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3 1 1 6 8

SEC Registration Number

A B R O W N C O M P A N Y , I N C . (Company’s Full Name)

R m 3 3 0 1 A 3 3 r d f l r W e s t

(Business Address: No. Street City/Town/Province)

Jasmin S. Castro 02-6386832 Contact Person Company Telephone

Number

1 2 3 1 2 0 - I S 0 6 2 7 Month Day FORM TYPE Month Day Fiscal Year Preliminary Annual Meeting

Secondary License Type, if applicable

C F D

Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

To be accomplished by SEC Personnel concerned

File number LCU Document I.D. Cashier Remarks = pls. use black ink for scanning purposes

T o w e r O r t i g a s P a s i g C i t y

N/A

STAMPS

2,178 (As of November 30, 2011) - 0 - 915,655,322 (Sept. 2011)

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28 December 2011 Dear Stockholder,

Please be advised that the Board of Directors of the Corporation, in its special meeting held on 28 November 2011, approved the proposal to change the Corporation’s principal office from Unit 3301-A West Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City to Xavier Estates Uptown, Airport Road, Balulang, Cagayan de Oro City; together with the corresponding amendment to the Third Article of the Articles of Incorporation of the Corporation as follows:

THIRD - That the place where the principal office of the corporation is to be established is at Xavier Estates Uptown, Airport Road, Balulang, Cagayan de Oro City.

Pursuant to Section 16 of the Corporation Code, all amendments to a corporation’s Articles of Incorporation require the conformity of the shareholders representing at least two-thirds (2/3) of the outstanding capital stock. Accordingly, you are hereby requested to confirm your approval of the foregoing proposed amendment to the Corporation’s Articles of Incorporation.

Please indicate your approval of the foregoing amendment to the Articles of Incorporation by accomplishing the Assent Form enclosed herewith. We would appreciate receiving the accomplished form by mail, facsimile or electronic mail not later than 06 January 2012.

Thank you for your support.

JASON C. NALUPTA Corporate Secretary

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A S S E N T F O R M KNOW ALL MEN BY THESE PRESENTS:

The undersigned, being a stockholder of record of A Brown Company, Inc. (the "Corporation")

as of 23 December 2011, hereby approves the amendment of the Third Article of the Articles of

Incorporation of the Corporation, changing the Corporation’s principal office from Unit 3301-A West

Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City to Xavier

Estates Uptown, Airport Road, Balulang, Cagayan de Oro City.

__________________________ Printed Name of Stockholder __________________________

Printed Name of authorized representative or proxy (if applicable) __________________________

Signature of Stockholder or authorized representative or proxy (if applicable)

Date: ____________________

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SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS

INFORMATION STATEMENT PURSUANT TO SECTION 20 of the Securities Regulation Code

1. Check the appropriate box:

( √ ) Preliminary Information Statement ( ) Definitive Information Statement

2. Name of the Registrant as specified in its charter:

A BROWN COMPANY, INC. (ABCI) 3. Province, country or other jurisdiction of incorporation or organization:

Metro Manila, Philippines 4. SEC Identification Number: 31168 5. BIR Tax Identification Code: 002-724-446-000 6. Address of Principal Office : Rm 3301A, 33rd Flr. West Tower

Exchange Road, Ortigas, Pasig City Postal Code : 1605 7. Registrant’s telephone number, including area code: (632) 638-6832 8. Date, time and place of the meeting of security holders: N.A. 9. Approximate date on which the Information Statement is first to be sent or given to security holders: 28 December 2011 10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA Titles of each Class Number of Shares of Stock Outstanding Common Shares (net of 173,633,704 Treasury shares) 1,136,293,229 as of November 30, 2011 Amount of Debt Outstanding P915,655,322 as of September 30, 2011 11. Are any or all of the registrant’s securities listed on the Philippine Stock Exchange? ( x ) Yes ( ) No

