First Philippine : Minutes of the 2024 Annual Stockholders' Meeting

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MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS

OF

FIRST PHILIPPINE HOLDINGS CORPORATION

HELD AT THE FIFTH EAST AT ROCKWELL

5th FLOOR POWER PLANT MALL

ROCKWELL CENTER, MAKATI CITY

ON MAY 31, 20241

CALL TO ORDER AND ROLL CALL

The Chairman of the Board and Chief Executive Officer, Mr. Federico R. Lopez, called the meeting to order and thereafter presided. He advised the stockholders that the following members of the board were present:

Chairman & CEO Federico R. Lopez	Chairman of the Executive and the
	Finance & Investment Committees;
	Vice Chairman of the Corporate
	Governance Committee; Member of
	the Compensation & Remuneration
	Committee
President & COO Francis Giles B. Puno	Vice Chairman of the Executive and
	the Finance & Investment
	Committees; Member of the
	Compensation & Remuneration and
	the Corporate Governance
	Committees
Ms. Mercedes Lopez-Vargas	Member of the Audit Committee
Executive Vice President, Treasurer &	Member of the Executive,
CFO Emmanuel Antonio P. Singson	Finance & Investment, and Related
	Party Transactions Committees
Mr. David O. Chua	Member of the Board Risk Oversight
	Committee
Ms. Roberta L. Feliciano	Member of the Board Risk Oversight
	Committee
Mr. Jaime I. Ayala	Chairman of the Corporate
	Governance Committee; Member of
	the Audit and the Board Risk
	Oversight Committees

1 DRAFT ONLY. For ratification by the stockholders at the next annual general meeting.

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Mr. Stephen T. CuUunjieng	Chairman of the Compensation &
	Remuneration and Related Party
	Transactions Committee, Member of
	the Audit and the Corporate
	Governance Committees
Mr. Francisco Ed. Lim	Member of the Audit, Corporate
	Governance and the Board Risk
	Oversight Committees
Mr. Miguel Ernesto L. Lopez	Member of the Executive, Audit,
	Finance & Investment Committees
Ms. Rizalina G. Mantaring	Chairperson of the Audit Committee,
	Member of the Compensation &
	Remuneration, Board Risk
	Oversight, and Related Party
	Transactions Committee
Mr. Cirilio P. Noel	Chairman of the Board Risk
	Oversight Committee, Member of
	the Audit and Related Party
	Transactions Committees

The Chairman further stated that senior management, Board advisers, as well as external auditors SGV & Co., were all present at the meeting, which the Corporate Secretary, Mr. Enrique I. Quiason, formally recorded as follows:

Mr. Victor Emmanuel B. Santos, Jr.	Executive Vice President
Mr. Anthony M. Mabasa	Senior Vice President
Mr. Joaquin E. Quintos IV	Senior Vice President
Mr. Renato A. Castillo	Senior Vice President & Chief Risk Officer
Mr. Anthony L. Fernandez	Senior Vice President
Mr. Jose Valentin A. Pantangco, Jr.	Senior Vice President & Head, Corporate
	Planning
Ms. Anna Karina P. Gerochi	Vice President, Chief Human Resources Officer
Mr. Jonathan C. Tansengco	Vice President
Mr. Ramon A. Carandang	Vice President
Ms. Shirley H. Cruz	Vice President & Chief of Staff, Office of the
	Chairman
Ms. Maria Carmina Z. Ubaña	Vice President/Comptroller
Ms. Rachel R. Hernandez	Vice President, Assistant Corporate Secretary
	& Compliance Officer
Ms. Agnes C. De Jesus	Vice President & Chief Sustainability Officer
Mr. Rene J. Mayol	Vice President

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Mr. Ernie G. Imperial	Vice President & Chief Digital Officer
Ms. Karen Y. Chung	Vice President & Investor Relations Officer
Mr. Angelo G. Macabuhay	Vice President & Head of Internal Audit
Ms. Jannina Cynthia P. Mendoza	Vice President for Strategic Brand
	Management
Mr. Enrique I. Quiason	Corporate Secretary
Ms. Lianne M. Bacorro	Assistant Compliance Officer
Mr. Jonathan C. Russell	Senior Board Adviser
Mr. Mario L. Bautista	Senior Board Adviser
Mr. Walter C. Wassmer	Senior Board Adviser

Also present were Ms. Maria Vivian Ruiz, Mr. Noel P. Rabaja, Ms. Veronica Andresa R. Pore, and Mr. Richard Belda, all representing the external auditors of the Corporation, SyCip, Gorres, Velayo & Co.

