EEI CORPORATION

INFORMATION STATEMENT PURSUANT TO RULE 20 OF THE SECURITIES REGULATION CODE

PART I

GENERAL INFORMATION

DATE, TIME AND PLACE OF MEETING The Annual Meeting of Stockholders of EEI Corporation is scheduled on July 04, 2014 at 2:00 P.M. at the RCBC Plaza, Ayala Avenue cor. Sen. Gil J. Puyat Avenue, Makati City.

The complete mailing address of the principal is at No. 12 Manggahan Street, Bagumbayan, Quezon City and Fax No. (632) 635-0861.

The information statement and form of proxy is targeted to be mailed to the stockholders on or about May 31, 2014. DISSENTER’S RIGHT OF APPRAISAL There are no corporate action or matters that will be taken up during the meeting that will entitle dissenting stockholders to exercise their right of appraisal under Section 81 of the Corporation Code of the Philippines, which provides as follows:

Any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares in the following instances:

1. In case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;

2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in this Code; and

3. In case of merger or consolidation.

provided however that the said stockholder must have voted against the proposed corporate action during the meeting.

INTEREST OF CERTAIN PERSONS OR OPPOSITION TO MATTERS TO BE ACTED UPON The Registrant is not a party to any arrangement or understanding with any person with respect to any matter to be acted upon at the meeting.

No director has informed the Registrant that he intends to oppose any action intended to be taken by the Registrant. Neither has any director or executive officer of the corporation, or nominee for director, or any associate thereof, have any substantial interest, direct or indirect, in any matter to be acted upon, other than election to office.

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CONTROL AND COMPENSATION INFORMATION

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF There are 1,036,281,485 shares of EEI common stock issued and outstanding and entitled to vote at the Annual Meeting. Only stockholders of record as of April 15, 2014, will be entitled to notice of and to vote at the Annual Meeting.

Foreign equity as of April 15, 2014 amounts to a total of 183,052,945 shares, or 17.66% of total.

An agenda item at the Annual Meeting is the election of directors for the ensuing year. Article II, Section 6 of the Company‘s Amended By-Laws, provides:

VOTING – At all meetings of the stockholders, each stockholder shall be entitled to one vote for each share of stock outstanding in his name in the stock transfer books of the Corporation. In the election, a stockholder may vote his shares in person or by proxy for all the nominees for directors, or he may cumulate said shares and give one nominee as many votes as the number of directors to be elected multiplied by the number his shares shall equal, or he may distribute them on the same principle among as many nominees as he shall see fit. Provided, however, that the whole number of votes cast by him shall not exceed the number of shares outstanding in his name in the stock transfer books of the Corporation multiplied by the number of directors to be elected.

Discretionary authority to cumulate votes is not solicited.

Security ownership of persons owning more than 5% of the registrant‘s securities as of April 15, 2014:

Class

Name/Address of record

owner and Relationship of Issuer

Name of Beneficial

Owner and Relationship with Record

Owner

Nationality

No. of Shares

Held

Percentage

Held

Common

Common

House of Investments 3/F, Grepalife Building Sen. Gil J. Puyat Ave. Makati City

Parent Company

The Chairman of the Board, Ms. Helen Y. Dee, upon authority of the Board directs voting and disposition of the shares. PCD Nominee Corp.*

PCD Nominee Corp.* *No person owns more than 5%

Helen Y. Dee

Chairman of the Board

Filipino

Filipino Non-Filipino

459,326,448

353,096,478

173,495,445

44.32%

34.07%

16.74%

There has been no change in control of the registrant since the beginning of the last fiscal year and there is no arrangement which may result in a change of control.

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BENEFICIAL OWNERSHIP OF MANAGEMENT: DIRECTORS AND OFFICERS

As of April 15, 2014 Title of Name Position Nationality Amount & Nature Kind of Percentage Class of Beneficial Interest (%) Ownership Common Alfonso T. Yuchengco Director & Filipino 3(r) Direct 0.0000 Chairman Common Helen Y. Dee Director & Filipino 1,243,800(b) Indirect 0.1200 Vice Chairperson 15(r) Direct 0.0000 Common Roberto Jose L. Castillo Director & Filipino 200,000(b) Direct 0.0193 President & CEO 5(r) Direct 0.0000 Common Juan Kevin G. Belmonte Director Filipino 1,500,000(b) Indirect 0.1447 Common Roberto F. De Ocampo Ind. Director Filipino 54,000(b) Direct 0.0052 5(r) Direct 0.0000 Common Medel T. Nera Director Filipino 2(r) Direct 0.0000 Common Francisco G. Estrada Director Filipino 15(r) Direct 0.0000 Common Filemon T. Berba, Jr. Ind. Director Filipino 35(r) Direct 0.0000 Common Wilfrido E. Sanchez Director Filipino 5(r) Direct 0.0000 Common Antonio S. Pascua Exec. Vice Pres. Filipino 64(b) Direct 0.0000 Common Ferdinand G. Villafuerte SVP-Admin. & Filipino 180,600(b) Indirect 0.0174 Corp. Secretary 648(b) Direct 0.0000

