BY-LAWS

OF

___DÉJÀ BREW INC.__

(Name of Corporation)

ARTICLE I

OFFICE

The main office of the Corporation shall be located at the place stated in the Articles of

Incorporation. The Corporation may have such other branch offices, either within or

outside the Philippines, as the Board of Directors may designate or as the business of

the Corporation may, from time to time, require.

ARTICLE II

SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

Section 1. Subscriptions – Subscribers of the capital stock of the corporation shall pay

to the corporation the value of the stock in accordance with the terms and conditions

prescribed by the Board of Directors. Unpaid subscriptions shall not earn unless

determined by the Board of Directors.

Section 2. Stock Certificates – The stockholder shall be entitled to one or more

certificates for such 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 certificates, which must be issued
in consecutive order, shall bear the signature of the President, countersigned by the

Secretary or Assistant Secretary of the corporation, and sealed with the corporate seal.

The stub shall be signed by the stockholder upon issuance of the corresponding

certificate and shall be considered as a receipt from the stockholder. The documentary

stamps for each certificate of stock shall be borne by the stockholder, purchaser, or

transferee.

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 Corporation shall consider the person in whose name the certificate was

issued as the owner thereof until said transfer has been recorded in the books of the

corporation showing the names of the parties to the transaction, the date of the transfer

and the number of shares transferred. Said certificate or certificates should be

surrendered to the Secretary for cancellation and replaced by a new certificate in the

name of the transferee before the transfer will be recorded in the books of the

corporation.

No share of stick against which the corporation holds any unpaid claim shall be

transferable in the books of the corporation.

Section 4. Cancellation of Stock Certificates and Issuance of New Ones – Every

certificate surrendered for exchange or transfer shall be cancelled by marking

“Cancelled” on the face thereof and affixed to the original stub. No new certificates shall
be issued unless and until the old certificates have been surrendered to and cancelled

by the corporation or their loss is satisfactorily proven.

Section 5. Lost, Stolen or Destroyed Certificates – Lost, stolen, or destroyed

certificates may be replaced in the manner provided for in Section 72 of the Revised

Corporation Code of the Philippines and/or other pertinent laws at the time of the

replacement.

Section 6. Closing of Transfer Books – The stock and transfer book shall be closed

for at least TWENTY (20) days for regular meetings and SEVEN (7) days for special

meetings before the scheduled date of the meeting.

ARTICLE III

STOCKHOLDERS

Section 1. Annual Meeting – The annual regular meetings of the stockholders, for the

purpose of electing directors and for the transaction of such business, shall be held on

July 1 of each year at the principal office of the corporation or in such other place in the

city where the principal office of the corporation is located as provided in the notice. If

the annual meeting falls on a legal holiday, the annual meeting shall be held on the next

business day.

Section 2. Special Meeting – The special meeting may be called, at any time, for any

purpose or purposes by resolution of the Board of Directors or upon the call of the

President or at the written request of the registered stockholders of majority of the

outstanding capital stock which are entitled to vote.

Section 3. Notice of the Meeting – Written notice of all meetings shall be prepared by

the Secretary and sent by personal service or mailed to all stockholders of record

entitled to vote at the address registered in the books of the corporation or stockholders

last known address at least SEVEN (7) days prior to the regular meeting or TWO (2)

weeks prior to the date set for a special meeting.

Notice for a special meeting shall state the object or objects thereof.

The requirements for notice to the meeting shall be deemed waived if the

stockholder, in person, or by proxy, shall be present thereat except if the presence of

the stockholder is solely for the purpose of objecting to the transaction of any business

on the ground that the meeting is not lawfully called or convened. Notice of any

SPECIAL meeting of the stockholders may be waived in writing by all the stockholders

entitled to vote thereat.

Section 4. Quorum – Unless otherwise prescribed by law, a quorum at any meeting of

the stockholders shall be the majority of the outstanding capital stock must be present

or represented in order to constitute a quorum. Majority of such quorum shall decide

any question that may come before the meeting, except for matters which the law

requires the affirmative vote of a greater proportion. If no quorum is present, the

meeting shall be adjourned until the requisite numbers of stockholders are present.

Attendance, participation, and voting by remote communication or in absentia

shall be allowed in determining the presence of a quorum.

Section 5. Proxies – Any stockholder entitled to vote at a stockholder’s meeting may

do so either in person or by proxy appointed in an instrument in writing, signed by such

stockholder or by his duly authorized representatives, in accordance with the existing

laws, rules, and regulations of the Securities and Exchange Commission.

