At the meeting of the Board of Directors of Nickel Asia Corporation (the "Company") on August 4, 2022, the Board approved the following: a. The issuance by the Company of up to US$ 300 Million Corporate Bonds The Company intends to offer US$ 200 up to 300 million Reg S green five-year bonds between November 2022 or the first quarter of 2023. The proceeds of the offering shall be utilized for the funding of EPI’s renewable energy projects, primarily those forming part of the 1 GW project to be undertaken by the EPI-Shell Overseas Investments B.V. joint venture, as well as other projects of EPI.
b. The conversion of PhP1.054 billion advances to equity in EPI The Company shall convert PhP1.054 billion of its advances in EPI into additional equity upon approval of EPI’s application for increase in authorized capital stock. The advances for conversion includes advances of PhP137.125 million approved by the Board at the same meeting for EPI’s digitalization projects and expansion of operations. The conversion of PhP1.5 billion advances into equity that was approved by the Board on August 4, 2017 shall also be implemented. Upon conversion of the PhP1.5 billion advances and the additional PhP1.054 billion advances into equity, the Company’s ownership will increase from the current 86.29% to 93.13%. c. The creation of the Sustainability Committee and Chief Sustainability Officer Position, and Adoption of the Charter of the Sustainability Committee The Board created a Sustainability Committee and approved its Charter. The Committee shall be composed of three Directors, including the President and at least one (1) independent director. The Committee shall be responsible for the identification and assessment of significant economic, environmental, ethical, and social impact of the business and operations of the Company and its subsidiaries and its effect to the Company’s long-term objective to be a responsible and sustainable business within the industry it operates in and as a contributor to national development. The Board also created the position of the Chief Sustainability Officer who shall spearhead the development, establishment, and review of the Group’s ESG Roadmap and sustainability framework, policies, and initiatives. d. The approval of the NAC Anti-Bribery Policy Consistent with its core values of Integrity and Honesty, the Board approved the Company’s Anti-Bribery Policy to confirm its commitment to adhere to the highest norms of ethical conduct in words and in actions, conduct its business honestly, equitably, and fairly, strive for consistency in the Company’s actions, and comply with all laws and regulations applicable to its business activities in all communities it operates in. |