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INFORMATION REQUIRED IN INFORMATION STATEMENT

GENERAL INFORMATION

Date, Time and Place Meeting of security holders. In lieu of a meeting for the purpose of approving the change in the Corporation’s principal office from Unit 3301-A West Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City to Xavier Estates Uptown, Airport Road, Balulang, Cagayan de Oro City, the written assent of the shareholders owning at least two-thirds (2/3) shall be solicited pursuant to Section 16 of the Corporation Code. The shareholders are requested within fifteen (15) business days from the date of this Information Statement and signify their vote on the proposed amendment by returning the Written Assent form provided by mail, facsimile, or electronic mail to:

A BROWN COMPANY, INC. Rm 3301A, 33rd Flr. West Tower Exchange Road, Ortigas Center Pasig City, Metro Manila 1605 Fax No. : (02) 633-3135 e-mail : abci_headoffice@abrown.ph

Dissenter’s Right of Appraisal There is no matter or item to be submitted to a vote or acted upon in the annual stockholders’ meeting of ABCI which falls under the instances provided by law when dissenting stockholders can exercise their appraisal right. Generally, however, the stockholders of ABCI have the right of appraisal in the following instances: (I) in case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares of authorizing preferences over the outstanding shares or of extending or shortening the term of corporate existence; (ii) in case any sale, lease, mortgage, pledge or other disposition of all or substantially all of the corporate property or assets as provided in the Corporation Code; and (iii) in case of merger or consolidation. The appraisal right may be exercised by any shareholder who shall have voted against the proposed corporate action by making a written demand on ABCI within thirty (30) days after the date on which the vote was taken for payment of the fair market value of his share: Provided, that failure to make the demand within such period shall be deemed a waiver of the appraisal right. If the proposed corporate action is implemented or effected, ABCI shall pay to such stockholder, upon surrender of the certificate(s) of stock representing his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. If within a period of sixty (60) days from the date the corporate action was approved by the stockholders, the withdrawing stockholder and ABCI cannot agree on the fair value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom shall be named by the stockholder, another by the corporation, and the third by the two thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by ABCI within thirty (30) days after such award is made: Provided, that no payment shall be made to any dissenting stockholder unless ABCI has unrestricted retained earnings in its book to cover such payment; Provided, further, That upon payment by ABCI of the agreed or awarded price, the stockholder shall forthwith transfer his shares ABCI.

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Interest of Certain Persons in or Opposition to Matters to be Acted Upon No current director or officer of ABCI, or nominee for election as director of ABCI or any associate thereof, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon other than election to office. No director has informed ABCI in writing that he intends to oppose any action to be taken by the registrant at the meeting.

CONTROL AND COMPENSATION INFORMATION Voting Securities and Principal Holders Thereof (a) As of 30 November 2011, ABCI’s number of outstanding shares entitled to one vote

each in connection with the proposal to change the Company’s principal office from Unit 3301-A West Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City to Xavier Estates Uptown, Airport Road, Balulang, Cagayan de Oro City, and, accordingly, amend the Articles of Incorporation, which will be presented for approval by the stockholders via written assent is 1,136,293,229 shares.

(b) Record Date: The record date for purposes of determining stockholders entitled to vote

in connection with the Company’s intention to change its principal office is set on 23 December 2011.

(c) Security ownership of Certain Record and Beneficial Owners

1. Owners of more than 5% of any class of registrant’s voting securities as of November 30, 2011.

Title of Name and Address Relationship with Name of Beneficial No. of Shares PercentClass of Record / Beneficial Issuer Ow nership & Relationship Citizenship Owned of Class

Owner w ith Record Ow ner

Common PCD Nomineee Corporation** PCD Nominee indirect Filipino/Alien 374,607,009 32.97%37/F Enterprise Bldg., Makati City

Common Walter W. Brown Chairman of the Board direct Filipino 362,209,850 31.88%No. 10 Temple Drive, Greenmeadow s Q. C. & indirect

Common Annabelle P. Brown Director direct Filipino 260,693,497 22.94%No. 10 Temple Drive, Greenmeadow s Q. C. & indirect

Common Philippine Realty & Holdings Corp. Stockholder direct Filipino 101,490,000 8.93%5/F East Tow er, Tektite Bldg, Ortigas Pasig CityTotal 997,510,356 87.79%** The following are the beneficial owners owning 5% or more:Walter W. Brown (direct and indirect) 111,572,341 9.82%No. 10 Temple Drive, Greenmeadows Q. C.Annabelle P. Brown (indirect) 57,957,250 5.10%No. 10 Temple Drive, Greenmeadows Q. C.Philippine Realty & Holdings Corp. 90,865,000 8.00%5/F East Tower, Tektite Bldg, Ortigas Pasig City

