REPUBLIC OF THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION Ground Floor. Secretariat Building, PICC City OF Pasay, Metro Manila COMPANY REG. NO. 22401 CERTIFICATE OF FILING OF AMENDED BY-LAWS KNOW ALL PERSONS BY THESE PRESENTS: THIS IS TO CERTIFY that the Amended By-Laws of PRIME MEDIA HOLDINGS, INC. copy annexed, adopted on July 28, 2021 and October 13, 2021 by majority vote of the Board of Directors and October 13, 2021 by the vote of the stockholders owning or representing at least two-thirds of the outstanding capital stock, and certified under oath by the Corporate Secretary and majority of the said Board was approved by the Commission on this date pursuant to the provisions of Section 47 of the Revised Corporation Code of the Philippines, Republic Act No. 11232, which took effect on February 23, 2019, and copies thereof are filed with the Commission. This is a replacement Certificate in lieu of the Certificate of Filing of Amended By-Laws approved on January 26, 2022, IN WITNESS WHEREOF, I have set my hand and caused the seal of this Commission to be affixed to this Certificate at Pasay City, Metro Manila, Philippines, this 61 day of May, Twenty Twenty Two.51822, 9:58 AM 000 etea' ceses ‘SEC Doument Retiever anne q BYLAWS 4 oF PRIME MEDIA HOLDINGS, INC, (Formerly known as Fist e Bonk Corporation, POCP Development Bank, Inc and Private Development Corporation of the Philippines) (As amended by the Board of Directors on December 4, 2002, and by Lhe Stockholders on December 6, 2012) ARTICLE “Meetings of Stockholders ‘Sexton 1. The annwal meetings of stockholders forthe election of Directors and the transaction of such other business as may be prope, shall beheld at any place in Metro Manila (As amended on May 20, 1997, on the third Tuesday of May ofeach year stating at 4:00 cock im the afternoon ofthat day. ‘except when it falls on a holiday, in which case it shall be held on the following business day. ‘commencing onthe same hour. [tug ln ld by rma conmai:stin or ix alent, Notice of the time and place of such meting shall be give either by mail 10 each stockholder of record at his lat known, place of residence or busines, duly posted atleast 15 days before the date, thereat, or by publication once ‘wed for thiee consécitve Tuesdays, the last of Which shall be atleast six (6} das before the Bate of ‘meeting in a newspaper of general circulation duvoted to pancral news and published atthe place ofthe principal office ofthe Corporation. (As amended by the Sioctholders and by the Board of Directors on ‘October 13, 2021) Section 2 Special meetings ofthe stockholders may be called by the Chairman or the President or by the Secretary, upon written demand bya majority ofthe Board of Directors or bythe owners ofa Teast ‘51% of the subscribed capa stock erie to vote upon noice as pavkled Section 1 heseol, specifying, ‘he purpose or purposes thereof except in cases of extreme urgency, in with event one pubkeation fn the newspaper aboverattioned and notice to stockholders of record who are not reste of the Philippines as provided in Aric IX, Section 2a ast seven (7) day before the necting shallsuffice. Section 3 1, for any cause the annual meeting ofthe stockholders shail not be held atthe time fixed by these By-Laws or the election of the Diectrs shall not then be fad, the Directors then in office shal hold over unt their sucessors shall have been duly elected andl qualified, Such new election may be held at any annual or special meeting duly called for that purpose. Seton & At all seckboldow’ mecings sent kbc of record may vot by pr0%y sutherzed in wrting, which rst be dpi ithe Scary he Corporation fer sutheton tod determination vali a ent (10) dys ils of Sundays a ea lay, ere ts ‘eheduled date of mating uns short: period le auboracd by Ge Bard (As amend on ay 20 {957 Except ms there provide by lv, hldes ote may of he subse shares neaing Such meting citer in peso by Prony, sal sonst a quar forthe Wasation 6 nye insin. I ndbr\ boprset ty mecing te sue Sl be njuti ho Blew ae tel buch quoram sa ob Ex share fsck shall bcm oon ae cpt n nce at Diretes where camultve voting should be bse and maybe cat by the egned helde eroen cite the person or by proxy (Assinendd.on ly, 1991) drs sec: !ocal:8080/DocumentRetriever!51512, 958 AM ‘SEC Document Retriever a ® Section 1, All corporate powers shall be exercised, and all the propertiss and business of the ‘Corporation shail be held and controlled, exclusively by the Board of Directors, The Board of Directors ‘may maintain, or cause to be malniained, at such place or place in the Philippines a it may deem ber, subboffce or agencies for carrying on of theaffais ofthe Corporation, The stockhoWlers may fix the compensation ofthe members ofthe Board of Directors, but in no ‘ase shal the rtal amoune thereof, exclusive of per diem, exceed 2% ofthe net profit ater taxes, Soca g1ee Z829S Section 2 Immediately after the election of the members ofthe Board of Directors, they shall ‘organize themselves by electing, a Chairman and a President, both of whom must be among such ‘members, and a Secrctary who shall be a resident and elzen ofthe Philippines, and transact such other ‘business as shall properly come before the Board. The officers frst so elected shall hold office until their successors are elected as provided herein by the Board af Director, which selected atthe Fest annual smesting of stockholders. The officers elected by such Board and those thereafter elected as provided herein shall hold fice for one (2) yeas from the date of thie election and until their successors are ‘lecled and qualified, unless any such officer is removed by the Board Section 3. Independent Directors - At last two (2) Independent diretoes shall be elected as ‘members of the Board of Director. For this purpose an “Independent director” sa director as defined in sccordance with Rule 38 ofthe Securities Regulations Code, as amended. ‘A Nomination Committee shall be created to prescribe and implement the guidelines forthe ‘nomination and election of independent directors. (As amended by the Board of Directors on September 28, 2004 and the stockholders on September 30,2008) Section 4 Atal meetings ofthe Board of Disectos, a majority ofthe entire membership thereof shall constitute a quorum, and the affirmative vote of a majority of those present shal be sufficient for the approval of any resoltion, save as may otherwise be required by law. No director shal ether directly or indlrecty, for himself or as a representative or agent of others, borrow any funds of the Corporation, nor shall be become a guarantor, endosser or surety for loans from sd Corporation, or in any manner be an ‘blige for moneys borrowed from the Corporation. except with the written approval of a majority of at least two-thirds of the Disectors present, either ata regular or special meeting, excluding the Director concerned. Section 5. Regular meetings of the Board of Disectrs shall be held at the principal office ofthe Corporation whenever possible and at such times asthe Board Hoel may fix LLny alo be hold by rent (As amended by the Stockholders and by the Board of Directors on October 3,202) ovavac ‘crs. sec local: 8080/DocumentRetraver! ane51922, 9:88 AM. SEC Document Retriever Section 6 Special meetings ofthe Board of Directors may be held at any é «all ofthe Chairman, or upon the writen request ofa majority ofthe Directors communication o i shuntia, Notice of such meeting stating the purpose ox pus vi Gther personally or by telegram to each Disctor at last twentyfour (8). date of ° smeatng. (As amended by th Stockholders and by the Board of Directors on Octobe a @ s Section 7. Should te postion of any Director become vacant for any reason, hs positon shall be filed by the majority vote ofthe remining Directors, stil constituting a quorum, fom among the a holders of the same class of shares ax that represented by the Director vacating the positon. and the 2 Dinetorsochonen shal eve for be nexpiedrm a @ a ARTICLE MI $ Executive Committee o Section 1, An executive Committee consisting of five (5) Ditecors, one of whom must be the ‘Chairman, may be formed by the Board of Directors, andi shall have the full powers ofthe Board when the same is not in session, except the power to inaugurate radical reversals of of departures from fundamental polices and methods of conducting business as prescribed by the Board of Dirsctors, either may the said Committee buy, sell, mortgage of in aay manner alienate or encumber reat ‘Propertis of the Corporation. (As amended on Dec 4, 2002 Board of Directors and Dec. 6, 2002 Stockholders) Section 2 The meetings of the Executive Committee shall beheld at the principal office of the ‘Corporation or at other places it may designate at uch times as it may provide by resolution, of upon the order ofthe Chairman, or roquest ofa leat two (2} members of said Commitice, provided that nice thereot in writing mast be given at last twenty-four (2) hours before the time of said meting [tiny seo (As