AMENDED

BY-LAWS
OF
Brathähnchen's Best Corporation
Doing business under the name and style of ‘Brathähnchen’
(Formerly Brathähnchen's Best Corporation)

ARTICLE I
OFFICE

The main office of the Corporation shall be located at the place stated in Article I of 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
SEAL

The Corporation shall consist of a circular design on which is inscribed the name of the
Corporation Brathähnchen's Best Corporation, Philippines (as amended on 16 April 2021).

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 as may properly come before the
meeting, shall be held on any day in June of each year, on such date and time as may be
determined by majority vote of the Board of Directors, 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.

Section 2. Special Meeting – Special meetings 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 at least thirty percent (30%) 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 through electronic mail or such other

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manner as the Securities and Exchange Commission (SEC) may allow under its guidelines at
least Twenty-Five (25) Days prior to the date set for the meeting.

Notices 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 annual or 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 amount of the subscribed capital stock issued and
outstanding entitled to vote, represented in person or by proxy. A 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 number of stockholders are present.

Section 5. Proxies – any stockholder entitled to vote at a stockholders’ 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 not later than 10 days 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. However, the proxy may only be valid for no longer the Five
(5) Years. 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 of
the stockholders the number of shares registered in their name on the books of the Corporation at
the time of the closing of the stock and transfer books for each meeting.

Section 7. Election of Directors – Each stockholder entitled to vote shall have the right to vote,
in person or by proxy, 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: Provided, however, that no delinquent stock shall be voted.

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 All nominations for election of directors shall be submitted in writing to the Board of
Directors, through the Office of the Secretary, at least 15 days before the date for the election of
Directors. All nominations must be accompanied by the written consent of all nominees.

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 the 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’ meetings, 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.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. Power of the Board of Directors – 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;

Section 2. Number and Qualifications – The members of the Board of Directors shall be Seven
(7).

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.

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 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 (SEC).

(i) At least one (1) share of the Corporation is registered in his name;
(ii) At least twenty (20) years old. Individual under age of eighteen (18) cannot engage in
a business corporation and their parents should do so on their behalf;
(iii) Has full knowledge and skills in the type of business that the corporation will run;
(iv) Proven to possess integrity and professionalism.

Section 3. Resignations – Any member of the Board of the 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 a 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 by 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 once every quarter on such dates and at such times as may be set
by the President.

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

majority 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 5 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

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personally, or transmitted by 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. Compensation for the services of the Board of
Directors may be granted and the amount thereof may be approved by the stockholders
representing at least a majority of the outstanding capital stock at a regular or special
stockholders’ meeting.

ARTICLE V
OFFICERS

Section 1. Officers – The officers of the Corporation shall be a President, a Secretary, and a
Treasurer.

Section 2. President – The President shall be a director of the Corporation. The President cannot
simultaneously hold the positions of Treasurer and/or Corporate Secretary. The President shall
have the following duties:

a. Shall have general charge, supervision, and control of the business and affairs of the
Corporation subject however to the control of the Board of Directors.
b. To 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.

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 c. To vote and represent the shares of stock owned or held by the corporation in another
company.

Section 3. Vice President – The Vice President is qualified shall succeed the President during
the absence, inability to act, or disqualification of the latter for any cause and shall assist him in
all his duties and functions. He shall perform such other duties as may from time to time be
delegated to him by the Board of Directors or the President.

Section 4. Secretary – The Secretary must be a citizen and resident of the Philippines shall have
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 be always present at the corporations meeting and to keep an exact record of minutes
of the meeting;
c. 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 5. Treasurer – Treasurer who must be a resident of the Philippines shall have the
following duties:

a. To deposit all payment and other valuable effects of the Corporation in such trust
companies, banks, or depositories as the Board of Directors shall from time to time
designate.
b. To receive and give receipts for all currency paid to the Corporation from any source
whatsoever and to endorse checks, drafts and warrants in its name and on his behalf, and
to give full for the same.
c. To be subject to the control of the Board of Directors and shall perform such other duties
as may be properly delegated to him.
d. To give a bond in such an amount as the Board may require for the faithful performance
of his duties, if the Board of Directors so require (as amended on 16 April 2021).

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 ARTICLE VI
MISCELLANEOUS PROVISIONS

Section 1. Seal – The Corporate Seal shall be 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. The power to amend or repeal the By-Laws or adopt new By-Laws may be delegated to
the Board of Directors by the owners of two-thirds (2/3) 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 16 March 2021 at the City of Manila.

IN WITNESS WHEREOF, we the undersigned shareholders 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.

Hannah Athena Asuncion Silvana Dulce Santos

Tricia Loren Valencia Portia Amelie Vasquez

Pyper Scarlet Waban Jaden Sixto Yabut

Severino Gabriel Zamora

Certified by:

LANCE AIDEN SY

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Corporate Secretary

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