Common Norman K. Macapagal SVP-Saudi Filipino 0 0.0000 Operations Common Oscar D. Mercado SVP-Eng‘g. & Filipino 0 0.0000 Marketing Common Allan Gilbert L. Goco VP-Treasury Filipino 0 Common Leovigildo R. De Castro VP & CFO Filipino 0 Common Divina F. Munji VP-Admin. Filipino 401,251(b) Direct 0.0387 Common Mercado T. Magno VP-Saudi Opns. Filipino 540(b) Direct 0.0000 Common Juan Aurelio R. Mateo VP–Logistics Filipino 0 0.0000 Common Reynaldo J. Dizon VP-HR Filipino 0 0.0000 Common Alberto C. Saringo VP-Civil/Infra. Filipino 0 0.0000 Common Lourdes R. Avila VP-Int.’l. Audit Filipino 0 0.0000 Common Rebecca R. Tongson VP-Controller Filipino 0 0.0000 Common Marietta R. Velasco VP-Legal Filipino 0 0.0000

& Contracts Common Hipolito P. Punzalan VP-Operations Filipino 0 0.0000 (Electromech) Common Hans Christian O. Lopez VP-Operations Filipino 0 0.0000 (Infrastructure)

TOTAL 3,580,988

The aggregate number of shares owned by the Chairman, President, Exec. Vice President and three (3) Senior Vice Presidents as a group as of April 15, 2014 is 381,320 shares or approximately 0.0367% of the registrant‘s outstanding capital stock.

The aggregate number of shares owned by all officers and directors as a group (except those included in the immediately preceding paragraph) as of April 15, 2014 is 3,199,668 or approximately 0.3087% of the registrant‘s outstanding capital stock.

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DIRECTORS AND EXECUTIVE OFFICERS The Directors of the company are elected at the Annual Stockholders’ Meeting to hold office until the next succeeding Annual Meeting or until their respective successors have been elected and qualified. None of the members of the Board of Directors and Officers of the Company own more than 10% of the registrant‘s securities.

The business experience of the nominees for the last five (5) years are as follows:

Directors: ALFONSO T. YUCHENGCO, 91 yrs. old, Filipino, has been the Chairman of the Board since July 15, 2011 up to the present. He is also the Chairman of the Board of Yuchengco Group of Companies, MICO Equities, GPL Holdings, Inc., RCBC Realty Corporation, Yuchengco Center De La Salle University, Yuchengco Museum, YGC Corporate Services, Inc., Graduate School of Business of De La Salle University and Far Eastern University Institute of Law, AY Foundation, Bantayog ng mga Bayani (Pillars of Heroes Foundation), Enrique T. Yuchengco, Inc., and Honda Cars Kalookan, Inc.,; Chairman of the Board and CEO of Pan Malayan Management and Investment Corporation (PMIC); Honorary Chairman of Rizal Commercial Banking Corporation (RCBC) and Compania Operatta ng Pilipinas, Inc.; Director of Malayan Insurance Co, Inc., House of Investments, Inc., RCBC Land, Inc., and Sunlife Grepa Financial Inc.; Chairman of the Board of Trustees of Mapua Institute of Technology, and PWU-Bayanihan Folk Arts Foundation, Inc.; Chairman of the Advisory Board of Corporate Governance Institute of the Philippines, and Confederation of Asia-Pacific Chambers of Commerce and Industries (CACCI); Vice Chairman of the Board of Judges of Blessed Teresa of Calcutta Awards; Member, Board of Governors of Pacific Forum based in Honolulu, Hawaii; Member of Board of Overseers of Columbia University Business School (New York, USA); Member, Honors Committee & Member, Board of Directors of International Insurance Society; Member, Board of Trustees of University of St. La Salle, Affiliate College (Roxas City); Member of the International Advisory Board of Waseda Institute for Asia Pacific Studies; Member of the International Business Advisory Board of University of Alabama - Culverhouse College of Commerce and Business Administration; Member, Advisory Board of Philippines-Japan Economic Cooperation Committee and Ritsumeikan Asia Pacific University; Chairman Emeritus of Philippine Constitutional Association (PHILCONSA), and Philippine Ambassadors Foundation, Inc.; President Emeritus & Chairman, Advisory Board of Confederation of Asia-Pacific Chamber of Commerce & Industry (CACCI); Trustee Emeritus of The Asia Society (New York), and University of San Francisco (USA); Honorary Member of Dabaw Kaisa Foundation, Inc. His past experiences are: Presidential Adviser on Foreign Affairs with Cabinet Rank, Office of the President; Member, International Board of Trustees of University of San Francisco, USA; Member, Council of Advisers of Philippines-Japan Society, Inc. and Philippines-Japan Economic Cooperation Committee (PHILJEC); Chairman of the Board of Great Life Financial Assurance Corporation; Director of Great Pacific Life Assurance Corporation; and Member, Board of Trustees of Alliant International University. HELEN Y. DEE, 70 yrs. old, Filipino, has been a Director since June 11, 2002 to March 16, 2005 and June 09, 2006 to the present. She was elected Vice-Chairman of the Board on July 15, 2011. She is also Chairperson of House of Investments, Inc., Seafront Resources Corporation, La Funeraria Paz-Sucat, Pan Malayan Realty Corp., RCBC Savings Bank, Rizal Commercial Banking Corp., Malayan Insurance Co., Landev Corp., Manila Memorial Park, Inc., HI-Eisai Pharmaceuticals, Inc., Mapua Information Technology

