Energy Development Corporation
38th Floor, One Corporate Centre Building, Julia Vargas corner Meralco Avenue Ortigas Center, Pasig 1605, Philippines
Trunklines: +63 (2) 667-7332 (PLDT) / +63 (2) 755-2332 (Globe)
October 3, 2017
JOSE VALERIANO B. ZUÑO IIIOIC-HEAD, Disclosures Department The Philippine Stock Exchange, Inc. Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue, Makati City
Dear Mr. Zuño:
Further to the acquisition by Philippines Renewable Energy Holdings Corporation (PREHC) of 31.7% of EDC's voting shares, the Board of Directors in its meeting today (October 3, 2017) accepted the resignation of the following directors:
Oscar M. Lopez
Peter D. Garrucho, Jr.
Victor Emmanuel B. Santos, Jr.
To fill up the vacancies created by the said resignations, the remaining directors, still constituting a quorum of the Board, elected the following as directors:
David Luboff
David Baldwin
Christopher Low
Oscar M. Lopez will continue as Chairman Emeritus of the company.
The new directors were also elected as members of EDC's Board Committees as follows:
David Luboff - Audit and Governance Committee, Nomination and Compensation Committee, Related Party Transactions Committee
David Baldwin - Operations Committee, Risk Management Committee, Corporate Social Responsibility Committee
The Board also reorganized the office of the Corporate Secretary and Assistant Corporate Secretary. The Board appointed Atty. Bernadette Ann V. Policarpio as Corporate Secretary and Atty. Ana Maria A. Katigbak as Assistant Corporate Secretary.
Finally the board approved amendments to the EDC Articles of Incorporation, By-Laws and Corporate Governance Manual covering the following:
Appointment and Removal of Directors
Qualifications and Disqualifications of Directors
Quorum for Shareholder and Board Meetings
Voting Requirements/Reserved Matters
Committees
Deadlock Resolution
Pre-emptive Rights and Exclusions
cc: VINA VANESSA S. SALONGA
Head - Issuer Compliance and Disclosure Department (ICDD) Philippine Dealing & Exchange Corp.
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