amended by the Stoctholders and by the Board of Directors on October 13, 2021) Section S.A majority of the members of the executive Committee shall constitute a quorum thereo!, and a majority of those present shall be necessary or the approval of any action taken at any of its meetings. Section 4. During every meeting ofthe Board of Directors, the Executive Commitne shall report ‘in summary forall matters acted upon by it, and they shall he considered ratified by the Board unless otherwise expressly revoked. dts sectloca:8080/DocumentRetriever! m6515122, 958 Am ‘SEC Document Retriover AnTICLEIY i a ‘Offices of the Corporation al - Section 1. The officers ofthe Corporation shall consist of Chairman, Presi one or more ‘VicePresidens, a Treaurer, an Assistant Treasurer, « Seretary, and an Assistant Secretary, With the ‘exception ofthe Chairman the President, the members of the Board of Directors and the Setar, whe shall bold office for one year (except as provided in Section 2 of Article It with respect tothe President sd the Secretary frst elected) and until their successors shall have Been duly lected and have quale’, all executive officials appointed by the Board shall hold office until reliaved by said Hoard, Except the ‘Chairman and the President, all other officers ofthe Corporation nee not be directs thereof. Ary two ‘officers may be held bythe same person, excepe the positions ofthe Chairman or President with Secretary ‘of Assistant Secretary. The Board may create such afces andl appoint such officers and agents ast may der necesary to ffcienly carry out the program and objecives ofthe Corporation, 4060 atee 2eass Section 2. The President shall be the chief executive officer of the Corporation and shall have general contro. supervision and management ofall the affairs of the Corporation; shall make reports to the Directors; shall signal certificates of stock and, as authorized by the Board of Ditectors all contracts and other instruments to which the corporation isa party; shall sce that the resolutions of the Board of Directors are duly executed an carried out; shal have such authority and exercise auch powers as may. from time to time, be conferred upon him by the Board of Directors; and shall perform all uch other ‘duties as are incident to his office ora properly required of himn by the Board of Directors. Any crall of the foregoing powers may be delegated by the Present in writing to eny of the Viee Presidents, except the power to preside at meetings of stockholders, the Beard of Directors and the Executive Committe, lunless the officer so delegated is a member of the Board of Directors. The delegation so made by the President shall be effective until the Board of Directors shall provide otherwise. (As amended on May 19, 1992) Section 3. During the absence or incapacity of the Chairman and the Present, the Vice: Presidents, if qualified, in the order of their election, shall actin. their place and perform their duties, ‘except the power to preside at meetings of the stockholders, Board of Directors or Executive Commitee, unless any one of them is authorized to do as provided in Section 2 hereof, Each Vice-President shall also fave such powers and perform such daties a5 the Board of directors and/or the Chairman or the President may from time fo time assign to him. Section 4 The Treasurer shall have the custody of all moneys, sccurtics, and values of the Corporation which may come into his poseassion and shall deposit them in any banking institution which the Board of Directors may designate. Such moneys, securities and values of the corporation shall be subject to withdrawals only by checks or other writen demande of the Corporation, signed by the ‘Treasurer and such other officer or officers as may be designated by the Board. He shall keep regular books of accounts and perform all other duties incident to hs office an all that may be properly required ‘of him by the Board. Section 5. In the absence of the Treasurer, the Assistant Treasurer shall act in his place and perform his duties. The Assistant Treasurer shall also perform such dutis asthe Board of Dizectos, the “Treasurer and other officers ofthe corporation may assign to tim from Hime to tie Section 6. The Secretary shall issue notices ofall meetings, shall hep their minutes, shell have charge of thecsgahand:corporate books, shall countersign the corificate of stacks and such other instruments requiring his signature, shall verify the corsectness and validity of proxies and voting