Extra Judicial Settlement of Estate

KNOW ALL MEN BY THESE PRESENTS:

THIS EXTRA JUDICIAL SETTLEMENT OF STATE made and entered into by:

JAN CAYETANO of legal age, Filipino, single and with residence address at
No. 1125 Golden Street, Forbes Park, Makati City;

GERARD CAYETANO, of legal age, Filipino, single and with residence address
at No. 1125 Golden Street, Forbes Park, Makati City;

DECLARE AND MANIFEST THAT:

1. The above name are the heirs of the late, STEPHEN CAYETANO. (“the
decedent”), who died on April 21, 2018 at Forbes Park, Makati City, which was
the place of his residence at the time of his death.

2. Decedent left two properties a 240 sqm. house and lot in Forbes Park, Makati
City and a one (1) hectare lot in Nasugbu, Batangas.

3. The decedent died without any debts and without any wills, and the only
surviving heirs are above- mentioned Jan Cayetano and Gerard Cayetano,
adjudicating the properties between them as follows:

-To Jan Cayetano, the 240 sqm. House and lot in Forbes Park, Makati
City.

- To Gerard Cayetano, the one (1) hectare lot in Nasugbu, Batangas.

4. Pursuant to Sec. 1, Rule 74 of the Revised Rules of Court of the Philippines, the
heirs of being legal age and the minors being represented by their legal
guardian, the parties have agreed to divide and adjudicate equally among
themselves, the real and personal properties belonging to the state of the
decedent.

5. The heirs hereby affirm that they have executed this instrument voluntarily
and freely and without force, intimidation or violence upon their person, that
they have hereby received their just and proper share, and that they have no
claim or demand against each other.
 IN WITNESS WHEREOF, we hereunto set over hand this 01 of September 2018 at
Makati City.

_______________ ____________
Jan Cayetano Gerard Cayetano

ACKNOWLEDGEMENT

BEFORE ME, this 01 of September 2018, personally appeared:

Name Gov’t Issued ID Date/Place Issued

Jan Cayetano TIN ID No. 252645 March 2017

Gerard Cayetano TIN ID No. 252650 March 2017

And that they executed the foregoing extrajudicial settlement of estate for the
purpose stated therein and acknowledged to me that the same is their free and
voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and place first above.

Doc. No. 2

Page No. 3

Book. No. 4 NOTARY PUBLIC

Series of 2018
 SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY ALL THESE PRESENTS:

I, Gerard Cayetano, of legal age, with residence at Forbes Park, Makati City do hereby
APPOINT my brother JAN CAYETANO, single, likewise of legal age, same address, as
my true and legal representative to act for and in my name and perform the
following acts in favor in my behalf .

1. The authority showed that my brother Jan Cayetano have full authority to
execute in any form of Extra Judicial Settlement of estate such as provide copy
of TCT related to my heirs property and other paying legal expenses of taxes
and transferred of ownership title of said property.
2. I hereby grant him as my representative to act in my behalf effective in signing
of their instrument, immediately.

IN WITNESS WHEREOF, I HAVE HEREUNTO SET OUR HANDS THIS 01 September 2018,
at Makati City.

GERARD CAYETANO

GRANTOR

REPUBLIC OF THE PHILIPPINES)

MAKATI CITY---------------------)S.S.

BEFORE ME, personally appeared

Name TCT Number Date/Place Issued

JAN CAYETANO

GERARD CAYETANO

Known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary act
and deed.

WITNESS MY HAND AND SEAL, on the 2OTH OF November 2018 at Makati City.
Doc. No. 5

Page No. 6 Atty. Andres Bonifacio

Book. No. 7 NOTARY PUBLIC

Series of 2018
 Revocation of Special Power of Attorney

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, I, GERARD CAYETANO, of legal age, Filipino, single, and a resident

of No. 1125 Golden Street, Forbes Park, Makati City, by a certain public instrument
made and executed in Makati City on November 20, 2018 before Notary Public
Andres Bonifacio of Makati City and registered as Document No. 5; Page No. 6; Book
No. 7; Series of 2018 in his notarial register, did name, constitute and appoint my
brother JAN CAYETANO, same address, as my true and lawful ATTORNEY-IN-FACT for
the purpose and with powers mentioned in said instrument;

WHEREAS, the said public instrument or power of attorney was never

registered with the register of deeds for the province of Batangas;

NOW, THEREFORE, , I GERARD CAYETANO, by virtue of these presents hereby

REVOKE, ANNUL and TERMINATE the said power of attorney and all powers and
authority therein or thereby given or granted or intended to be given or granted to
said JAN CAYETANO;

FURTHER, I GERARD CAYETANO hereby revoke all special powers of attorney

that I may have executed before the date of this deed with respect to my property
registered under Transfer Certificate of Title No. 123456 of the Register of Deeds for
the province of Batangas.

