REPUBLIC OF THE PHILIPPINESSECURITIES AND EXCHANGE COMMISSION

SEC Building, EDSA, GreenhillsCity of Mandaluyong, Metro Manila

COMPANY REG. NO, 60565

CERTIFICATE OF FILINGOF

AMENDED ARTICLES OF INCORPORATION

KNOW ALL PERSONS BY THESE PRESENTS:

This is to certify that the amended articles of incorporation of the

FERDI}TAND_8. SALESDirector

Company Regiskation and Monitoring Department

CENTURY PROPERTIES GROUP INC.(Amending Articles III & V thereof.)

copy annexed adopted on December 17 & 18,2O14 &May 19,2015 by maiority vote of theBoard of Directors and on June 22, 201,5 by the vote of the stockholders owning orrepresenting at least two-thirds of the outstanding capital stock, and certified under oathby the Corporate secretary and a naiority of the Board of Directors of the corporationwas approved by the Cornmission on this date pursuant to the provision of section 16 ofthe Corporation Code of the Philippines, Batas pambansa Blg. 6g, approved on May 1,1980, and copies thereof are filed with the Commiseion.

Unless this corporation obtains or already has obtained the appropriate SecondaryLicense from this commission, this certificate does not authorize it to undertake businessactivities requiring a secondary License from this commission such as, but not limit€d toacting as: broker or dealq in securities, government securities eligible dealer (GSED),investment adviser of an investment company, close-end or open-end investmentcompany, investment house, transfer agent, commodity/inancial futuresexchang{broker/merchant, financing company and time sharey'crub sharey'membershipcertificates issuers or selling agents thereof. Neither does this certificate constitute a-spermit to undertake activities for which other government agencies require a license orpermit.

IN WTNESS WHEREOL I have set my hand and caused the seal of thisCommission _to bg gffixed to this Certificate at Mandaluyong city, Metro Manila,Philippines, this /9fa day of February, Twenty Sixteen.

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AMENDED ARTICLES OF INCORPORATION

OF

CENTURY PROPERTIES GROUP INC(Formerly: EAST ASIA POWER RESOURCES CORPORATION)

(As amended by the Board of Directors on August 17, 201 I andStockholders on September 26, 201 l)

KNOW ALL MEN BY THESE PRESENTS:

THAT WE, all whom are of legal age, citizens and residents of the Philippineshave this day voluntarily associated ourselves for the purpose of forming a corporationunder the laws ofthe Republic ofthe Philippines.

AND WE HEREBY CERTIFY:

F'IRST: That the names of the comoration shall be:

CENTARY PROPERTIES GROUP INC(Formerly: EAST ASIA POWER RESOURCES CORPORATION)(As amended by the Board of Directors on August 17, 201 I and

Stockholders on September 26, 201 l)

SECOND: That the purposes for which the corporation is formed are:

PRIMARY PURPOSE

To secure by purchase, lease, option or otherwise and to invest, own,improve, develop, subdivide, operate, manage any real estate and otherproperties so acquired; to erect or cause to be erected on any land owned,held or occupied by the Corporation, any housing or condominium project,building or other structures with their appurtenances and to mortgage orsell any housing or condominium units, rooms or parts of the buildings orstructures at anltime held, owned or developed by the Corporation; toengage in real estate business; to invest in, hold, own, purchase, acquire,lease, contract, operate, improve, develop, manage, grant, sell, exchange,or otherwise dispose of properties of every kind and description,including shares of stock, bonds, and other securities or evidence ofindebtedness of any other corporation, association, form, or entity,domestic or foreign, where necessary or appropriate, and to possess andexercise in respect thereof all the rights, powers and privileges of

ownership, including all voting powers of any stock so owned; providedthat the Corporation will not engage in the business of being abroker/dealer in securities, transfer agent, commodity/financial futuresexchange/ broker/ merchant, investment house, and an investmentcompany adviser/mutual fund distributor of any investmentcompany/mutual fund company.'