• PCD Nominee Corporation, a wholly‐owned subsidiary of Philippine Central Depository, Inc. (“PCD”), is the registered owner of 

the  shares  in  the  books  of  the  Company’s  transfer  agent  in  the  Philippines.    The  beneficial  owners  of  such  shares  are  PCD’s participants who hold shares on their behalf or in behalf of their clients.  PCD is a private company organized by major institutions actively  participating  in  the  Philippine  capital  markets  to  implement  an  automated  boo‐entry  system  of  handling  securities transaction in the Phils. 

• Phil. Realty and Holdings Corporation  is represented by Mr. Gerardo Domenico V. Lanuza, Director.   He has the right to vote or direct the voting or disposition of the PRHC’s shares. 

2. Security Ownership of Management

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Shares held by Directors and Executive Officers as of 30 November 2011

Title of Name of Beneficial Owner Nature of %Class Citizenship No. of Shares Ow nership of Class

Ow ned (r/b)

Common Walter W. Brown Filipino 362,209,850 direct & indirect 31.8764%Common Annabelle P. Brown Filipino 260,693,497 direct & indirect 22.9424%Common Robertino E. Pizarro Filipino 1,946,698 direct & indirect 0.1713%Common Gerardo Domenico V. Lanuza Filipino 10,562 r/b 0.0009%Common Elpidio M. Paras Filipino 1,055 r/b 0.0001%Common Antonio S. Soriano Filipino 1,055 r/b 0.0001%Common Rolando T. Dy Filipino 9 r/b 0.0000%Common Rosa Anna D. Santiago Filipino 0Common Roel Z. Castro Filipino 0Common Jasmin S. Castro Filipino 23,238 r/b 0.0020%Common Denis B. Dizon Filipino 0Common John L. Batac Filipino 0Common Arturo A. Perlas Filipino 0

Total 624,885,964

(d) Changes in Control. There had been no change of control in the company that had occurred since the beginning of the last fiscal year. Furthermore, management is not aware of any arrangement which may result in a change in control of the company. (e) Voting Trust Holder. No person holds 5% or more of the common stock of the company under a voting trust or similar agreement. Directors and Executive Officers Incumbent Directors and Executive Officers The following are the current members of the Board of Directors elected during the last meeting of the shareholders. WALTER W. BROWN, Chairman of the Board

Walter W. Brown, Filipino, 72, is the Chairman of A Brown Company, Inc., Palm Thermal Consolidated Holdings Corporation, International Cleanvironment Systems, Inc., North Kitanglad Agricultural Company, Inc., PhiGold Limited and A Brown Energy & Resources Dev’t. Inc., Vice Chairman of Atok-Big Wedge Co., Inc., President of Monte Oro Resources and Energy Inc., and Director of ISM Communications Corporation, Forum Energy Plc and PBJ Corporation.

He received two undergraduate degrees: B.S. Physical Science (1959) and B.S. Geology (1960), both from the University of the Philippines, and post graduate degrees from Stanford University: M.S. Economic Geology (1963), and Ph.D. in Geology, Major in Geochemistry (1965). He was also a candidate in Master of Business Economics (1980) from the University of Asia & Pacific (formerly Center for Research & Communications).

He was formerly associated with the following listed Philippine companies as Chairman or as President or Director: Philex Mining Corporation, National Grid Corporation of the Philippines, Atlas Consolidated Mining Co., Philodrill Corporation, Petroenergy, Philippine Realty & Holdings Corporation, Dominion Asia Equities, Inc. (Belle Corp.), Palawan Oil & Gas Exploration (Vantage Equities), 7 Seas Oil Company, Inc. (Abacus), Universal Petroleum (Universal

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Rightfield), Sinophil Corporation, Asian Petroleum Corporation, Acoje Mining Corporation, Semirara Coal Corporation, Surigao Consolidated Mining Inc., (Suricon), Vulcan Industrial and Mining Corporation, San Jose Oil, Seafront Petroleum, and Basic Petroleum. He was also Technical Director of Dragon Oil, a company listed on the London Stock Exchange.

