C04694-2025

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)

Jun 27, 2025

2. SEC Identification Number

A200110402

3. BIR Tax Identification No.

213-054-503-000

4. Exact name of issuer as specified in its charter

SBS PHILIPPINES CORPORATION

5. Province, country or other jurisdiction of incorporation

PHILIPPINES

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

NO. 10 RESTHAVEN STREET, SAN FRANCISCO DEL MONTE, QUEZON CITY Postal Code 1105

8. Issuer's telephone number, including area code

02 8371-1111

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	1,549,999,999

11. Indicate the item numbers reported herein

Item No. 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.

SBS Philippines CorporationSBS

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Shareholder ratification of additional investment of funds in Ayschester Holdings Corporation, an associate company of the Corporation.

Background/Description of the Disclosure

The additional investment of PhP38,750,000.00 in Ayschester Holdings Corporation (AHC) by way of share subscription to 19,375,000 common at an issue price of PhP 2.00 per share was ratified by affirmative vote of the Corporation's shareholders representing at least 2/3 of its outstanding capital stock in the Annual Shareholders' Meeting of the Corporation held on June 27, 2025

Date of Approval by
Board of Directors Dec 18, 2019

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The additional investment of funds and share acquisition by the Corporation in AHC represents the pro-rata share of the Corporation (based on its equity percentage holdings) when the capital call was made by AHC for its working capital and the funding of maturing bank debt obligations that financed the acquisition of their investment property.

This additional investment of funds in AHC is in line with the diversification and investment strategy of the Corporation to acquire strategically selected opportunistic investments that present capital gain opportunities from the sale of such investments in the coming years to grow and diversify its income streams.
AHC is owner of a 1,776 square meter lot located along EDSA in Mandaluyong City which is held for landbank investment. As of July 2024, the investment property has been given a valuation by an independent property appraiser amounting to more or less double its investment value.

Date May 8, 2024

Manner

The Corporation subscribed to an additional 19,375,000 new common shares from the increase in the authorized capital stock of AHC upon SEC approval of such increase on May 8, 2024.

Description of the company to be acquired or sold

Ayschester Holdings Corporation (AHC) is a property holding company and owns a 1,776 square meters commercial lot located along EDSA in Mandaluyong City held for investment land bank.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	19,375,000
Percentage to the total outstanding shares of the company subject of the transaction	7.5
Price per share	2.00

Nature and amount of consideration given or received

The additional share subscription of 19,375,000 common shares in AHC was based on its issue price of PhP 2.00 per share, comprising of its par value of PhP 1.00 per share and PhP 1.00 in additional paid-in capital, for a total share subscription cost of PhP 38,750,000.00 that was fully paid in cash to AHC

Principle followed in determining the amount of consideration

The issue price of PhP 2.00 per common share is comprised of its par value of PhP 1.00 per share and additional paid-in capital. of PhP1.00 per share, with the premium by way of the additional paid-in capital partly accounts for the current fair value of the AHC underpinned by the unrealized appraisal increase in the investment property held by AHC as well as an offset against its retained earnings deficit given the long-term investment timeline.

No formal independent opinion on the fairness of the subscription price for new shares offered as part of an ACS increase was obtained as the new shares have the same features to the existing issued shares prior to the ACS increase and the issue price for the new share subscriptions in support of the ACS increase are the same for all shareholders subscribing to the ACS increase.

Terms of payment

The consideration based on the issue price of PhP 2.00 per common share for the additional share acquisition was fully paid in cash upon signing of the agreement on share rights to future increase in authorized capital stock of AHC (deposit for future share subscription) upon the SEC application of the ACS increase of AHC.

Conditions precedent to closing of the transaction, if any

The completion of the additional share subscription was subject to the SEC approval of the ACS increase of AHC and ratification of the investment of funds by shareholders owning at least 2/3 of the outstanding capital stock of the Corporation.

Any other salient terms

None

Identity of the person(s) from whom the shares 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
Ayschester Holdings Corp. ("AHC")	Ayschester Holdings Corp. (AHC) is 36.84% directly owned by the Corporation

Effect(s) on the business, financial condition and operations of the Issuer, if any

With this additional securities acquisition in May 2024, the Corporation increased its total shareholdings in AHC to 58,125,000 common shares.

The additional investment of funds and share acquisition by the Corporation in AHC is accounted for under the equity method in accordance with Philippine Accounting Standards (PAS) 28 – Investments in Associates and Joint Ventures. The additional investments made were recognized as an increase in the carrying amount of the investments in associates under non-current assets. Correspondingly, the Corporation’s share in the net results of operations of AHC-investee company for the period is recognized in the statement of comprehensive income“Equity in net income (losses) of associate". Such investment in AHC- investee company is reported under Note 7 of the Company’s 2024 audited financial statements,

Other Relevant Information

The Related Party Transaction Committee and Board in December 18, 2019 reviewed this additional investment in relation to the benefit of the Corporation and the fairness terms thereof in accordance with the Related Party Transaction Policy of the Corporation and in line with the Corporation's diversification and investment strategy to invest in certain property-related investment opportunities to grow and diversify its income streams. Both the RPT Committee and the Board, with the favorable vote of the independent directors, unanimously endorsed the additional investment of funds into AHC for ratification of the shareholders.

This disclosure is an update of the previous report with Reference No. C03696-2017 on the acquisition of additional shares and investment of funds in AHC.

Filed on behalf by:

Name	CHRISTINE BASE
Designation	CORPORATE SECRETARY