SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-IS

INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:

[ ] Preliminary Information Statement [X ] Definitive Information Statement

2. Name of Registrant as specified in its charter FIRST GEN CORPORATION 3. Metro Manila, Philippines Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number A1998-18260 5. BIR Tax Identification Code 202-464-633 6. 3/F Benpres Building, Exchange Road cor. Meralco Avenue, Pasig City 1600 Address of principal office Postal Code

7. Registrant’s telephone number, including area code (632) 449-6400 8. Date, time and place of the meeting of security holders

Date: May 10, 2006 Time: 9:00 a.m. – 12:00 noon Place: Philippine Stock Exchange Centre Auditorium

9. Approximate date on which the Information Statement is first to be sent or given to security

holders April 18, 2006 10. In case of Proxy Solicitations: Name of Person Filing the Statement/Solicitor: N/A 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA

(information on number of shares and amount of debt is applicable only to corporate registrants):

Title of Each Class Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding (As of March 16, 2006)

Common Stock 799,706,000 Bonds Php5,000,000,000

12. Are any or all of registrant's securities listed in a Stock Exchange? Yes ___X___ No ________ If yes, disclose the name of such Stock Exchange and the class of securities listed therein: The common shares of First Gen are listed with the Philippine Stock Exchange.

INFORMATION REQUIRED IN INFORMATION STATEMENT

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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY A. GENERAL INFORMATION Date, time and place of meeting of security holders. The annual meeting of the stockholders of FIRST GEN CORPORATION (“First Gen” or the “Corporation”) is scheduled on May 10, 2006 at 9:00 a.m. at the Philippine Stock Exchange Centre Auditorium. The complete mailing address of the registrant is:

FIRST GEN CORPORATION 3rd Floor, Benpres Building Exchange Road cor. Meralco Avenue Pasig City 1600

This information statement is expected to be first sent or given to stockholders of record (April 10, 2006) approximately on or before April 18, 2006. Dissenters' Right of Appraisal Pursuant to Section 81 of the Corporation Code of the Philippines, any stockholder of the Corporation shall have the right to dissent and demand payment of the fair value of his shares on any matter that may be acted upon such as 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; and 3. In case of merger or consolidation. If, at any time after this information statement has been sent out, an action which may give rise to the right of appraisal is proposed at the meeting, any stockholder who voted against the proposed action and who wishes to exercise such right must make a written demand, within thirty (30) days after the date of the meeting or when the vote was taken, for the payment of the fair market value of his shares. Failure to make a demand within such period shall be deemed a waiver of the appraisal right. The value shall be determined as of the day prior to the date when the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. Upon payment, he must surrender his certificate of stock. No payment shall be made to any dissenting stockholder unless the Corporation has unrestricted retained earnings in its books to cover such payment. Within ten (10) days after demanding payment for his shares, a dissenting stockholder shall submit to the Corporation the certificate(s) of stock representing his shares for notation that the shares are dissenting shares. No corporate action is being proposed or submitted in the meeting that may call for the exercise of a stockholder’s right of appraisal under Title X of the Corporation Code. Interest of Certain Persons in or Opposition to Matters to be Acted Upon a) Each person who has been a director or officer of the Corporation at any time since

the beginning of the last fiscal year, each nominee for election as a director of the Corporation, and each associate of the foregoing persons, have no substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted

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upon other than election to office. The nominees may, however, own shares in the Corporation but they will not be receiving any extra or special benefit by reason of the matters to be acted upon other than what may be shared on a pro rata basis by all holders of the same class.

b) No director has informed the Corporation in writing of his intention to oppose the

actions/motions and/or matters to be taken up in the meeting. B. CONTROL AND COMPENSATION INFORMATION Voting Securities and Principal Holders Thereof a) The registrant has 799,706,000 common shares and 355,238,000 voting preferred

shares which are subscribed and outstanding as of March 16, 2006. Each stockholder shall be entitled to one vote for each share of stock held as of the established record date.

b) All stockholders of record as of April 10, 2006 are entitled to notice and vote at the

annual stockholders’ meeting. c) A stockholder entitled to vote at the meeting shall have the right to vote in person or

by proxy. With respect to the election of directors, in accordance with Section 24 of the Corporation Code, a stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected or he may distribute them on the same principle among as many candidates as he shall see fit; provided, that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the whole number of directors to be elected. There is no condition precedent to the exercise of the stockholders’ right to cumulative voting. Neither is the Corporation soliciting any proxy or any discretionary authority to cumulate votes.

d) Security Ownership of Certain Record and Beneficial Owners and Management

(1) Security Ownership of Certain Record & Beneficial Owners

The equity securities of the Corporation consist of common and preferred shares, both of which have voting rights. As of March 16, 2006, the Corporation knows of no one who is directly or indirectly the record or beneficial owner of more than 5% of the Corporation’s capital stock except as set forth below.

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Title of Class

Name, Address of Record Owner and Relationship with

Issuer

Name of Beneficial Owner and Relationship

with Record Owner

Citizenship

No. of Shares Held

Percentage to Class

Common First Philippine Holdings Corporation (“FPHC”) 4/F Benpres Building Exchange Road cor. Meralco Avenue Pasig City, stockholder

First Philippine Holdings Corporation is the record and beneficial owner of the shares indicated. Oscar M. Lopez has been appointed proxy of FPHC to represent it and vote its shares at the shareholders’ meeting

Filipino 412,967,200 51.64%

Common FGHC International Ltd. Ugland House, P.O. Box 309, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies, stockholder

FPHC is the beneficial owner of the shares indicated.1

Cayman Islands

123,238,400 15.41%

Common PCD Nominee Corp (Foreign)

Various 179,142,150 22.4%

Common Others Various 84,358,250 10.55% Owner of more than 5%

under PCD Nominee Corp.

Common Hong Kong and Shanghai Banking Corp Custody and Clearing Dept. 30/F Discovery Suites 25 ADB Ave., Ortigas Center, Pasig City

Various (foreign) 97,290,216

12.17%

TOTAL COMMON 799,706,000 100% TOTAL PAR VALUE AT P1.00 PER SHARE Php799,706,000.00

Title of Class

Name, Address of Record Owner and Relationship with

Issuer

Name of Beneficial Owner and Relationship

with Record Owner

Citizenship

No. of Shares Held

Percent of Class

Voting Preferred Shares

First Philippine Holdings Corporation, 4/F Benpres Bldg., Exchange Road Ortigas Center, Pasig, principal stockholder

First Philippine Holdings Corporation is the record and beneficial owner of the shares indicated. Oscar M. Lopez has been appointed proxy of FPHC to represent it and vote its shares at the shareholders’ meeting of First Gen

Filipino 355,238,000 100.00%

TOTAL VOTING PREFERRED 355,238,000 100.00% TOTAL PAR VALUE AT Php0.50 PER SHARE P177,619,000

1 FGHC International is a wholly-owned subsidiary of FPHC.

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(2) Security Ownership of Management as of March 16, 2006 Following is the security ownership of directors and executive officers:

Title of Class

Name of Beneficial Owner Amount and Nature of Beneficial Ownership

Citizenship Percentage of Class

Common Oscar M. Lopez 220,040 –direct Filipino 0.0275151% Common Peter D. Garrucho, Jr. 120,040 – direct Filipino 0.0150105% Common Federico R. Lopez 106,440 –direct Filipino 0.0133099% Common Elpidio Ibañez 20,040 – direct Filipino 0.0025059% Common Tony Tan Caktiong 40 - direct Filipino 0.0000050% Common Cezar P. Consing 40 – direct Filipino 0.0000050% Common Francis Giles B. Puno 120,001 – direct Filipino 0.0150056% Common Richard B. Tantoco 50,001 direct Filipino 0.0062524% Common Ernesto B. Pantangco 50,000 direct Filipino 0.0062523% Common Nestor H. Vasay 50,000 – direct Filipino 0.0062523% Common Victor Emmanuel B. Santos,

Jr. 40,000 – direct Filipino 0.0050018%

Common Daniel H. Valeriano, Jr. 42,500 – direct Filipino 0.0053145% Common Rachel R. Hernandez 2,000 –direct Filipino 0.0002501% Common Emmanuel P. Singson 20,000 –direct Filipino 0.0025009% As of March 16, 2006, the aggregate amount of common shares registered in the names of the directors and officers of the Corporation is 841,142.