SECONDARY PURPOSE

l. To purchase, acquire, own, lease, sell and convey real propertiessuch as lands, buildings, factories and warehouses and machineries,equipments and other personal properties as may be necessary orincidental to the conduct of the corporate business, and to pay in cash,shares of its capital stock, debentures and other evidences of indebtedness,or other securities, as may be deemed expedient, for any business orproperty acquired by the corporation.

2. To borrow or raise money, necessary to meet the financialrequirements of its business by the issuance of bonds, promissory notesand other evidences of indebtedness, and to secure the repayment thereofby mortgage, pledge, deed of trust or lien upon the properties of thecorporation or to issue, pursuant to law, shares of its capital stock,debentures and other evidences of indebtedness in payment for propertiesacquired by the corporation or money borrowed in the prosecution of itslawful business.

3. Subject to existing laws, to organize and promote or assist inestablishing, organizing and promoting real estate and industrialenterprises; to acquire, construct, erect, lease and operate plants, factorysites and the machineries and equipment required for the operation of suchenterprises and generally, to own, manage, and/or administer lands,buildings, businesses of any kind, properties whether real or personal,without necessarily engaging in real estate subdivision business andwithout however, managing the funds and securities portfolio thereof, andto construct and sell real property, as owners or as agents, representativesor attomey-in-fact of owners thereof.

4. To invest and deal with the money and properties of thecorporation in such manner as may from time to time be considered wiseor expedient for the advancement of its interests and to sell, dispose of ortransfer the business, properties and goodwill of the corporation or anypart thereof for such consideration and under such terms as it shall see fitto accept.

10.

5. To aid in any manner any corporation, association, or trust estate,domestic or foreign, or any firm or individual, in which any shares ofstocks or any bonds, debentures, notes, securities, evidences ofindebtedness, contracts, or obligations of which are held by or for thiscorporation, directly or indirectly or through other corporate or otherwise.

6. To enter into any lawful anangement for sharing profits, union orinterests, utilization or farm out agreement, reciprocal concession orcooperation, with any corporation, association, partnership, syndicate,entity, person or govemmental, municipal or public authority, domestic orforeign, in the canying on of any business or transaction deemednecessary, convenient or incidental to carrying out any of the purposes ofthis corporation.

7. To acquire or obtain from any govemmental or public authority,national, provincial, municipal or otherwise, or any corporation, companyor partnership or person such charter, contracts, franchise, privileges,exemption, licenses and concessions as may be conducive to any oflheobjects of the corporation.

8. _ To establish and operate one of more branches, offices or agenciesand to carry on any or all of its operations and business without anyrestrictions as to place or amount including the right to hold, purchase oiotherwise acquire, lease, mortgage, pledge and convey or otherwise dealin with real and personal property anywhere within the philippines.

9. To conduct and transact any and all lawful activities, and to do orcause to be done any one or more ofthe acts and things herein set forth asits purposes, within or without the philippines, and in any and all foreigncountries and to do everything necessary desirable or incidental to theaccomplishment of the purposes or the exercise of any one or more of thepowers herein enumerated, or which shall at anyime appear conducive toor expedient for the protection or benefit of this corporati on. (As amendedby the Board of Direclors on August 17, 201 I and Stockhitders on Seprember 26.20r t)

To guarantee and secure, for and in behalf of the corporation, loans.obligations and other colporation or entities in whicl it has lawfulinterest" (As amended by the Board of Directors on April 04, 2014 andStockholders on Julv 23. 2014)

THIRD: That the place where the principal office of the corporation.is to be located shall be il 21lF Pacific Star Buildine. Sen. Gil Puyat comer MakatiAvenue. Makati Citv. but it may establish branches in some foreiqn countries.(" copy annexed adopted on December 17,2014 by majority vote of the Board ofDirectors of the Company, by the written assent of the stockholders owning orrepresenting at least two-thirds of the outstanding capital stock dated December18, 2014, and duly ratiJied by the stockholders of the Company during its annualshareholders' meeting on June 22, 2015, certified under oath by the CorporateSecretary and a majority of the Board of Directors of the corporation was approvedby the Commission on the date pursuant to the provision of Section 16 of theCorporation Code ofthe Philippines, Batas Pambansa Blg. 58, approved on May l,1980 and copies thereof are fled v)ith the Commission. ")

