C00594-2024

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)
Feb 2, 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 Floor, 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 4-3 - 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 the Articles of Incorporation

Background/Description of the Disclosure

Amendment to the Articles of Incorporation

Date of Approval by
Board of Directors
Feb 2, 2024
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
7 Five Hundred Million Pesos (P500,000,000) Philippine Currency, composed of Four Hundred Million (400,000,000) common shares with the par value of One Peso (P1.00) per share and One Hundred Million (100,000,000) preferred shares with the par value of One Peso (P1.00) per share. Creation of preferred shares which shall be non-voting, non-participating, not convertible into common shares, entitled to a coupon rate not exceeding 12% per annum (as may finally be set by the Board of Directors), redeemable at the option of the Corporation and shall have such other rights, preferences, restrictions andqualifications as may be fixed by the Board of Directors at their issuance and authority to issue options, warrants and other forms of securities. One Billion Pesos (P1,000,000,000) Philippine Currency, composed of Nine Hundred Million (900,000,000) common shares with the par value of One Peso (P1.00) per share and One Hundred Million (100,000,000) preferred shares with the par value of One Peso (P1.00) per share. Creation of preferred shares which shall be non-voting, non-participating, not convertible into common shares, entitled to a coupon rate not exceeding 12% per annum (as may finally be set by the Board of Directors), redeemable at the option of the Corporation and shall have such other rights, preferences, restrictions andqualifications as may be fixed by the Board of Directors at their issuance and authority to issue options, warrants and other forms of securities.
Rationale for the amendment(s)

To allow DFNN to issue additional shares and other securities

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 amendments will increase the authorized capital of DFNN which will allow DFNN to issue additional shares to potential investors.

Other Relevant Information

During the meeting of the Board of Directors held today, February 2, 2024, the Board approved the increase in the authorized capital stock from Php500 Million to Php1 Billion which was previously approved in 2017, and issuance of up to 500 Million common shares as subscription to the increase.

Filed on behalf by:
Name Cyrus Richard Montesa
Designation Chief Legal Counsel/Chief Compliance Officer