GERARD CAYETANO

Principal

Signed in the presence of

Cecille A Cecille B

Witness Witness

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

MAKATI CITY---------------------)S.S.
BEFORE ME, personally appeared

Name TCT Number Date/Place Issued

JAN CAYETANO

GERARD CAYETANO

Known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary act
and deed.

WITNESS MY HAND AND SEAL, on the 2OTH OF November 2018 at Makati City.

Doc. No. 5

Page No. 6 Atty. Andres Bonifacio

Book. No. 7 NOTARY PUBLIC

Series of 2018
 Board Resolution

JSGC Incorporated

The following resolution was passed at a meeting of the Board of Directors of JSGC
Incorporated hereinafter referred to as the JSGC Company on the 5 th of May 2019

It was resolved that:

Mr. JAN CAYETANO, of legal age a resident of Forbes park, Makati City, hereby
authorized the purchase of the said lot for Php 120,000,000.00, as evidenced by a
board resolution for and on behalf of the JSGC Company and also be authorized to
sign, initial, accept or execute all document in connection with the transaction.

Mr. JAN CAYETANO - ID No. 0015321 Lucio Ong –ID No. 01545

PRESIDENT DIRECTOR

CERTIFIED TRUE COPY:

Ben Ang

Name and signature of Director or Secretary

 SECRETARY’S CERTIFICATE

I, Maria Ang as the Corporate Secretary of JSGC Corporation a corporation duly incorporated
under the laws of the Philippines, with address at Forbes Park, Makati City after having duly sworn in
accordance with law, hereby certify that in a Special Meeting of the Board of Directors dated May 20,
2019 after a motion duly made and seconded, the Board has unanimously approved.

“Resolved, Mr. JAN CAYETANO, of legal age a resident of Forbes park, Makati City, hereby
authorized the purchase of the said lot for Php 120,000,000.00, as evidenced by a board resolution for
and on behalf of the JSGC Company and also be authorized to sign, initial, accept or execute all
document in connection with the transaction.

Maria Ang

IN WITNESS WHEREOF, I hereunto affix my signature this May 22, 2019 at Makati City City.

Maria Ang

SUBSCRIBED AND SWORN to before me this May 22, 2019 at Makati City.

affiant exhibiting to me her Community Tax Certificate No. 56789 issued at Makati City , May 22, 2019 .

Doc. No. ____10___

Page No. __11____ Atty. Allan Basces

Book No. __12____ NOTARY PUBLIC

Series of ___2019____
 ARTICLES OF INCORPORATION
JSGC Incoporated

Know All Men By These Presents:

That undersigned incorporators, all of legal age and residents of the Philippines, have
this day voluntarily agreed to form a stock corporation under the laws of the
Republic of the Philippines.

THAT WE HEREBYCERTIFY:
 

FIRST. The name of said corporation shall be

TOP FRONTIERINVESTMENTHOLDINGS,INC.

SECOND. A. That the primary purpose of this corporation is

 
PRIMARY PURPOSE

To acquire by purchase, exchange, assignment or otherwise, and to sell, assign,

transfer, exchange, lease, let, develop, mortgage, pledge, deal in and with and
otherwise operate, enjoy and dispose of, all properties of every kind and description
and wherever situated and to the extent permitted by law, including but not limited
to real estate, whether improved or unimproved, and any interest or right therein, as
well as buildings, tenements, warehouses, factories, edifices and structures and
other improvements, and shares of capital stock or other securities or obligations,
created, negotiated or issued by any corporation, association or other entity, and
while the owner, holder or possessor thereof, to exercise all the rights, powers and
privileges of ownership or any other interest therein, including the right to receive,
collect and dispose of, any and all rentals, dividends, interests and income derived
therefrom, and the right to vote on any proprietary or other interest on any shares of
the capital stock, and other securities, having voting power, so owned or held;
provided that the corporation shall not engage in the business of an investment
company as defined in the Investment Company Act (R.A. 2629), as amended,
without first complying with the applicable provisions of the said statute.
 
SECONDARY PURPOSES

B. That the corporation shall have all the express powers of a corporation as
provided for under Section 36 of the Corporation Code of the Philippines.

THIRD. That the place where the principal office of the corporation is to be

established is at:
 5th Floor, ENZO Building
No. 399 Sen. Gil]. Puyat Ave., Makati City

FOURTH. That the term for which the corporation is to exist is fifty (50) years from
and after the date of issuance of the certificate of incorporation.

