Energy Development : Supplement to the Petition for Voluntary Delisting

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)

November 6, 2018

JANET A. ENCARNACION

Head, Disclosure Department

The Philippine Stock Exchange, Inc.

PSE Tower, 28th Street corner 5th Avenue Bonifacio Global City, Taguig City

Dear Ms. Encarnacion:

Please be informed that Energy Development Corporation (Company) filed with the Philippine Stock Exchange (PSE) today, 6 November 2018, a supplement to the petition for the voluntary delisting of the Company's common shares from the PSE filed on 19 September 2018. Attached is a copy of the supplement to the petition.

Very truly yours,

Ryan Z. Velasco

Head of Investor Relations

& Corporate Information Officer

cc: PAULA BEATRICE A. BUENO

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

Item 1. Subject Company and Class of Security Subject to the Tender Offer

• (a) The subject company is Energy Development Corporation (EDC or the Company or the Bidder), a corporation organized and existing under the laws of the Republic of the Philippines, with principal office address at One Corporate Centre, Julia Vargas corner Meralco Avenues, Ortigas Center, Pasig City, Philippines 1605.

• (b) As of 7 August 2018, the Company has an authorized capital stock amounting to Thirty Billion One Hundred Fifty Million Pesos (P30,150,000,000.00) divided into (i) Twenty Seven Billion (27,000,000,000) common shares with a par value of One Peso (P1.00) per share (the Common Shares), (ii) Fifteen Billion (15,000,000,000) voting preferred shares with a par value of One Centavo (P0.01) per share (the Voting Preferred Shares), and (iii) Three Hundred Million (300,000,000) non-voting preferred shares with a par value of Ten Pesos (P10.00) per share (the Non-Voting Preferred Shares). Out of the authorized capital stock, a total of (i) Eighteen Billion Seven Hundred Thirty Seven Million Ten Thousand (18,737,010,000) Common Shares, and (ii) Nine Billion Three Hundred Seventy Five Million (9,375,000,000) Voting Preferred Shares are outstanding and fully paid-up.

• (c) On 7 August 2018, the Board of Directors of the Company approved the voluntary delisting (the Delisting) of the Common Shares from the Main Board of the Philippine Stock Exchange, Inc. (PSE). On the same date, in relation to the Delisting and in accordance with the delisting rules and regulations of the PSE (the Delisting Rules), the Board of Directors of the Company approved the conduct by the Bidder of a tender offer (the Tender Offer) for up to 2,040,006,713 Common Shares held collectively by all shareholders of the Company other than Red Vulcan Holdings Corporation (Red Vulcan), First Gen Corporation (First Gen), Northern Terracotta Power Corp. (NTPC), and Philippines Renewable Energy Holdings Corporation (PREHC), subject to the following conditions:

(i)the obligation of the Bidder to purchase the Common Shares through the tender offer will be under the condition (among other conditions that the Bidder may prescribe) that during the course of the tender offer, at least 1,162,000,000 Common Shares will have been:

• (1) validly tendered by the Bidder's shareholders other than Red Vulcan, First Gen, NTPC, and/or PREHC,

• (2) eligible for or otherwise capable of being purchased by the Bidder, and

• (3) accepted for purchase by the Bidder,

in each case, in accordance with the terms and conditions of the tender offer as prescribed by the Bidder (the Tender Threshold Condition); and

(ii) upon completion of the tender offer, at least 95% of the total listed and outstanding Common

Shares of the Bidder shall collectively be held by Red Vulcan, First Gen, NTPC, and PREHC.

On 19 September 2018, the Bidder filed a petition for the Delisting (the Delisting Application) with the PSE.

Subject to the Tender Threshold Condition and the terms and conditions of the tender offer attached as Exhibit A hereof (collectively, the Tender Offer Conditions), and pursuant to the Delisting Application and the Delisting Rules, the Bidder proposes to acquire, through a tender offer (the Tender Offer) up to 2,040,006,713 Common Shares (the Tender Offer Shares) held collectively by all shareholders of the Company other than Red Vulcan, First Gen, NTPC, and PREHC.

The Tender Offer is being made at the price of P7.25 per Common Share (the Tender Offer Price), which is payable in cash to shareholders through check payments as hereafter provided.

SEC Form 19-1

2

February 2001