trust ‘agreements, shall keep and preserve up to date specimen signature cards ofall stockholders of record, ‘ods. seclocal:8n60/DocumentRetiever! ane51522, 9:58. AM. ‘SEC Document Retriover and shall make such reports and perform such other duties as are incident to his a him by the Board of Directors, 4 Seaton 7. In the absence o apc of the secetry, the Aunt St ‘and perform his duties, including those which may be assigned to him by the Secretary or other officers ofthe Corporation ARTICLE Othe Audits Sectian 1. At the annual meeting held by the stockholders shall elect an independent firm or ‘certified public accountant who are to audit the accounts of the Corporation until the neat anual meeting, Section 2. No person shall be decmed eligible to the office of the auditor becanse he is a ockholder in the Corporation but said officers incompatible with the office of director of the ‘Corporation. g000 Tee ZsEss Section & It shall be the duty of the auditor to audit the books of accounts of the Corporation ‘whenever he shall see fit, and to report on the annual balance sheet and related income statement which financial statements shall be published jointly with his report, and for this purpose all books of account, vouchers, and other documents of the Corporation relating to its financial administration shall be placed at his disposal when he request it ‘Section 4. A copy of the annual report, which should include the financial statement, shall be filed in the offices of the Corporation and mailed to stockholders of record at least fifcen (15) days in ‘advance ofthe date on which the annual meeting is held ARTICLE VI Cartificates of Stock ‘Section 1. On every certificate of stock, the provisions of the 2nd paragraph of Article SUCTH and the provisions of Article SEVENTH ofthe Articles of Incorporation shall be printed thereo Section 2. Every stockholder shall be entitled to a certificate or certificates, signed by the President or any person acting in his stead, and the Secretary, certifying to the numberof shares owned by such stockholder. Bach certificate shall state, among other things the amount of the capital tock of the ‘Corporation and par value of shares. Al cetifiates shall be issued and numbered in the order oftheir lasue, Section 3. Except when the provisions of the 2 paragraph of Article SEVENTH of the Articles of the Incorporation are applicable, transfer shal be made onthe books ofthe Corporation caly upon the surrender ofthe certificate covering the shares being transerzed, which surrendered certificate hall thereupon be canceled by the Secretary and pasted or attached to the stub theref in the certificate book. (Asamended on July 8, 1991). tr. sec Jocl:8080/DocumentRetieven! one515722, 958 A SEC Document Retriever ARTICLE VI ‘Miscellaneous Provisions Section 1. Any notice, report or other communication, which the Corporatio is led to mail to stockholders of recordin accordance with the provisions ofthese By-Laws, shall Besent by airmail or ‘able to exch stockholder of record whose last krown place of residence or business is Outside the Philippines. ‘Section 2. The fiscal year ofthe Corporation shall commence on the ist day of January of each yeat, and shall close on the 3ist day of December of the same year ates zeees ‘Section 3, The corporate seal ofthe Corporation shall be of such design as the Board of Diteclors shall approve, subject to subsequent changes, a8 it may deem\ appropriate (As amended on May 21, 1994) ‘The foregoing By-Laws were adopted by the unanimous vote of the holders of the enkize ‘sabéctibed capital sbek OF the PRIVATE DEVELOPMENT CORPORATION OF THE PHILIPPINES at their fist meeting held at Manila, Philippines, on th day of February, 1963, soee (6GD) FRANCISCO ORTIGAS, Jk, (9GD.) MANUEL MARQUEZ. (SGD) VICENTE R.JAYME (SSD) ANTONIO. DELGADO (SGD) AURELIO MONTINOLA (SCD) JESUS CABARRUS (66D) RODEGELIO M. JALANDONI SUBSCRIBED AND SWORN TO before me this Oct 29 2004 day of in ‘Malati City, affiants exhibiting to me their following Community Tax Certificates o Passport Nos: ‘Community Tax Name Certifcate/Passport No, Issued AYOn ‘CORAZON f ESTRELLA = AUGUSTO P, PALISO, J. | JOSE ALFREDO L. VILLANUEVA Tl MARIO C. LORENZO P| Doc. No.2 Page'No'60s?'*" Book No. V; ‘Series of 2004, drs. seclocal:8080/DocumentRetrever! 