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Center, Inc., Xamdu Motors, Inc., Petro Energy Resources Corporation, RCBC Leasing & Finance Corp., Maibarara Geothermal, Inc., PetroEnergy Corporation, PetroGreen Energy Corp., and National

Reinsurance Corp. of the Phils; Chairman & CEO of Tameena Resources, Inc.; Chairman & President of Hydee Management & Resources, Inc., Financial Brokers Insurance Agency, Inc. and Mijo Holdings, Inc.; Chairman, Execom & Director of RCBC Forex Brokers Corporation; Vice Chairman of Pan Malayan Management & Investment Corp. and West Spring Development Corporation; Member, Execom & Director of Great Life Financial Assurance Corp.; Director of Philippine Long Distance Telephone Co., South Western Cement Corp., La Funeraria Paz, Inc., Honda Cars Phils., Inc., Isuzu Philippines, Inc., AY Holdings, Inc., Pan Malayan Express, MICO Equities, Inc., Honda Cars Kalookan, Great Pacific Life Assurance Corp., Philippine Integrated Advertising Agency, Inc. and Sunlife Grepa Financial, Inc.; President of Nth Millennium Foundation of the Philippines, Inc., Moira Management, Inc., YGC Corporate Services, Inc., and GPL Holdings; Vice President of A. T. Yuchengco, Inc.; Member, Board of Trustees and Treasurer of Philippine Philharmonic Society, Inc.; Member, Board of Trustees of Mapua Institute of Technology and Philippine Business for Education; Member, Advisory Board of Asean Insurance Council; Member of Philippine Insurers Club and World‘s Presidents’ Organization; Treasurer of Business Harmony Realty, Inc. Her past experiences are: Chairperson of Merchants Bank, and National Reinsurance Corp. of the Phils.; Chairman & President of Grepalife Fixed Income Fund Corp., and Grepalife Asset Management Corp.; Vice Chairman of Zurich Insurance (Taipei), Ltd., KK Converter, Inc., and Chailease Finance Corp.; Vice President & Director of Nth Millennium Foundation of the Phils., Inc. and Hermoza Ecozone Development Corp.; President of HI-Daiei Trading Co., Inc., and Equitas Insurance Brokers, Inc.; Chairman, President & CEO of House of Investments, Inc.;

ROBERTO JOSE L. CASTILLO, 60 yrs. old, Filipino, was elected Director on April 15, 2005 and the President & Chief Executive Officer of the company since January 01, 2006. He is also Chairman of Gulf Asia International Corporation, GAIC Manpower Services, Inc. and GAIC Professional Services, Inc.; Director of Al Rushaid Construction Company, Tong Hsing Electronics Phils., Inc., SQ Resources Inc., SN Resources Inc., Somerset Hospitality Holdings Phils. Inc., Ascott Hospitality Holdings Phils. Inc., and Kubota-Kasui Philippines Corporation; Chairman of Execom, Camelray JTCI Corporation; President of Equipment Engineers, Inc., EEI Construction & Marine, Inc., EEI Realty Corporation, Philrock Construction & Services, Inc., Philmark, Inc., EEI Power Corporation, and UST-AMV College of Accountancy Foundation, Inc.; Co-Chairman, The Phil.-Japan Economic Cooperation Council; Execom Member, Export Development Council; Member of Management Ass. of the Phils., Phil. Chamber of Commerce & Industry, Phil. Institute of Certified Public Accountants, Wharton-Penn Club of the Phils. and Task Force on Education; Trustee of SGV Foundation, Philippine Quality Awards Foundation, and EEI Foundation. His past experiences are: Director of Camelray-JTCI Corporation and Fujikasui Phils. Corp.; President of Camelray Industrial Corp., Camelray Town Corp., Camelray Holdings, Inc.; Director/Vice President for External Affairs of the Philippine Constructors Association; Execom Member, Construction Safety Foundation, Inc.; Director, Laguna Chamber of Commerce and Industry; and The Society of American Military Engineers; Member, The Phil.-Japan Economic Cooperation Council; Trustee, Kabalikat sa Kaunlaran Foundation; Treasurer, UST-AMV College of Accounting Foundation, Inc. JUAN KEVIN G. BELMONTE, 52 years old, Filipino, was elected Director on June 19, 2009. He is also the President and Chief Executive Officer of Philstar.com, the leading Filipino mega-portal which brings to the net the best news, infotainment and e-commerce content designed specifically for the Filipino global community. Concurrently, he is the Vice Chairman of Nuvoland Philippines, a real estate firm; Director of Philstar Daily, Inc., IP Ventures, Inc., Coal Asia, CasaEurope, Inc. (which distributes Porcelonosa products in the Philippines), and Nationwide Development Corporation (NADECOR); President of People Asia. He is a Member and former President of Northwestern Alumni Association.

