SECURITIES Aful.. ep.CHANGE COMFtqIS$ tQ f.J ® AboitizPower Aboitiz Power Corporation e30,000,000,000 Debt Securities Program Third Tranche e7,000,000,000 with an Oversubscription Option ofuptoe5,000,000,000 Series D: 5.2757% p.a. Fixed Rate Bonds Due 2026 Offer Price: 100%of FaceValue to belisted andtraded on the PhilippineDealing & ExchangeCorp. Joint Issue Managers for the Third Tranche F I RST lld EURO © INVESTMENT CORPORATION Capital & Investment 'W metrobank Group Cot'poration Joint Lead Underwriters for the Third Tranche: JSBCAPInl A$A;i-kq dS£Mq ia+ Capital & Investment @!=.n=.U.=;:.:.: 69cHHZ 61PNBCaDia! Corporation The date of this Final Prospectus is September 27, 2019 THE SECURITIESAND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATIONTO THE CONTRARYIS A CRIMINALOFFENSE AND SHOULDBE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION. s URiSfly11DexcnANce @ AboitizPower IA corporation duly organized and existing under Philippine laws) ABOITIZ POWER CORPORATION 32'd STREET,BONIFAC10 GLOBAL CITY 1634 TAGUIG CI'W, METRO MANILA, PHILIPPINES TELEPHONENUMBER:(632) 886-2800 This Final Prospectus relates to the takedown of the third tranche of the Philippine peso-denominated fixed- rate bonds (the "Third Tranche Bonds") and the public offer for sale, distribution, and issuance by Aboitiz Power Corporation ("AboitizPower", the "Issuer", or the "Company") of the Third Tranche Bonds (the "Offer") '+ under the Company's P30,000,000,000 Debt Securities Program (the "Debt Securities Program"). The Debt Securities Program was authorized by a resolution of the Board of Directors of the Company dated 23 March 2017. A registration statement was filed by the Company covering bonds with an aggregate principalamount of e30,000,000,000applied for shelf registration (the "Bonds") and was rendered effective by the Securities and ExchangeCommission ("SEC") by its order dated 19 June 2017 jthe "Shelf Registration"). A permit to offer the first tranche of the Bonds with an aggregate principal amount of P3,000,000,000 (the "Series A Bonds") was issued on 19 June 2017 by the SEC(the "Initial Offer"). The Series A Bonds issued on 3 July 2017 and the Initial Offer were covered by a Prospectus and Offer Supplement dated 16 June 2017. A permit to sell the second tranche of the Bonds with an aggregate principal amount of P10,200,000,000 jthe "Series B and C Bonds") was issued on October 11, 2018 by the SEC.The Series "B" bonds has an interest rate of 7.5095% per annum, maturing in 2024, while Series "C" bonds has an interest rate of 8.5091% per annum, maturing in 2028. The Series B and Series C Bonds issued on October 25, 2018 were covered by a Prospectus dated August The Offer will consist of the primary offer of an aggregate principal amount of P7,000,000,000 with an oversubscription option of up to 95,000,000,000 (the "Oversubscription Option"). In case the Oversubscription Option is partly exercisedor not exercised at allduring the Offer Period(as defined below), the Third Tranche Bonds under Oversubscription Option that will not be taken up or exercisedduring the Offer Period will remain under shelf registration and may be issuedin tranches within three years from the date of the effectivity of the registration statement jthe "Shelf Period"). The Third Tranche Bonds willbe issued on October 14, 2019(the "Issue Date") and willbe comprised of Series D Bonds. Series D Bonds shall have a term ending seven (7) years from the Issue Date, or on October 14, 2026. with a fixed interest rate of 5.2757%per annum and an optional redemption five (5) years and (1) quarter from the Issue Date, and six l6) years from the Issue Date, and if such date is not a BankingDay, on the immediately succeeding Banking Day if such date is not a Banking Day(the "Series D Bonds"). Interest on the Third Tranche Bonds shall be payable quarterly in arrears on January 14, April 14, July 14, and October 14 of each year while the Third Tranche Bonds are outstanding, or the subsequent Banking Day without adjustment if such Interest Payment Date is not a Banking Day. The last Interest Payment Date shall fall on the relevant Maturity Date while the Third TrancheBonds are outstanding (see "Description of the Offer" - interest" on page60 ofthis Prospectus). The Third Tranche Bonds shall be redeemed at par(or 100% of the face value) on the Maturity Date, unless the Company exercises its early redemption option (see "Description of the Offer" - "Redempt/or7 arid Purchase on page 61 ofthis Prospectus). Upon issuance, the Third Tranche Bonds shall when issued, constitute direct, unconditional. unsecured and unsubordinated Philippine Peso denominated obligations of the Issuer and shall rank Raff passe and ratably without any preference or priority