Duly accomplished proxies must be presented to and received by the Secretary

for inspection and recording at any time before the time set for the meeting.

Unless otherwise provided in the proxy, it shall only be valid for the meeting at

which it has been presented to the Secretary. The proxy may be revoked in writing or

suspended for any meeting wherein the stockholder appears in person.

Section 6. Manner of Voting – Every stockholder entitled to vote may vote at all

meetings in person or by proxy.

Section 7. Election of Directors – Each stockholder entitled to vote shall have the

right to vote, the number of shares in the stockholder’s name recorded in the

corporation’s stock and transfer book at the time of its closing, 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 multiplied by the

number of the shares owned by him, 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 as shown in the books

of the corporation multiplied by the whole number of directors to be elected: However,

provided that no delinquent stock shall be voted.

Section 8. Conduct of Meetings – Meetings of the stockholders shall be presided by

the Chairman or, in his absence, the President, or in his absence, a member of the
Board of Directors elected as chairman of the meeting by a majority of the Board of

Directors present at said meeting of the stockholders.

Section 9. Minutes – The secretary shall keep a faithful record of the proceedings at all

stockholders’ meeting, and in his absence, the chairman of the meeting shall appoint

the secretary of the meeting. The minutes shall be signed by the secretary of the

meeting with the approval of the chairman of the meeting.

Section 10. Compensation – By-resolution of the Board, each director shall receive a

reasonable per diem allowance for his/her attendance at each meeting of the Board. As

compensation, the Board shall receive and allocate an amount of not more than TEN

percent (10%) of the net income before income tax of the corporation during the

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.

 ARTICLE IV
THE 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. Without prejudice to the

general powers, the Board of Directors shall have the following express powers:

1. To make and change rules and regulations for the conduct of the business of

the corporation, provided they are not inconsistent to the Articles of

Incorporation, these by-laws or any law of the Philippines;

2. To purchase, sell, or mortgage the real and personal properties of the

corporation or authorize any other person or persons to purchase, sell or

mortgage any said real and personal properties on the corporation’s behalf;

3. To delegate, from time to time, any of the powers of the Board which may be

delegated in the course of the corporation’s business to any committee,

officer, or agent under such terms as it may deem fit;

4. To approve the annual general budgets and annual general expense

accounts of the corporation;

5. To institute, maintain, defend, compromise, or abandon any lawsuit in which

the corporation, or its officers, may be interested as plaintiff or defendant, in

connection with the business of the corporation;

6. To authorize the payment of bonuses or gratuities to any deserving officers or

employees of the corporation, and determine the amounts thereof;

7. To create special committees of temporary or permanent nature, and to

 determine the members’ term, compensation, powers, and responsibilities.

Section 2. Number and Qualifications – The members of the Board of Directors shall

be TWO (2).

No person shall be elected nor be competent to act as director of the corporation

unless a holder of a share of stock in his own name. If any director shall cease to be a

stockholder of record, his term of office shall be terminated.

Directors shall be elected annually by the stockholders for a term of ONE (1) year

and shall serve until his successor shall have been elected and qualified, or until his

death, or until his resignation, or until his removal in the manner provided under Section

28 of the Corporation Code and rules and regulations that may be promulgated by the

Securities and Exchange Commission.

Section 3. Resignations – Any member of the Board of Director may resign at any

time by giving a written notice of resignation to the President. The resignation shall take

effect as of the date of its acceptance by the Board of Directors.

Section 4. Vacancies – Any vacancy occurring in the Board of Directors, other than by

the removal by the stockholders, may be filled by the vote of at least a majority of the

remaining directors, if constituting quorum; otherwise, said vacancies must be filled by

the stockholders in a regular or special meeting called for that purpose. A director or

trustee so elected to fill a vacancy shall be elected only for the unexpired term of his

predecessor in office.

Any vacancy to be filled by reason of an increase in the number of directors shall

be filled only by an election at a regular or at a special meeting of stockholders duly

called for the purpose, or in the same meeting authorizing the increase of directors if so

stated in the notice of the meeting.

Section 5. Organizational Meetings – The Board of Directors shall meet for the

purpose of organization and for election of officers of the corporation immediately after

their election of which no notice shall be required.

Section 6. Regular and Special Meetings – Unless otherwise determined by the

Board of Directors, the Board shall meet every first MONDAY of each month.

Special meetings of the Board of Directors may be called by the President or by

any member of the Board of Directors.