10165/8722, 9:58 AM SEC Document Retriever ‘REPUBLIC OF THE PHILIPPINES) CITY OF MAKATS }ss DIRECTORS’ CERTIFICATE the Board of Directors, and the Corporate Secretary of PRIME MEDIA HOLDINGS, INC. (the “Corporation”), a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at the 164 Floor BDO Towers Valero (formerly: Citibank Tower), 8741 Paseo de Roxas, Makati City, do hereby certity that: tee ates zeses remote communication and hosted at the Corporation's principal office, at least @ majority of the members of the Board of Directors of the Corporation ‘unanimously approved the amendment of Article Il, Section 7 of the By-Laws of the Corporation fo delete all provisions relating to banking operations. 2. During the Annual Stockholders’ Meeting on October 13, 2021 held wit remote comnunication a the Corporation's principal office located at the 16% Floor, BDO Towers Valero (formerly: Citibank Tower, 8761 Paseo de Roxas, Makati City, stockholders owning and/or representing, $70,153,887 shares representing at least 81.42% of the outstanding capital stock of the Corporation voted in favor of the amendment of (a) Article I Section 7 of the By-Laws of the Corporation to dllete all provisions relating to tanking operations; and (b) Article I, Section 1; Article I, Section 5; Article ll, Section 6: and Article Il, ‘Section 2 ofthe Amended By-laws of the Corporation to authorize the holding ‘of virtual meetings ofthe Corporation's stockholders, Board of Directors, and Board Committes. 3 During the Organizational Board Meeting of the newly elected dicectors ‘Immediately held after the adjournment of the Annual Meeting of the Stockholders (on October 13, 2021 via remote communication and hosted at the Corporation's principal office, at least a majority of the members of the Board of Directors ‘unanimously approved the additional amendment of the Article 1, Section 1; a Article Il, Section 5; Article Il, Section 6; and Article Ill, Section 2 of the Amended By-laws to authorize the holding of virtual meetings of the Corporation's stockholders, Board of Directors, and Board Committees 4. Attached hereto is a true and correct copy of the Amended By-Laws of the Corporation incorporating the amendments to Article TL Section 7; Article 1, Section 1; Article Il Section 5; Article II, Seetion 6; and Article IH, Section 2, [The rest ofthis page is intentionally left blank; Signature page follows.) ‘ars.se¢loca:8080/DocumentRettoved! 1L__During the Special Meeting ofthe Board of Directors on July 28 2021 held wis nn6515722, 9:58 AM ‘SEC Document Retriever Reference No. PRIMLEG2021_DC.02 and affixed our signatandghis ii — al in ATES ROMY have hen ‘ day of Tlee etea' cse2es mrector Countersigned ‘ars.se¢ local: 2080/DocumentRetreven! ene‘922, 9:58 AM SEC Dooumont Retiver aaa Reference No. PRIMLLEG2021_DC.02 : WY G4 2071 SUBSCRIBED AND SWORN to before me this day of at 'Y by the above-named persons who exhibited to me the. Valid g eran yy lntfcation cards as indicate below: ° a @ Name a ‘@ [Rolando Santos | Hermogene H. Real [aiehete Ayan Francisco L Layug Uf © [Johnny ¥-Arvego Fe @ [Reuben Carlo 0. Geran N Dec. No. Page No, Aud BookNo, _{ ‘ep. Na BSS Dak Oe Bt Seriesof 202. heen euneerg ax ven rial sane tet Emden nao an aa drs seclocal:8080/DocumentRetriever! tibet nso rate915722, 9:58 AM tee zeees S w SEC Dooument Retriever ‘Reference No. PRIMJLLGIO21_CERT_052- REPUBLICOF THE PHILIPPINES ) CITYOF MAKATI yss. i ‘SECRETARY'S CERTIFICATE ‘al L REUBEN CARLO O. GENERAL, of legal age, Filipino, with office address at 4% Floor, BDO Towers Paseo, 8741 Paseo de Roxas, Makati City, after having been duly swom, to in accordance with law, do hereby depose and state that: 1. Tam the duly elected and qualified Corporate Secretary of PRIME MEDIA HOLDINGS, INC. (the “Corporation’), a corporation duly organized and existing under the laws ofthe Philippines with principal office at 64 Floor. BDO Towers - Valero, 8741 Paseo de Roxas, Makati City 2. To the best of my knowledge, no action or proceeding has been filed or is ‘pending before any Court involving an intra-corporate dispute and/or claim by any person fr group against the Board of Directors, individual directors and/ot major corporate officers ‘of the Corporation as its duly elected and/or appointed directors or afficers or vice versa, IN WITNESS WHEREOR, this Certificate was signed and issued this if ay of Cctober 2021 at Makati City. ‘CARLO 0. GENERA Corporate Secretary SUBSCRIBED ANDSWORN to before me this 2h day of October 2021 at Makati City, affiant exhibiting (0 re 1s ccc aan tea ‘Doc. No. Sh; patel Un 31 Onc. 2024 : Page eee eto bainoe > agen etc Series of 2721. a cata ets Maat hy ‘ors. sec local: 8080/DocumertRetsiever! sane