Energy Development : test 1

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 10, 2017

OIC-HEAD, Disclosures Department The Philippine Stock Exchange, Inc. Philippine Stock Exchange Plaza

Ayala Triangle, Ayala Avenue, Makati City

Dear Mr. Zuño:

In compliance with the requirements of the Exchange, we submit herewith the Statement of Changes in Beneficial Ownership of Securities (SEC Form 23-B) of First Gen Corporation.

cc: VINA VANESSA S. SALONGA

Head - Issuer Compliance and Disclosure Department (ICDD) Philippine Dealing & Exchange Corp.

FORM 23-B

Check box if no longer subject to filing requirement

SECURITIES AND EXCHANGE COMMISSION

Metro Manila, Philippines

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 23 of the Securities Regulation Code

R VISED

l(LaSt) rirst) (Middle) 13.lax ldent1t1cat1on 15. statement for

-- Director --'- 10% 0wner

Number Month/Year

-- Officer

-- Other

6/F Rockwell Business Center Tower 3 202-464-633 September 2017 (give title below) (specify below)

(::itreet) 14. c,t,zensn,p 6. It Amendment, LJate 01

Ortigas Avenue, Pasig City Original (MonthYear)

Filipino

(City) wrov,nce) (Postal Code)

Table 1 - Equtty Securities Beneficially Owned

1. Class of Equity Security 2. Transaction 4. Securities Acquired (A) or Disposed of (D) 13. Amount of Securities Owned at End 4 Ownership Form: 6. Nature of Indirect Beneficial Date of Month Direct (D) or Indirect (I) • Ownership

   (Month/DaylYear) % Number of Shares

   Amount (A)or(D) Price

   Common 09.29.17 842,872,141 D Php7.25 0.79 148,910,559 D

   Common 09.29.17 838,244,082 D Php7.25 0.79 148,092,918 I held by Northern Terracotta Power

   Corp., a wholly owned subsidiary of First Gen Corp.

   If the change in beneficial ownership is 50% of the previous shareholdings or is equal to 5% of tlie outstanding

   £!PitaIstock of the issuer, provide the disclosure requirements set forth on !)age 3 of this form.

   Reminder: Report on a separate line for each class of equity secunties beneficially owned directly or indirectly.

2. A person is directly or indirectly the beneficial owner of any equity security with respect to whichhe has or shares:

3. Voting power which includes the power to vote,or to direct the voting of,such security ; andlor

   (8) Investment power which includes the power to dispose of.or to direct the disposition of, such secunty.

4. A person will be deemed to have anindirect beneficialinterest in any equity security which is:

5. held by members of a person's immediate family sharing the same household;

(8) held by a partnership in which such personis a general partner:

(C) held by a corporation of which such personis a controlling shareholder, or

(0) subject to any contract. arrangement or understanding which gives such person voting power or investment power withrespect to sueh security.

(Print or Type Responses)

FORM23-B (continued) Table II - Derivative Securities Acquired, Disposed of,or Beneficially Owned

(e.g., warrants,options, convertible securities)

11. uenvauve ecunty

1.::. 1...,onvers1on or Exercise Price of Derivative Security

1 . 1ransac11on Date (Month/Day/Yr)

14. Number ot uenva 1ve ecunties I Acquired (A) or Disposed of (D)

.Uafe Exercisable and Expiration Date (Month/Day/Year)

10. 1iue ana Amount or Undeying Securities

1 1. JJnce or Derivative Security

I. NO. ol Derivative Securities Beneficially Owned at End Of Month

ll,.uwner- ship Form of Derivative Security; Direct (D) or ma1rect (IJ •

1 1u. Nature of Indirect Beneficial Ownership

Amount

(A) or (D)

ILJate t:xerosao1e

cxp,rauon Date

Title

IAmoum or Number of Shares

Explanation of Responses:

1u-uct-1r

Date

Note: File three (3) copies of this form, one of which must be manually signed.

Attach additionalsheets if space provided is insufficient.

DISCLOSURE REQUIREMENTS

Item 1. Security and Issuer

This report relates to common shares of stock of Energy Development Corporation (EDC), with principal offices at the 38th Floor, One Corporate Centre. Julia Vargas cor. Meralco Avenue, Pasig City 1605, Philippines.

Item 2. Identity and Background

1. First Gen Corporation (First Gen), a holding company incorporated in Metro Manila, Philippines.

2. 6th Floor Rockwell Business Center Tower 3, Ortigas Avenue, Pasig City 1604 Philippines

3. n/a

d. n/a

1. First Gen has not. during the last 5 years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, domestic or foreign, and as a result of such proceeding was or is subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities,commodities or banking.

2. n/a

Item 3. Purpose of Transaction

The disposition of shares subject of this report is a result of the voluntary tender offer for EDC common shares conducted by the Philippines Renewable Energy Holdings Corporation (PREHC), a Philippine company with address at Unit L-22. 6750 Office Tower, Ayala Avenue, Ayala Center, Brgy. San Lorenzo, Makati City, Philippines. The tender offer was made at a price of Php7.25 per common share. First Gen and its subsidiary, Northern Terracotta Power Corp. (NTPC), participated in the tender offer by tendering their 992 million and 986 million shares, respectively. Out of the said shares, and following the implementation of the scale back announced by PREHC, First Gen and NTPC retained 148,910,559 and 148,092,918 shares, respectively.

Item 4. Interest in Securities of the Issuer

1. This report indicates the remaining common shares of stock of EDC held by First Gen and NTPC. First Gen retains 148,910,559 common shares of stock of EDC equivalent to 0.79% of EDC's issued and outstanding common shares, while NTPC retains 148,092,918 common shares of stock of EDC equivalent to 0.79% of EDC's issued and outstanding common shares.

2. The power to vote First Gen's EDC shares at any EDC stockholders' meeting lies with First Gen's Chairman, or in his absence, its President. Similarly,the power to vote NTPC's EDC shares at any EDC shareholders' meeting lies with its Chairman,or in his absence, its President. The current Chairman and President of both First Gen and NTPC are Federico R. Lopez and Francis Giles B. Puno, respectively.

3. Federico R. Lopez, Filipino, with office address at the 6th Floor Rockwell Business Center Tower 3, Ortigas Avenue, Pasig City 1604, is the Chairman and Chief Executive Officer of First Gen and NTPC. He has not, during the last 5 years: (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (2) been party to a civil proceeding of a judicial or administative body of competent jurisdiction , domestic or foreign, and as a result of such proceeding was or is subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining , barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking.

4. Francis Giles B. Puna, Filipino,with office address at the 6th Floor Rockwell Business Center Tower 3, Ortigas Avenue, Pasig City 1604, is the President and Chief Operating Officer of First Gen and NTPC. He has not, during the last 5 years: (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (2) been party to a civil proceeding of a judic ial or administative body of competent jurisdiction • domestic or foreign, and as a result of such proceeding was or is subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining , barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking.

5. Within the past 60 days, including the date of this report, the only transact ion effected by First Gen/NTPC involving EDC shares of stock is the tender of their shares pursuant to the voluntary tender offer for EDC common shares conducted by PREHC.