FIFTH. The names, nationalities and residences of the incorporators are as follows:

Name Nationality Residence

Inigo U. Zobel Filipino 6 Banaba St., South Forbes, Makati City

# 15-02 Sovereign, 99 Meyer Road, Singapore

Bryan U. Villanueva Filipino
437920

Joselito D. Campos, Jr. Filipino 9 Banaba Circle, Forbes Park, Makati City

Consuelo Eden P. 16-C Mahiyain St., Teacher's Village West, Quezon

Filipino
Lagao City

104 Havana Street, Pasig Greenpark Village Pasig

RhogelS. G-andingco Filipino
City

SIXTH. That the number of directors of the corporation shall be seven (7), and that
the names, nationalities and residences of the first directors who are to serve until
their successors are elected and qualified as provided by the by-laws are as follows.
(As amended l?J the Board ef Directors and the Stockholders at their respective
meetings both held on 16 July 2013)

Name Nationality Residence

Inigo U. Zobel Filipino 6 Banaba St., South Forbes, Makati City

# 15-02 Sovereign, 99 Meyer Road, Singapore

Bryan U. Villanueva Filipino
437920

Joselito D. Campos, Jr. Filipino 9 Banaba Circle, Forbes Park, Makati City

Consuelo Eden P. 16-C Mahiyain St., Teacher's Village West, Quezon

Filipino
Lagao City

104 Havana Street, Pasig Greenpark Village Pasig

RhogelS. G-andingco Filipino
City

SEVENTH. That the authorized capital stock of the corporation is ONE BILLION PESOS
(Pl,000,000,000.00), in lawful money of the Philippines, divided into Seven Hundred
Forty Million (740,000,-000)-common snares with par value of One Peso (Pt.00) per
common share and Two Million Six Hundred Thousand (2,600,000) preferred shares,
with par value of One Hundred Pesos (Pl00.00) per preferred share. (.As amended l?J
the Board of Directors and the Stockholders at their respective meetings both held
on 16 ]uly 2013)

A.           Features of the Preferred Shares

The preferred shares shall have the following terms and features:
1.The preferred shares shall bear preferential dividends at the fixed per annum
rate of three percent (3%) of the issue price of the preferred shares. No
dividend shall be paid or declared and set apart for payment, or other
distribution made in respect of the common shares unless cash dividends
shall have been declared and paid in full to all holders of the preferred
shares.
2.The preferential dividends declared shall be payable quarterly in arrears and
in cash. The dividends on the preferred shares shall be cumulative from and
after the issue date of the preferred shares, whether or not in any period
the amount thereof is covered by available unrestricted retained earnings.
3.In addition to the preferential dividends, the holders of the preferred shares
shall be entitled to participate and share in the retained earnings remaining
after payment of the preferential dividends, at the same rate as the
common shares.
4.The preferred shares are redeemable in whole or in part, at the sole option
of the Corporation equal to its issue price plus any accrued and unpaid
preferential dividends, upon notice to the holders of the preferred shares.
The preferred shares so redeemed by the Corporation shall not be
considered retired and may be reclassified and re-issued by the
Corporation.
5.In the event of liquidation, dissolution, bankruptcy, or winding up of the
affairs of the Corporation, the holders of the preferred shares shall be
entitled to be paid in full or ratably to the extent that the remaining assets
of the Corporation will permit, an amount equivalent to all accumulated
and unpaid preferential dividends up to the then current dividend period
before any amount may be paid or asset distributed to the holders of
common shares. Thereafter, the holders of the preferred shares shall be
entitled to participate and share with the holders of the common shares in
the distribution of the remaining assets of the Corporation.
6.The holders of preferred shares shall not be entitled to vote except in those
cases expressly provided by law.

B.           Denial of Pre-emptive Right

There shall be no-pre-emptive rights with respect to: (i) shares of stock to be issued,
sold or otherwise disposed of by the Corporation; (ii) the issuance of any class of
shares in payment of a previously contracted debt or equity-linked debt, or shares
issued in exchange for property needed for corporate purposes; (iii) the issuance of
shares out of unissued capital stock or from any increase in the authorized capital
stock of the corporation; (iv) re-issuance or disposition of treasury shares; and (v)
any other issuance or disposition of the shares of the Corporation.