PROOF OF NOTICE

The Corporate Secretary confirmed that he had caused notices of the annual meeting to be published in accordance with applicable regulations of the Securities and Exchange Commission (SEC). In compliance with the SEC's requirements, the notice and agenda of the meeting were published in the Manila Times and Business Mirror, both being newspapers of general circulation, last May 9 and 10, 2024 in both printed form and online. The meeting materials including the Notice and Agenda, Explanation of Agenda Items, Definitive Information Statement, the Management Report, and the Audited Financial Statements together with the quarterly financials were also posted on the Philippine Stock Exchange's (PSE) EDGE Disclosure System and on the company's website. He confirmed his execution of a Certificate attesting to this fact. The Chairman instructed the Corporate Secretary to append that Certificate to the minutes of the meeting.

DETERMINATION OF QUORUM/GROUND RULES

Upon the inquiry of the Chairman, the Corporate Secretary reported that out of the 463,586,091 common shares issued and outstanding, there were present either in person or represented by proxy 309,269,448 shares of the common stock representing 66.71% of the outstanding voting stock of the Corporation. There being a quorum, the Chairman declared the meeting open for the transaction of business. He then requested the Corporate Secretary to discuss the procedures and ground rules to be observed for the meeting.

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The Corporate Secretary explained that under the Company's Articles of Incorporation, all common shares have full voting rights. Except for delinquent stock, all common stockholders of record as of April 23, 2024 were entitled to register and vote the number of shares in their name as of the record date. The Notice and Agenda as published included an explanation of the agenda items. A validation of the stockholders' status was conducted from May 21 to 24, 2024.

For items other than the election of directors, the stockholders had the option to either vote in favor of or against a matter for approval, or to abstain.

For the election of directors, the stockholders had the option to vote their shares for each of the nominees, not vote for any nominee, or vote for one or some nominees only, in such number of shares as the stockholders prefer; provided that the total number of votes cast does not exceed the number of shares owned by them multiplied by the number of directors to be elected. In the election of directors, cumulative voting shall be allowed and the top fifteen nominees with the most number of votes will be elected as directors.

The Corporate Secretary explained that the manner of voting shall be non- cumulative, except as to the election of directors. Each stockholder shall have one vote for each share entitled to vote and registered in his name.

The vote of the stockholders representing at least a majority of the shares present or represented at the meeting will be sufficient to approve any of the matters for approval. In the election of directors, cumulative voting shall be allowed and the top fifteen (15) nominees with the most number of votes will be elected as directors. Voting shall be done by balloting and the transfer agent shall count and canvass the ballots.

The Corporate Secretary said that the participation and voting procedures were also contained in the Definitive Information Statement, accessible to all stockholders through the Company's website, as well as on the EDGE disclosure system of the PSE.

For fair and orderly proceedings, the following ground rules will be observed during this meeting:

1. A stockholder who wishes to ask a question or make a comment must identify himself and direct his question to the Chairman. If he is a holder of a proxy, he is to state this fact and the name of the stockholder who granted him the proxy. He must first be recognized by the Chairman before he can have the floor.
2. Questions or comments from the floor may be entertained subject to the following:
3. 1. Only questions or comments relevant to the particular item in the agenda

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being discussed will be allowed;

1. 1. To give equal chance to everyone - a stockholder can ask one (1) question or give one (1) comment. If there are questions or comments which could not be entertained on the floor, a stockholder may submit his position in writing to the Office of the Corporate Secretary within five (5) days from the date of the meeting.
2. A stockholder shall be given, at most, two (2) minutes to ask a question or discuss his comments.
   The Chairman may waive or allow exceptions to the foregoing rules if, in his

judgment, he deems it necessary or proper under the circumstances. Any person who fails to follow the foregoing guidelines may be declared out of order and barred from further participation in the proceedings or escorted from the venue.

