The Proposed Transaction involves the (a) subscription by Meralco PowerGen Corporation (“MGen”) and Therma NatGas Power Inc. (“Therma”), through Chromite Gas Holdings, Inc. (“Chromite Gas Holdings”), of an aggregate of 67.00% equity interest in each of South Premiere Power Corp. (“SPPC”), Excellent Energy Resources, Inc. (“EERI”), and Ilijan Primeline Industrial Estate Corp. (“IPIEC”), and (b) the acquisition by MGen and Therma (through Chromite Gas Holdings) and San Miguel Global Power Holdings Corp. (“SMGP”), of an aggregate of approximately 99.98% equity interest in Linseed Field Corporation (“LFC”) (SPPC, EERI, IPIEC and LFC collectively, the “Target Companies”).

Pre-transaction, SPPC, EERI, and IPIEC are wholly-owned subsidiaries of SMGP, while LFC is approximately 99.97% owned by Eurodite Universal Power, Inc. (“Eurodite”). SMGP shall retain a minority stake of 33.00% in each of SPPC, EERI, and IPIEC, while it shall acquire a minority stake in LFC.

SPPC owns the Ilijan 1,278 MW combined cycle power plant and certain related infrastructure; EERI owns a combined cycle power plant which is under construction (the “Batangas Power Plant”), parcels of land, and certain related infrastructure; LFC owns the Ilijan LNG Import Terminal Facility in Batangas City (“PH LNG Terminal”); and IPIEC owns the parcels of land where the PH LNG Terminal and the Batangas Power Plant are located, as well as certain adjacent lands. All assets of the Target Companies are located in Batangas City.

MGen is the power generation arm of MERALCO – a private sector electric distribution utility. MGen is in the business of providing reliable and cost-competitive power supply to its clientele through its diversified power generation portfolio that utilizes advanced, highly efficient, and sustainable technologies.

Therma is a wholly-owned subsidiary of AboitizPower through Therma Power, Inc., AboitizPower’s wholly-owned subsidiary for its investments and interests in various non-renewable energy projects.

SMGP is a wholly owned subsidiary of San Miguel Corporation, and its parent company (Top Frontier) conducts its energy business through SMGP, which has a diversified power portfolio, including natural gas, coal, renewable energy such as hydroelectric power and battery energy storage systems.

[MAO Case Nos. M-2024-006 and M-2024-007 -- Public Version] Commitment Decision dtd 20 December 2024