BY –LAWS

OF

TABUCHI FOOD CORP INC.

ARTICLE I

Section 1. The registered office of the corporation shall be at: 17 Barangay Kaharutan
Valenzuela City, Metro Manila, Philippines.

Section 2. The corporation may also have offices at such other places as the Board of Directors
may from time to time appoint or the business of the
corporation may require.

ARTICLE II
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

Section 2.1 Subscriptions — Subscribers to the capital stock of the corporation shall pay to the
corporation the subscription value or price 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 2.2 Certificate — Each stockholder shall be entitled to one or more certificates for such
fully paid stock subscription issued in his/her name and registered 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 or any
Vice President, countersigned by the Secretary or Assistant Secretary, and sealed with the
corporate seal.

Section 2.3 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 endorsed by the stockholder, his/her attorney-in-fact, or other legally
authorized person to make such transfer.
The transfer shall be valid and binding on the corporation only upon record thereof in the books
of the corporation, cancellation of the certificate surrendered to the Secretary and issuance of a
new certificate to the transferee.
 ARTICLE III

BOARD OF DIRECTORS

Section 1. The corporate powers, business and property of the Corporation shall be
exercised, conducted and controlled by the Board of five (5) Directors elected annually at
the regular meeting of the stockholders and by officers elected by said Board.

Section 2. Composition, Qualification, Election and Term - The Board of Directors shall
be elected during each and 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.

Section 3. A Director shall be qualified to hold office only upon pledging the 5,000 shares
registered in his name to the Corporation to answer for his conduct. If the office of any
Director becomes vacant by reason of death, disqualification, resignation or otherwise
except by removal, the remaining Directors, by a majority vote, shall elect from the
stockholders duly qualified, following the preceding section, the successor shall hold the
office for the unexpired term until a new successor is duly elected and qualified.

Section 4. 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.

Section 5. There shall be twelve (12) regular meetings of the Board of Directors per year
to be held at periodic intervals on such dates and at such places as may be determined
by the Board of Directors at its organizational meeting.

Special meetings of the Board of Directors may be called at the instance of the Chairman
of the Board, the President and Chief Executive Officer, or upon the written request of a
majority of all members of the Board and shall be held at the principal office of the
Corporation or at such other place as may be designated in the notice.

Section 6. No notice will be required for the regular meetings of the Board. Notice of
special meetings, with a statement of its purpose, shall be given to each director either
by telephone, e-mail, telegram, or by written or oral message. This shall be sent to the
directors, at least 24 hours before the meeting.

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.

Section 8. Notwithstanding the general powers in Section 1 and all the powers granted
by these by-laws and by law, it is hereby expressly declared that the Board of Directors
shall have the following powers:
a. To purchase or otherwise acquire in any lawful manner, for and in the name of the
corporation, any and all properties, rights, interests or privileges whatsoever deemed
necessary or convenient for the Corporation’s business, at such price and subject to such
terms and conditions as it may deem proper or convenient.
b. To invest the funds of the Corporation in any other corporation or business or for
any purpose other than those for which it was organized, whenever in its judgment, its
interest would thereby be promoted, subject to such stockholder approval or authorization
as may be necessary under the law.
c. To sell, lease, exchange, assign, transfer or otherwise dispose of any property,
real or personal, belonging to the Corporation whenever in its judgment, its interests
would thereby be promoted.
d. To incur such indebtedness as it may deem necessary, subject to such stockholder
approval or authorization as may be required by law and, for such purpose, to make and
issue evidence of such indebtedness including without limitation, notes, deeds of trust,
instruments or securities and/or to mortgage or otherwise encumber all or part of the
properties and rights of the Corporation.
e. Upon recommendation of the Chairman of the Board or the President and Chief
Executive Officer and in accordance with the applicable provisions of these by-laws, to
determine and prescribe the qualifications, duties, terms of office, compensation,
remuneration, incentives and other benefits of officers and/or employees. Pursuant
thereto, to appoint or elect or enter into contracts with such officers and/or employees,
under such terms and conditions as the Board may determine to be in the best interests
of the Corporation.
f. Upon recommendation of the President and Chief Executive Officer, to create
other offices it may deem necessary and determine how such officers will be filled.
g. With regard to shares issued in total or partial payment of debts contracted by the
Corporation, for whatsoever properties it may have acquired or in payment of services
rendered to the Corporation, to impose such conditions regarding the transfer of said
shares as it may deemed convenient, subject, however, to the limitation fixed by law.
h. To prosecute, maintain, defend, compromise, or abandon any lawsuit in which the
Corporation or its officers are either plaintiffs or defendants in connection with the
business of the Corporation, and to settle all claims for or against the Corporation on such
terms and conditions as it may deem fit.
i. To determine whether any, and if any, what part of the surplus profits of the
Corporation arising from its business or retained earnings available for declaration as
dividends, shall be declared as dividends, subject to the provisions of law.