The Corporate Secretary reminded everyone to observe proper decorum and due courtesy during the meeting.

APPROVAL OF THE MINUTES

OF THE PREVIOUS MEETING

The Chairman said that the next order of business was the approval of the minutes of the previous stockholders' meeting. He said that an electronic copy of the draft minutes of the Annual Stockholders' Meeting held last May 29, 2023 was posted on the company's website within five (5) business days after the date of the actual meeting. He requested the Corporate Secretary to read the proposed resolution in this regard.

The Corporate Secretary read the draft resolution as follows:

"RESOLVED, that the stockholders of First Philippine Holdings Corporation hereby approve the minutes of the Annual Stockholders' Meeting held on May 29, 2023."

The Corporate Secretary stated that the Company received votes or proxies representing 309,242,261 shares or 99.99% of the shares present or represented at the meeting which voted in favor of the approval of the proposal, zero (0) shares voting against, and zero (0) shares abstaining.

This was noted by the Chairman who declared the resolution approved.

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THE CHAIRMAN'S REPORT

Mr. Federico R. Lopez, the Chairman and Chief Executive Officer, then rendered his annual report, thus -

2023 was a harsh year for our planet. It was the hottest year on historical record by a substantial margin of +0.15°C over the previous high set in 2016; and it's most likely the hottest year in the last 100,000 years. It's no exaggeration that every person from every corner of the world has experienced this past year the "unprecedented fury" unleashed by all the extreme weather events that have been increasing and occurring more frequently, "supercharged" by climate change.

Scorching and prolonged heatwaves were felt across the continents, setting new temperature records in Southern Europe, North Africa and the Middle East and in countries like the US and China.

Raging wildfires such as in Maui Island, Canada, and Greece were considered the worst and the largest experienced in these areas, burning down forests, properties, and even claiming lives.

Powerful hurricanes, cyclones and typhoons swept across the various regions, causing devastating floods like Cyclone Freddy, which was one of the longest lasting cyclones that lasted for 34 days. Another storm, Daniel, brought record rainfall in Libya that overwhelmed dams and caused deadly flooding as more than 4,000 people died and over 10,000 more went missing. Tropical cyclone Mocha hit Myanmar and affected some 800,000 people in the region. Typhoon Mawarlashed out in Guam and was the strongest storm to affect the island since 2002. It also affected the Philippines as Super Typhoon Betty with a peak intensity of 215kph.

There were intense rainfall and extreme precipitation too, that caused flash floods in New York, Hong Kong and parts of Northern Europe.

The extremely high temperature also contributed to record breaking levels for ocean heat and acidification, sea level rise, Antarctic sea ice loss and glacier retreat. What scientists have been fearing and warning us on the devastating effects of climate change continue to unfold every single day now, highlighting our own vulnerabilities to the powerful wrath of nature. We are in the midst of a climate crisis that we ourselves have caused and the cost of further inaction can only be catastrophic.

What's more, the 2023 Global Stocktake (GST) revealed that the world is not on track on limiting global warming to 1.5°C. The GST is a core component of the 2015 Paris Agreement that assesses each country's progress on climate action and encourages them to augment their

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climate goals. The slow mitigation could have been compensated by adaptation to shield us from the worsening climate change impacts, but the UN Environmental Programme (UNEP) Adaptation Gap Report of 2023 noted the world is also underfinanced and underprepared from the climate hazards.

Amidst all these, how then can we secure a decarbonized and regenerative future?

Many scientists have expressed the urgency for more ambitious climate action. In the words of UN secretary general Antonio Guterres: "Leaders can't kick the can any further. We're out of road."