(3) Voting Trust Holders of 5% or more

The Corporation knows of no person holding 5% or more of the Corporation’s shares under a voting trust or similar agreement.

(4) Changes in Control

There are no existing provisions in the Corporation’s amended articles of incorporation or its amended by-laws which will delay, defer or in any manner prevent a change in control of the Corporation. However, FPHC is the sole holder of the Corporation’s voting preferred shares. Under the Corporation’s amended articles of incorporation, holders of voting preferred shares are entitled to full voting rights. Further, the voting preferred shares can only be transferred to Philippine citizens or corporations at least 60% of the outstanding equity capital is beneficially owned by Philippine citizens and which, in either case, is not in competition with FPHC or any of its affiliates. The voting preferred shares constitute more than 30% of the Corporation’s outstanding capital stock. As a result, FPHC’s combined ownership of the Corporation’s voting preferred shares and common shares will allow it to control the Corporation even if its ownership of the common shares falls below 51%.

Directors and Executive Officers a) Board of Directors, Executive Officers and Nominees

(1) The board of directors currently has eight (8) members and one vacant seat,

as a result of the resignation of Mr. Steve E. Psinakis early this year. The Corporation is required to have at least two independent directors or such independent directors as shall constitute at least 20% of the members of such board, whichever is lesser, pursuant to the requirements of Section 38 of the Securities Regulation Code. The directors serve for a period of one year and until their successors shall have been elected and qualified. The Corporation’s board of directors is currently composed of the following:

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Director Nationality Position Age Year Position was

Assumed Mr. Oscar M. Lopez Filipino Chairman of the

board of directors 75 Chairman since 1998

Mr. Peter D. Garrucho, Jr. Filipino Vice Chairman of the board of directors and CEO

61 Director since 1998; Vice Chairman and CEO since 2002

Mr. Federico R. Lopez Filipino Director, President and COO

44 Director since 1998; President and COO since 2002

Mr. Elpidio L. Ibañez Filipino Director 55 Director since 1998 Mr. Tony Tan Caktiong Filipino Independent

Director 53 Director since 2005

Mr. Cezar P. Consing Filipino Independent Director

46 Director since 2005

Mr. Francis Giles B. Puno Filipino Director, Senior Vice President and CFO

41 Director since 2005; Senior Vice President and CFO since 2000

Mr. Richard B. Tantoco Filipino Director and Senior Vice President

39 Director since 2005; Senior Vice President since 2000

The incumbent directors named above, together with Dr. Fiorello R. Estuar, have been nominated for reelection/election to the board. Tony Tan Caktiong and Cezar P. Consing were nominated for election as independent directors of the Corporation. Under the Corporation’s Manual on Corporate Governance, the board acts as the Nomination Committee for selecting directors and passing upon their qualifications. The board has passed upon the qualifications of the nine persons nominated as directors, and found no disqualifications as provided in the by-laws and the Manual on Corporate Governance. With respect to the nominees for independent directors, the names of Mr. Tan Caktiong and Mr. Consing were submitted by First Gen’s parent company, FPHC. There are no existing relationships between FPHC on the one hand, and Mr. Tan Caktiong and/or Mr. Consing on the other. Their nomination and qualification are in compliance with the Corporation‘s by-laws, Manual on Corporate Governance, and SRC Rule 38. In accordance with SRC Rule 38, no further nominations shall be entertained or allowed on the floor during the annual meeting of stockholders as the final list of candidates will be the basis for the election of the independent directors. The following sets forth the business experience of the nominees for directors of the Corporation:

Oscar M. Lopez, born April 19, 1930, Filipino, has been Chairman and Chief Executive Officer of FPHC since 1986, and Chairman of Benpres Holdings Corporation since June 24, 1993. Through these two assignments, Mr. Lopez serves as Chairman of the Lopez Group of companies. He is also a member of the board of ABS CBN Broadcasting Corporation. Mr. Lopez has led FPHC’s efforts in other businesses aside from energy and power, including toll road construction, industrial park and real estate development and electronics manufacturing. Mr. Lopez has a Masters degree in Public Administration from the Littauer School of Public Administration, Harvard University (1955). Mr. Lopez also earned his Bachelor of Arts degree (cum laude) from Harvard University (1951). Peter D. Garrucho, Jr., born May 4, 1944, Filipino, is Managing Director for Energy of FPHC and Vice Chairman and CEO of the Corporation. As part of these responsibilities, Mr. Garrucho also serves as Vice Chairman and CEO of First Gas Holdings Corporation, First Gas Power Corporation, FGP Corp., First Gen Luzon Power Corp., First Gen Hydro Power