j. To create, by a resolution passed by a majority of all members of the Board, an

Executive Committee of seven (7) members, five of whom shall be directors, which shall
include the Chairman of the Board, the Vice Chairman of the Board, and the President
and Chief Executive Officer.
 The Executive Committee, when the Board is not in session, shall have and
may exercise the powers of the Board in the management of the business and
affairs of the Corporation except those powers granted under Sections 8 (I), (m)
and (n) herein or as specifically limited by law or by the Board. The Board shall
ha\ie the power at any time to remove and replace the members of, and fill
vacancies in, the Executive Committee.

k. To create, by resolution passed by a majority of all members of the Board, one or

more standing or special committees of directors including a Compensation
Committee, with such powers and duties as may be specified in the enabling
resolution.
l. To appoint any corporation, association, partnership, or entity duly organized and
registered in accordance with the laws of the Republic of the Philippines as general
managers or management consultants or technical consultants, under such terms and
conditions and for such compensation as the Board may determine.
m. To guarantee, for and on behalf of the Corporation, obligations of the other
corporations in which it has lawful interest.
n. To appoint trustees who for the benefit of the Corporation, may receive and retain
such properties as may belong to the Corporation or in which it has interest, and to
execute such deeds and performs such acts as may be necessary to transfer the
ownership of said properties to its trustees.
o. To enter into any transaction, obligation or contract and perform such acts and
execute such deeds as it may deem essential for the proper administration of the
Corporation’s property, business and affairs or the accomplishment of any of the
purposes of which the Corporation was organized.
p. To assure every officer and employee of the corporation, the free exercise and
enjoyment of their political beliefs without discrimination or preference, to the extent
allowed by law, and to ensure that the Corporation shall not engage in partisan political
activities.
q. To select the external audit..

Section 9. A majority of the Directors shall constitute a quorum for the transaction of
business. In the following transactions, the affirmative vote of at least two thirds (⅔) of
such quorum of the Board of Directors shall be necessary for a valid corporate act:
a. Contracts between the corporation and one or more of its directors or officers or
their affiliates provided further that: (1) the presence of such director in the board meeting
in which the said contracts were approved shall not be considered for determining a
quorum for such meeting; (2) that such director shall not vote for the approval of the
contract; (2) that the contract is fair and reasonable under the circumstances; and (4) that
full disclosure of the interest of the director, officer and/or affiliate involved, must be made
at such meeting or if the interest is acquired subsequently, at the first meeting thereafter.
 An affiliate for the purposes of these bylaws shall refer to an entity linked
directly or indirectly to said directors or officers by means of their ownership,
control, or power to vote fifteen percent (15%) or more of the outstanding capital
stock thereof.
b. The appointment or contracting or any buying or selling agent whose
compensation or commission is at least 60% of the Corporation’s respective total
purchases or sales for the immediately preceding fiscal year; or the appointment
or contracting of any person, whether natural or juridical, as contractor, consultant,
trustee or in any other capacity, whose compensation or commission is at least
eight percent (8%) of the Corporation’s total expenditure for that particular expense
item or items.

Section 10. Compensation - the Board of Directors shall receive no more than two percent
(2%) of the profits obtained during the year after deducting therefrom general expenses,
remuneration to officers and employees, depreciation on buildings, machineries,
transportation units, furniture and other properties of the corporation. Such compensation
shall be apportioned among the directors in such manner as the Board, duly assembled
as a board, may deem proper.

Section 11. The Board of Directors shall be fully informed of the status and performance
of all corporate investments both in the Philippines and elsewhere.

ARTICLE IV

EXECUTIVE AND OTHER COMMITTEES

Section 3. The Chairman of the board of directors shall preside at meetings of the
board and of the stockholders. The Chairman shall perform his duties as Board of
Directors and may from time to time, assign said powers to any other officers subject to
his supervision and control. The Chairman shall also pledge two thousand shares to the
corporation as a guarantee of his conduct.