amongst themselves and at least par/ passe in priority of payment with all other present and future unsecured and unsubordinated obligations of the Issuer, other than (i) obligations 2 preferred by the law, (ii) any obligation incurred by the Issuer pursuant to Section 5.02 (a) of the Trust Agreement or as may be allowed by the Trust Agreement, and (iii) other Indebtedness (as defined herein) or obligations disclosed by the Issuer to the Trustee as of Issue Date. The Third Tranche Bonds shall effectively be subordinated in right of payment to, among others, all of AboitizPower’s secured debts to the extent of the value of the assets securing such debt and all of its debt that is evidenced by a public instrument under Article 2244(14) of the Civil Code of the Philippines, unless the Issuer procures a waiver of the preference created by such notarization or equally and ratably extend such preference to the Third Tranche Bonds. (see “Description of the Offer” – “Ranking” on page 60 of this Prospectus). The Third Tranche Bonds have been rated PRS Aaa, with a Stable outlook by PhilRatings on August 30, 2019. Obligations rated PRS Aaa are of the highest quality with minimal credit risk. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong. PRS Aaa is the highest rating assigned by PhilRatings. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. The Third Tranche Bonds are offered to the public at face value through the Joint Lead Underwriters named in this Prospectus with the Philippine Depository & Trust Corp. (PDTC) as the Registrar of the Third Tranche Bonds. The Third Tranche Bonds shall be issued in scripless form in minimum denominations of P50,000 each, and in integral multiples of P10,000 thereafter. The Third Tranche Bonds shall be traded in denominations of P10,000 in the secondary market. AboitizPower intends to cause the listing of the Third Tranche Bonds on a securities exchange licensed with the SEC and has initiated discussions with the Philippine Dealing & Exchange Corporation (PDEx) for this purpose. However, there can be no assurance that such a listing will actually be achieved either before or after the Issue Date or whether such a listing will materially affect the liquidity of the Third Tranche Bonds on the secondary market. Such listing would be subject to the Company’s execution of a listing agreement with PDEx that may require the Company to make certain disclosures, undertakings and payments on an ongoing basis. AboitizPower expects to raise gross proceeds of P7,000,000,000 from the primary offer, and up to P5,000,000,000 if the Oversubscription Option is fully exercised. The net proceeds from the Offer is estimated to be P6,911,971,750 from the primary offer of P7,000,000,000 or P11,855,053,000 for an issue size of P12,000,000,000, after fees, commissions, and expenses. Proceeds of the Offer shall be used for repayment of its short-term loan obligations, which are discussed further in the section entitled “Use of Proceeds” on page 49 of this Prospectus. The Joint Issue Managers and Joint Lead Underwriters shall receive an aggregate fee of up to 0.3375% inclusive of GRT on the final aggregate nominal principal amount of the Third Tranche Bonds issued, which is inclusive of underwriting fees and selling commissions to be paid. However, there can be no assurance in respect of: (i) whether AboitizPower would issue the remaining amount of the Bonds at all; (ii) the size or timing of any individual issuance or the total issuance of such Bonds; or (iii) the specific terms and conditions of any such issuance. Any decision by AboitizPower to offer such Bonds will depend on a number of factors at the relevant time, many of which are not within AboitizPower’s control, including but not limited to: prevailing interest rates, the financing requirements of AboitizPower’s business and prospects, market liquidity and the state of the domestic capital market, and the Philippine, regional and global economies in general. AboitizPower confirms that this Prospectus contains all material information relating to the Company, its affiliates and subsidiaries, as well as all material information on the issue and offering of and the Third Tranche Bonds as may be required by the applicable laws of the Republic of the Philippines. No facts have been omitted that would make any statement in this Prospectus misleading in any material respect. AboitizPower confirms that it has made all reasonable inquiries with respect to any information, data and analysis provided to it by its advisors and consultants or which is otherwise publicly available for inclusion into this Prospectus. AboitizPower, however, has not independently verified any or all such publicly available information, data or analysis.