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Corp., First Gen Geothermal Power Corp., and FG Bukidnon Power Corp. He is also President and CEO of First Private Power Corp. and Bauang Private Power Corp. Prior to his current posts, Mr. Garrucho served in the Government as Secretary of Tourism and Secretary for Trade & Industry during the administration of President Corazon C. Aquino. He was also Executive Secretary and the Presidential Advisor for Energy Affairs under President Fidel V. Ramos. Mr. Garrucho has an AB-BSBA degree from De La Salle University (1966) and a Master of Business Administration degree from Stanford University (1971). Federico R. Lopez, born August 5, 1961, Filipino, is President and Chief Operating Officer of First Gen, First Gas Holdings Corp., First Gas Power Corp., First Gen Luzon Power Corp., First Gen Geothermal Power Corp., and First Gen Hydro Power Corp. Mr. Lopez is also a Vice President of FPHC, and a member of the board of ABS CBN Broadcasting Corporation. He has been a member of FPHC’s Energy Task Force since 1993. In addition to his responsibilities in project development, he has also been an active participant in efforts to introduce market reforms in the power industry. He is also President of First Philippine Conservation, Inc. Mr. Lopez is a graduate of the University of Pennsylvania with a Bachelor of Arts degree in Economics and International Relations (cum laude, 1983). Elpidio L. Ibañez, born September 30, 1950, Filipino, is President and Chief Operating Officer of FPHC. As FPHC COO, Mr. Ibañez monitors the company’s other affiliated companies in manufacturing, property development and toll roads. He is also the Chief of Staff of Benpres Holdings Corporation and is a member of the board of various Benpres-affiliated companies. Mr. Ibañez obtained a Masters degree in Business Administration from the University of the Philippines (1975) and a Bachelor of Arts degree with a major in Economics from the Ateneo de Manila University (1972). Francis Giles B. Puno, born September 1, 1964, Filipino, is Senior Vice President and Chief Financial Officer of First Gen, First Gas Power Corp., FGP Corp., First Gen Luzon Power Corp., FG Bukidnon Power Corp., First Gen Hydro Power Corp., and First Gen Geothermal Power Corp. He led the Corporation in the financing of the 1000 MW Santa Rita and the 500 MW San Lorenzo power projects. He also led the Corporation in two major merger and acquisition deals with the entry of AIDEC FG Power Corporation Limited and Sumitomo Corporation as investors as well as the sale of Panay Power Corporation. Prior to joining the Corporation, Mr. Puno worked as Vice President with the Global Power and Environmental Group of The Chase Manhattan Bank based in Singapore. Mr. Puno has a Master of Management degree from the Kellogg Graduate School of Management of Northwestern University (1990) and a Bachelor of Science degree in Business Management from Ateneo de Manila University (1985). Richard B. Tantoco, born October 2, 1966, Filipino, is Senior Vice President for business development of First Gen, First Gas Power Corp., FGP Corp., First Gen Luzon Power Corp., First Gen Geothermal Power Corp., and First Gen Hydro Power Corp. Mr. Tantoco is responsible for seeking opportunities to develop greenfield power projects as well as developing downstream natural gas transmission and distribution business. Mr. Tantoco led the negotiations of major project contracts that resulted in the development of the 1000 MW Santa Rita power project, the 500 MW San Lorenzo power project and the 8-km. Tabangao-Santa Rita gas pipeline. Prior to joining the Corporation, Mr. Tantoco worked with the management consulting firm Booz, Allen and Hamilton, Inc. in New York and London. Mr. Tantoco has an MBA in Finance from the Wharton School of Business of the University of Pennsylvania (1993) and a Bachelor of Science degree in Business Management from the Ateneo de Manila University where he graduated with honors (1988). Tony Tan Caktiong, born January 5, 1953, Filipino, is the Chairman, President and CEO of retail giant Jollibee. He also operates Chowking, Greenwich, Delifrance and Yonghe King. He has received numerous awards, including the World Entrepreneur of the Year award in 2004. Mr. Caktiong has a BS Chemical Engineering degree from the University of Santo Tomas (1975) and has management tutoring certifications from Harvard University, Asian Institute of Management, University of Michigan Business School and Harvard Business School.

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Cezar P. Consing, born October 20, 1959, Filipino, is a Partner with the Rohatyn Group, a New York-headquartered independent investment management company that focuses on the emerging markets. He has over twenty years’ experience in international finance. Mr. Consing is presently a member of the board of directors of Bank of the Philippine Islands, Filgift.com, and CIMB Berhad. Prior to joining the Rohatyn Group, Mr. Consing held several senior management positions at JP Morgan & Co. and JP Morgan Securities (Asia Pacific) Limited. Mr. Consing has a Bachelor of Arts degree in Economic (magna cum laude) from De La Salle University (1979) and a Master’s Degree in Applied Economics from the University of Michigan (1980). Mr. Consing is based in Hong Kong. The Rohatyn Group has never rendered professional advisory services to the Corporation or any of its subsidiaries. Fiorello R. Estuar, born July 27, 1938, Filipino, was nominated in March 2006 for election to the board of directors. He is currently a consultant for the Lopez group of companies; senior consultant for C. Virata & Associates; President/CEO of Maynilad; member of the board of Security Land Corporation; member of the JBIC Advisory Committee; and private sector representative in the Government Procurement Policy Board. He was a member of the Cabinet as Presidential Adviser and Secretary of the Department of Public Works and Highways (1987-91); Administrator of the National Irrigation Administration (1980-83); and President of PNCC (1984-87). Some of his previous activities include: PEZA consultant (1998-2004); President of First Philippine Balfour Beatty Inc. as consultant to the Lopez group (2001-04); and Chairman/member of the board of over 20 public and business corporations (1980-2001). Mr. Estuar obtained his Bachelor of Science degree in Civil Engineering at the University of the Philippines in 1959, and his Ph.D. in Civil Engineering at Lehigh University, USA, in 1965. The Corporation’s senior management is composed of the following:

Officer Nationality Position Age Year Position was Assumed

Mr. Peter D. Garrucho, Jr. Filipino Vice Chairman of the board of directors and CEO

61 Director since 1998; Vice Chairman and CEO since 2002

Mr. Federico R. Lopez Filipino Director, President and COO

44 Director since 1998; President and COO since 2002

Mr. Ernesto B. Pantangco Filipino Senior Vice President 55 2000 Mr. Francis Giles B. Puno Filipino Director,

Senior Vice President and CFO

41 Director since 2005; Senior Vice President and CFO since 2000

Mr. Richard B. Tantoco Filipino Director and Senior Vice President

39 Director since 2005; Senior Vice President since 2000

Mr. Nestor H. Vasay Filipino Vice President and Comptroller

52 2005

Mr. Victor B. Santos, Jr. Filipino Vice President and Compliance Officer

38 2005

Mr. Daniel H. Valeriano, Jr. Filipino Vice President 56 2001 Mr. Emmanuel P. Singson Filipino Vice President 40 2006 Ms. Rachel R. Hernandez Filipino Assistant Corporate

Secretary 38 2005

Ernesto B. Pantangco, born September 24, 1950, Filipino, is Senior Vice President of the Corporation and Executive Vice President and Chief Operating Officer of First Private Power Corporation and its major asset, Bauang Private Power Corporation. He was responsible for the development, financing, construction and operation of the 225 MW Bauang and 72 MW Panay power plants. Mr. Pantangco is on his second term as President of the Philippine Independent Power Producers Association. Mr. Pantangco has a Bachelor of Science in Mechanical Engineering degree from De La Salle University (1973) and Master of Business Administration degree from the Asian Institute of Management, dean’s list (1976). He is a registered mechanical engineer and placed 6th in the 1973 Government board exams.

