EDC 2014 SR (UPDATED)

EDC 2014 Performance Report
were also not first offered to then existing shareholders on a pro rata basis, will not exceed 20% of the authorized common shares at the time of
the issuance of the Non-Preemption Shares.
• Minority Shareholders’ Right. Our By-Laws also provide the following safeguards in ensuring the protection of the rights of its minority
shareholders: (1) The requirement in the Articles and By-Laws for the concurrence of the majority of the minority shareholders present in all cases
where the law requires a 2/3 vote of the outstanding capital stock; and (2) for the validity of Board acts and decisions, the concurrence of at least
one independent director must be cast in favor of any resolution in all instances of voting.
• Right to be Notified of, and to Participate in Decisions Concerning Fundamental Corporate Changes. We encourage our shareholders’
personal attendance in annual and special stockholders’ meetings to ensure their effective and active participation therein and to help them
arrive at a well-informed decision on the proposed fundamental changes in the company. If they cannot attend such meetings, shareholders
are apprised ahead of time of their right to appoint a proxy. The electronic filing and early distribution of the Definitive Information Statement,
or SEC Form 20-IS containing the Notice of Meeting and the Agenda, the proxy forms and all information necessary for stockholders to make
informed decisions, are strictly observed by EDC.
The Notice of Annual Meeting of the Company’s shareholders, Proxy Forms and the Definitive Information Statement submitted to the Securities
and Exchange Commission (SEC) contain the detailed guide to inform EDC’s stockholders about the exercise of these stockholders’ rights.
Electronic copies of these documents are distributed in compact disk (CD) formats by regular mail, or via postings in EDC’s website and by
disclosures in the Philippine Stock Exchange’s Electronic Disclosure Generation Technology (PSE EDGE). Stockholders may also request for a
hard copy of these documents from the Office of the Corporate Secretary and the Investor Relations Office (c/o Erudito S. Recio, Senior Manager,
Investor Relations).
Our non-controlling shareholders are given an opportunity to nominate candidates to the Board. For 2014, our independent directors were
nominated by Messrs. Rafael Ignacio Montinola, Edwin Martelino and Farley Cuizon.
During the Stockholders’ meeting, our shareholders are given an opportunity to raise questions to our Board and Management. For 2014, these
questions and answers are recorded and included in the 2014 Annual Corporate Governance Report (ACGR) of EDC posted in our website.
Details of the meeting are further discussed in this report under “Equitable Treatment of Shareholders”.
Approved agenda items and the outcome of our Shareholders’ Meeting and organizational Meeting of the Board of Directors are immediately
disclosed to the public via SEC submissions, PSE Disclosures and the Company website.
• Right to Dividends (Dividends Policy). Our Board of Directors is authorized to declare dividends as long as EDC has unrestricted retained
earnings in accordance with Section 43 of the Corporation Code.
In the case of cash dividends, holders of common shares are entitled to receive annual cash dividends of at least 30% of the prior year’s recurring
net income based on the recommendation of the Board of Directors, without need of stockholders’ approval. Such recommendation for cash
dividend declaration will take into consideration factors such as current and prospective debt service requirements and loan covenants, the
implementation of business plans, operating expenses, budgets, funding for new investments, appropriate reserves and working capital, among
others.
In the case of stock dividends, Board and stockholders’ approval are required in accordance with existing laws. Stockholders representing at
least two-thirds of EDC’s outstanding capital stock must approve the stock dividend declaration.
In 2014, EDC’s Board of Directors approved the declaration of cash dividends twice: (1) on February 28, 2014, the declaration of a cash dividend
of ₱0.10 per share on the common shares in favor of common shareholders of record as of March 17, 2014 and payable on or before April 10,
2014; and (2) on October 3, 2014, the declaration of a special cash dividend of ₱0.10 per share on the common shares in favor of common
shareholders of record as of October 20, 2014 and payable on or before November 13, 2014. The cash dividends were paid within thirty (30) days
after being declared by the Board.
Below is a table showing the dividend declarations and pay-outs made by EDC for the last three (3) years:
Energy Development Corporation Dividend Declarations and Pay-outs 2012-2014
Type Value Record Date Date Payable Reference
Special Cash dividend on Common shares, ₱0.10/sh ₱1,875,000,000 20-Oct-14 13-Nov-14
Cash dividend on Common shares, ₱0.10/sh ₱1,875,000,000 17-Mar-14 10-Apr-14
Cash dividend on Preferred shares, ₱0.0008/sh ₱7,500,000 17-Mar-14 10-Apr-14
Special Cash dividend on Common shares, ₱0.08/sh ₱1,500,000,000 25-Sep-13 21-Oct-13
PSE Disclosure dated
October 3, 2014
PSE Disclosure dated
February 28, 2014
PSE Disclosure dated
February 28, 2014
PSE Disclosure dated
September 10, 2013
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