Section 7. Notice of Meetings – Notice of any regular or special meeting of the Board

of Directors stating the date, time, and place of the meeting shall be given by the

Secretary to each director at least TWO (2) days before the day of the meeting by

posting the same on a postage-prepaid letter addressed to the member of the Board at

his given address, or by delivering the same personally, or transmitted by the telegraph,

facsimile, or cable, or electronic mail. The notice for special meetings shall also state

the object thereof.

Section 8. Quorum – A majority of the Board of Directors shall constitute a quorum for

the transaction of corporate business, and every decision of at least a majority of the

quorum shall be valid as a corporate act, except for the election of officers which shall

require the vote of a majority of all the members of the Board.

Section 9. Conduct of the Meeting – The meetings of the Board of Directors shall be

presided by the Chairman, or in his absence, the President or, in his absence, a
member of the Board of Directors elected as the chairman of the meeting by a majority

of the Board of Directors present at said meeting of the Board of Directors.

Section 10. Minutes of the Meeting – The Secretary shall act as secretary in every

meeting and, if absent, the chairman of the meeting shall appoint a secretary of the

meeting to keep a faithful record of the meeting of the Board of Directors. The minutes

shall be signed by the secretary of the meeting with the approval of the chairman of the

meeting.

Section 11. Meetings by Teleconference, Video conference, or Similar Modes –

Meetings of the Board of Directors may be called and held by teleconference, video

conference, or other similar modes in accordance with such rules and regulations that

may be promulgated by the Securities and Exchange Commission.

Section 12. Compensation – Each director shall receive a reasonable per diem for his

attendance at every meeting of the Board of Directors. The compensation for the

services of the Board of Directors shall be may be granted by the majority of the

outstanding capital stock and approve the amount thereof at a regular or special

stockholders’ meeting.
 ARTICLE V
OFFICERS

Section 8. Officers – The officers of the corporation shall be a President, a Secretary

and a Treasurer.

Section 9. President – The President shall be a director of the corporation. The

President cannot simultaneously hold the positions of Treasurer and Corporate

Secretary. The President shall have the following duties:

a. To president at the meeting 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

directions of the Board of Directors;

d. To implement the administrative and operational policies of the corporation under

his supervision and control;

e. To appoint, remove, suspended 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 sigh certificates of stocks;

k. To perform such other duties as are incident to his/her office or are entrusted to

him by the Board of Directors.

Section 10. Secretary – The Secretary must be a citizen and resident of the

Philippines. The Secretary shall perform the following duties:

a. To keep the corporate records including the transfer book and the corporate

seal and to attest and certify by his signature all corporate documents

requiring the same;

b. To attend and record or cause the proper recording of the minutes of all

meetings of the Board of Directors and the stockholders;

c. To register valid transfer of stocks in the books of the corporation;

d. To countersign all certificates of stock issued;

e. To give, or cause to be given, all notices required by law or these By-Laws

including notices for meetings of the Board of Directors and the Stockholders;

f. To render reports, exercise such powers, and perform such services that are

incidental to his office or as required by the Board of Directors, these By-

Laws, or the law.

Section 11. Treasurer – The Treasurer who must be a resident of the Philippines shall

have the following duties:

a. To receive and keep the funds of the corporation and disburse the same as

authorized by the Board of Directors;

b. To keep a complete and accurate report of all receipt, disbursements, and

other financial transactions in the corresponding books of the corporation;

c. To render an annual statement showing the financial condition of the

corporation and such other financial reports as may, from time to time, be

require

d. To prepare financial reports, statements, certifications and other documents

as may be required by rules and regulations and to submit the same to the

proper government agencies;

e. To exercise such powers and perform such services that is incidental to his

office or as required by the Board of Directors, these By-Laws, or the law.

 ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 1. Seal – The Corporate Seal shall determined by the Board of Directors.

Section 2. Amendments – These By-Laws may be amended or repealed by a majority

vote of the Board of Directors and the stockholders owning at least majority of the

outstanding capital stock; Provided that the delegation of said power shall be

considered revoked whenever stockholders owning or representing a majority of the

outstanding capital stock shall so vote at a regular or special meeting called for the

purpose.

Section 3. Adoption – The foregoing By-Laws were adopted by the vote of the

stockholders owning or representing majority of the outstanding capital stock of the

corporation at the meeting of the stockholders held on April 14, 2020 at Angeles City,

Province of Pampanga.

IN WITNESS WHEREOF, we the undersigned stockholders present or represented at

said meeting and voting in favor of the adoption of these By-Laws have hereunto

subscribed our names unto these By-Laws which are certified to by the Corporate

Secretary.

Certified by:

_____________
PAULINE B. GRAVOSO
Corporate Secretary