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Nestor H. Vasay, born October 5, 1953, Filipino, is Vice President and Comptroller of the Corporation. Mr. Vasay is mainly responsible for the loan administration and financial controls of the Corporation, First Gas Holdings Corp., First Gas Power Corp., FGP Corp., First Gas Pipeline Corp., First NatGas Power Corp., FG Land Corporation, Unified Holdings Corp., AlliedGen Power Corp., FG Bukidnon Power Corp., First Gen Renewables Inc., First Gen Luzon Power Corp., First Gen Geothermal Power Corp., and First Gen Hydro Power Corp. Prior to his current post, Mr. Vasay worked as Assistant Vice President and Head of Credit Review for International Exchange Bank. He was also previously connected with the Manila Branch of Chase Manhattan Bank., N.A. as Second Vice President and Manager for Credit Administration. Mr. Vasay is a Certified Public Accountant and holds a Bachelors Degree in Business Administration from Angeles University (1976). Victor B. Santos, Jr., born September 7, 1967, Filipino, is Vice President - Legal and Regulatory of the Corporation and also serves as its Compliance Officer. Prior to joining the Corporation, Mr. Santos worked with Enron Corp. in various capacities in Houston, Texas, and in Singapore. Mr. Santos has a Master of Business Administration degree from Fordham University (1995), New York, and a Bachelor of Science degree in Management of Financial Institutions from De La Salle University (1989). Daniel H. Valeriano, Jr., born June 1, 1949, Filipino, is Vice President for Technical Services of the Corporation. He is currently the Vice Chairman of the Grid Management Committee, appointed by and under the supervision of the Energy Regulatory Commission. Mr. Valeriano has a Bachelor of Science degree in Electrical Engineering from the University of the Philippines (1971) and has earned credits for a Master of Science degree in Industrial Engineering from the University of the Philippines during the years 1976-1978. He is a registered electrical engineer. Emmanuel P. Singson, born December 31, 1965, Filipino is Vice President for Finance and Investors Relations Officer of the Corporation. He is primarily involved in the fund-raising activities of the First Gen group. Prior to his current post, Mr. Singson was connected with the Investment Banking group of Chase Manhattan Bank. Mr. Singson obtained his Bachelor of Science degree in Business Management from the Ateneo de Manila University. Rachel R. Hernandez, born April 24, 1967, Filipino, is Assistant Corporate Secretary of the Corporation, First Private Power Corp., and Bauang Private Power Corp., and is Corporate Secretary of FG Bukidnon Power Corp., First Gen Renewables Inc., First Gen Luzon Power Corp., First Gen Geothermal Power Corp., and First Gen Hydro Power Corp. Ms. Hernandez obtained her Bachelor of Laws degree from the University of the Philippines (1992) and is licensed to practice law in the Philippines and New York.

(2) Significant Employees

No single person is expected to make a significant contribution to the business since the Corporation considers the collective efforts of all its employees as instrumental to the overall success of the Corporation’s performance.

(3) Family Relationships

Of the above-mentioned directors and officers, the following are related within the fourth civil degree of consanguinity or affinity: Oscar M. Lopez is the father of Federico R. Lopez; Ernesto B. Pantangco is the cousin-in-law of Oscar M. Lopez; and the wives of Federico R. Lopez and Francis Giles B. Puno are sisters. Other than the foregoing, there are no family relationships either by consanguinity or affinity up to the fourth civil degree among directors, executive officers and nominees for election as directors.

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(4) Involvement in Certain Legal Proceedings

To the best of the Corporation’s knowledge, as of the date of this information statement, there has been no occurrence during the past five (5) years of any of the following events which are material to an evaluation of the ability or integrity of any director, nominee for election as director, executive officer, underwriter or control person of the Corporation:

a. Any bankruptcy petition filed by or against any business of which a

director, person nominated to become a director, executive officer or control person of the Corporation was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time;

b. Any conviction by final judgment in a criminal proceeding, domestic

or foreign, or any pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses;

c. Any order, judgment or decree not subsequently reversed,

suspended or vacated, by any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of a director, person nominated to become a director, executive officer or control person in any type of business, securities, commodities or banking activities; or

d. Any finding by a domestic or foreign court of competent jurisdiction

(in a civil action), the Securities and Exchange Commission or comparable foreign body, or a domestic or foreign exchange or other organized trading market or self-regulatory organization, that any director, person nominated to become a director, executive officer, or control person has violated a securities or commodities law.

(5) Certain Relationships and Related Transactions

To the best of the Corporation’s knowledge, there had been no material transaction during the past two (2) years, nor is there any material transaction presently proposed, to which the Corporation was or is to be a party, in which any of its directors, executive officers, nominee for election as a director, or any individual owning, directly or indirectly, significant voting power of the Corporation, or any close family members of such individuals, had or is to have a direct or indirect material interest except as provided hereunder.

Related Party Transactions In addition to the Power Purchase Agreements entered into by each of First Gas Power Corporation and FGP Corp. with Manila Electric Company, which are more thoroughly described in the audited financial statements of the Corporation, the Corporation and its subsidiaries have also entered into other agreements with affiliates, its controlling shareholders, FPHC, and other members of the Lopez Group of companies. Unless stated otherwise, as of March 16, 2006, the material transactions with related parties are as follows: a. From time to time, advances to shareholders representing non-

interest bearing US$ and Peso-denominated loans to meet working capital and investment requirements of such shareholders are made ahead of, and are offset against, dividends declared by the Corporation’s board of directors.

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b. The Corporation has a Management Contract to render management services to Bauang Private Power Corporation (BPPC) under certain terms and conditions, in consideration of the payment of Management Fees. The contract was renewed for the period January 2006 until the end of the Cooperation Period in 2010. Management Fees totaled to P91 million, P87 million, P73 million in 2004, 2003 and 2002, respectively, and P 91.68 million in 2005.

c. The Corporation leases the premises on which its corporate offices

are located from INAEC Development Corporation, a subsidiary of FPHC. The lease is for a term of five years and expires on July 31, 2007. The monthly rent for the premises is approximately P1.3 million.

d. First Gas Power Corporation has a Transmission Line Maintenance

Agreement with MIESCOR, a subsidiary of Meralco, dated September 8, 2000, as amended on July 30, 2004, for the maintenance of the 230 kV transmission line from the Santa Rita plant to the Calaca Substation in Batangas. This involves the payment of P0.6 million per month as retainer fee, and P2.3 million for every six-month period as service fee, with both fees subject to periodic adjustment as set forth in the agreement. The amount of compensation for additional services requested by the Corporation outside the scope of the agreement is subject to mutual agreement between First Gas Power Corporation and MIESCOR.

e. The Corporation manages and supervises the operations of First

Philippine Industrial Corporation (FPIC), a subsidiary of FPHC which is engaged in the fuel supply business. The Corporation does not receive a fee for the services it provides to FPIC.

The Corporation considers each of its stockholders, subsidiaries and affiliates to be independent entities and believes that related party transactions with these entities have generally been as favorable to the Corporation as similar transactions with third parties would have been. The significant transactions with related parties can likewise be found in the notes to the Corporation’s audited financial statements. There can be no assurance that future arrangements between related parties will not involve conflicts of interest.

b) No director has resigned or declined to stand for re-election to the board of directors

since the date of the last annual meeting of the Corporation because of a disagreement with the Corporation on matters relating to the Corporation’s operations, policies and practices.

Compensation of Directors and Executive Officers a) Certain officers of the Corporation, including the top five members of senior

management listed in the table below, are seconded from FPHC and some of the Corporation’s subsidiaries and affiliates, and receive their salaries from FPHC or the relevant investee company of the Corporation, as the case may be. The following are the Corporation’s top five executive officers:

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Name and Position Year Salaries Bonuses/Other Income

Peter D. Garrucho, Jr., Vice Chairman and CEO

Federico R. Lopez, President and COO Ernesto B. Pantangco, Senior Vice President

Francis Giles B. Puno, Senior Vice President and CFO

Richard B. Tantoco, Senior Vice President CEO and the four most highly compensated officers named above

2004 P69,971,301 P51,071,843

2005 P68,248,344 P60,244,578 2006 (estimate) P81,215,529 P67,473,928 Aggregate compensation paid to all officers and directors as a group unnamed

2004 P87,650,701 P60,218,036

2005 P94,379,568 P81,348,549 2006 (estimate) P111,367,890 P89,483,404

b) Standard Arrangements

The directors receive standard per diems of P50,000 for attendance at each board meeting.

