Energy Development : Notice of Annual Stockholder’s Meeting (amended with Agenda)

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Energy Development Corporation

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38 " Floor, One Corporate Centre Building,Julia Vargas corner Meralco Avenue Ortigas Center,Pasig 1605, Philippines

Trunklines: +63 (2) 667-7332 (PLOT) I +63 (2) 755-2332 (Globe)

NOTICE OF ANN UAL STOCKHOLDERS ' MEETING

To All Stockholders:

Please be advised that the annual meeting of the stockholders of Energy Development Corporation will be held on May 8, 2017, at I 0:00 a.m. at the PSE Auditorium, Philippine Stock Exchange Centre, Tektite Towers, Exchange Road, Ortigas Center, Pasig City, Philippines.

The following is the agenda of the meeting: I . Call to order

2. Proof of notice and certification of quorum

3, Approval of minutes of previous stockholders' meeting

1. Management report and aud ited financial statements

2. Ratification of acts of management

3. Election of directors

4. Appointment of external auditors

5. Other matters

6. Adjournment

For purposes of the meeting, stockholders of record as of March 15, 2017 are entitled to notice of and to vote at the said meeting. Registration for the said meeting begins at 9:00 a.m. For convenience in registering your attendance, please have available some form of identification, such as a driver's license, voter's ID, TIN card, SSS card or passport.

If you wi l l not be able to attend the meeting but would like to be represented thereat, you may submit your proxy form, duly signed and accomplished, to the Office of the Corporate

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Secretary at the head office of Energy Development Corporation, 381

Floor, One Corporate

Centre Building, Jul ia Vargas corner Meralco Avenues, Ortigas Center, Pasig City, on or before April 28, 2017. Beneficial owners whose shares are lodged with PDTC or registered under the name of a broker, bank or other fiduciary al lowed by law must, in addition to the required I.D., present a notarized certification from the owner of record (i.e. the broker, bank or other fiduciary) that he is the beneficial owner, indicating thereon the number of shares. Corporate shareholders shall likewise be required to present a notarized secretary's certificate attesting to the authority of its representative to attend and vote at the stockholders' meeting.

Validation of proxies will take place on May 3, 2017 at the office of the Company 's stock transfer agent.

Pasig City, Metro Manila, Philippines, March 13, 2017.

ANA K

Corporate Secretary

n 0 r g y

Energy Development Corporation

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381 Floor. One Corporate Centre Building, Julia Vargas corner Meralco Avenue Ortigas Center, Pasig 1605, Philippines

Trunklines: +63 (2) 667-7332 (PLOT) I +63 (2) 755-2332 (Globe)

ANNEX "A"

AGENDA

Details and Rationale

1. Call to order

   The Chairman of the Board of Directors, Mr. Federico R. Lopez, will call the meeting to order.

2. Proof of notice and certification of quorum

   The Corporate Secretary, Ana Maria A. Katigbak, will certify that copies of this Notice have been sent to all stockholders of record as of March 15, 2017, and whether the attendees represented at the meeting hold a sufficient number of shares for quorum to exist for the valid transaction of business.

3. Approval of minutes of previous stockholders' meeting

   Copies of the draft minutes will be distributed before the meeting and are available for examination at the Company website www.energy .com.ph.

   The stockholders will be requested to approve the draft minutes. The following is the proposed resolution:

   "RESOLVED, tl1at tlze minutes of tlze Annual Stockholders' Meeting of EnergiJ Development Corporation held on May 12, 2016 be, as it is hereby, approved. "

4. Management report and audited financial statements

   The Chairman, Mr. Federico R. Lopez, will present his Report to Shareholders, discuss initiatives undertaken and challenges faced by Company in 2016, and share his personal perspective of the Company's future.

   The President and Chief Operating Officer, Mr. Richard B. Tantoco, will present the Management Report, the Company's operational highlights and financial results and the audited financial statements for the year ended December 31, 2016. The audited financial statements were prepared by the Company's external auditor, SGV & Co., a member firm of Ernst and Young Global Limited, and approved by the Company's Audit and Governance Committee and the Board of Directors. In compliance with regulatory requirements, the audited financial statements have also been submitted to the Securities and Exchange Commission and Bureau of Internal Revenue.

   Questions will be entertained from the stockholders after the presentation.

   The stockholders will be requested to approve the annual report of management as presented by the Chairman and the President, and the audited financial statements for year ended December 31, 2016. The following is the proposed resolution:

   "RESOLVED, that the Annual Report of Management as presented by tlze Clzairman and the President, and the Company's audited financial statements for tlze year ended December 31, 2016 be, as it is hereby, appraved. "

5. Ratification of acts of management

   The acts, contracts, resolutions and deeds of the Board of Directors and management of the Company were significant towards achieving the Company's performance and results, and the stockholders will be requested to ratify the same. The following is the proposed resolution:

   "RESOLVED, that all acts, contracts, resolutions and actions, authorized and entered into by tlze Board of Directors and Management of the Company from the date of the last annual stockholders' meeting up to the present be, as they are lzereby, appraved, ratified and confirmed."

6. Election of directors

   It is proposed to re-elect the same members of the Board of Directors. The biographical profiles of the Directors-Nominees are provided in the Information Statement that has been sent together with copies of this Notice to all stockholders of record. The Director-Nominees are the following:

   For Regular Directors

7. OSCAR M. LOPEZ

8. FEDERICO R. LOPEZ

9. PETER D. GARRUCHO, JR.

10. FRANCIS GILES B. PUNO

11. JONATHAN C. RUSSELL

12. VICTOR EMMANUEL B. SANTOS, JR.

13. RICHARD B. TANTOCO

14. JOAQUIN E. QUINTOS IV

    For Independent Directors

15. MANUEL I.AYALA

16. EDGAR 0.CHUA

17. FRANCISCO ED. LIM

    Voting may be done in person or by proxy. Proxy forms have been distributed to all stockholders of record together with this Notice. Signed and accomplished proxy forms are required to be submitted not later than 6:00 p.m. of April 28, 2017 and shall be validated. Votes may be cumulated as provided in the Corporation Code.

    Energy Development Corporation

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    381 Floor. One Corporate Centre Building, Julia Vargas corner Meralco Avenue Ortigas Center, Pasig 1605, Philippines

    I' (' l' 9 Y Trunklines: +63 (2) 667-7332 (PLDT) I +63 (2) 755-2332 (Globe)

18. Appointment of external auditors

    Upon the favorable recommendation of the Company's Audit and Governance Committee, the Company's external auditor, SGV & Co., is proposed to be reappointed for the current year 2017-2018. The audit partner-in-charge is currently Ms. Jhoanna Feliza C. Go. The following is the proposed resolution:

    "RESOLVED, tlzat auditing firm SGV & Co. be, as it is hereby, reappointed as tlze Company's external auditorfor the current year 2017-2018 ."

19. Other matters

    Stockholders may propose to discuss other issues and matters.

20. Adjournment

After all matters in the agenda have been taken up, the Chairman shall entertain a motion to adjourn the meeting.