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His past experiences are: President of Nuvoland Philippines; Director of IPVG, a listed firm, IP E-Games and Development Bank of the Philippines; Partner in-charge of the Revenue Enhancement and Strategy Services practice of the SGV Business Consulting Division.

ROBERTO F. DE OCAMPO, 68 yrs. old, Filipino, was elected Independent Director on March 16, 2005. He is also Chairman of the Board of Advisers for RFO Center for Public Finance Regional Economic Cooperation (designated an ADB Knowledge Hub); Chairman of Eastbay Resorts, Inc., Stradcom Corporation, Tollways Association of the Philippines, MoneyTree Publishing Corporation, Public Finance Institute of the Philippines, British Alumni Association, DFNN International, Centennial Asia Advisors Pte. Ltd. and Philippine Veterans Bank; Vice Chairman of Seaboard Eastern Insurance Company, Inc., Tranzen Group, Montalban Methane Power Corporation, Agus 3 Hydro Power Corporation, and La Costa Development Corporation; Director & President of Philam Fund, Inc., Philam Bond Fund, Inc., Philam Strategic Growth Fund Inc., Philam Managed Income Fund Inc., AIG Global Bond Fund, Inc., Philam Dollar Bond Fund Inc., and GSIS Mutual Fund Inc. Mr. De Ocampo is also an Independent Director in Rizal Commercial Banking Corporation, House of Investments, Inc., Alaska Milk Corp., and Salcom Power Corporation; Director of PHINMA Corp., Beneficial-PNB Life Insurance Co., Inc., AB Capital and Investment Corporation, Bankard Inc., Robinson‘s Land Corporation, United Overseas Bank Phils., Global Reporting Initiative (GRI) Investment & Capital Corporation of the Philippines (ICCP) and Pacific Gaming Investments, Pte Ltd. ; Vice President of Center for Phil. Futuristics Studies and Management Inc.; Member, Board of Trustees of Sycip Gorres Velayo & Co. Foundation and Children’s Hour; Board of Trustees/Treasurer of Association of the Awardees of the Order of the Legion of Honneur and the National Order of Merit (Phil. Chapter); Board of Trustees & Chairman, Execom of Ramos Peace & Development Foundation (RPDEV). He is also a Founding Director of Emerging Markets Forum and Centennial Group Policy & Strategic Advisors (Washington, D.C.); Member, Board of Advisers of ARGOSY Fund, Inc., AES Corporation (Phils.), Corporate Governance Institute of the Phils., Teach for the Philippines and Philippine Quality and Productivity Movement, Inc.; Member of Asia Pacific Group representing ASEAN (Trilateral Commission); Member of Global Advisory Board of The Conference Board (New York); Member, Council of Advisers of Philippine Cancer Society; Founding Member, BOAO Forum for Asia; Member for Life – Philippine Constitution Association; Strategic Advisor, Renewable Energy Asia Fund (Berkeley Energy, UK); Member, Advisory Council – Health Justice Philippines; and Member, International Advisory Board of CIMB Group; Founding Trustee of A Life for Others Foundation; Member of CIMB Group International Advisory Panel. His past experiences are: President of Asian Institute of Management; Chairman of Dun & Brandstreet (Asia Pacific) Pte. Ltd., First Asia Transit Partners (Philippines), First Philippine Fund, Inc. (New York), Philippine Associated Smelting & Refining Corporation, Eastbay Realty, Inc., Emerald Headway Distributors, Inc., Grace Park International, Inc., MediData, Inc., and Prime East Properties, Inc.; Chairman, Board of Trustees of De La Salle University; Chairman of JP Latex Technology, Inc., Philand Group of Companies, Stradcom International Holdings, Inc., DFNN International, Centennial Asia Advisors Pte. Ltd. and Universal LRT Corporation Ltd; Senior Advisor of Planters Bank, Sycip Gorres Velayo & Co. (SGV), Ateneo University Scholarship Foundation and Magbasa Kita Foundation; President of Management Association of the Philippines and Philippine Quality & Productivity Movement and Philam Asset Management, Inc.; Board of Advisers of Bantay Bata ( ABS-CBN Foundation, Inc.); Vice Chairman, Board of Trustees of Montalban Methane Power Corporation, Agus 3 Hydro Power Corporation, and La Costa Development Corporation; Vice Chairman of Universal LRT Corporation Ltd; Director & Chairman, Audit Committee of PSi Technologies, Inc.; Director of AIG-Philam Savings Bank, Inc., Globe Telecom, Inc., Bacnotan Consolidated Industries Inc., Manila Polo Club, Investment & Capital Corporation of the Philippines (ICCP) Group of Companies, Philippine Phosphate Fertilizer Corporation, and Thunderbird Resorts, Inc.; Executive Director of AIM–Gov. Jose B. Fernandez, Jr., and Center for Banking and Finance,

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Member, Board of Trustees of Angeles University Foundation and Asian Institute of Management; Member, Board of Advisers of NAVIS Capital Partners, Foundation for Economic Freedom, and Sa Aklat Sisikat Foundation, Inc.; Vice Chairman, Board of Trustees of Makati Business Club.