c) Employment Contracts, Termination of Employment, Change-in-Control

Arrangements

There are no existing employment contracts with executive officers. There is also no arrangement for compensation to be received from the Corporation in the event of a change of control of the Corporation. The following executive officers have been seconded by FPHC to the Corporation: Peter D. Garrucho, Jr., Vice Chairman and CEO; Federico R. Lopez, President and COO; Francis Giles B. Puno, Senior Vice President and CFO; and Richard B. Tantoco, Senior Vice President for business development. Under the terms of the secondment agreement between the Corporation and FPHC, the secondment may be terminated by either the Corporation or FPHC upon 30 days’ prior written notice to the other party. Further, the secondment of these officers to the Corporation does not affect the respective terms of their employment with FPHC. During each officer’s secondment, the Corporation is responsible for the payment of each officer’s salaries and other remuneration. On April 4, 2005, the board of directors of the Corporation approved a Retirement Plan providing a normal retirement benefit of two months' salary for every year of service to eligible officers and employees who are at least 50 years old and have rendered at 25 years of service, or to employees who are 60 years old with at least 10 years of service. The Retirement Plan also provides for payment of (i) an early retirement benefit of between 50% to 97.5% of the normal retirement benefit to eligible officers and employees who opt to retire at age 50 after rendering 10 years of service, or eligible officers and employees who have rendered 20 years of service if below 50 years old; (ii) a resignation benefit of between 25% to 47.5% to eligible officers and employees who have rendered from 10 to 19 years of service. In the event of death or disability, the Retirement Plan provides the eligible officer or employee the greater of one annual salary or his accrued retirement benefit.

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Finally, in the event of involuntary separation, the Retirement Plan provides an officer or employee who has rendered at least 10 years of service or, if otherwise, his separation pay.

e) Warrants and Options Outstanding: Repricing

Executive Stock Option Plan Under the Corporation’s ESOP: 1. senior managers and executives of the Corporation; 2. senior managers and executives of companies of which more than 30.0% of

the voting stock is effectively owned, directly or indirectly and legally or beneficially, by the Corporation;

3. senior managers and executives of such other companies in which the Corporation owns shares as may be determined by the board of directors; and

4. directors, officers or employees of FPHC and its affiliates who are nominated and awarded as such, may acquire the Corporation’s common shares. The shares subject to the ESOP include unissued common shares, any treasury common shares held by the Corporation or issued common shares held or owned by FPHC or its affiliates, subject to the necessary corporate approval of FPHC or its affiliates. The aggregate number of common shares that may be subject to, and issued under, awards granted pursuant to the ESOP shall not at any time exceed 4% of the total issued and outstanding common shares. Options under the ESOP vest within a five-year period but cannot be exercised prior to any initial public offering (IPO) of the Corporation's shares. If award is granted prior to such IPO, the purchase price is fixed in accordance with the plan, subject to adjustments in certain cases. If award is granted after an IPO of the Corporation’s shares, the purchase price is fixed at the option grant date at the average closing price of the Corporation’s common shares at the stock exchange for 20 market days prior to the grant, subject to discount, but in no way shall the purchase price be less than the par value. The terms of the plan include, among others, a one-year holding period from the date of the award of an option, a limit as to the number of shares an executive and employee may purchase, and settlement by payment in cash or check of the full amount of the price of the shares over which the option is exercised. In addition, the exercise of the options shall be subject to the following restrictions: (i) no option holder may exercise an option whether in whole or in part before the lapse of one year from its option grant date or before that portion of the option subject of the proposed exercise becomes vested in accordance with the vesting schedule applicable to such option; (ii) only those common shares representing a maximum of 50% of the total number of common shares covered by all options then outstanding may be issued within one year from the date of the IPO, the provisions of any award agreement to the contrary notwithstanding. In July 2003, a total of 409,756 options were granted to certain officers and employees under the ESOP. By virtue of the common stock split and common stock dividend declared and approved by the Corporation’s board of directors and shareholders on April 4, 2005, the number of options and price per share granted to all officers and directors were automatically adjusted in accordance with the terms of the ESOP. Accordingly, the number of common shares reserved for the grantees has been adjusted to total 18,091,400 common shares. Options to acquire 75,875 common shares which had vested as of March 16, 2006 now cover options to acquire 3,035,000 common shares, and the exercise price of P528.00 per share has been adjusted to P13.20 per share.

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As of the date of this information statement, no options have been exercised and, accordingly, no issuance or sale of shares has been made to grantees under the ESOP. The following table sets out the persons to whom options have been granted pursuant to the ESOP and the number of shares relating to each such person as of March 16, 2006:

Name and Position Date of Grant

Total Options Granted

Vested and Unexercised

Unvested Exercise Price/ Share

Market Price/Share

Peter D. Garrucho, Jr., Vice Chairman and CEO

Federico R. Lopez, President and COO

Ernesto B. Pantangco, Senior Vice President

Francis Giles B. Puno, Senior Vice President and CFO

Richard B. Tantoco, Senior Vice President

Aggregate number of shares granted to the above-named officers

July 1, ‘03

6,167,720

1,233,544

4,934,176

Php13.20 High -Php42 Low-Php41 Close-Php42

Aggregate number of shares granted to all officers and directors as a group unnamed

July 1, ‘03

15,175,000

3,035,000

12,140,000

Php13.20 High -Php42 Low-Php41 Close-Php42

Employee Stock Purchase Plan The Corporation also has an ESPP which was approved by the Corporation’s board of directors and shareholders on April 4, 2005. Under the ESPP, eligible employees (who are nominated and awarded as such) of the following entities may acquire the Corporation’s common shares: 1. the Corporation; 2. companies of which more than 30% of the voting stock is effectively owned,

directly or indirectly, by the Corporation; and 3. such other companies in which the Corporation owns shares as may be

determined by the board of directors. The shares subject to the ESPP include unissued common shares, any treasury common shares held by the Corporation or issued common shares held or owned by FPHC or its affiliates, subject to the necessary corporate approval of FPHC or its affiliates. The aggregate number of common shares that may be subject to, and issued under, awards granted pursuant to the ESPP shall not at any time exceed 1% of the total issued and outstanding common shares. The shares may be acquired under the ESPP at fair market price equal to the average of the closing price of the common shares on the exchange for the 20 market days immediately preceding the grant, or, at a fixed price of P2,600.00 per share in the event that the grant date be at or within three months from any listing of the Corporation’s shares on the PSE. The price of P2,600.00 per common share is based on the Corporation’s capital structure as of December 31, 2004; this price and

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the number of shares covered by the ESPP are subject to automatic adjustments in cases of changes in capital structure, which include among others, stock splits and stock dividends. Under no circumstance, however, may the common shares be acquired at less than par. A grantee under the ESPP shall have five years to complete payments on the common shares acquired pursuant to the plan, with a right to prepayment after two years. As of the date of this information statement, no award or sale of shares under the ESPP has been granted to any employee.