(As amended by the Board of Directors and the Stockholders at their respective
meetings both held on 4 January 2010, and further amended on 16 July 2013')

EIGHTH. That at least 25% of the authorized capital stock has been subscribed and at
least 25% of the total subscription has been paid as follows:

Amount
Name Citizenship Subscribed Amount Paid
Subscribed

lfiigo U. Zobel Filipino 998,000 P99,800,000.00 P24,950,000.00

Joselito D. Campos,Jr Filipino 998,000 99,800,000.00 24,950,000.00

Master Year Limited Cayman 498,000 49,800,000.00 12,450,000.00

Bryan U. Villanueva Filipino 2,000 200,000.00 50,000.00

Consuelo Eden P.
Filipino 2,000 200,000.00 50,000.00
Lagao

Rhogel S. Gandingco Filipino 2,000 200,000.00 50,000.00

TOTAL   2,500,000 250,000,000.00 62,500,000.00

NINTH. No transfer of stock or interest which would reduce the stock ownership of
Filipino citizens to less than the required percentage of the capital stock as provided
by existing laws shall be allowed or permitted to be recorded in the proper books of
corporation and this restriction shall be indicated in the stock certificates issued by
the corporation.
 

In connection with the corporation's initial listing by way of introduction on the

Philippine Stock Exchange ("PSE") of the corporation's 490.196,200 common shares
(the "Subject Shares"), the corporation . shall comply with the following lock-up
requirements prescribed by the rules and regulations of the PSE, subject to any
waiver or exemption that may be granted by the PSE in respect of such lock-up
requirements.
 (a)     The corporation shall cause its existing stockholders who own an
equivalent of at least ten percent (10%)of the issued and outstanding shares of stock
of the corporation refrain from selling, assigning or in any manner disposing of their
shares for a period of!

i. one hundred eighty (180)days after the listing of the Subject Shares if
the corporation the track record requirements in Article III Part D Section1 of
the PSE Revised Listing Rules; or
ii. three hundred sixty-five(365)days after listing of the Subject Shares if
the corporation is exempt from the track record and operating history
requirements of the PSE Revised Listing Rules.

(b)         If there is any issuance or transfer of shares (i.e., private placements,

asset for shares swap or a similar transaction) or instruments which lead to issuance
of shares (i.e., convertible bonds, warrants or a similar instrument) done and fully
paid for within one hundred eighty (180)days prior to the listing date, and the
transaction price is lower than the listing price, all shares availed of shall be subject
to a lock-up period of at least three hundred sixty five (365) days from full payment
of the aforesaid shares. (As amended by the Board of Directors and the Stockholders
at their respective meetings both held on 17 October 2013)

TENTH. That RHOGEL S. GANDINGCO has been elected by the subscribers as

Treasurer of the corporation to act as such until her successor is duly elected and
qualified in accordance with the by-laws; and that, as such Treasurer, he has been
authorized to receive for and in the name and for the benefit of the corporation, all
subscriptions paid in by the subscribers.

ELEVENTH. That the corporation manifests its willingness to change its corporate

name in the event another person, firm or entity has acquired a prior right to use the
said firm name or one deceptively or confusingly similar to it.

IN WITNESS WHEREOF, the parties hereto have signed these presents this 10th day
of March 2008 at Makati City, Philippines.

(SGD.) INIGO U. ZOBEL (SGD.) BRYAN U. VILLANUEVA

TIN # 106-226- 775 TIN # 108- 774-892

(SGD.) JOSELITO D.
(SGD.) CONSUELO EDEN P. LAGAO
CAMPOS,JR.
TIN # 907 - 778-624
TIN# 128-427-340

(SGD.) RHOGEL S. GANDINGCO

TIN# 126-812-085

SIGNED IN THE PRESENCE OF:

(SGD.)(SGD.)
 
 AMENDED BY-LAWS OF
 
TOP FRONTIER INVESTMENT HOLDINGS,INC.
 
 ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

Section 1. Subscriptions - Subscribers of the capital stock of the corporation shall pay
the value of the stock in accordance with the terms and conditions prescribed by the
Board of Directors. Unpaid subscriptions shall not earn interest unless determined by
the Board of Directors.

Section 2. Certificate- The stockholder shall be entitled to one or more certificates

for fully paid stock subscription in his name in the books of the corporation. The
certificates shall contain the matters required by law and the Articles of
Incorporation. They shall be in such form and design as may be determined by the
Board of Directors and numbered consecutively. The certificate shall be signed by the
President, countersigned by the Secretary or Assistant Secretary, and sealed with the
corporate seal.

Section 3. Transfer of Shares - Subject to the restrictions, terms and conditions

contained in the Articles of Incorporation, shares may be transferred, sold, assigned
or pledged by delivery of the certificates duly indorsed by the stockholder, his
attorney-in-fact, or other legally authorized person. The transfer shall be valid and
binding on the corporation only upon record thereof in the books of the corporation.
The Secretary shall cancel the stock certificates and issue new certificates to the
transferee.

No shares of stock against which the corporation holds unpaid shall be transferable
in the books of the corporation.

All certificates surrendered for transfer shall be stamped'Cancelled' on the face

thereof, together with the date of cancellation, and attached to the corresponding
stub with the certificate book.