WILFRIDO E. SANCHEZ, 77 yrs. old, Filipino, has been a Director since March 16, 2005. He is also Director in Adventure International Tours, Inc., Amon Trading Corp., House of Investments, Inc., Kawasaki Motor Corp., Magellan Capital Holdings Corporation, Universal Robina Corp., Rizal Commercial Banking Corp., Transnational Diversified Corp., Transnational Diversified Group, Inc., EMCOR, Inc., Eton Properties Philippines, Inc., K Servico Trade, Inc., PETNET, Inc., J-DEL Investment and Management Corp., Center for Leadership & Change Inc., and JRV Foundation, Inc.; Tax Counsel of Quiason Makalintal Barot Torres & Ibarra Law Offices; Member of Integrated Bar of the Philippines. His past business experiences are: Chairman, Taxes & Tariff of the Philippine Committee of American Chamber of Commerce; Co-Chairman, Tax Committee of Philippine Chamber of Commerce; Managing Director & Head, Tax Division of SGV & Co.; Vice Chairman & Director of Center for Leadership and Change, Inc. Vice President & Director of JVR Foundation, Inc.; Director of NYK-TDG Maritime Academy and Wodel, Inc., and Transnational Plans, Inc, Grepalife Asset Management Corp., Grepalife Fixed Income Fund Corp., Omico Corporation, APEX (Phils.) Equities Corp., Grepalife Bond Fund Corp., Jubilee Shipping Corp., PET Plans, Inc., Philippine Pacific Ocean Lines, Inc., Transnational Financial Services, Inc. (formerly Transnational Securities, Inc.), and Wodel Manpower Services, Inc. FILEMON T. BERBA, JR., 76 yrs. old, Filipino, was elected as Independent Director on September 08, 2006 to June 19, 2009, and March 19, 2010 to the present. He is also an Independent Director of Chemrez Technologies, Inc., iPeople, D & L Industries, Inc. and RCBC Leasing and Finance Corporation; President of Philippine Foundation for Science and Technology; President Emeritus of Philippine Quality Award Foundation; Member, Board of Trustees of Philippine Quality & Productivity Movement, and Society for the Advancement of Technology Management in the Philippines. His past experiences are: Vice Chairman & Chief Executive Officer of Philippine Electric Corporation (PHILEC); Vice Chairman of Manila Water Company, Inc.; President of Manila Water Company and Globe Telecom and Philippine Quality Award Foundation; Vice President of Philippine Foundation for Science and Technology; Member of the Board of Regents of University of the Philippines; Director of North Luzon Railways Corporation, Philippine Securities Trading Corporation, La Salle Canlubang, and Batangas State University; Board of Trustees of Philippine Foundation for Science & Technology; Member, Board of Trustees (Industry Sector Representative) Philippine Science High School System. MEDEL T. NERA, 58 yrs. old, Filipino was elected as Director on July 15, 2011 up to present. Mr. Nera is presently the Director/President of House of Investments, Inc.; Chairman of EEI Realty Corporation; President of RCBC Realty Corporation; Director of Rizal Commercial Banking Corporation, National Reinsurance Corporation of the Philippines, Inc., and Seafront Resources Corporation; Treasurer and Member of the Board of Directors of CRIBS Philippines; and Member, Management Association of the Philippines and Philippine Institute of Certified Public Accountants. Included in his past experiences are: Vice President and Member of the Board of Governors of the Management Association of the Philippines; Member, Ernst and Young Far East Area Advisory Council; President, Development Dimensions International, Inc.; Member, IT and E-Commerce Council of the Philippines, and Senior Partner, Markets Leader and Financial Audit Practice; Head of Sycip Gorres Velayo & Co. CPAs, (SGV), and Ernst and Young, the Far East.

