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)
May 06, 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 at the Annual Meeting of Stockholders held on May 6, 2014, the
stockholders of the Energy Development Corporation (the “Company”) elected the following
individuals to the Board of Directors:
Regular Directors
1.
2.
3.
4.
5.
6.
7.
8.
Oscar M. Lopez
Federico R. Lopez
Peter D. Garrucho, Jr.
Elpidio L. Ibañez
Ernesto B. Pantangco
Francis Giles B. Puno
Jonathan C. Russell
Richard B. Tantoco
Independent Directors
1.
2.
3.
Edgar O. Chua
Francis Ed. Lim
Arturo T. Valdez
The stockholders also approved the following matters:
1. 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 the cases provided by law;
b. Issue value to be determined by the Board of Directors at the
time of issuance;
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)
c. Entitled to receive out of the unrestricted retained earnings of the
Corporation, when and as declared by the Board of Directors,
cumulative dividends at the rate to be determined by the Board
of Directors at the time of issuance, before any dividends shall
be set apart and paid to holders of the Common Shares, and shall
not be entitled to participate with holders of the Common Shares
in any further dividends payable;
d. May be issued in different series;
e. Assignable;
f. The Corporation may redeem the Non-Voting Preferred Shares
at its option in accordance with their terms, and once redeemed,
shall revert to treasury and may be reissued or resold by the
Corporation;
g. In the event of any dissolution or liquidation or winding up,
whether voluntary or involuntary, of the Corporation, except in
connection with a merger or consolidation, shall be entitled to be
paid up to their issue value plus any accrued and unpaid
dividends thereon before any distribution shall be made to
holders of the Common Shares, and shall not be entitled to any
other distribution.
h. Non-convertible into any shares of stock of the Corporation of
any class now or hereafter authorized;
i. No pre-emptive right to purchase or subscribe to any shares of
stock of the Corporation of any class now or hereafter
authorized, or reissued from treasury;
j. The Board of Directors may specify other terms, conditions,
qualifications, restrictions and privileges of the Non-Voting
Preferred Shares, insofar as said terms, conditions, qualifications,
restrictions and privileges are not inconsistent with the
provisions of Article Seventh and of any applicable law or
regulation;
k. The Board of Directors shall have full power and authority to
authorize (whether by adoption of amendments to the By-Laws
of the Corporation or of resolutions, the promulgation of rules or
regulations or otherwise) the taking by the Corporation of all
such action, and the Corporation shall have full power and
authority to take all such actions as the Board of Directors may
deem necessary or appropriate to insure compliance by the
Corporation with any applicable provision of law, rule or
regulation relating to the ownership of securities of the
Corporation by citizens of the Philippines, aliens or other
persons or group of persons.
2. The amendment of the Seventh Article of the Company’s Articles of
Incorporation to include among existing exceptions to the pre-emptive right:
a.
b.
c.
the issuance of preferred shares of any class and/or series;
the reissuance of common and/or preferred shares of any class and/or series
from Treasury, and
the issuance of common shares which the Board has resolved not to first
offer to shareholders on a pro-rata basis (“Non-Preemption Shares”);
provided that the total of such Non-Preemption Shares, together with prior
issuances of common shares which were also not first offered to then
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)
existing shareholders on a pro rata basis, will not exceed 20% of the
authorized common shares at the time of the issuance of the NonPreemption Shares.
3. The appointment of SGV & Co. as external auditor for the current year.
During the organizational meeting of the new Board of Directors held immediately after
the stockholders’ meeting, the following officers were elected:
NAME
POSITION
OSCAR M. LOPEZ
Chairman Emeritus
FEDERICO R. LOPEZ
Chairman & CEO
RICHARD B. TANTOCO
President & COO
ERNESTO B. PANTANGCO
Executive Vice President
NESTOR H. VASAY
Senior Vice President for the Finance Sector/CFO/
Treasurer
RICO G. BERSAMIN
Senior Vice President, Head of Leyte Geothermal
Business Unit (LGBU)
MANUEL S. OGENA
Senior Vice President, Geosciences and Reservoir
Engineering Group
DOMINADOR M. CAMU JR.
Senior
Vice
President,
Operations
and
Maintenance Group and Concurrent Head of
Bacon Manito Geothermal Business Unit (BGBU)
MARCELINO M. TONGCO
Senior Vice President for Strategic Contracting
MA. ELIZABETH D. NASOL
Vice President for the Human
Management Sector
VINCENT
VILLEGAS
MARTIN
Resource
C. Vice President for the Business Development
Sector
ARIEL ARMAN V. LAPUS
Vice President, Managing Director for Latin
America
FERDINAND B. POBLETE
Vice President for Information
Group/Chief Information Officer
WILFREDO A. MALONZO
Vice President for the Supply Chain Management
Sector
Technology
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)
ERWIN O. AVANTE
Vice-President for Corporate Finance, Compliance
Officer and Concurrent Head of Negros Island
Geothermal Business Unit (NIGBU)
DWIGHT A. MAXINO
Vice President, Head of NIGBU Project
Management Office and Facility Shared Services
MANUEL C. PAETE
Vice President, Head of LGBU Projects &
Resource Management
LIBERATO S. VIRATA
Vice President, Head of BGBU Projects &
Resource Exploration Management
ELLSWORTH R. LUCERO
Vice President, Head
Operations Management
ERUDITO S. RECIO
Investor Relations and Corporate Information
Officer
GLENN L. TEE
Chief Audit Executive
TEODORICO R. DELFIN
Corporate Secretary
ANA MARIA A. KATIGBAK
Assistant Corporate Secretary
of
LGBU
Facilities
The Board elected the following members to the Nominations & Compensation, Audit
& Governance, Risk Management, Corporate Social Responsibility, and Operations
Committees:
Nomination and Compensation Committee
Federico R. Lopez (Chairman)
Elpidio L. Ibanez
Francis Giles B. Puno
Peter D. Garrucho, Jr.
Arturo T. Valdez (Independent Director)
Management Representative:
Ma. Elizabeth D. Nasol
Audit and Governance Committee
Edgar O. Chua (Chairman; Independent Director)
Francisco Ed. Lim (Independent Director)
Arturo T. Valdez (Independent Director)
Francis Giles B. Puno
Ernesto B. Pantangco
Management Representatives:
Nestor H. Vasay
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)
Maribel A. Manlapaz
Risk Management Committee
Francis Giles B. Puno (Chairman)
Jonathan C. Russell
Peter D. Garrucho, Jr.
Management Representatives:
Nestor H. Vasay
Dominador M. Camu Jr.
Erwin O. Avante
James A. Villaroman
Jay Joel L. Soriano
Mark D. Habana
Corporate Social Responsibility (CSR) Committee
Federico R. Lopez (Chairman)
Edgar O. Chua (Independent Director)
Arturo T. Valdez (Independent Director)
Ernesto B. Pantangco
Management Representatives:
John C. Arnaldo
Operations Committee
Federico R. Lopez
Richard B. Tantoco
Francis Giles B. Puno
Ernesto B. Pantangco
Jonathan C. Russell
Peter D. Garrucho, Jr.
Elpidio L. Ibanez