Section 4. Lost Certificates-In case any stock certificate is lost, stolen or destroyed, a
new certificate may be issued in lieu thereof in accordance with the procedure
prescribed under Section 73 of the Corporation Code.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. Annual/ Regular Meetings-The annual/regular meetings of stockholders

shall be held every July 9 of each year, if it falls on Saturday, Sunday or a legal
holiday, then on the day following. (As amended by the Board of Directors and the
Stockholders at their respective meetings both held on 16 July 2013)

Section 2. . Special Meeting-The special meetings of stockholders, for any purpose or
purposes, may at any time be called by any of the following: (a) Board of Directors, at
its own instance, (b) at the written request of stockholders representing a majority of
the outstanding capital stock, or (b) the President of the corporation.
Section 3. Place of Meeting-Stockholders meetings, whether regular or special shall
be held in the principal office of the corporation or at any place designated by the
Board of Directors in the city or municipality where the principal office of the
corporation is located or at any place in Metro Manila and at such hour as specified
in the notice. (As amended by the Board of Directors and the Stockholders at their
respective meetings both held on 16 July 2013)

Section 4.Notice of Meeting-Notices for regular or special meetings of stockholders

may be sent by the Secretary by personal delivery or by mail at least two (2) weeks
prior to the date of the meeting to each stockholder of record at his last known
address. The notice shall state the place, date and hour of the meeting, and the
purpose or purposes for which the meeting is called.

When the meeting of stockholders is adjourned to another time or place, it shall not
be necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken. At the reconvened meeting, any business may be transacted
that might have been transacted on the original date of the meeting.

Section 5. Quorum - Unless otherwise provided by law, in all regular or special

meeting of stockholders, a majority outstanding capital stock must be present or
represented in order to constitute a quorum. If no quorum is constituted, the
meeting shall be adjourned until the requisite amount of stock shall be present.

Section 6. Conduct of Meeting-Meeting of the stockholders shall be presided over by

the President, or in his absence, by a chairman to be chosen by the stockholders. The
Secretary, shall act as Secretary of every meetings, but if not present, the chairman
of the meeting shall appoint a secretary of the meeting.

Section 7. Manner of Voting-At all meetings of stockholders, a stockholder may vote

in person or by proxy. Unless otherwise provided in the proxy, it shall be valid only
for the meeting at which is has been presented to the Secretary. All proxies must be
in the hands of the Secretary not later than ten (10) working days before the time
set for the meeting. Proxies filed with the Secretary may be revoked by the
stockholders either in an instrument in writing duly presented and recorded with the
Secretary, prior to a scheduled meeting or by their personal presence at the
meeting. (As amended by the Board of Directors and the Stockholders at their
respective meetings both held on 16 July 2013)

Section 8. Closing of Transfer Books or Fixing of Record Date-For the purpose of

determining the stockholders entitled to notice of, or to vote at, any meeting of
stockholders or any adjournment thereof or to receive payment of any dividend, the
Board of Directors may provided that the stock and transfer books be closed for ten
(10) working days immediately preceding such meeting.

ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers of the Board- Unless otherwise provided by law, the corporate
powers of the corporation shall be exercised, all business conducted and all property
of the corporation controlled and held by the Board of Directors to be elected by and
from among the stockholders. Without prejudice to such powers as may be granted
by law, the Board of Directors shall also have the following powers:
 

(a) From time to time, to make and change rules and regulations not
inconsistent with these by laws for the management of the corporation's
business and affairs;

(b To purchase, receive, take or otherwise acquire for and in the name of the
) corporation, any and all properties, rights or privileges, including securities
and bonds of other corporations, for such consideration and upon such
terms and conditions as the Board may deem proper or covenant;

(c) To invest the funds of the corporation on other corporations or for purposes
other than those for which the corporation was organized, subject to such
stockholders' approval as may be required by law;

(d To incur indebtedness as the Board may deem necessary, to issue evidence

) of indebtedness including and without limitation to notes, deeds of trust,
bonds, debentures, or securities, subject to such stockholders' approval as
may be required by law, and/ or pledge, mortgage, or otherwise encumber
all or part of the properties of the corporation;

(e) To establish pension, retirement, bonus, or other types of incentive or

compensation plans for the employees, including officers and directors of
the corporation;

(f) To prosecute, maintain, defend, compromise or abandon any lawsuit on

which the corporation or its officers is either plaintiff or defendant in
connection with the business of the corporation;

(g) To delegate, from time to time, any of the powers of the Board which may
be delegated the course of the current business of the corporation to any
standing or special committee or to any officer or agent and to appoint any
person to be agent of the corporation with such powers and upon such
terms as may be deemed fit;

(h To implement these by-laws and to act on any matter not covered by these
) by-laws, provided such matter does not require the approval or consent of
the stockholders under the Corporation Code.

