PXP Energy : Minutes of 2022 AGM

MINUTES OF THE

2022 ANNUAL GENERAL MEETING OF STOCKHOLDERS

OF

PXP ENERGY CORPORATION

Held via remote communication and presided from the TV 5 Media Center Reliance St., Mandaluyong City

on Wednesday, 22 June 2022 at 2:30 P.M.

Shareholders Present:

Registered online or represented by proxy: Shareholders holding 69.54% of the

Company's outstanding capital stock

Directors Present at TV5 Media Center:

Mr. Manuel V. Pangilinan, Chairman; Director

Mr. Daniel Stephen P. Carlos, Director; President

Engr. Eulalio B. Austin, Jr., Director

Mr. Oscar S. Reyes, Director

Directors Present via Remote Communication:

Dr. Emerlinda R. Roman, Independent Director; Chairman, Audit Committee

Dr. Benjamin S. Austria, Independent Director; Chairman, Board Risk & Resource Oversight Committee

Atty. Marilyn A. Victorio-Aquino,Director

Mr. Joseph H.P. Ng, Director

Ms. Diana V. Pardo-Aguilar,Director

Other Officers Present at TV 5 Media Center:

Atty. Barbara Anne C. Migallos

Ms. Paraluman M. Navarro

Mr. Mark Raymond H. Rilles

Atty. Daneia Isabelle F. Palad

Also Present via Remote Communication:

SyCip Gorres Velayo & Company, the Company's Independent External Auditors

1. Call to Order

Mr. Manuel V. Pangilinan, Chairman of PXP Energy Corporation, called the meeting to order and presided over the same. The Corporate Secretary, Atty. Barbara Anne C. Migallos, recorded the minutes of the proceedings.

The Chairman introduced the Directors present at the TV5 Media Center: Mr. Daniel Stephen P. Carlos, the Company's President; Engr. Eulalio B. Austin, Jr., and Mr. Oscar S. Reyes, the Company's Directors.

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The Chairman also introduced the Directors present via remote communication: Atty. Marilyn A. Victorio-Aquino; Dr. Emerlinda R. Roman, Independent Director and Chairman of the Audit Committee; Dr. Benjamin S. Austria, Independent Director and Chairman of the Board Risk & Resource Oversight Committee; Ms. Diana V. Pardo- Aguilar, and Mr. Joseph H.P. Ng.

The Chairman acknowledged the presence, via remote communication, of the Company's other Corporate Officers and Executives, and the Company's independent auditors SyCip Gorres Velayo & Company.

1. Proof of Required Notice of the Meeting

The Corporate Secretary certified that the Notice with the Agenda of the meeting was published in accordance with the pertinent SEC rules. The Notice with the Agenda was posted on the website of the Corporation, was published in the Philippine Star and BusinessWorld, and also published online on One News Online and BusinessWorld Online, all for two (2) consecutive days, on 30 and 31 May 2022. The same was also disclosed to the SEC and the Philippine Stock Exchange.

1. Certification of Quorum

The Corporate Secretary certified that there were present, in person or represented by proxy, shareholders holding 1,362,913,106 shares or 69.54% of the outstanding capital stock of the Company and that there was a quorum to transact business for the meeting.

Voting Procedure

The Corporate Secretary explained the voting procedures and general protocol for the meeting, as follows:

1. To approve an agenda item, the YES vote of at least a majority of those present is required. Only the items on the Agenda and in the Definitive Information Statement will be voted upon.
2. In the election of directors, cumulative voting may be adopted. Cumulative voting is explained in the Definitive Information Statement.
3. The nine (9) nominees with the highest number of votes will be elected directors.
4. Proxy forms were made available as part of the Definitive Information Statement and in the Company website. The proxy form contains each item on the Agenda that requires stockholders' vote. There are spaces in the proxy for
   YES, NO or ABSTAIN for each item. The deadline for submission of proxies was 13 June 2022.

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1. Certificated stockholders could cast their votes through a secure online voting facility which can be accessed by logging on to the on-line voting platform of the Company. Online voting instructions were provided in the Definitive Information Statement. The deadline for submission of ballots was on or before 12:00 noon of 13 June 2022.
2. Uncertificated stockholders could cast their votes to the dedicated email address within the same period through an online ballot provided to stockholders who registered attendance.
3. In summary, the voting options for stockholders who registered their attendance were:
4. • Submit a proxy on or before 13 June 2022
   • Cast their votes online on or before 12:00 noon of 13 June 2022 (certificated shareholders)
   • Submit an accomplished ballot on or before 12:00 noon of 13 June 2022 (uncertificated shareholders)
5. For the election of directors, the names of each of the nominees are stated on the proxy, the ballot, and the voting platform. A stockholder may vote for all of the nominees; OR withhold a vote for all or for certain nominees. Votes are cast and counted in accordance with the stockholders' instructions, as reflected in the proxies.
6. The results of the voting on each item will be announced when the particular item is taken up by the body and will be posted on the Company's website.
7. Stockholders were requested to submit their questions on or before 12 noon on 20 June 2022, through the dedicated email address provided to stockholders. Management will endeavor to answer all the questions. If, due to time constraints, we are not able to answer all the questions, responses to remaining questions will be sent via email.

