Date of Approval by Board of Directors Mar 15, 2024
Date of Approval by Stockholders, if applicable TBA
Description and nature of the transaction including the timetable for implementation, and related regulatory requirements

The JVC allow CIC to expand its operations and to support the Philippines and other Asian countries with the cooperation and in coordination with DFNN.
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction aligns seamlessly with DFNN's expansion program and empowering it to pursue joint ventures with foreign entities. This strategic move promises to enhance the DFNN's investment income, bolstering its financial outlook and positioning it for sustained growth.
Terms and conditions of the joint venture
Amount of investment and/or interest by the parties involved

Total investment of PhP12,500,000

DFNN Subscription (60%): PhP7.5 Million
CIC Subscription (40%): PhP5 Million
Provisions on profit-sharing, arrangements on management and operations

The sharing of profits will be based on equity interest participation in the JVC.
Conditions precedent to closing of transaction, if any

None
Other salient features of the joint venture agreement

None
Identity and/or corporate background of the parties to the transaction, including the following
Name Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
CONSULTING INFORMÁTICO DE CANTABRIA, S.L. CONSULTING INFORMÁTICO DE CANTABRIA, S.L. is an entity organized in Spain which offers a suite of solutions for mission-critical infrastructures. ; No material relationship
Effect(s) on the business, financial condition and operations of the Issuer, if any

New equity investment for DFNN and expansion of business segment for the company
Other Relevant Information

None
Filed on behalf by:
Name Cyrus Richard Montesa
Designation Chief Legal Counsel/Chief Compliance Officer