Section 6. The Senior Executive Vice President, executive vice president, senior vice
president, and vice president shall exercise powers and perform duties and functions as
the president and chief executive officer, and from time to time may also assign said
duties, functions, and power.

Section 9. The Secretary, who must be a citizen and resident of the Philippines, shall have
the following duties and functions:
a. To record the minutes of all meetings of the Board of Directors, the Executive Committee,
and the stockholders, to maintain separate minute books in the form and manner required by law
at the principal office of the Corporation.
b. To give, or cause to be given, all notices required by law or by the by-laws of the
Corporation, as well as notices required of meetings of the Directors and of the stockholders.
c. To keep records indicating the details required by law with respect to the certification of
stock of the Corporation, including ledgers and stock transfer books showing all shares issued
and transferred and the date of each issuance and transfer.
d. To fill and countersign all certificates of stock issued and to make the corresponding
annotations on the margins or stubs of certificates upon their issuance.
e. To take note of all stock transfers and cancellations, and keep in alphabetical order all
certificates of stocks so transferred as well as the names of stockholders, their addresses and the
number of shares owned by each, keeping up to date all the addresses and contact information
of the stockholders.
f. To prepare the various reports, statements, certifications, and other documents which
may, from time to time be required by government rules and regulations, except those required
to be made by the treasurer, and to submit the same to the proper government agencies.
g. To keep and affix the corporate seal to all papers and documents requiring a seal, and to
attest by his signature all corporate documents requiring the same.
h. To pass upon the form and the manner of voting of proxies, the acceptability and validity
of their issuance and use, and to decide all contests and returns relating to the election of the
members of the Board of Directors.

The Secretary shall perform such other duties and functions as may, from time to time, be
assigned to him by the Board of Directors and the Chairman of the Board.

Section 11. If the office of the Chairman of the Board becomes vacant by reason of death,
resignation, failure to qualify, disqualification, or for any other cause, the Board of Directors shall
elect a successor who shall hold office for the unexpired term.

ARTICLE V OFFICERS

Section 5.1 Election and Appointment ~The Board of Directors shall formally organize by
electing the Chairman, the President, the. Treasurer, and the Secretary of the corporation. The
Board may, from time to time, appoint such other officers, including a Chief Executive Officer
and one or more Vice Presidents as it may determine to be necessary or proper. Any two (2) or
more positions may be held concurrently by the same person, except that no one shall act as
President and Treasurer or President and Secretary at the same time.
Section 5.2 The Chairman of the Board — The Chairman of the Board of Directors shall preside
at the meetings of the directors and the stockholders. He/she shall also exercise such powers and
perform such duties as the Board of Directors may assign.
Section 5.3 The President — The President, who shall be a director, shall have administration
and direction of the day-to-day business affairs of the corporation and shall exercise the
following functions:
. a) To preside at the meetings of the stockholders and the Board of Directors in the
absence of the Chairman of the Board of Directors;
. b) To prepare such statements and reports of the corporation as may be required by law.

. c) To represent the corporation at all functions and proceedings;