Section 2. Composition, Qualifications, Election and Term - The Board of Directors

shall be elected during each regular meeting of stockholders and shall hold office for
one (1) year and until their successors are elected and qualified. All the directors
must possess the qualifications and none of the disqualifications prescribed by law,
rules or regulations, and these by-laws.

The Board of Directors shall be composed of seven (7) directors, two (2) of whom
shall be independent directors. For this purpose, an independent director shall mean
a person other than an officer or employee of the corporation, its parent or
subsidiaries, or any other individual having a relationship with the corporation, which
would interfere with the exercise of independent judgement in carrying out the
responsibilities of a director.

Any stockholder having at least one hundred (100) common shares registered in his
name may be elected director, provided, however, that no person shall qualify or be
eligible for nomination or election to the Board of Directors if he is engaged in any
business which competes with or is antagonistic to that of the corporation. Without
limiting the generality of the foregoing, a person shall be deemed to be so engaged:

(a) If he is an officer, manager or controlling person of, or the owner (either of

record or beneficially) of ten percent (10%) or more of any outstanding class
of shares of, any corporation (other than one in which the corporation owns
at least thirty percent (30%) of the capital stock) engaged in a business
which the Board, by at least three-fourths vote, determines to be
competitive or antagonistic to that of the corporation; or,

(b If he is an officer, manager or controlling person of, or the owner (either of

) record or beneficially) of ten percent (10%) or more of any outstanding class
of shares of, any other corporation or entity engaged in any line of business
of the corporation, when in the judgement of the Board, by at least three•
fourths vote, the laws · against combinations in restraint of trade shall be
violated by such person's membership in the Board of Directors; or,

(c) If the Board, in the exercise of its judgement in good faith, determine by at
least three-fourths vote that he is the nominee of any person set forth in (a)
or (b)

In determining whether or not a person is a controlling person, beneficial owner, . or

the nominee of another, the Board may take into account such factors as business
and family relationship.

For the proper implementation of this foregoing provisions, all nominations for the
election of directors by the stockholders · shall be submitted in writing to the Board
of Directors through the Corporate Secretary on or before Tune.10 or at such earlier
or later date that the Board of Directors may fix.

A director shall be qualified to hold office only. upon pledging the one hundred (100)
common shares registered in his name to the corporation to answer for his conduct.
The Board by majority vote of the members may remote or replace a director for just
causes or when he possesses the disqualifications prescribed by law, rules or
regulations.

A director may, at any time, submit his written resignation which shall be effective as
of the date of its acceptance by the Board of Directors.

(As amended l!J the Board ofDirectors and the Stockholders at their respective
meetings both held on 4 January 2010. and further amended on 16 July 2013)
 

Section 3. Vacancies/Removal of a Director - Any vacancy occurring in the Board of

Directors other than by removal by the stockholders or by expiration of term, may
be filled by the vote of at least a majority of the remaining directors, if still
constituting a quorum; otherwise, the vacancy must be· filled by the stockholders
at a regular 0r at any special meeting of stockholders called for the purpose. A
director so elected to fill a vacancy shall be elected only for the unexpired term of
his predecessor in office and until his successor is duly elected and qualified.

The vacancy resulting from the removal of a director by the stockholders in the
manner provided by law may be filled by election at the same meeting of
stockholders without

further notice, or at any regular or at any special meeting of stockholders called for
the purpose, after giving notice as prescribed in these by-laws.

(As amended l?J the Board if Directors and the Stockholders at their respective
meetings both held on 4 January 2010. and-further amended on 16 July 2013)
 

Section 4. Meeting - The Board shall meetings quarterly. Special meetings may be
held as often as necessary on such dates and at such times and places as may be
determined by the Chairman, or the President, or upon written request of a majority
of all members of the Board. Meetings of the Board shall be held at the principal
office of the corporation or at such other places as may be designated in the
notice. (As amended by the Board of Directors and the Stockholders at their
respective meetings both held on 4 January 2010, and further amended on 16 July
2013)

Section 5. Notice - Notice of the regular or special meeting of the Board, specifying
the date, time and place of the meeting, shall be communicated by the Secretary to
each director personally, or by telephone, telegram, or by written message
(provided, however that any such communication by electronic mail or by any other
method that does not produce a receipt of delivery must be confirmed by fax unless
the recipient director replies to confirm receipt) at least five (5) calendar day prior to
the meeting. A director may waive this requirement, but only expressly and in
writing and only for a single specified meeting. (As amended by the Board of
Directors and the Stockholders at their respective meetings both hold on 4 January
2010)

Section 6. Quorum - No Meeting of the Board may proceed to transact any business
unless a quorum is present at the start of and throughout the meeting. Except where
the law requires the presence of a greater number, the presence of four (4)
directors shall constitute a quorum.

