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)

February 28, 2014

JANET A. ENCARNACION

HEAD, Disclosures Department

The Philippine Stock Exchange, Inc. Philippine Stock Exchange Plaza

Ayala Triangle, Ayala Avenue, Makati City

Dear Ms. Encarnacion:
We advise that during its meeting today, the Board of Directors of the Energy
Development Corporation approved the following:
1. The declaration of a cash dividend of Php 0.0008 per share on the preferred shares in favor of preferred stockholders of record as of March 17, 2014, payable on or before April 10, 2014.
2. The declaration of a cash dividend of Php 0.10 per share on the common shares in favor of common stockholders of record as of March 17, 2014, payable on or before April 10, 2014.
3. The amendment of the Seventh Article of the Company's Articles of Incorporation, to reclassify Three Billion (3,000,000,000) common shares with a par value of One Peso (Php 1.00) per share or aggregate par value of Three Billion Pesos (Php 3,000,000,000.00) out of the unissued authorized capital stock, to Three Hundred Million (300,000,000) preferred shares with a par value of Ten Pesos (Php 10.00) per share or aggregate par value of Three Billion Pesos (Php 3,000,000,000.00), thereby creating a new class of preferred shares.
The new class of Three Hundred Million (300,000,000) preferred shares with a par value of Ten Pesos (Php 10.00) per share shall have the following features:
a. Non-voting, except in cases provided by law;
b. May be issued in different series;
c. Issue value and dividend rate to be determined by the Board of
Directors at the time of issuance;
d. Non-participating;
e. Entitled to receive cumulative dividends;
f. Non-convertible to any shares of stock;
g. No pre-emptive rights to any issuance or reissuance of shares;
h. Redeemable at the option of the Company;

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)


i. Once redeemed, the preferred shares shall revert to treasury which may be reissued or resold;
j. Assignable; and
k. Preference in payment upon the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, up to the issue value of the preferred share plus any accrued and unpaid dividends thereon.
4. The amendment of the Seventh Articles of the Company's Articles of
Incorporation to include among existing exceptions to the pre-emptive right:
a. Any issuance or reissuance of treasury shares and preferred shares; and
b. Any primary issuance of common shares not exceeding 20% of the number of authorized common shares at any time.
5. The appointment effective March 1, 2014, of Vice President Erwin O.
Avante as Compliance Officer, in accordance with the requirements of the Company's Manual on Corporate Governance. Mr. Avante replaces Ms. Agnes de Jesus upon her retirement.
The foregoing amendments to the Seventh Article of the Company's Articles of Incorporation will be submitted for ratification at the annual stockholders' meeting to be held on May 6, 2014.

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