He is currently the Chairman and Director of Family Farm School (PPAI), Chairman and President of Studium Theologiae Foundation, Vice Chairman of the Board of Trustees of Xavier University and member of Chamber of Mines of the Philippines Inc. and Geological Society of the Philippines.

ANNABELLE P. BROWN, Director/ Treasurer Ms. Annabelle P. Brown, Filipino, 69. Director of A. Brown Company, Inc. from 1992 to present. She holds the position of: Treasurer since 1993 to July 2011, Chairman of the Committee on Corporate Culture and Values Formation and Executive Committee and Member of the Compensation Committee. She is President and Director of PBJ Corporation; Treasurer of Brown Resources Corporation; Treasurer/ Director of Bendana-Brown Holdings Corporation, Pine Mountain Properties Corporation. She is also a Director of the following corporations: North Kitanglad Agricultural Corp., Cogon Corporation and Shellac Petrol Corp. Her civic involvement includes: Founding Chairperson of Alalay sa Pamilya at Bayan (APB) Foundation, Inc. (2009 to present), Development Advocacy for Women Volunteerism (DAWV) Foundation, Inc. (1986 to present), Professional and Cultural Development for Women (PCDW) Foundation, Inc. (1979 to present); Consultant/Moderator of EDUCHILD Foundation, Inc. Mrs. Brown holds a Bachelor of Science in Business Administration degree from the University of the Philippines, Diliman, Quezon City and is a candidate for a degree in Masters in Business Economics at the University of Asia and Pacific (formerly CRC). For her outstanding contribution to the academe, business and socio-community development, Mrs. Brown is a recipient of several awards and citation, latest are the 2010 Soroptimists Award and 2010 UPCBA Distinguished Alumna Award.   GERARDO DOMENICO V. LANUZA, Director Mr. Gerardo Domenico V. Lanuza, Filipino, 28, Director, August 3, 2001 to present. He finished his Legal Management course from the De La Salle University (2006). He is a Director of Philippine Realty and Holdings Corp. and Vice President of Campos, Lanuza & Co., Inc. since June 2006. ANTONIO S. SORIANO, Director Atty. Antonio S. Soriano, Filipino, 62, Aug 2007 to present and Corporate Secretary (June 2002 to Nov. 2008). He obtained his Bachelor of Laws Degree from the University of the East in 1974 and was admitted to the Bar in 1975. He is the Senior Managing Partner of Soriano, Araña, Seriña, Saarenas & Sarceno Law Office (1988 to present). He acts as the Corporate Secretary of the following: RISE Foundation, Inc. (1994 to present), ICS Development Corporation (1980 to present), PACEMAN General Services (1993 to present), Kagayhaan-Davao Resources Management Corporation (1994 to present), Kagayhaan - Cagayan de Oro City Resources Management Corporation (1993 to present), Chairman of Xavier Sports and Country Club (2000 to present), and Roadside Shops, Inc. (2000 to present). He is a director of Cagayan de Oro