At the conclusion of COP28 in December 2023, negotiators from all over the world worked overtime to deliver a new plan to address the mounting crisis posed by human-induced climate change. Key was the agreement to "transition away from fossil fuels in energy systems" as well as to support vulnerable nations most impacted by climate change through pledges to a loss and damage fund. There was also progress on the $100.0 Billion pledged by developed nations to finance climate mitigating and adaptation initiatives in developing countries. The Global Goal on Adaptation was also included to encourage "accelerating the use of ecosystem-based adaptation and nature-based solutions."

For the Philippines, we saw the systematic approach undertaken by our government from updating our National Greenhouse Gas (GHG) Inventory, to the crafting of the Philippine Climate Change Assessment Report 2018-2023 with the help of the Oscar M. Lopez Center, and the completion of the National Adaptation Plan focused on food security, water sufficiency, ecosystem and environmental stability and human security which are all for release in 2024. We await finalization of the implementation plan of our Nationally Determined Contribution (NDC) to complete the foundation to rally all sectors to climate action. Complementing the government blueprint are planned regulations to align the private sector to this course, borne out of recognition that businesses contribute largely to the national GHG footprint. We also anticipate the adoption by the Securities and Exchange Commission of the international sustainability and climate standards for disclosure based on the prescriptions of the International Financial Reporting Standards Board in June 2023.

At the FPH Group, we've been actively speaking about the global Journey to Net Zero through its three phases namely: (1) reducing the current level of greenhouse gas emissions of 59 gigatons per year and seeing emissions peak by 2025; (2) then eliminating all GHG emissions and getting to Net Zero by 2050; (3) and then finally reducing the concentration of GHGs in the atmosphere and achieve net negative emissions. We must bear in mind that the ultimate goal is to solve the climate crisis that, by all accounts, is undeniably real and in urgent need

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of action. We have a narrowing time frame of the next 26 years to make our every action count and avoid irreversible damage to our planet.

Foremost is the need to decarbonize and scale up the greening of our electricity grid. This entails not only changing the electricity system but building a new global energy system with components we have never built before and at a massive scale. We believe this to be the greatest energy transition in the history of mankind.

Our diverse portfolio of clean and renewable energy sources allows us the best opportunity to shepherd our country's energy transition to Net Zero. Aligned with the Philippine Energy Plan, we've set our target to grow our low carbon energy portfolio to 13,000 MW by 2030, of which 9,000 MW will be from renewable energy. We've lined up our expansion and growth projects utilizing our various fuels of geothermal and hydro and we are eyeing to expand our solar and wind power facilities through several service contracts in various sites all over the country that will be explored in the next few years.

Still, we recognize the importance to keep the lights on during this energy transition, more so with the imminent depletion of our Malampaya natural gas reserves. In 2023, we completed our LNG terminal facility situated at the First Gen Clean Energy Complex and ushered our floating storage and regasification vessel, the BW Batangas into the Batangas Bay. We've began importing LNG for testing and commissioning, and the LNG facility is ready to make up for any shortfall in Malampaya production and to continue to power our natural gas plants. This early though, we are looking at new technologies and alternative fuels to repower our natural gas plants, consistent with our own commitment to Net Zero by 2050. At Energy Development Corporation, we've embarked on a massive multi-yearwell-drilling operation to expand output for our various geothermal power plants to ensure a more steady and reliable supply from one of the few renewable energy sources capable of delivering power on a 24/7 basis. In May 2023, we won the bid for the 165-MW Casecnan hydro facility that, in combination with our Pantabangan-Masiway plants and our planned Project Aya pumped storage facility, gives us control over such a unique hydro asset complex. With the turnover of Casecnan in February 2024, we are now working to realize synergies in our hydro operations to supply the country's growing demand for clean energy.

