C07761-2025

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)
Nov 4, 2025
2. SEC Identification Number
CS200613870
3. BIR Tax Identification No.
006-346-689-000
4. Exact name of issuer as specified in its charter
AREIT, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
28/F Tower One and Exchange Plaza, Ayala Ave., Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(+632) 7908-3804
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 3,715,756,162
11. Indicate the item numbers reported herein
Item 9 - Other Matters

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.

AREIT, Inc.AREIT

PSE Disclosure Form REIT-4 - Acquisition or Disposition of Assets
References: Rule 5 of the IRR of the REIT Act of 2009 and
Section 6 of the Amended PSE Listing Rules for REITS

Subject of the Disclosure

Property-for-Share Swap among AREIT, Inc. ("AREIT"), Ayala Land, Inc. ("ALI") and its subsidiary, Summerhill Commercial Ventures Corp. ("Summerhill").
Background/Description of the Disclosure

Please be informed that AREIT, ALI, and Summerhill will execute a property-for-share swap whereby AREIT will issue 441,131,656 primary common shares (the "Shares") to ALI and Summerhill in exchange for Ayala Center Cebu and Ayala Malls Feliz, with an aggregate size of 374,588 square meters, valued at P19,475,962,612.40 (the "Transaction") at P44.15 per share ("Transaction Price"), set at a premium over AREIT's 30-day volume-weighted average price ("VWAP") of P43.93 or the Market Price.

"Market Price" means the volume-weighted average of the closing prices for a thirty (30) Trading Days prior to the transaction or the date of approval of the Board of Directors on October 28, 2025.
Date of Approval by Board of Directors Oct 28, 2025
Details of the Acquisition or Disposition
Date TBA
Description of the Assets Involved

Ayala Center Cebu Mall - 214,337 sqm of gross leasable space completed in 1994 with renovations ongoing. A Flagship Mall with an overall occupancy of 100% located within Cebu Business Park in Cebu City.

Ayala Malls Feliz - 160,521 sqm of gross leasable space completed in 2017. A Lifestyle Mall with an overall occupancy of 100% located in Pasig City.
Details of the Assets
Type (land, building, etc.) Location Size Rights Acquired (Ownership/ Leasehold etc.)
Flagship Mall Cebu Business Park, Cebu City 214,337 sqm Ownership
Lifestyle Mall Pasig City 160,521 sqm Ownership
Terms and conditions of the transaction
Contract price, valuation and the methods used to value the assets

Properties valued at P19,475,962,612.40 in exchange for 441,131,656 common shares ("AREIT shares") at an exchange price of P44.15 per share, set at a premium pver the 30-day VWAP or the Market Price of P43.93, which are all within the price range indicated in the Fairness Opinion issued by FTI Consulting, and the Appraisal Reports issued by Cuervo Appraisers, Inc. (Cuervo)

The assets were valued using the Discounted Cashflows ("DCF") Approach as the primary method to estimate the fair value of the AREIT shares and the Properties. Under the DCF approach, FTI Consulting discounted the cashflows of AREIT and the Properties based on on weighted average cost of capital (WACC) using the Capital Asset Pricing Model. The Comparable Companies Approach and Volume Weighted Average Price Method were used as secondary methods to cross-check the value of the AREIT shares. The Direct Capitalization Approach was used to cross-check the value of the Properties.
Terms of payment

The shares will be issued in the name of ALI and Summerhill, and the Properties ownership transferred to AREIT upon confirmation of the Securities and Exchange Commission of the exemption from registration for the issuance of the shares, and the valuation for the Transaction.
Conditions precedent to closing of the transaction, if any

Approval of the Securities and Exchange Commission of the exemption from registration for the issuance of the shares, and the valuation for the Transaction.
Any other salient terms

The property-for-share swap will qualify as a tax-free exchange under Section 40(C)(2) of the Tax Code.

The Company shall likewise apply for the additional listing of the shares resulting from the Transaction with the PSE.
Identity of the person(s) from whom the assets were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Ayala Land, Inc. Ayala Land, Inc. is the sponsor of AREIT, and owns 61.25% (directly and indirectly) of AREIT
Summerhill Commercial Ventures Corp. Summerhill Commercial Ventures Corp. is a wholly-owned subsidiary of Ayala Land, Inc.
Discussion on the probable impact of the transaction on the business, financials and other aspects of the REIT

The Properties are expected to contribute further to AREIT's operating cashflows, boosting dividends per share. The Properties were valued based on a stable level of operating income and the expected yield of the property after considering long-term sustainable growth of 3% for office, mall and hotel assets. AREIT's dividend yield is approximately 5.4% from its existing assets based on the 30-day VWAP of P43.93. Hence, the asset-for-share swap will be accretive after the new assets are infused. Estimated yields and total shareholder return are subject to actual operating performance and market conditions.
Other Relevant Information

The Company expects to execute the Deed of Exchange and file the application for approval of the original issuance of shares with the SEC within December 2025, and the issuance of the Certificates Authorizing Registration ("CAR") with the relevant Revenue District Office of the Bureau of Internal Revenue ("BIR") within the first half of 2026. The SEC's approval of the Transaction is expected to be issued within the first half of 2026, and the BIR's CAR issuance is expected to be issued within the first half 2026. The Company shall likewise apply for the additional listing of shares with the Exchange by the second half of 2026.

The Company will ensure that its Sponsor, ALI, sells some of its shareholdings in the Company prior to the property-for-shares swap in order to ensure compliance with the minimum public ownership requirements imposed upon the Company.
Filed on behalf by:
Name Bettina Desiderio
Designation Manager