IV. Reading and Approval of the Minutes of the 25 June 2021 Annual General Stockholders' Meeting and Action Thereon

With legal notices sent and a quorum present, the Chairman of the meeting proceeded to the reading and approval of the Minutes of the Annual General Stockholders' Meeting held on 25 June 2021.

Corporate Secretary stated the resolution for approval:

"RESOLVED, that the reading of the Minutes of the Annual Meeting of Stockholders held on 25 June 2021 be as it is hereby dispensed with, and that said Minutes be as they are hereby approved."

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At the Chairman's request, the Corporate Secretary informed the body that shareholders holding 1,362,913,106 shares, constituting 69.54% of the outstanding capital stock of the Company, voted YES to the approval of the Minutes of the Annual General Stockholders' Meeting held on 25 June 2021. There were nil AGAINST votes and nil ABSTAIN votes. The Chairman declared the motion carried. The Minutes of the Annual General Stockholders' Meeting held on 25 June 2021 were approved.

1. Presentation of the Annual Report and the Audited Financial Statements for the Year Ended 31 December 2021 and Action Thereon

The next item on the agenda was the presentation of the Annual Report and the Audited Financial Statements of the Company for the year ended 31 December 2021. The Annual Report contains the Company's Audited Financial Statements and Notes thereto for the year ended 31 December 2021 which were examined by the Company's independent auditors, SGV. Shareholders were previously provided copies of the Annual Report and the Audited Financial Statements, together with the Notice and Agenda for the meeting in accordance with the pertinent SEC rules.

The Chairman requested Mr. Daniel Stephen P. Carlos, President of the Company, to present the highlights of the Annual Report and the Audited Financial Statements for the year 2021.

Mr. Carlos informed the body that the Company and its subsidiary Forum Energy Limited remain active in a number of petroleum service contracts (SC) in the Philippines, either directly as an Operator or indirectly as a Joint Venture partner. As in the previous years, the Company remains committed and focused in advancing its exploration efforts, particularly in major petroleum assets, namely: SC No. 72 in Recto Bank, SC No. 75 and 74 in Northwest Palawan, SC No. 40 in Northern Cebu, as well as the Company's minority interests in SC No. 6 and 14 in Northwest Palawan.

Mr. Carlos proceeded with his report by presenting a review of the Financial Performance of the Company for the year 2021 and during the first quarter of the year 2022.

2021 Financial Performance

In terms of Financial Performance during the year 2021, the Company's revenues increased by 112% as compared to the previous year following a 75% increase in Galoc oil sale price notwithstanding a 16% lower output.

Meanwhile, Costs and Expenses were flat year-on-year attributable to higher oil production costs in Galoc Field offset by the containment of overhead.

Overall, the Company incurred a net loss attributable to Equity Holders of 1.7 billion pesos, largely as a result of a 1.65 billion pesos full write-down of the carrying

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value of petroleum assets related to the relinquishment of Peru block Z-38 in mid- 2021, net of the related settlement sum and expenses.

1Q 2022 Financial Performance

For the first Quarter of 2022, gross revenues reached P19 million due to one lifting from the Galoc Field last February as compared to no lifting completed during the same period last year.

On the other hand, Cost and Expenses increased by 13 percent related to the higher output offset by containment of overhead.

Finally, the Company recorded a lower net loss of 3 million pesos during the first quarter of the year against a loss of 11 million pesos during the previous year resulting from net revenues from the Galoc operations in addition to lower overhead.

Mr. Carlos then presented the highlights on the operated and non-operated blocks of PXP and Forum.

Operations Update

The Company has a 70% interest in SC No. 72 or Recto Bank. It is operated by the Company's subsidiary Forum (GSEC 101) Limited. It covers the Sampaguita Gas discovery estimated to contain about 2.6 trillion cubic feet of Contingent Gas Resources. The block had been under force majeure since December 2014.

In October 2020, the moratorium on exploration work in the contract area was lifted by the Department of Energy (DOE). Forum then immediately began its preparations for its commitment to drill two appraisal wells over the Sampaguita Field. Such work included the procurement of vital long lead items and support services and the engagement of technical consultants. The Company was well on track to drill its 1st of 2 appraisal wells scheduled in the middle of May this year.

In early April 2022, the first pre-drilling activity is about to commence with the arrival of the geophysical site survey vessel in Palawan. However, on April 6, 2022, Forum received a directive from the DOE to put on hold all exploration activities for SC 72 until such time that the government's cabinet cluster on Security, Justice and Peace has issued the necessary clearance to proceed. Mr. Carlos stressed that this was the first time that the Company learned of this requirement for a clearance from the Security cluster for an exploration activity in this part of the West Philippine Sea.

Upon receipt of this directive, Forum immediately suspended all its offshore activities; and on April 11, in the absence of any advice from the DOE that Forum can resume exploration work, Forum submitted a letter to the DOE, affirming a declaration of force majeure on SC 72 beginning April 6. Forum then undertook the immediate

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