As we clean up our energy grid, we are also working to scale up energy efficiency as the "first fuel" and encourage its use everywhere. Today these efforts are still sparse and fragmented but have great potential to reduce carbon emissions and bring real cost savings and enhance the bottom lines of our customers. We've been developing our own arsenal of solutions such as rooftop solar, remote energy monitoring systems that allows consumers real-time monitoring of energy consumption, energy efficiency audits and solutions for commercial and industrial establishments, and distributed microgrids and resilient power solutions

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that can deliver reliable electricity all with the view to address the many pain points experienced by consumers.

We recognize though that it takes more than energy security and energy transition to stabilize the distressing state of the climate. While addressing the climate crisis feels such a daunting task, we remain optimistic and hopeful. Our FPH Mission "to forge collaborative pathways to a decarbonized and regenerative future" continues to guide our path and we reaffirm our commitment to collaborate with our stakeholders, the government and the global community in the continuing fight to secure our future. Thank you for your continued and unwavering trust and support.

The Chairman thereupon called on Mr. Francis Giles B. Puno, President & COO of the Corporation, to render his report.

THE PRESIDENT'S REPORT

Mr. Puno, after being given the floor, rendered his report, thus -

Dear Valued Shareholders,

Standing in front of you here today, it is tempting to simply start off my report with a big, loud headline:

'FPH consolidated net income increases 22% to P29B in 2023'. This is the kind of headline that sets a very positive tone. But, it is not the only one you need to hear.

It is also my role as President to provide you - who have invested in a company you trust to give you the best possible returns- with a transparent and balanced view of what we are doing today, and what we aspire to do in the near future. And in doing so, I believe you will find the promise of an even more exciting future ahead for your company truly powered by good.

In 2023, FPH made significant headway in our mission of creating a decarbonized and regenerative future and achieved strong business returns.

FPH made great strides both in the execution of our strategic and operational initiatives and in delivering strong financial results. We are proud of these achievements, which are the result of the hard work of a tremendously talented, committed, and passionate team upon whom you have placed your trust.

That said, we also note that we achieved all these against a backdrop of persistent environmental, social, and economic threats.

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Last year brought days of scorching heat in the dangerous levels of 40 to 50 degrees Celsius during the summer months, only to be followed by Super Typhoon Egay which battered the northern part of the country with destructive winds of up to 240 kph. I'm sure you can attest that we are experiencing the same this year. Sadly, it is the most vulnerable populations - the Philippines included - that are unfairly bearing the brunt of 'global boiling'.

The silver lining is that we already know what needs to get done. It is just a matter of heeding the call and doing it. This is precisely the reason why we at FPH have taken the painstaking effort to align our business plans with our mission. By doing so, we have increasingly realized that there are many exciting opportunities that are opening up for our businesses in power, real estate, construction, manufacturing and energy solutions, healthcare and education. Your company, FPH, by innovating its ways of doing business, is in a strong position to lead as we move towards a decarbonized and regenerative future.

Today, it gives me great joy to share with you our stories from our ongoing journeys.

Let me start off by talking about the initiatives of our power subsidiaries, First Gen and EDC.

First, the challenges: Countries like the Philippines are constrained with limited fossil fuel reserves--Malampaya natural gas supply has been in decline. Aside from this, most of our country's coal needs are imported from Indonesia. In 2023, coal imports to the Philippines increased to 35 million tonnes costing over PHP 200 billion. Coal already makes up 60% of our electricity supply. In contrast, Vietnam's energy mix for coal is at 50%.

The fact that we do not have a significant supply of indigenous fossil fuel reserves may turn out to be an unexpected blessing given the Government's policy to decarbonize the country's energy systems. Indigenous, renewable sources of energy-be it geothermal, solar, wind, or hydro- must be increasingly tapped but needs to be supported with the right policies and incentives.

Amidst this scenario, we have realized that that there is no one-size-fits- all approach to solving energy security, and that solutions must be tailor- fit to a country's unique situation. Our challenge is this: how do we decarbonize in a just manner while addressing the need for energy security?

The good news is that not only is there a blueprint for success, but there is one where we can play a large role in. The challenges we face have prompted the Government to put in place a policy to decarbonize the country's energy needs. In last year's annual report, the Department of

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