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Medical Centre, Philippine National Red Cross and First Industrial Plastic Ventures, Inc. (present). He is also active in civic and professional organizations like Integrated Bar of the Phils. – Misamis Oriental Chapter (Vice-President 1984-1986), Rotary Club of Cagayan de Oro City (IPP & SAG), Philippine Association of Voluntary Arbitrators (member - 1994) and Court of Appeals Mediation-Mindanao Station (member - 2007). He was also elected as Vice Mayor of Cagayan de Oro City from 1992-1995 and member of the City Council of the same city from 1988-1992. During his tenure he was able to pass several ordinances and resolutions that contributed to the development of the City. ROBERTINO E. PIZARRO, Director/President/Chief Executive Officer Mr. Robertino E. Pizarro, Filipino, 57, August 2003 to present. He finished the course on Strategic Business Economic Program at University of Asia and the Pacific (Aug 2002–Aug 2003). He is also the President of ABERDI, Brown Resources Corporation, NAKEEN Corporation (February 26, 1997 to present), Xavier Sports and Country Club (1999 to present), Andesite Corporation, Bonsai Agricultural Corporation and Minpalm Agricultural Co., Inc. (2004 to present). He is also the Secretary of Oil Palm Industries Association of Northern Mindanao (OPIANOM) (2004 to present). ELPIDIO M. PARAS, Independent Director Engr. Elpidio M. Paras, Filipino, 58, Independent Director, June 28, 2002 to present. He obtained his Bachelor of Science major in Mechanical Engineering from the De La Salle University (1974). He is the President and CEO of Parasat Cable TV, Inc. (1991 to present), UC-1 Corporation (2002 to present), Arriba Telecontact, Inc. and Paramedix, Inc. (2005 - present). He is also the President of Philippine Cable TV Association (2010 to present), Trustee - Promote CDO Foundation, Inc. (2005 to present), President – Cagayan de Oro Chamber (2007), Consultant - Cagayan de Oro Chamber (2008), Chairman of the Board of Trustees – Xavier University (2007 to present). He is a founding member of the Philippine Society for Orphan Disorders (PSOD). He was also a Board member of the Cagayan de Oro International Trade and Convention Center Foundation, Inc. (2005) and Hagdan sa Pag-uswag Foundation, Inc. DR. ROLANDO T. DY, Independent Director Dr. Rolando T. Dy, Filipino, 62, is the Executive Director, Center for Food and Agri-Business (1995-present). He was formerly Dean of the School of Management, University of Asia and the Pacific (2004-2010). He completed BS in Metallurgical Engineering at the University of the Philippines, MS in Industrial Economics from CRC, and PhD in Development Management from UA&P. Dr. Dy attended the IESE Business School’s International Faculty Program in Barcelona, Spain, one of the world’s leading business schools. He was a visiting lecturer at PAD Business School in Lima, Peru in 2008. In 2006 and 2008, he was at the Australian APEC Study Centre in Melbourne for courses on Policy Reforms and Structural Adjustments. He served as consultant for various organizations: ADB, AusAid, FAO, GTZ, USAID, Japan Bank for International Cooperation, the World Bank, Congressional Oversight Committee for Agriculture and Fisheries Modernization, industry associations, private companies, the Department of Agriculture (DA), and the ASEAN Secretariat.

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Executive Officers of ABCI ATTY. ROSA ANNA DUAVIT-SANTIAGO, Vice President and Chief Finance Officer Atty. Rosa Anna Duavit- Santiago, Filipino, 47, is the Vice President and Chief Finance Officer since March 2011. She is currently the Treasurer of the company upon her appointment last July 2011. She took her undergraduate degree with double major in Economics and Accounting at De La Salle University in 1986 and passed the May 1987 CPA Board Examination. In 1993, she earned her Doctor of Jurisprudence at Ateneo de Manila University and subsequently, admitted to the law profession after passing the September 1993 Bar examination. Atty. Santiago was the Vice President for Finance and Chief Finance Officer of Lapanday Holdings Corporation from August 1997 to January 2008. She was in-charge of the over-all operation of the finance, treasury and accounting departments. She was also the Corporate Finance Executive of Kuok Philippine Properties, Inc. from February 1996 to August 1997. Her previous positions held were as follows: Investment Director of Fund for Assistance to Private Education from March 1992 to February 1996, Technical Services and Product Dev’t Assistant Manager of Security Bank and Trust Co. from April 1991 to February 1992, Money Market Trader from April 1988 to August 1990 and Disbursement and Branch Accounting Accountant from July 1987 to April 1988 of BA Finance Corporation. She had a short stint with Filinvest Hotel Subdivision from Oct 2010 to Dec 2010 as VP-CFO directly handling the subsidiary Fil-Archipelago Hospitality Inc. She is a member of the Financial Executive Institute of the Philippines (FINEX), Integrated Bar of the Philippines (IBP) and Philippine Institute of Certified Public Accountants (PICPA). JASON C. NALUPTA, Corporate Secretary Jason C. Nalupta, Filipino, 39, is the Corporate Secretary. He is a Partner at Tan Venturanza Valdez specializing on corporate, securities, and business laws. Mr. Nalupta earned his Juris Doctor degree, as well as his Bachelor of Science degree in Management (major in Legal Management), from the Ateneo de Manila University in 1996 and 1992, respectively. Mr. Nalupta was admitted to the Philippine Bar in 1997.