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FRANCISCO G. ESTRADA, 64 yrs. old, Filipino, was elected as Director on June 26, 2013. He serves as member of De La Salle Philippines National Mission Council, which coordinates policy and strategy

among the seventeen (17) member schools and universities. Mr. Estrada also serves as Independent Director of Ayala Land, Inc., Philamlife and General Insurance Company, and RCBC Savings Bank; Chairman of the Board of Visitors of Philippine Military Academy (PMA); Chairman of Philippine Business Council of Hongkong; Vice Chairman, Trustee and Fellow of the Institute of Corporate Directors; Vice Chairman, Trustee of Bancom Alumni, Inc.; Director of Rizal Commercial Banking Corporation (RCBC), Clean Air Asia, Inc., and Maximo Kalaw T. Foundation. Member, Advisory Board of De la Salle University; Trustee of Sociedad Espanola de Benificencia. Member of Armed Forces of the Philippines-Multi Sector Governance Council, De La Salle Philippines and Asia Institute of Management. He is also a Fellow of the Institute for Solidarity in Asia, an organization dedicated to the improvement of public governance and performance standards through judicious and active citizen participation; and Founding Director of Asia Cultural Council and Bayanihan Foundation of Hongkong. His past experiences include: Chairman of the Board of Trustees at De La Salle University, and President & Chief Executive Officer of the Asian Institute of Management (AIM), Director of Energy Development Corporation.

Executive Officers:

ROBERTO JOSE L. CASTILLO, 60 yrs. old, Filipino, was elected Director on April 15, 2005 and the President & Chief Executive Officer of the company since January 01, 2006. He is also Chairman of Gulf Asia International Corporation, GAIC Manpower Services, Inc. and GAIC Professional Services, Inc.; Director of Al Rushaid Construction Company, Tong Hsing Electronics Phils., Inc., SQ Resources Inc., SN Resources Inc., Somerset Hospitality Holdings Phils. Inc., Ascott Hospitality Holdings Phils. Inc., and Kubota-Kasui Philippines Corporation; Chairman of Execom, Camelray JTCI Corporation; President of Equipment Engineers, Inc., EEI Construction & Marine, Inc., EEI Realty Corporation, Philrock Construction & Services, Inc., Philmark, Inc., EEI Power Corporation, and UST-AMV College of Accountancy Foundation, Inc.; Co-Chairman, The Phil.-Japan Economic Cooperation Council; Execom Member, Export Development Council; Member of Management Ass. of the Phils., Phil. Chamber of Commerce & Industry, Phil. Institute of Certified Public Accountants, Wharton-Penn Club of the Phils. and Task Force on Education; Trustee of SGV Foundation, Philippine Quality Awards Foundation, and EEI Foundation. His past experiences are: Director of Camelray-JTCI Corporation and Fujikasui Phils. Corp.; President of Camelray Industrial Corp., Camelray Town Corp., Camelray Holdings, Inc.; Director/Vice President for External Affairs of the Philippine Constructors Association; Execom Member, Construction Safety Foundation, Inc.; Director, Laguna Chamber of Commerce and Industry; and The Society of American Military Engineers; Member, The Phil.-Japan Economic Cooperation Council; Trustee, Kabalikat sa Kaunlaran Foundation; Treasurer, UST-AMV College of Accounting Foundation, Inc.

ANTONIO S. PASCUA, 64 yrs. old, Filipino, is the Executive Vice President of the Company, and concurrently, General Manager, Construction Division. He also serves as Director of EEI Construction and Marine, Inc., Equipment Engineers, Inc., Philrock Construction & Services, Inc., EEI Power Corporation; and Trustee of EEI Foundation and EEI Retirement Fund Inc.

FERDINAND G. VILLAFUERTE, 74 yrs. old, Filipino, is the Senior Vice President for Administration & Legal and Corporate Secretary since 1998 and Compliance Officer of the Company. He serves as President of Gulf Asia International Corporation, GAIC Professional Services, Inc., and GAIC Manpower Services, Inc.; Director of EEI Realty Corporation, EEI Construction and Marine, Inc., Equipment Engineers, Inc., Philrock Construction & Services, Inc., and EEI Power Corporation. He is also Trustee of EEI Foundation.

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NORMAN K. MACAPAGAL, 59 years old, Filipino, is the Senior Vice President for Saudi Operations of the Company. He is based in Saudi Arabia as Senior Vice President of Al-Rushaid Construction Company. He was previously the Vice President for New Caledonia Operations.

OSCAR D. MERCADO, 62 yrs. old, Filipino, is the Senior Vice President, Marketing and Engineering of Construction Division. He serves as Director of Gulf Asia International Corporation, GAIC Manpower Services, Inc. and EEI Construction and Marine, Inc.; Trustee and Treasurer of EEI Retirement Fund Inc. He was previously the Vice President for Marketing and Engineering. He is a member of the Philippine Construction Accreditation Board (PCAB). LEOVIGILDO R. DE CASTRO, 39 yrs. old, Filipino, is the Vice President & Chief Finance Officer of the Company. He serves as Director of Gulf Asia International Corporation, GAIC Manpower Services, Inc., EEI Realty Corporation, Equipment Engineers, Inc., EEI Power Corporation, and Philrock Construction & Services, Inc. As Managing Director of De Castro, Natividad & Cuison Attorneys-at-Law, he had extensive experience in the areas of Finance, Tax and Corporate Law. He also served as Finance Consultant at the Seed Capital Ventures Incorporated. ALBERTO C. SARINGO, 56 years old, Filipino, is the Vice President for Operations (Civil) of Construction Division. DIVINA F. MUNJI, 66 yrs. old, Filipino, is the Vice President for Administration of the Company. She is also a Member, Board of Trustees & Corporate Secretary of EEI Retirement Fund Inc. REYNALDO J. DIZON, 56 yrs. old, Filipino, is the Vice President for Human Resources Management of the Company. His previous experiences are HRM Director, Site HRM and Country HR Director of STMicroelectronics Philippines, Inc. (formerly NXP Semiconductors Philippines, Inc. formerly Philips Semiconductors Philippines, Inc. (Calamba). ALLAN GILBERT L. GOCO, 40 yrs. old, Filipino, is the Vice President for Treasury of the Company. He is also the Treasurer of Equipment Engineers, Inc., EEI Construction and Marine, Inc., EEI Realty Corporation, EEI Foundation, Gulf Asia International Corporation, GAIC Manpower Services, Inc., GAIC Professional Services, Inc., and Philrock Construction and Services, Inc. MERCADO T. MAGNO, 61 yrs. old, Filipino, is the Vice President for Saudi Operations since April 2006. He is based in Saudi Arabia as Vice President of the Al-Rushaid Construction Company.