Independent Public Accountants SyCip Gorres Velayo & Co. (SGV) is being recommended to the stockholders for appointment as external auditor for the current year. SGV has acted as the Corporation’s external auditors since its incorporation in December 1998. There has, however, been a change in the audit partners handling the Corporation. Gemilo J. San Pedro served as audit partner from 1999 to 2001, while Wilson P. Tan, the current audit partner for the Corporation, has served as such since December 31, 2002. The Corporation has therefore complied with SEC Memorandum Circular No. 8, series of 2003, requiring the Corporation to rotate or change the handling partner of its independent public accountant every five years. The Corporation has not had any disagreements on accounting and financial disclosures with its current external auditors for the same periods or any subsequent interim period. Representatives of SGV are expected to be present and respond to appropriate questions during the stockholders’ meeting. They will also have the opportunity to make a statement if they so desire. Material Legal Proceedings

Engineering, Procurement and Construction (EPC) Contracts

FGPC entered into a turnkey EPC Contract with Siemens AG, Siemens Power Generation, and Siemens, Inc. (collectively “Siemens”) for the construction of the 1000MW Santa Rita power plant (Project). A dispute arose with Siemens relating to Siemens’ construction of the Project, pursuant to the EPC Contract. Siemens and its subcontractors incurred delays in Project completion, resulting in amounts of approximately $99.3 million owing from Siemens to FGPC under the EPC Contract. Pursuant to the EPC Contract, FGPC withheld approximately $94.2 million of its milestone payments, inclusive of variation orders, to Siemens.

In December 2002, Siemens submitted a Request for Arbitration to the International Chamber of Commerce (ICC) in London against FGPC arising out of alleged delays to the construction of the Project. In the Request for Arbitration, Siemens claims payment for certain milestones achieved in the Project, which FGPC withheld in lieu of liquidated damages amounting to approximately $94.2 million. Also, Siemens claims an additional sum in the amount of approximately $64.0 million for prolongation costs and miscellaneous matters.

The Arbitral Tribunal considered Siemens’ claims and the liquidated damages issues during hearings held in March and April 2005.

In November 2005, the Arbitral Tribunal made its award in relation to Siemens’ extension of time claims and ruled that Siemens was entitled to extensions of time and/or suspension of delay liquidated damages in respect of Block 1 and Block 2 completion of 32 days and 60 days, respectively. However, notwithstanding Siemens’ entitlement to an extension of time, delays to the Project for which Siemens was responsible meant that FGPC was entitled to the full amount of delay liquidated damages in the aggregate amount of $99.3 million. As FGPC had already withheld $94.2 million in payment to Siemens, only the balance of

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$5.1 million is due to be paid to FGPC by Siemens, subject to any set-offs and counterclaims to be determined by the Arbitral Tribunal in its final award.

On December 26, 2005, the time for Siemens to counteract the decision of the Arbitral Tribunal in relation to FGPC’s entitlement to the full amount of the delay liquidated damages as stated in the foregoing had expired. With this, the withheld amount of approximately $93.9 million of unpaid EPC milestone payments, net of applicable taxes, was treated as a reduction in the cost of the power plant complex in 2005. The balance of $5.1 million was recognized as part of “Other income (charges)” account in the consolidated statements of income.

In addition to claiming an entitlement to $99.3 million liquidated damages from Siemens for the delays to the Project, FGPC filed counterclaims against Siemens for an adjusted aggregate amount of approximately $83.0 million. Both Siemens and FGPC claim interest from each other and the legal costs involved in pursuing claims and counterclaims. FGPC’s counterclaims were heard in September 2005. The Arbitral Tribunal is currently in the process of deciding on the merits of FGPC’s counterclaims, as well as the issues of interest and costs.

Gas Sale and Purchase Agreements (GSPAs)

GSPA of FGP. FGP has a GSPA with Shell Philippine Exploration B.V., Shell Philippines LLC, Chevron Malampaya, LLC and PNOC Exploration Corporation (collectively “Gas Sellers”) for the supply of natural gas in connection with the operations of the San Lorenzo power plant. The GSPA, now on its fourth contract year, is for a total period of approximately 22 years.

Total cost of natural gas purchased amounted to $169.2 million and $106.4 million for the years ended December 31, 2005 and 2004, respectively.

The Gas Sellers are claiming Annual Deficiency payments amounting to approximately $55.0 million as of December 31, 2005 and 2004. Under the GSPA, FGP is obligated to consume (or pay for, if not consumed) a minimum quantity of gas for each Contract Year (which runs from December 26 of a particular year up to December 25 of the immediately succeeding year), called the “take-or-pay” quantity. Thus, if the take-or-pay-quantity is not consumed within a particular Contract Year, FGP incurs an “Annual Deficiency” for that Contract Year equivalent to the total volume of unused gas (i.e., the take-or-pay quantity less the actual quantity of gas consumed). FGP is required to make payments to the Gas Sellers for such Annual Deficiency after the end of the Contract Year. After paying for Annual Deficiency gas, FGP can “make-up” such Annual Deficiencies by consuming the unused-but-paid-for gas (without further charge) within 10 Contract Years after the Contract Year for which the Annual Deficiency was incurred, in the order that it arose. Gas Sellers’ claims for Annual Deficiency payments are for unconsumed gas volumes for Contract Years 2003 and 2004. FGP has yet to make any payments for such claims.

In addition, FGP paid certain fees to Gas Sellers, in lieu of incurring certain Annual Deficiency payment obligations for the first Contract Year (2002) as a result of the failure to commence commercial operations of the power plant at the Start Date (July 2, 2002) in accordance with the GSPA. These fees amounted to $9.8 million and have been booked as prepaid gas, net of adjustment, in the same manner as if the fees were paid for Annual Deficiencies incurred in Contract Year 2002.

A dispute has arisen with Gas Sellers under the GSPA relating to FGP’s position that Gas Sellers breached the terms of the “Most Favored Nation Clause” (MFN Clause) contained in the GSPA by failing to notify and offer certain pricing terms and conditions to FGP that Gas Sellers had previously offered to the National Power Corporation (NPC) in connection with NPC’s 1200 MW Ilijan power plant. Gas Sellers offered a deferred payment facility to NPC to finance the payment of NPC’s Annual Deficiency payment (take-or-pay) obligations under its GSPA with Gas Sellers for the Ilijan power plant. FGP has taken the position that Gas Sellers are obligated to offer FGP the same terms offered to NPC, which includes a deferred

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payment facility, consistent with the provisions of the “MFN Clause” in the GSPA. FGP is also claiming force majeure relief from the Annual Deficiency payments being claimed by Gas Sellers for Contract Years 2003 and 2004 due to FGP’s inability to consume natural gas at the base take-or-pay quantity level.

With respect to Contract Year 2002, FGP is of the view that it has fully complied with its obligations under the GSPA and, therefore, is not liable to Gas Sellers for any take-or-pay obligations in connection with Gas Sellers’ invoice amounting to approximately $13.0 million. In any case, it is FGP’s position that had Gas Sellers provided FGP a deferred payment facility, whatever Annual Deficiency payments that are deemed owed by FGP to Gas Sellers for Contract Years 2003 and 2004 would be deferrable under such deferred payment facility. Consequently, the Annual Deficiency payments claimed by Gas Sellers are the subject of a bona fide dispute between FGP and Gas Sellers.

If the dispute is resolved in the Gas Sellers’ favor, the amount deemed owed by FGP shall be paid in accordance with the procedures set forth in the GSPA. Under the Power Purchase Agreement (PPA) between FGP and Meralco, all fuel-related costs, including Annual Deficiency payments, are borne by Meralco and are billed on a pass-through basis, subject to true-up adjustments (if there are any).