Except where the relevant law requires a greater number, a majority vote of the
directors present in a meeting where a quorum as described is present shall be
necessary to decide any matter that may come before any meeting of the Board.

(As amended by the Board of Directors and the Stockholders at their respective
meetings both held on 4 January 2010, and further amended on 16 July 2013)

Section 7. Conduct of the Meetings - Meetings of the Board of Directors shall be

presided over by the Chairman of the Board, or in his absence, by the President, or if
none of the foregoing is in office and present and acting, by any other director
chosen by the Board. The Secretary, shall act as secretary of every meeting, if not
present, the Assistant Secretary shall act as secretary of the meeting. In the absence
of both, the Chairman of the meeting shall appoint a secretary of the meeting. (As
amended by the Board of Directors and the Stockholder at their respective meetings
both held on 4 January 2010)

Section 8. Meetings by Teleconference, Videoconference or Similar Modes. -

Meetings of the Board may be called and held by teleconferencing,
Videoconferencing or through similar modes of modern communication technology
in accordance with Memorandum Circular No. 15 of the Securities and Exchange
Commission ("SEC") or such other rules and regulations as may be promulgated in
respect thereof from time to time by the SEC. In addition to the secretary of such
meeting maintaining written minutes, such meetings shall be properly recorded in
tapes, disc and/or other recording materials and such materials shall be properly
stored for safekeeping. (As amended by the Board of Directors and the Stockholder
at their respective meetings both held on 4 January 2010)

Section 9. Compensation - By resolution of the Board, each director shall receive a

reasonable per diem allowance for his attendance at each meeting of the Board. As
compensation, the Board shall receive and allocate an amount of not more than ten
percent (10%) if the net income before income tax of corporation during the be
preceding year. Such compensation shall be determined and apportioned among the
directors in such manner as the Board may deem proper, subject to the approval of
stockholders representing at least a majority of the outstanding capital stock at a
regular or special meeting of the stockholders.

Section 10. [Intentionally left black] (As amended by the Board of Directors and the
Stockholders at their receptive meeting both held on 4 January 2010, and further
amended on 16 July 2013)
Section 11. Committees - The Board shall create and constitute Committees one or
more standing or special committees, including a Nomination Committee,
Compensation Committee, Corporate Governance Committee and Audit
Committee, with such composition, powers and duties as may be specified in the
enabling resolutions of the Board. (As amended by the Board of Directors and the
Stockholders at their receptive meeting both held on 4 January 2010, and further
amended on 16 July 2013)

ARTICLE IV
OFFICERS

Section 1. Election/Appointment - Immediately after their election, the Board of

Directors shall formally organize by electing its Corporate Officers. The Corporate
Officers of the corporation shall include the President, the Chief Finance Officer,
Treasurer, Secretary, Assistant Secretary, and such other officers as may be
appointed by the Board from time to time.

[Deleted paragraph](As amended by the Board of Directors and the Stockholders at

their respective meetings both held 4 January 2010, and further amended on 16 July
2013).

Any two (2) or more positions may be held concurrently by the same person, except
that no one shall act as President and Treasurer at the same time.

Section 2. President - The President shall be the Chief Executive Officer of the
corporation and shall exercise the following functions:

(a) To preside at the meetings of the stockholders;

(b To initiate and develop corporate objectives and policies and formulate long
) range projects, plans and programs for the approval of the Board of
Directors, including those for executive training, development and
compensation;

(c) To supervise and manage the business affairs of the corporation upon the
direction of the Board of Directors

(d To implement the administrative and operational policies of the corporation,

) prescribe their duties, and determine their salaries;

(e) To appoint, remove, suspend or discipline employees of the corporation,

prescribe their duties, and determine their salaries;

(f) To oversee the preparation of the budgets and the statements of accounts
of the corporation;

(g) To represent the corporation at all functions and proceedings;

 (h To execute on behalf of the corporation all contracts, agreements and other
) instruments affecting the interests of the corporation which require the
approval of the Board of Directors.

(i) To make reports to the Board of Directors and stockholders;

(j) To sign certificates of stock; and

(k) To preform such other duties as are incident to his officer or are entrusted to
him by the Board of Directors.

Section 3. The Chief Finance Officer - He shall have such other power and duties, as
may from time to time be assigned to him by the Board of Directors or by the
President. (As amended by the Board of Directors and the Stockholders at their
respective meeting both on 4 January 2010)

Section 4. The Secretary - The Secretary must be a resident and a citizen of the
Philippines. He shall have the following specific powers and duties.
 