JUAN AURELIO R. MATEO, 46 yrs. old, Filipino, is the Vice President for Logistics of Construction Division since 2007. LOURDES R. AVILA, 56 yrs. old, Filipino, is the Vice President for Internal Audit of the Company. REBECCA R. TONGSON, 54 yrs. old, Filipino, is the Vice President & Controller of the Company. She also serves as Assistant Treasurer of Equipment Engineers, Inc., EEI Power Corporation, EEI Construction & Marine, Inc., Gulf Asia International Corporation, and GAIC Manpower Services, Inc. MARIETTA R. VELASCO, 61 yrs. old, Filipino, is the Vice President for Legal and Contracts and Assistant Corporate Secretary of the Company. She also serves as Corporate Secretary of Equipment Engineers, Inc., EEI Power Corporation, EEI Construction & Marine, Inc., Bagumbayan Equipment & Industrial Products, Inc., and EEI Foundation, Inc.

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HANS CHRISTIAN O. LOPEZ, 50 yrs. old, Filipino, is the Vice President for Operations (Infrastructure) of the Company.

HIPOLITO P. PUNZALAN, 62 yrs. old, Filipino, is the Vice President for Operations (Electro-Mechanical) of the Company. Independent Directors: For 2014, the following had been nominated by various stockholders as Independent Directors:

Nominee Nominating Stockholder(s)

Filemon T. Berba, Jr. Rogelio B. Macapagal Roberto F. De Ocampo Divina F. Munji

The above nominees for independent directors and nominating stockholders are not in any way related to each other.

Messrs. Berba Jr. and De Ocampo, have accepted their nominations to serve as Independent Directors.

In addition to the Independent Directors, the following have also been nominated for election as Director: Alfonso T. Yuchengco, Helen Y. Dee, Roberto Jose L. Castillo, Juan Kevin G. Belmonte, Francisco G. Estrada, Medel T. Nera, and Wilfrido E. Sanchez.

Nominations for Director and Independent Director were received at least 90 days before the Annual Stockholders’ Meeting in compliance with Art. IV, Sec. 3 of the Company‘s By-Laws.

The Nominations Committee evaluated the qualifications of the nine nominees and concluded that they have more than the required qualifications and have none of the disqualifications for directorship set out in the company‘s By-Laws and Manual on Corporate Governance.

The Committee submitted the list of qualified nominees to the Board on May 4, 2014, in compliance with the By-Laws requiring submission of the same at least 60 days before the Annual Meeting.

The members of the Nominations Committee are Roberto Jose L. Castillo as Chairman, Filemon T. Berba, Jr. and Wilfrido E. Sanchez as members, with Ferdinand G. Villafuerte as non-voting member. Independent Public Accountants: Sycip, Gorres, Velayo (SGV) was appointed as the Company’s independent external accountant last year, and is proposed to be retained. In 2013, Ms. Cyril Jasmin B. Valencia was replaced by Mr. Michael C. Sabado as partner-in-charge up to the present. Such change in Partner is in compliance with SEC Rule 68 (30)(b)(iv).

There are no changes in and disagreements with SGV on accounting principles and financial statement disclosures.

Representatives of SGV are expected to be present at the meeting and will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

The members of the Audit Committee are Filemon T. Berba, Jr., Independent Director of the Company as Chairman with Messrs. Juan Kevin G. Belmonte, Roberto F. De Ocampo, Medel T. Nera, and Wilfrido E. Sanchez as members.

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Compensation of Directors and Executive Officers:

The members of the Board of Directors except those holding Management positions in the company are entitled to P10,000.00 per diem for attendance in any regular or special meeting, and per diem ranging from P5,000.00 to P8,000.00 for attending meetings of Board committees.

