C00897-2024

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Feb 21, 2024
2. SEC Identification Number
C199800134
3. BIR Tax Identification No.
200-652-460-000
4. Exact name of issuer as specified in its charter
ABOITIZ POWER CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines Postal Code 1634
8. Issuer's telephone number, including area code
02 8886 2800
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Stock P1 Par Value 7,205,854,307
Amount of Debt Outstanding (As of Sept. 30, 2023) 242,951,921,000
11. Indicate the item numbers reported herein
9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Aboitiz Power CorporationAP

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Aboitiz Power Corporation (“AboitizPower”) signs a share purchase agreement for the acquisition of an additional 15.6% equity stake in STEAG State Power Inc. (the “Company”)
Background/Description of the Disclosure

AboitizPower entered into a share purchase agreement with STEAG GmbH (“STEAG”) for AboitizPower’s acquisition of STEAG’s remaining 15.6% interest in the Company.
Date of Approval by
Board of Directors		 N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

AboitizPower is continuously managing and optimizing its generation portfolio, both in thermal and renewable energies. This is a good opportunity to help sustainably manage an existing generation facility, which is a vital component of the Mindanao grid, and provides affordable and reliable power to many Filipinos. Since this is an existing generation facility, there are no emissions added to the total GHG emissions of the Philippines.

With the energization of the Mindanao-Visayas Interconnection, this plant will be able to export much needed capacity to the national grid, which has experienced tightness of supply reserves in recent years.
Details of the acquisition or disposition
Date Feb 21, 2024
Manner

Execution of a Share Purchase Agreement
Description of the company to be acquired or sold

STEAG State Power Inc. or the Company is a company duly incorporated under the laws of the Republic of the Philippines, established to undertake the development, financing, construction, testing, commissioning, operation, and maintenance of a 210 MW (net sellable capacity) coal-fired power plant, including the transmission line and related facilities, at the PHIVIDEC lndustrial Estate in Misamis Oriental, Mindanao, Philippines.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 73,962,565
Percentage to the total outstanding shares of the company subject of the transaction 15.6
Price per share Please see notes under Other Relevant Information
Nature and amount of consideration given or received

The total purchase price for the shares is US$11,000,000.00.
Principle followed in determining the amount of consideration

Negotiated amount between buyer and seller based on financials.
Terms of payment

One time cash payment on closing date
Conditions precedent to closing of the transaction, if any

Customary conditions precedent for transactions of similar nature (e.g., submission of corporate approvals and other third party consents)
Any other salient terms

None
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
STEAG GmbH Co-shareholder in the Company
Effect(s) on the business, financial condition and operations of the Issuer, if any

The acquisition will result in the expansion of attributable net income without adding new coal capacity to the grid.
Other Relevant Information

In a meeting last January 23, 2024, the AboitizPower Board authorized the acquisition of STEAG GmbH shares, but delegated to management the negotiation of final commercial terms and conditions, as management may deem beneficial.

AboitizPower thereafter signed a share purchase agreement on February 21, 2024 to acquire an additional 15.6% equity interest in the Company, with a total purchase price of US$11,000,000.00. Upon completion of this transaction, AboitizPower will be the legal and beneficial owner of an 85% equity interest in the Company.
Filed on behalf by:
Name Ma. Clarisse Osteria
Designation Asst. Corporate Secretary