Please be informed that the Company’s Executive Committee, by authority of the Board of Directors, approved on 25 March 2022 the following:
1. To authorize (a) the filing by the Company with the Securities and Exchange Commission (“SEC”) of a registration statement covering a three-year shelf registration (the “Shelf Registration”) of up to 649,870,100 primary common shares (the “Securities”), (b) the Company’s offer, issuance and listing of such Securities in up to three separate tranches, and (c) the filing of the corresponding application for the listing of Securities issued under each such tranche (the “Listing Applications”) with the Philippine Stock Exchange (“PSE”); 2. To authorize the offer and issuance by the Company, out of the Securities to be shelf registered, in the following tranches: (a) up to 74,000,000 Securities through a follow-on offering to the public; (b) up to 339,076,058 Securities to AC Energy Corporation (“ACEN”) at an issue price of PhP10.00 per share in exchange for certain properties of ACEN pursuant to the asset for the share swap transaction executed with the Corporation on 29 December 2021; and (c) up to 236,794,042 Securities through a stock rights offering, all subject to compliance with all applicable SEC and PSE rules and regulations; 3. To delegate authority to the Chairman, John Eric T. Francia, the President, Rolando J. Paulino, Jr. and CFO, Maria Corazon G. Dizon, to jointly determine and finalize the final structure and other terms and conditions of the offer issuance and listing of the Securities from the Shelf Registration, including the size, price, and the schedules of each tranche, and other documents and appointments or engagements necessary to implement the foregoing transactions; 4. To authorize the filing of such documents as may be required by the SEC and PSE in connection with the Shelf Registration and the Listing Applications for each tranche, respectively, including a prospectus for the initial tranche and relevant offer supplements for subsequent tranches; 5. To authorize any one (1) of John Eric T. Francia, Rolando J. Paulino, Jr., Maria Corazon G. Dizon, and Dodjie D. Lagazo to sign such documents and execute such actions as are necessary to implement the foregoing; and 6. To authorize the disclosures contained in the prospectus and offer supplements for each tranche, and such other documents, certifications or confirmations as may be required by the SEC and the PSE, and to assume responsibility for the information contained therein. |