For the year 2014, total salaries, allowances and bonuses for the last two fiscal years and estimated to be paid for the ensuing year to the principal executive, operating and financial officers are as follows:

SUMMARY COMPENSATION TABLE

NAME

Projected 2014 Actual 2013 Actual 2012

Salary Bonus Salary Bonus Salary Bonus

Roberto Jose L. Castillo President & CEO

Antonio S. Pascua Executive Vice President

Ferdinand G. Villafuerte SVP - Administration & Legal, & Corporate Secretary

Oscar D. Mercado SVP–Marketing & Engineering

Leovigildo R. De Castro VP & Chief Finance Officer

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P24,118,550 P2,009,880 P22,332,000 P1,861,000 P20,693,400 P1,724,450 All other Officers & Directors P52,390,424 P4,199,202 P48,553,800 P4,046,150 P40,925,400 P3,410,450

There are no other cash compensation granted to officers and directors in addition to the above summary of compensation.

Other than the election of directors, there is no action to be taken at the Annual Stockholders’ Meeting that will affect directors and executive officers relative to bonus, profit sharing, pension/retirement plan, granting or extension of any option, warrant or right to purchase any securities. Significant Employees: While the Registrant acknowledges that each and every employee has a role and contribution to make, it also strongly believes that no one is indispensable in the organization. Thus, the loss of an employee, or even an officer, will not cause any serious dislocation or disruption in the business of the Registrant. This is not to say, however, that the Registrant does not endeavor to retain good and deserving employees for indeed it does, through its compensation program, training and the like.

Moreover, as a matter of policy, the Registrant sees to it that the maintenance of good relations with a client, customer or any other third party, is the responsibility of each and everyone in the organization. Thus, the success of a transaction, undertaking, or project does not depend on any one employee. In this sense, it can be said that the Registrant does not have what the Rules refer to as significant employees.

12 Family Relationship:

The Chairman of the Board, Amb. Alfonso T. Yuchengco, is the father of Helen Y. Dee, Vice Chairperson of the Company. All other Directors and Officers are not related by consanguinity or affinity. Involvement in certain Legal Proceedings: During the past 5 years, 2010-2014, there have been no pending Legal Proceedings, Bankruptcy petition, nor conviction by final judgment, against any Director and Executive Officers of registrant that is material to an evaluation of their ability or integrity to become a Director or Executive Officer of the Company during the past five years. Neither has any of them been subject to any Order, Judgment, or Decree, nor involved in any proceeding for violation of a Securities or Commodities law.

There are pending legal cases against the Company that are being contested by the Company and its legal counsels. The final resolution of these cases however will not have a material effect on the financial position of the Company. Certain Relationships and Related Transactions: The registrant does not have any transaction during the last two (2) years wherein its directors, or executive officers or any member of their immediate family have any material interest.

There are no material transactions which were negotiated by EEI with parties whose relationship with EEI fall outside the definition of “related parties” under SFA/IAS No. 24 but with whom EEI has relationship that enables such parties to negotiate terms that may not be available from other, more clearly independent parties on an arm’s length basis. Refer to Notes 26 of 2013 Audited Financial Statements.

FINANCIAL AND OTHER INFORMATION

Registrant incorporates by reference the Annual Report containing the financial report of the company as of December 31, 2013, and other related information. This will be mailed to stockholders together with this Information Statement and copies of the Minutes of the June 26, 2013 Annual Stockholders’ Meeting.

OTHER MATTERS

The Board of Directors recommends a vote for the following:

1. Election of the nine (9) members of the Board who are indicated above.

2. Appointment of External Auditor.

3. The Minutes of the previous Annual Meeting of the Stockholders’ on June 26, 2013, (see attached) the President‘s Report, Annual Report and the Financial Report as of December 31, 2013 will be submitted to the stockholders for their approval. Likewise the stockholders will be asked to confirm and ratify the resolutions or actions of the outgoing Board of Directors and the Management of the Company in 2013, on matters related to budget, cost control and cost reduction measures, marketing strategies and the like. The resolutions adopted by the Board in 2013 pertain mostly to bank-related resolutions authorizing opening or closing of bank accounts, and designating authorized signatories therefor; resolutions designating signatories to bids, proposals and contracts for construction projects; and resolutions authorizing signatories to deed of sale of equipment, motor vehicles; and the like.

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Voting Procedures:

The voting procedure for election and approval of corporate action in which Stockholders’ approval will be required shall be by “viva voce” unless voting by ballot is decided upon during the meeting.

a. The vote required for approval

The approval of any corporate action shall require the majority vote of all stockholders present either in person or represented by proxy in the meeting, if constituting a quorum, except the Amendment to the Articles of Incorporation which shall require two-thirds vote. For election of Directors, Section 24 of the Corporation Code shall apply.

b. The methods by which votes will be counted

Except in cases where voting by ballot is applicable, voting and counting shall be by “viva voce”. If by ballot, counting shall be supervised by external auditors.

PART III

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true, complete and correct. This report is signed in Quezon City on _May 29, 2014_. EEI CORPORATION By: FERDINAND G. VILLAFUERTE SVP & Corporate Secretary

/tess2salazar*definitive-IS’2014

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