Gas Sellers have also invoiced FGP for interest in connection with the disputed Annual Deficiency payments of approximately $4.8 million as of December 31, 2005 and $1.8 million as of December 31, 2004. Given that FGP is disputing the amounts being claimed by Gas Sellers, FGP believes that any interest, if FGP is found to actually owe any Annual Deficiency payments, should be computed using a lower interest rate applicable to disputed amounts as stipulated in the GSPA. Given FGP’s position that it is not liable for any take-or-pay obligations in connection with Gas Sellers’ invoice for Contract Year 2002 of approximately $13.0 million, FGP is of the position that it is not liable for any interest payments on the said amount. However, if FGP is deemed to owe the full $55.0 million amount claimed by Gas Sellers pertaining to the Contract Years 2003 and 2004 disputed gas take-or-pay obligations, the interest at the lower rate for bona fide disputes would amount to approximately $2.7 million and $0.45 million as of December 31, 2005 and 2004, respectively. Under the terms of the GSPA, such amounts that are the subject of a bona fide dispute and interest thereon would not be due for payment until the dispute is resolved.

On March 22, 2006, FGP executed a Settlement Agreement and a Payment Deferral Agreement (Settlement Documents) with Gas Sellers. The Settlement Documents resolve the outstanding issues with Gas Sellers discussed in the foregoing. The effectiveness of the Settlement Documents, however, is still subject to the satisfaction or waiver of certain conditions. FGP has 70 days from date of execution of the Settlement Documents to meet such conditions. Management believes that the satisfaction or waiver of certain conditions indicated in the Settlement Documents will be obtained within the 70-day period, thus, the recorded Annual Deficiencies as of December 31, 2004 amounting to $55.0 million has been reduced to $32.7 million to account for the effect of the negotiations with the Gas Sellers.

While FGP’s payment obligations under the GSPA and the Settlement Documents are ultimately passed-through to Meralco under the PPA, FGP nevertheless vigorously pursued its rights, particularly the MFN Clause under the GSPA. As a result, FGP successfully reduced the take-or-pay amount claimed by the Gas Sellers by $35.3 million. The take-or-pay amount has been negotiated down to $32.7 million from $68.0 million, and FGP obtained a Payment Deferral Agreement starting October 1, 2005. The pre-settlement interest due in connection with the disputed Annual Deficiency payments is lower than what the Gas Sellers have invoiced FGP, having been reduced from $4.3 million to $2.8 million as of December 31, 2005. With respect to gas taken above the 2005 take-or-pay level amounting to $3.8 million, such amount was credited on January 31, 2006 to the $32.7 million amount payable, further reducing the Annual Deficiencies to $28.9 million. Through the Payment Deferral Agreement,

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FGP will be paying for the remaining liabilities through fixed quarterly payments starting on October 1, 2005 with final maturity on December 26, 2009 at an interest rate of LIBOR plus margin. The Settlement Documents allow FGP to prepay all or part of the outstanding balance and to “make up” the volume of gas up to the extent of the principal repayments made under the Payment Deferral Agreement for a longer period of time instead of the 10 Contract Year recovery period allowed under the GSPA.

GSPA of FGPC. FGPC also has a GSPA with Gas Sellers, for the supply of natural gas in connection with the operations of the Santa Rita power plant. The GSPA, now in its 5th Contract Year, is for a total period of approximately 22 years.

Total cost of natural gas purchased amounted to $332.6 million and $236.5 million for the years ended December 31, 2005 and 2004, respectively.

Gas Sellers are claiming Annual Deficiency payments amounting to approximately $163.4 million as of December 31, 2005 and 2004. Under the GSPA, FGPC is obligated to consume (or pay for, if not consumed) a minimum quantity of gas for each Contract Year (which runs from December 26 of a particular year up to December 25 of the immediately succeeding year), called the “take-or-pay quantity”. Thus, if the take-or-pay quantity is not consumed within a particular Contract Year, FGPC incurs an “Annual Deficiency” for that Contract Year equivalent to the total volume of unused gas (i.e., the take-or-pay quantity less the actual quantity of gas consumed). FGPC is required to make payments to Gas Sellers for such Annual Deficiency after the end of the Contract Year. After paying for Annual Deficiency gas, FGPC can “make up” such Annual Deficiencies by consuming the unused-but-paid-for gas (without further charge) within 10 Contract Years after the Contract Year for which the Annual Deficiency was incurred, in the order that it arose. Gas Sellers’ claims for Annual Deficiency payments are for unconsumed gas volumes for Contract Years 2002, 2003 and 2004. FGPC has yet to make any payments for such claims.

A dispute has arisen with Gas Sellers under the GSPA relating to FGPC’s position that Gas Sellers breached the terms of the “MFN Clause” contained in the GSPA by failing to notify and offer certain pricing terms and conditions to FGPC that Gas Sellers had previously offered to NPC in connection with NPC’s 1200 MW Ilijan power plant. Gas Sellers offered a deferred payment facility to NPC to finance the payment of NPC’s Annual Deficiency payment (take-or-pay) obligations under its GSPA with Gas Sellers for the Ilijan power plant. FGPC has taken the position that Gas Sellers are obligated to offer FGPC the same terms offered to NPC which includes a deferred payment facility, consistent with the provisions of the “MFN Clause” in the GSPA. FGPC is also claiming force majeure relief from the Annual Deficiency payments being claimed by Gas Sellers for Contract Years 2002 to 2004 due to FGPC’s inability to consume natural gas at the base take-or-pay quantity level.

It is FGPC’s position that had Gas Sellers provided FGPC a deferred payment facility, whatever Annual Deficiency payments that are deemed owed by FGPC to Gas Sellers for Contract Years 2002 to 2004 would be deferrable under such deferred payment facility. Consequently, the Annual Deficiency payments claimed by Gas Sellers are the subject of a bona fide dispute between FGPC and Gas Sellers. If the dispute is resolved in Gas Sellers’ favor, the amount deemed owed by FGPC shall be paid in accordance with the procedures set forth in the GSPA. Under the PPA between FGPC and Meralco, all fuel-related costs, including Annual Deficiency payments, are borne by Meralco and are billed on a pass-through basis, subject to true-up adjustments (if there are any).

Gas Sellers have invoiced FGPC for interest in connection with the disputed Annual Deficiency payments of approximately $22.2 million as of December 31, 2005 and $9.7 million as of December 31, 2004. Given that FGPC is disputing the amounts being claimed by Gas Sellers, FGPC believes that any interest, if FGPC is found to actually owe any Annual Deficiency payments, should be computed using a lower interest rate applicable to disputed amounts as stipulated in the GSPA. If FGPC is deemed to owe the full $163.4 million amount claimed by Gas Sellers pertaining to the Contract Years 2002 to 2004 disputed take-or-pay

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obligations, the interest at the lower rate for bona fide disputes would amount to approximately $11.2 million and $4.2 million as of December 31, 2005 and 2004, respectively. Under the terms of the GSPA, such amounts that are the subject of a bona fide dispute and interest thereon would not be due for payment until the dispute is resolved. On March 22, 2006, FGPC executed a Settlement Agreement and a Payment Deferral Agreement (Settlement Documents) with Gas Sellers. The Settlement Documents resolve the outstanding issues with Gas Sellers discussed in the foregoing. The effectiveness of the Settlement Documents, however, is still subject to the satisfaction or waiver of certain conditions. FGPC has 70 days from date of execution of the Settlement Documents to meet such conditions. Management believes that the satisfaction or waiver of certain conditions indicated in the Settlement Documents will be obtained within the 70-day period, thus, the recorded Annual Deficiencies as of December 31, 2004 amounting to $163.4 million has been reduced to $115.3 million to account for the effect of the negotiation with the Gas Sellers.