ROEL Z. CASTRO, Vice-President – Business Development Mr. Roel Z. Castro, Filipino, 44, joined the company as Vice-President for Business Development last May 2010. He finished his Bachelor of Science in Agricultural Business degree at the University of the Philippines – Los Baños with Best Special Problem (Thesis) Award in 1988. He also earned his Master in Management at Asian Institute of Management with commendation in 1997. Before his stint as VP-Business Development, he was the Head of the Corporate Affairs Department and Concurrent Special Assistant to the President/CEO of National Grid Corporation of the Philippines (NGCP) from January 2009 to March 2010. He also held the Management Chief-of-Staff position from January 2008 to January 2009 and Corporate Secretary of NGCP from March 2008 to January 2009. He was appointed as the Chief Finance Officer of Monte Oro Resources and Energy, Inc. (MORE) and Monte Oro Grid Resources Corporation (MOGRC) from March 2007 to January 2009. He held also various posts as: Vice President and Chief Finance Officer of iN2Power, Inc. from March 2007 to December 2007; Managing Consultant (January 2006 to January 2009), President and Chief Operating Officer (December 2004 to December 2005) and Vice President for Business Development (November 1999 to December 2002) of G.A.A. Delgado, Inc.; Head Country Marketing and Member of

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Country Leadership Team of Syngenta Philippines, Inc. from January 2003 to November 2004; Enterprise and Investment Specialist and Area Head of Louie Berger International, Inc. (Phils.), Growth with Equity in Mindanao (GEM) Program from July 1998 to October 1999. He rose from various positions in Mindanao Development Bank from Special Assistant to the Managing Director, Partnership Officer, Senior Manager of the Corporate Planning Unit and Assistant Vice President of the of the Corporate Support Division from January 1989 to June 1998. During his tenure at G.A.A. Delgado, Inc., Mr. Castro also had consultancy engagements. He had written and presented technical articles such as Issues and Concerns in Agri-Enterprises Development in the Philippines and Investment Portfolio on Renewable Energy Projects in the Philippines, among others. His broad range of experience in general management covers: brand marketing and management, financial management, valuation and modelling, agri-business systems, policy analysis, development banking and corporate planning, strategic planning and organizational development. JASMIN SUICO-CASTRO, Assistant Vice-President - Finance and Administration/

Corporate Information Officer/Compliance Officer Ms. Jasmin S. Castro, Filipino, 44, a Certified Public Accountant (1990), presently is the Assistant Vice-President for Finance and Administration. She has been the Finance Manager – Manila operations (from Jan. 2000 to June 2010), Compliance Officer (April 2002 to present) and Asst. Treasurer (June 2007 to July 2011). She is also a licensed Real Estate Broker. Ms. Castro graduated Cum Laude from the Ateneo de Davao University in 1988 with a degree of Bachelor of Science Major in Accounting. She joined the Company in February 1995 as Accounting Supervisor (AS) and rose from several positions: AS – Level III (May 1995), Assistant Manager - Marketing (May 1996 - Feb 1997), OIC- Cagayan de Oro Operations (Accounting and Marketing) March to May 1997, Accounting Manager (June 1997 – April 1999), Finance Manager - Cagayan de Oro City (May 1999 – Jan 2000) and Asst. Corporate Secretary (April 2002 to August 22, 2007). She was once the Accounting Manager – Head Office of the UCPB Rural Bank, Inc. (Jan 1993 – Jan 1995) and rose from various positions at the Mindanao Development Bank: Accountant of Agdao, Davao City Branch (Jan 1992 – Dec 1992), Accountant of Lapasan, Cagayan de Oro City Branch (Jan – Dec 1991), Accountant of Head Office – Cagayan de Oro City (July – Dec 1990), Internal Auditor (Jan – June 1990). She was also employed as an auditor of Joaquin Cunanan & Co. (Price Waterhouse) - Makati. She has earned MBA units from the Ateneo de Davao University (1992). DENIS BENDAÑA-DIZON, Assistant Vice-President

