C01275-2024

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 6, 2024
2. SEC Identification Number
11840
3. BIR Tax Identification No.
000-100-341-000
4. Exact name of issuer as specified in its charter
SAN MIGUEL FOOD AND BEVERAGE, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
100 E. Rodriguez Jr. Avenue (C-5 Road), Barangay Ugong, Pasig City, Metro Manila Postal Code 1604
8. Issuer's telephone number, including area code
(632) 5317-5000
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
COMMON SHARES (FB) 5,909,220,090
SERIES A BONDS DUE MARCH 2025 (IN PESO) 8,000,000,000.00
SERIES B BONDS DUE MARCH 2027 (IN PESO) 7,000,000,000.00
TOTAL DEBT AS OF 30SEP23 (IN MIL PESO-CONSO) 173,643
11. Indicate the item numbers reported herein
ITEM 9. OTHER EVENTS

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.

San Miguel Food and Beverage, Inc.FB

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

Approval by the Board of Directors of the amendments to the Articles of Incorporation of the Company.

Background/Description of the Disclosure

Amendments to the Articles of Incorporation of the Company to clarify (1) the primary purpose of the Company as it relates to the assets it owns, in the Second Article, and (2) the Pasig City principal office address of the Company, in the Third Article.

Date of Approval by
Board of Directors
Mar 6, 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
Second Article SECOND: That the purpose for which such corporation is formed, is as follows, to wit: PRIMARY PURPOSE Xxx; to own, acquire, pledge, buy, sell, convey, assign and transfer meats, fish, fruits, cereals, grains, foods, and vegetables and their by-products, alcoholic and non-alcoholic beverages, goods and merchandise, real and personal property of every kind or description which may be incidental in carrying out the business of the corporation. Xxx SECOND: That the purpose for which such corporation is formed, is as follows, to wit: PRIMARY PURPOSE Xxx; to own, acquire, pledge, buy, sell, convey, lease, license, assign and transfer, as the case may be, meats, fish, fruits, cereals, grains, foods, and vegetables and their by-products, alcoholic and non-alcoholic beverages, goods and merchandise, real and personal property of every kind or description whether tangible or intangible such as trademarks and other intellectual property rights, which may be incidental in carrying out the business of the corporation. Xxx
Third Article THIRD: - That the place where the principal office of the Corporation is to be located or established is at the 23rd Floor, The JMT Corporate Condominium, ADB Avenue, Ortigas Center, Pasig City, Metro Manila, Philippines. Branch offices may be established anywhere in the Philippines or abroad. THIRD: - That the place where the principal office of the Corporation is to be located or established is at 100 E. Rodriguez Jr. Avenue (C5 Road), Barangay Ugong, Pasig City, Metro Manila, Philippines. Branch offices may be established anywhere in the Philippines or abroad.
Rationale for the amendment(s)

Second Article: Considering that the Company also owns trademarks and other intellectual property rights, which are intangible personal property, in addition to its real property and other assets so enumerated in the last part of the primary purpose, there is a need to amend the Second Article to clarify the primary purpose of the Company as it relates to the kind of assets it owns, particularly, the lease and license, as the case may be, of real and personal property of every kind and description whether tangible or intangible such as trademarks and other intellectual property rights.

Third Article: Considering that the registered principal office address of the Company in its records and filings with the SEC and other government and regulatory authorities is at 100 E. Rodriguez Jr. Avenue (C5 Road), Barangay Ugong, Pasig City, which change of address within the same city was approved by the Board of Directors on March 13, 2019, the Company would now like to amend its Pasig City principal office address as reflected in the Third Article of its Articles of Incorporation, to align with its said records and legal reports.

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 current business, operations and capital structure of the Company will not be affected by the amendments, which are intended for clarificatory/alignment purposes as explained above.

Other Relevant Information

None.

Filed on behalf by:
Name Alexandra Trillana
Designation Corporate Secretary and Compliance Officer