While FGPC's payment obligations under the GSPA and the Settlement Documents are ultimately passed-through to Meralco under the PPA, FGPC nevertheless vigorously pursued its rights - particularly the MFN Clause under the GSPA. As a result, FGPC successfully reduced the take-or-pay amount claimed by the Gas Sellers by approximately $48.1 million. The take-or-pay amount has been negotiated down to $115.3 million from $163.4 million, and FGPC obtained a Payment Deferral Agreement starting October 1, 2005. The pre-settlement interest due in connection with the disputed Annual Deficiency payments is lower than what the Gas Sellers have invoiced FGPC, having been reduced from $16.4 million to $10.6 million as of December 31, 2005.

With respect to gas taken above the 2005 take-or-pay level amounting to $9.5 million, this was credited on January 31, 2006 to the $115.3 million amount payable, further reducing the Annual Deficiencies to $105.8 million. Through the Payment Deferral Agreement, FGPC will be paying for the remaining liabilities through quarterly payments with final maturity on December 26, 2009 at an interest rate of LIBOR plus margin. The Settlement Documents allow FGPC to prepay all or part of the outstanding balance and to “make-up” the volume of gas up to the extent of the principal repayments made under the Payment Deferral Agreement for a longer period of time instead of the 10 Contract Year recovery period allowed under the GSPA. The Annual Deficiencies, including accrued interest, are presented as part of “Current portion of obligations to the Gas Sellers’ and “Other noncurrent liabilities” accounts in the consolidated balance sheets, and the corresponding receivables from Meralco, including accrued interest, are presented as part of “Other current assets” and “Other noncurrent assets” accounts in the consolidated balance sheets. The details of Annual Deficiencies, including accrued interest, are as follows:

2005

2004 (As restated - see Note 2)

FGP: Balance at beginning of year $55,473 $19,704 Reversal of annual deficiency (22,283) – Interest 3,039 452 Annual deficiency for the year – 35,317 36,229 55,473

FGPC: Balance at beginning of year 167,579 117,586 Reversal of annual deficiency (48,165) – Interest 8,985 2,827 Annual deficiency for the year – 47,166 128,399 167,579 Total 164,628 223,052

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Less current portion (80,099) – $84,529 $223,052

D. OTHER MATTERS Action with Respect to Reports The following actions with respect to reports will be taken: a) Approval of the minutes of the annual meeting of stockholders held on August 17,

2005

The minutes of the annual meeting of stockholders held on August 17, 2005 will be presented for approval of the stockholders in the annual meeting. Such action on the part of the stockholders will not constitute approval or disapproval of the matters referred to in said minutes since stockholder approval and action on those items had already been obtained in those meetings.

During said meeting, the following significant matters were discussed/approved: (i) approval of the minutes of the meetings of stockholders held on April 26, 2004, February 24, 2005, and April 4, 2005; (ii) approval of the annual report of the Vice Chairman and Chief Executive Officer; (iii) approval of the audited financial statements of the Corporation for the period ended December 31, 2004; (iv) ratification of the acts of the board of directors, executive committee and management of the Corporation during and for the period covering year 2004 up to the date of the annual meeting held on August 17, 2005; (v) amendment of Article Seventh and Tenth of the articles of incorporation pursuant of the capital restructuring of the Corporation; (vi) amendment of the by-laws of the Corporation to (a) delete the transfer restrictions; (b) delete requirement of supermajority stockholder approval for certain corporate acts; (c) delete requirement of consultation with certain stockholders on certain matters; (d) procedure for giving of notice of stockholders’ meeting; (e) requirement of confirmation in writing by prepaid registered or certified air mail or courier service of the receipt of notice of stockholders’ meeting; (f) provide deadline for proxy submission and validation; (g) amend schedule of board meetings; (h) provide qualifications and disqualifications of directors; (i) allow mechanically- imprinted signature of the Corporate Secretary or Assistant Corporate Secretary on the stock certificates; (j) amend minimum vote required for amendment or repeal of by-laws; (vii) change in dividend policy; (viii) election of directors; and (ix) appointment of Sycip Gorres Velayo & Co. as external auditor. Copies of the minutes shall be posted at the meeting site, and will be available for review by the stockholders present in the annual meeting.

The affirmative vote of a majority of the votes cast on this matter is necessary for approval of the minutes.

b) Reports of the Chairman and Chief Executive Officer. c) Presentation and approval/ratification of the audited financial statements for the

calendar year ended December 31, 2005. Matters Not Required to be Submitted No action will be taken with respect to any matter which is not required to be submitted to a vote of security holders. Other Proposed Actions

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Actions will be taken to approve and ratify the acts of the board, executive committee and management of the Corporation from and including the last date of the annual stockholders meeting held on August 17, 2005 and up to the date of the meeting. The affirmative vote of a majority of the votes cast on this matter is necessary for the ratification of all acts of the board, executive committee and management of the Corporation for the aforesaid period. These acts are reflected in the minutes of the meetings of the board of directors. These acts include, among others: (i) amendments to the articles of incorporation and by-laws discussed above; (ii) execution of steps in the capital restructuring agreement entered into by the Corporation and its stockholders; (iii) opening of bank accounts; (iv) change in bank signatories; (v) change of corporate seal; (vi) application for and availment of e-filing and e-payment with the Bureau of Internal Revenue; (vii) incorporation of new subsidiaries; (viii) resignation of a member of the board of directors; (ix) election of Vice President / Investor Relations Officer. Voting Procedures a) The vote required for each of the items which will be proposed for approval/election

by the stockholders are as follows:

(1) With respect to the election of directors, the two nominees for independent directors who get the highest number of votes shall be declared elected directors of the Corporation. For non-independent directors, seven of the nominees who receive the highest number of votes shall be declared elected directors of the Corporation.

(2) All other matters presented for approval of the stockholders require the

affirmative vote of the stockholders representing a majority of the outstanding capital stock of the Corporation entitled to vote.

b) The manner of voting is non-cumulative, except as to the election of directors. On

the election of directors, each stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate such shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit; provided, that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the whole number of directors to be elected. Unless required by law or demanded by a stockholder present or represented at the meeting and entitled to vote thereat, voting need not be by ballot. Votes shall be counted under the supervision and control of the Corporate Secretary or Assistant Corporate Secretary.

Undertaking to Provide Annual Report The Corporation undertakes to provide each stockholder a copy of its Annual Report on SEC Form 17-A, once the report is filed with the SEC, upon written request to the Corporation addressed to:

MR. VICTOR B. SANTOS, JR. Vice President and Compliance Officer First Gen Corporation 3rd Floor, Benpres Building Exchange Road corner Meralco Avenue Pasig City, Philippines 1600

SIGNATURES

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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 the City of Pasig, Philippines on April 25, 2006.

FIRST GEN CORPORATION

By:

(originally signed) RACHEL R. HERNANDEZ Asst. Corporate Secretary