Ladies and Gentlemen:
During the special meeting of the Board of Directors (“Board”) of Ferronoux Holdings, Inc. (the “Company”) held on 18 December 2024, the Board approved the amendment of the Seventh Article of the Company’s Articles of Incorporation to increase the Company’s authorized capital stock from PhP550,000,000.00 divided into 550,000,000 common shares at a par value of One Peso (PhP 1.00) per share to PhP 2,500,000,000.00 divided into 2,500,000,000 common shares at a par value of One Peso (PhP 1.00) per share.
Further, the Company's shareholders approved said amendment of the Seventh Article of the Company’s Articles of Incorporation during the Special Stockholders' Meeting held on 19 March 2025.
We advise that at the special meeting of the Board of the Company held today, 03 August 2026, the Board approved the following updated amendments to the Company’s Articles of Incorporation:
1. Increase of authorized capital stock from Php550,000,000.00, divided into 550,000,000 common shares with a par value of Php1.00 per share, to Php1,000,000,000.00, divided into 1,000,000,000 common shares with a par value of Php1.00 per share, amendment to the Seventh Article of the Articles of Incorporation to reflect the increase, and issuance of at least 386,000,000 common shares in support of the increase; and 2. Decrease in the number of directors from nine (9) to seven (7), and the corresponding amendments to the Sixth Article of the Articles of Incorporation.
These supersede the amendments previously approved by the Board on 18 December 2024, and by the shareholders on 19 March 2025, which were never implemented due to supervening events. The updated amendments are part of the revised plan for the Company’s increase in authorized capital stock and related transactions. |