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EDC 2014 SR (UPDATED)

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<strong>EDC</strong> <strong>2014</strong> Performance Report<br />

The following table shows the voting results in the <strong>2014</strong> Annual Stockholders’ Meeting of the Energy Development Corporation:<br />

Results of the <strong>2014</strong> Annual Stockholder’s Meeting<br />

Resolution Approving Dissenting Abstaining<br />

Approval of the Minutes of the Previous Stockholders’ meeting<br />

TOTAL VOTES: 23,904,490,552<br />

Approval of the management Report and Audited Financial statements for the<br />

year ended December 31, 2013<br />

TOTAL VOTES: 23,904,490,552<br />

Confirmation and Ratification of all acts and resolutions of Management and the<br />

Board of Directors from the date of the last stockholders’ meeting as reflected in<br />

the books and records of the company<br />

TOTAL VOTES: 23,904,490,552<br />

Approval of amendment of the Articles of Incorporation to reclassify the Three<br />

billion (3,000,000,000) authorized and unissued common shares with a par value<br />

of One Peso (₱1.00) per share, into Three Hundred Million (300,000,000)<br />

Non-Voting Preferred Shares with a par value of Ten Pesos (₱10.00) per share<br />

TOTAL VOTES: 23,904,490,552<br />

Approval of amendment of the Articles of Incorporation to limit the preemptive<br />

right for certain share issuances/ reissuances<br />

TOTAL VOTES: 23,904,490,552<br />

Approval of the appointment of SGV & Co. as the Company’s external auditor<br />

TOTAL VOTES: 23,904,490,552<br />

22,578,379,978<br />

(80.28%)<br />

22,894,602,203<br />

(81.40%)<br />

22,568,102,478<br />

(80.24%)<br />

23,204,530,289<br />

(82.50%)<br />

21,438,895,716<br />

(76.23%)<br />

22,894,602,203<br />

(81.40%)<br />

0 1,326,110,574<br />

0 1,009,888,349<br />

10,277,500 1,326,110,574<br />

699,269,263 691,000<br />

2,464,903,836 691,000<br />

0 1,009,888,349<br />

3. Role of Stakeholders<br />

We, at <strong>EDC</strong>, see our business viability as tied to our responsibility to our stakeholders, be it a shareholder, a customer, a supplier or contractor, the<br />

environment, the government, the community within which we operate, and the society in general. We consider all stakeholders to be our partner<br />

towards achieving our goals and targets, and we value their contributions to our success.<br />

To ensure that our corporate activities are aligned with the best interest of our stakeholders, we have put in place and have been implementing<br />

policies in dealing with our stakeholders in our Code of Conduct and Business Ethics (CCBE) and Code of Conduct and Discipline (CCD).<br />

The CCBE encapsulates key principles and values that guide <strong>EDC</strong>, our officers and employees in dealing with our stakeholders, i.e. investors, customers,<br />

suppliers, contractors, the Government and the surrounding communities, and in handling critical issues and concerns facing the Company, such as<br />

the Government, the Employees, <strong>EDC</strong>’s Business Partners, the Environment, the Communities around the Company, Company Books and Records,<br />

Confidential Information, a Healthy and Safe Workplace, and the Media, among others.<br />

Complementary to the CCBE is <strong>EDC</strong>’s employee CCD, which became effective September 16, 2011. The CCD prescribes the norms of conduct and<br />

standards of behavior to instill a strong sense of discipline among its employees. These standards of behavior serve as guideposts in ensuring that our<br />

employees embrace and live <strong>EDC</strong>’s core values. In launching the CCD, acknowledgment forms expressing their commitment to strictly conform to the<br />

Code of Conduct and Discipline were signed by all our employees.<br />

With the goal of aligning personal values, actions and concepts of business behavior and governance based on enduring moral values, the CCBE and<br />

CCD encourage right actions and upholds integrity in the face of situations involving ethical issues.<br />

<strong>EDC</strong>’s Key Principles in Dealing with our Stakeholders<br />

Briefly, <strong>EDC</strong>, through our Board, Management, officers and employees, strictly observe the following key values and principles in dealing with our<br />

stakeholders, pursuant to the CCBE and CCD:<br />

A. Business Partners (i.e. customers, suppliers, contractors, creditors, investors, government)<br />

Honor all contractual obligations in accordance with existing laws, rules and policies;<br />

Fairness and transparency in all procurement activities and business transactions;<br />

Maintain professional relationships with potential and current suppliers, contractors and clients;<br />

Maintain the highest standards of service, professionalism, fairness and honesty in dealing with clients, bankers and financial advisors;<br />

Strictly observe company policies and laws on conflict of interest;<br />

Treat business partners and their personnel with professionalism and courtesy and without compromising <strong>EDC</strong>’s integrity;<br />

x Avoid soliciting gifts, accepting bribes and doing special favors and other acts that might be construed as giving undue advantage<br />

x Avoid accepting anything the value of which is manifestly excessive that may impair or be presumed to impair professional judgment<br />

85

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