SHAREHOLDERS RESOLUTION APPROVING DISSOLUTION OF ABC CORPORATION

Whereas, the Board of Directors deems it advisable to dissolve this corporation, and by its Resolution of January 2, 2013, has called this meeting of the stoc holders to ta e action on the matter!

Whereas, after considering the statements and reports of the officers of this corporation and the present condition of its affairs, it appears to be for the best interests of the stoc holders that this corporation be dissolved and its affairs "ound up according to la"!

#nd, Whereas, this corporation has no outstanding obligations, and its dissolution "ill not pre$udice the rights of third persons!

%o", &herefore, Be it Resolved, as it is hereby resolved, that this corporation be dissolved pursuant to 'ection 11( of the )orporation )ode! that a certificate of dissolution, duly certified to by a ma$ority of the Board of Directors and the 'ecretary, be filed "ith the 'ecurities and *+change )ommission,

DIRECTORS CERTIFICATE -%.W #// 0*% B1 &2*'* 3R*'*%&'4 W*, constituting the ma$ority of the members of the Board of Directors of ABC CORPORATION, a corporation duly organi5ed and e+isting under and by virtue of 3hilippine la"s, "ith principal offices at 31'& 6loor, R)B) &o"er 77, #yala #venue, 0a ati, do hereby certify4 &hat a 'pecial 0eeting of the Board of Directors of the )orporation "as duly called and held at its principal office on January 2, 2013, at "hich a 8uorum "as present and acted throughout! &hat, at said meeting and on motion duly made and seconded, a Board Resolution "as approved by a ma$ority of the Board of Directors as follo"s4

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<B* 7& R*'./=*D that, as it is hereby resolved, that the )orporation be dissolved and its affairs "ound up, and for that purpose, a special meeting of the stoc holders be held on the 20 th of 6ebruary, 2013 at (400

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am, at the office of the corporation at 31 '& 6loor, R)B) &o"er 77, #yala #venue, 0a ati, 3hilippines! to ta e action on this resolution! and the 'ecretary is hereby ordered to give due notice of said meeting,> &hat pursuant to the aforementioned Board Resolution, a 'pecial 0eeting of the 'toc holders of the )orporation "as duly called and held at its principal office on January 20, 2013, at "hich a 8uorum "as present and acted throughout! &hat at said meeting, and on motion duly made and seconded, the Board Resolution "as adopted by stoc holders o"ning at least 2?3 of the outstanding capital stoc s of the corporation as follo"s4 <%o", &herefore, Be it Resolved, as it is hereby resolved, that this corporation be dissolved pursuant to 'ection 11( of the )orporation )ode! that a certificate of dissolution, duly certified to by a ma$ority of the Board of Directors and the 'ecretary, be filed "ith the 'ecurities and *+change )ommission,> &hat, the foregoing resolution has not been amended, revo ed or superceded, and remains in full force and effect, 7% W7&%*'' W2*R*.6, "e have hereunto set our hands on this 22nd day of 6ebruary 2013 at 0a ati )ity, Samuel Pascual 3resident #ttested &o4 Ma!c Fe!"a"#e$ )orporate 'ecretary Piolo Milb Director

'@B')R7B*D #%D 'W.R% to before me this 22 nd day of 6ebruary 2013 at 0a ati )ity by the above;named persons "ho e+hibited to me their passports as follo"s4

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Name Place 'amuel 3ascual 0anila 3iolo 0ilby 0arc 6ernande5

Pass%o!& No' =;2A3AA =R;C3D:2 ';3ACACA

Da&e

6ebruary 1, 200B 6ebruary 1, 200B 0anila 0arch 2B, 200C 0anila

Ma!ia Ma(ili") No&a! Public *o! Ma(a&i Ci& @ntil December 31, 2013 Roll %umber4 BA:(DCB 7B3 %umber4 BBCC::, 0a ati )ity, Dec 31, 2013 3&R %umber4 AABBCC, 0a ati )ity, Dec 31, 2013

Doc %o4 123C 3age %o4 D(: Boo %o4 :A2( Series of 2013

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