Mr. Denis B. Dizon, Filipino, 59, Assistant Vice President (August 2003 to present), took up studies at the University of the Philippines, Diliman, Quezon City (1968-1972), graduated at Immaculate Conception College, Ozamiz City with a degree of Bachelor of Arts Major in Economics and also graduated from Misamis University, Ozamis City with a degree of Bachelor of Laws. He is a licensed Real Estate Broker. He is a Director of A Brown Energy & Resources Dev’t., Inc., NAKEEN Corporation, Bonsai Agricultural Corporation and Andesite Corporation. He is a Director and Corporate Secretary of Minpalm Agricultural Co., Inc. He has previous work experiences in marketing (Medichem Pharmaceuticals, Inc.) and commercial banking (Metrobank and Allied Bank). He was hired as a Consultant of A Brown Company, Inc. in 1995 and joined the Company as Corporate Affairs Officer in 1997 and was appointed as Administration Manager (May 2003 – July 2003). He is a member of PhilRES, being a PRC-Registered Real Estate Broker, and also a member of CREBA- National Association of REALTORS ®.

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JOHN L. BATAC, Assistant Vice-President – Construction and Development Engr. John L. Batac, 42, AVP – Construction and Development (Aug 2008 to present) is a Civil, Sanitary and Geodetic Engineer. He graduated from the University of the East in 1991 for his Civil Engineering course, at National University in 1994 for Sanitary Engineering and at the University of North Eastern Philippines in 1998 for Geodetic Engineering. He is also the Technical Consultant of Green Square Properties Corp. (Sept. 2000 to present). He used to be an Instructor at International Training Center for Surveyors (Sept 1991 to April 1995) and a Manager for Project Development of A Brown Co., Inc. (May 1995 to July 2000). He is also a member of the following organizations: Philippine Institute of Civil Engineers (PICE), Philippine Society of Sanitary Engineers (PSSE) and Geodetic Engineers of the Philippines (GEP). ARTURO A. PERLAS, Vice-President – Administration Mr. Arturo A. Perlas, Filipino, 55, has been appointed as Vice President for Administration effective June 2011. Prior to his incumbency, he was the AVP- HR & Corporate Affairs in January 2011. He earned his AB Philosophy degree at Notre Dame University in 1977 and pursued a Master’s degree in Theology at Ateneo de Manila University in 1980. He also finished his Bachelor of Laws at Philippine Law School in 1986. Prior to his appointment to the company, he was the Administration Division Manager (July 2006 to August 2009) of Apex Mining Co., Inc., a multinational company engaged in mining activities. He was also the Administration Group Manager (August 2003 to June 2006) of Philex Mining Corporation. He held various Human Resource (HR) positions as: Personnel and General Affairs Manager (November 1998 to September 2002) of Takenaka Corporation, HR/Admin Manager (1996 to 1998) of Western Mining Company, Personnel Manager (1990 to 1996) of Pilipinas Hino Group of Company and Personnel Supervisor/Manpower Development Manager/Personnel Manager of Dynesem Inc. from 1980 to 1988. His more than 25 years of experience in human resource management includes: wage and salary administration, CBA negotiation, development of company’s personnel and administration policies and training program for both rank and file employees and managers. Significant Employees The Company values its human resources. It expects every employee to perform the function assigned to him and to contribute in achieving the Company’s goals. While each employee’s role is important, there is no employee, other than the executive officers, who is expected by the Company to make a significant contribution to the business. Family Relationships Dir. Walter W. Brown, the Chairman of the Company, is married to Dir. Annabelle Pizarro Brown. Dir. Robertino E. Pizarro, the President and CEO of the Corporation, is the brother of Dir. Annabelle Pizarro Brown. Mr. Denis Bendaña Dizon and Dir. Walter W. Brown, Chairman, are related to the first degree of consanguinity. Mr. Roel Z. Castro is married to Ms. Jasmin S. Castro.