. d) To execute on behalf of the corporation all contracts, agreements and other
instruments affecting the interest of the corporation which require the approval of the
Board of Directors;
 . e) To make reports to the Board of Directors and stockholders;
. f) To perform such other duties as are incident to the office of President or
6
are entrusted to the President by the Board of Directors.
. g) To oversee the preparation of the budgets and statements of accounts of the
corporation;
. h) 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;
. i) To supervise and manage the business affairs and property of the corporation upon the
direction of the Board of Directors;
. j) To implement the administrative and operational policies of the corporation under the
President’s supervision and control; and
. k) Subject to guidelines prescribed by law, to appoint, remove, suspend or discipline
employees of the corporation, prescribe their duties, and determine their salaries.
The President may assign the exercise or performance of the foregoing powers, duties, and
functions to any other officers, subject to his/her supervision and control.
Section 5.4 The Vice President — The Vice President, if any, shall, if qualified, act as President
in the absence of the latter. The Vice President shall have such other powers and duties as may
from time to time be assigned by the Board of Directors or by the President.
Section 5.5 The Secretary — The Secretary must be a resident and a citizen of the Philippines.
The Secretary shall be the custodian of and shall maintain the corporate books and records and
shall be the recorder of the corporation’s formal actions and transactions.
In addition, the Secretary shall have the following specific powers and duties:
. a) Torecordorseetotheproperrecordingoftheminutesandtransactions of all meetings of the
directors and the stockholders and to maintain minute books of such meetings in the form
and manner required by law;
. b) 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 a 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 are proper to
conduct the election;
. c) To certify to such corporate acts, countersign corporate documents or certificates, and
make reports or statements as may be required of him/her by law or by government rules
and regulations;
. d) To perform such other duties as are incident to his/her office or as may be assigned to
him/her by the Board of Directors.
. e) To keep or cause to be kept record books showing the details required by law with
respect to the stock certificates of the corporation, including
7
ledgers and transfer books showing all shares of the corporation
subscribed, issued and transferred; and f) To keep the corporate seal and affix it to all papers and
documents
requiring a seal, and to attest by his/her signature on all corporate documents requiring the same.
Section 5.6 The Treasurer — The Treasurer of the corporation must be a resident of the
Philippines and shall have the following duties:
. a) To have custody of, and be responsible for, all the funds, securities and bonds of the
corporation;
. b) To keep full and accurate accounts of receipts and disbursements in the books of the
corporation;
. c) To render an annual statement showing the financial condition of the corporation and
such other financial reports as the Board of Directors, or the President may, from time to
time require;
. d) To exercise such powers and perform such duties and functions as may be assigned to
him/her by the President.
. e) To prepare such financial reports, statements, certifications and other documents
which may, from time to time, be required by government rules and regulations and to
submit the same to the proper governmental agencies; and
. f) To deposit in the name and to the credit of the corporation, in such bank 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/her control.
Section 5.7 Term of Office — The term of office of all officers shall be for a period of one (1)
year and, thereafter, until their successors are duly elected and qualified. Such officers may,
however, be sooner removed for cause.
Section 5.8 Vacancies — If any position of the officers becomes vacant by reason of death,
resignation, disqualification or for any other cause, the Board of Directors, by majority vote may
elect a successor who shall hold office for the unexpired term.

ARTICLE VI RESIGNATION AND VACANCIES

Section 6.1 Any director may resign at any time upon written notice or by electronic
transmission to the chairman of the Board, with a copy to the secretary of the corporation.
Subject to the rights of the holders of any series of Preferred Stock of the corporation then
outstanding and unless the Board otherwise determines, newly created directorships resulting
from any increase in the authorized number of directors, or any vacancies on the Board resulting
from the death,
8
resignation, retirement, disqualification, removal from office or other cause shall, unless
otherwise required by law, be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board, or by a sole remaining
director.
When one or more directors resigns and the resignation is effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office as provided in this section in the
filling of other vacancies.
 ARTICLE VII AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS

Section 7.1 External Auditor — At the regular stockholders’ meeting, the external auditor of the
corporation for the ensuing year shall be appointed. The external auditor shall examine, verify
and report on the earnings and expenses of the corporation.
Section 7.2 Fiscal Year — The fiscal year of the corporation shall begin on the first day of
January and end on the last day of December of each year.
Section 7.3 Dividends — Dividends 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 times as the
Board of Directors may determine and in accordance with law and applicable rules and
regulations.

ARTICLE VIII CORPORATE SEAL

Section 8.1 Form and Inscriptions — The corporate seal shall be determined by the Board of
Directors.
ARTICLE IX ANNUAL STATEMENT

Section 9.1 The President and Board of Directors shall present at each annual meeting a full and
complete statement of the business and affairs of the corporation for the preceding year. Such
statement shall be prepared and presented in whatever manner the Board of Directors shall deem
advisable and need not be verified by a certified public accountant.
9
ARTICLE X AMENDMENTS

Section 10.1 These by-laws may be amended or repealed by the affirmative vote of at least a
majority of the Board of Directors and the stockholders representing a majority of the
outstanding capital stock at any stockholders’ meeting called for the purpose. However, the
power to amend, modify, repeal or adopt new by-laws may be delegated to the Board of
Directors by the affirmative vote of stockholders representing not less than two-thirds of the
outstanding capital stock; Provided, however, that any such delegation of powers to the Board of
Directors to amend, repeal or adopt new by-laws may be revoked only by the vote of
stockholders representing a majority of the outstanding capital stock at a regular or special
meeting.
IN WITNESS WHEREOF, we, the undersigned stockholders have adopted the foregoing by-
laws and hereunto affixed our signatures this day of September 2023 at Valenzuela, Philippines.
_______________________
Marlenita Tabuchi

_______________________
Janethsky Domigps