(a) To record the minutes and transactions of all meetings of the directors and
the stockholders and to maintain minute book of such meetings in the form
and manner required by law.

(b To keep record books showing the details required by law with respect to
) the stock certificates of the corporation, including ledgers and transfer book
showing all shares of the corporation subscribed, issued and transferred;

(c) To keep corporate seal and affix it to all papers and documentary requiring a
seal, and to attest by his signature all corporate documents requiring the
same;

(d To attend to the giving and serving of all notice of the corporation required
) by law or these by-laws to be given;

(e) To certify such corporate acts, countersign corporate documents or

certificates, and make reports or statements as may be required of him by
law or by government rules and regulations;

(f) To act as inspector at the election of directors and, as such, to determine the
number of shares of stock outstanding and entitled to vote, the shares of
stock represented at the meeting, the existence of quorum, the validity and
effect of proxies, and to receive votes, ballots or consents, hear and
determine questions in connection with the right to vote, count and tabulate
all votes, determine the result, and do such acts as re proper to conduct the
 election; and

(g) To perform such other duties as are incident to his office or as may be
assigned to him by the Board of Director or President.

Section 5. Treasurer - The Treasurer of the corporation shall have the following
duties:

(a) To keep full and accurate accounts of receipts and disbursements in the
books of the corporation;

(b To have custody of, and be responsible for, all the funds, securities and
) bonds of the corporation;

(c) To deposit in the name and to the credit of the corporation, in such banks as
may be designated from time to time by the Board of Directors, all the
moneys, funds, securities, bonds, and similar valuable effects belonging to
the corporation which may come under his control;

(d To render an annual statements showing the financial condition of the

) corporation and such other financial reports as the Board of Directors, or the
President may, from time require;

(e) To prepare such financial reports, statements, certifications and other

documents which may, from time to time, be required by the government
rules and regulations and to submit the same to the proper government
agencies;

(f) To exercise such powers and perform such duties and functions as may be
assigned to him by the President.

Section 6. Terms of Office - The term of office of all officers shall be one (1) year and
until their successors are duly elected and qualified.

Section 7. Vacancies - If any position of the officers become vacant by reason of

death, resignation, disqualification or for any other cause, the Board of
Directors may, by majority vote, elect a successor who shall hold office for the
unexpired term. (As amended by the Board of Directors and the Stockholders at their
respective meetings both held on 4 January 2010, and further amended on 16 July
2013).

Section 8. Compensation - The officers shall receive such remuneration as the Board
of Directors may determine. A director shall not be precluded from serving the
corporation in any other capacity as an officer, agent or otherwise, and receiving
compensation therefore.
 ARTICLE V
OFFICES

Section 1. The principal office of the corporation shall be located at the place stated
in Article III of Incorporation. The corporation may have such other branch offices,
either within or outside the Philippines as the Board of Directors may designate.

ARTICLE VI
OFFICES

Section 1. External Auditor - At the regular stockholders' meeting, the external

auditor of the corporation for the ensuring year shall be appointed. The external
auditor shall examine, verify and report on the earnings and expenses of the
corporation.

Section 2. Fiscal Year - The Fiscal year of the corporation shall begin on the first day
of January and end on last day of December of each year.

Section 3. Dividends - Dividends shall be declared and paid out of the unrestricted
earnings which shall be payable in cash, property, or stock to all stockholders on the
basis of outstanding stock held by them, as often and at such time as the Board of
Directors may determine and in accordance with law.

ARTICLE VII
CORPORATE SEAL

Section 1. Form and Inscriptions - The corporate seal shall be determined by the
Board of Directors.

ARTICLE VIII
AMENDMENTS

Section 1. The power to amend,modify, repeal or adopt new-by-laws has been

delegated to the Board of Directors by the affirmative vote of stockholders
representing at least two-thirds of the outstanding capital stock of the corporation
during its Special Stockholders Meeting held on 16 July 2013. (As amended by the
Board of Directors and the Stockholders at their respective meetings both held on 4
January 2010, and further amended in 16 July 2013)

ARTICLE IX
[Intentionally left bank]

(As amended by the Board of Directors and the Stockholders at their respective
meetings both held on 4 January 2010, and further amended in 16 July 2013)

IN WITNESS WHEREOF, we the undersigned stockholders have adopted the

foregoing by-laws and hereunto affixed our signature this 10th of March 2008 at
Makati City, Philippines.

(SGD.) INIGO U. ZOBEL (SGD.) BRYAN U. VILLANUEVA

(SGD.) JOSELITO D.
(SGD.) CONSUELO EDEN P. LAGAO
CAMPOS,JR.

(SGD.) RHOGEL S. GANDINGCO