Involvement in Certain Legal Proceedings As of the date of filing this Information Statement and to the knowledge and/or information of ABCI, none of its nominees for election as directors, its present members of the Board of Directors or its executive officers, is presently or during the last five (5) years, been involved in the following:

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a) any bankruptcy petition filed by or against any business of which any of the above persons was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; b) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any of the above persons in any type of business, securities, commodities or banking activities; and, c) any finding by a domestic or foreign court of competent jurisdiction (in civil action), the SEC or comparable foreign body, or a domestic or foreign exchange or electronic marketplace or self regulatory organization, that any of the above persons has violated a securities or commodities law, and the judgment has not been reversed, suspended or vacated. Certain Relationships and Related Transactions The Company, being a parent company, in its regular course of trade or business, occasionally enters into transactions with its subsidiaries involving mainly advances. In addition, the Company obtains borrowings from local financial institutions for its working capital requirements. However, no other transaction was undertaken by the Company in which any Director or Executive Officer was involved or had a direct or indirect material interest. For the past five years, the Company did not enter into any other contract with any promoters.

Disagreement with Director None of the directors have resigned or declined to stand for re-election to the Board of Directors since the date of the last annual meeting of security holders because of disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Summary Compensation

Name PositionSalary Per Diem Bonus Salary Per Diem

Walter William B. Brow n ChairmanRobertino E. Pizarro PresidentRosanne D. Santaigo VP/CFO/TreasurerRoel Z. Castro VP- Bus't. Dev't.Denis B. Dizon Vice Presidentall above-named Directors 9,072,959 92,000 1,338,741 10,400,000 140,000 & Officers as a group

all other off icers and directors as a group unnamed* 5,253,165 202,000 758,486 5,427,638 140,000

As of September 30, 2011 2011 (Estimates)

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Name PositionSalary Per Diem Bonus

Walter William B. Brow n ChairmanRobertino E. Pizarro PresidentRoel Z. Castro VP- Bus't. Dev't.Annabelle P. Brow n Treasurer *Jasmin S. Castro Asst. VP - Finance and Adm.all above-named Directors 5,189,389 284,000 1,504,212 & Officers as a group

all other off icers and directors as a group unnamed 2,739,595 301,000 1,460,125 * re-appointed as of 06/17/10

2010

The directors receive P5,000.00 while the Chairman of the Board receives P10,000.00 as per diem for every board meeting. Other than the previously exercised stock option plan, there are no stock, non-cash compensation, warrants or options granted to the officers and directors. There is no other material term or other arrangement, other than the above, to which any Director / officer named above was compensated.

OTHER MATTERS Amendment of Charter and By-Laws The Articles of Incorporation of the Corporation will be amended to reflect the change in the principal office from Unit 3301-A West Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City to Xavier Estates Uptown, Airport Road, Balulang, Cagayan de Oro City. This change was approved by the Board of Directors on 28 November 2011 and the approval through written assent of the shareholders on record owning at least two-thirds (2/3) of the outstanding capital stock shall be solicited pursuant to Section 16 of the Corporation Code. Inasmuch as the Corporation’s principal revenues are currently generated in Cagayan de Oro City and neighboring provinces, the change of principal address is expected to improve operational efficiency and reduce costs compared to its present location in Metro Manila. Voting Procedures Vote Required The vote of shareholders representing at least two-thirds (2/3) of the outstanding capital stock of the Corporation shall be required for the approval of the amendments to the Articles of Incorporation. Method of Counting of Votes Stockholders on record as of 23 December 2011 shall be entitled to one (1) vote for each share of stock recorded in their names in the books of the Corporation. In accordance with Section 16 of the Corporation Code, votes shall be taken by means of written assent and shall be evidenced by the Written Assent Form attached to this Information Statement prepared and completed in all parts and duly received by the Corporate Secretary of A Brown Company, Inc., Unit 3301-A West Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City, Metro Manila. The Written Assent Form must be signed by the holder recorded in the books of the Corporation or by his authorized representative or proxy. When voting by proxy, the Written Assent Form must be submitted together with a proxy instrument duly executed by the holder in record in favor of his proxy. The votes shall be counted based on the filled-up Written Assent Forms received from stockholders and as soon as the affirmative votes reach at least two-thirds (2/3) of the outstanding capital stock of the Corporation, the amendments shall be considered approved.