FOURTH: That the names, nationalities and residences of the incomorators ofsaid corDoration are as follows

Names

1. Antonio Umali

2. Loma R. Montilla

3. Jose C. Montilla

4. Dolores B. Lectura

5. Alfredo B. Grafil

Names

1. Antonio Umali

2. Loma R. Montilla

6. Eulogio D. Polistico Filipino -same-

7 . Eiinda Zalamea Filipino 933 Padilla Street, San Miguel Manila

FIFTH: That the number of the directors of said corporation shall be Ten(10) (As amended by the Board of Directors on May 19, 2015 and opproved by theMajority Stockholders of CPGI on June 22, 2015) and that the names and residence ofthe directors of the corporation who are to serve until their successors are elected andqualified as provided by the byJaws are the following:

Nationalitv Residences

Filipino R-406 Manila Hilton

Filipino 65-.4' Height Street, Mandaluyong Rizal

Filipino 1 125 Craig Street, Sampaloc, Manila

Filipino 1629 F. Jacobo Fajardo St., Sampaloc,Manila

Filipino Rm. 416 Rojas Center C.M. Recto Manila

Nationality Residences

Filipino R-406 Manila Hilton

Filipino 65-4' Height Street, Mandaluyong Rizal

3. Jose C. Montilla

4. Dolores B. Lectura

5. Alfredo B. Grafil

Filipino

Filipino

Filipino

I 125 Craig Street, Sampaloc, Manila

1629 F. Jacobo Fajardo St., Sampaloc,Manila

Rm. 416 Rojas Center C.M. Recto Manila

6. Eulogio D. Polistico Filipino -same-

7. Erlinda Zalamea Filipino 933 Padilla Street, San Miguel Manila

SIXTH: That the capital stock of said corporation is NINE BILLIONFIVE HUNDRED FORTY MILLION PESOS (P9,540,000,000.00), and said capital isdivided into EIGHTEEN BILLION (18,000,000,000) common shares of the par valueof (PHP0.53.) each. (As amended by the Board of Directors on June 23, 2014 and Stockholderson July 23, 2014)

No holder of any Class of stock shall, because of his ownership of such stock,have a pre-emptive or other right to purchase, subscribe for or take any part of any stockor of any other securities convertible into or carrying options or warrants to purchasestock of the Corporation, whether out of the unissued authorized capital stock of anyfailure increases thereof. Any part of such stock or other securities may at any time beissued, optioned for sale, and sold or disposed of by the Corporation pursuant toresolution of its Board of Directors, to such persons and upon such terms as the Boardmay deem proper, without first offering such stock or securities or any part thereof toexisting stockholders, these restrictions shall be indicated in the stock certificates to beissued by the Corporation.

SEVENTH: That the amount of said capital stock which has been actuallysubscribed is FOUR HUNDRED FIFTY MILLION (450,000,000) SHARES worthFOUR MILLION FIVE HUNDRED THOUSAND (4,500,000.00) PESOS, PhilippineCunency, and ONE HUNDRED FIFTY MILLION SHARES worth and ONE MILLIONFIVE HUNDRED THOUSAND (P1,500,000.00) PESOS was paid up by the followingpersons:

Names No. of Shares Amount AmountSubscribed Subscribed Paid

1. Antonio M. Umali 150,000,000 P1,500,000.00 P450,000.002. Lorna R. Montilla 45,000,000 450,000.00 150,000.003. Jose C. Montilla 145,000,000 1,450,000.00 425,000.004. Dolores B. Lectura 83,000,000 830,000.00 265,000.005. Alfredo D. Grafil 23,000,000 230,000.00 65,000.006. Eulogio D. Polistico 10,000,000 100,000.00 30,000.007. Erlinda Zalamea 44,000,000 440,000.00 115,000.00

EIGHTH: That the term of this corporation shall be FIFTY (50) Years from date ofregistration of this Articles of Incorporation

NINTH: That no transfer of stocks or interest which will reduce theownership of Filipino citizens to less than the required percentage of capital stock shallbe allowed or permitted to be recorded in the proper books of the corporation. Thisrestriction shall be indicated in the stock certificates.

TENTH: That MITSUO M. UMALI, has been elected by the subscribers asTreasurer of the Corporation to serve as such until his successor is duly elected andqualified in accordance with the by-laws, and that as such treasurer, he has beenauthorized to receive for the corporation and to receive in its name all subscription paidin by said subscribers.

IN WITNESS WHEREOF, We have hereunto set our hands this l7s day ofFebruary, 1975 at Manila, Philippines.

(SGD.) ANTONIO M, UMALITAN-3713-s6l-3

(SGD.) JOSE G, MONTILLATN.I-4446-275-2

(SGD.) ALFREDO B. GRAFILTAN-3087-063-8

(SGD.) CLARITA JARLEGO

(SGD.) LORNA M. MONTILLATAN-l 588-033-9

(SGD.) DOLORES B. LECTURATAN-3924-s7l-7

(sGD.) EULOGIO D. POLTSTTCOTAN-1457-635-9

(SCD,) ERLINDA ZALAMEATAN-3523-648-8

(SGD.) F.A, LACPAS

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)CITY OF MANILA )S.S.

BEFORE ME, a Notary Public, for and in the City of Manila, personally appearedthe following:

Antonio M. Umali A-64689 Jan. 6, 1975 ManilaLomaR. Montilla A-07040261 Nov. 14, 1974 Mand. RizalJose C. Montilla A-3804477 Jan.4,1974 Quezon CityDolores B. Lectura A-432043 Jan.20.1974 ManilaEulogio D. Polistico A-1014554 Jan.2, 1975 ManilaErlinda Zalamea A432020 Jan. 13. 1975 Manila

all known to me to be the same persons who executed the foregoing Articles ofIncorporation consisting of five(5) pages including this page on which theacknowledgment is written and all acknowledged to me that the same is their free andvoluntary act and deed.

WITNESS MY HAND AND NOTARIAL SEAL this I7O dav of Februarv 1975at the olace above-mentioned.

(SGD,) JUSTO AGTARAPNotary Public

Until December 31. 1975PTRNo. 151661

Doc. No. 335;PageNo. 67;BookNo. )O(VII;Series of 1975.

SECR.ETARY'S CERTIFICATE

I, CARLOS BENEDICT K. RIVILLA IV, of legal age and with office addressat 2l sr Floor, Pacific Star Building, Sen. Gil Puyat cor. Makati Avenue, Makati City,certify that I am the duly elected, qualified Assistant Corporate Secretary ofCENTURY PROPERTIES GROUP INC. (CPGI) and Corporate Secretary ofCENTURY PROPERTIES INC. (CPI), a corporation duly organized and existingunder the laws of the Philippines (the "Corporation"), and that the following is a rruecopy of the resolution duly adopted by the Botrd of Directors ol the Compnny on December17, 2014and wrilten assent of the shareholders of Century Prope ies, Inc. on December j,8,

2014 which has been raliJied by the stockholders olthe Company on June 22,2015 asfollows:

A. Amend Third Article under the Amended Articles of lncorporation and the ArticleI Section I ofthe By-Laws ofCentury Properties Group Inc. to read as follows:

Articles of Incorporation

(i)THIRD: That the place where the principal office of thecorporation, is to be located shall be at the 2llF Pacific StarBuilding, Sen. Gil Puyat comer Makati Avenue, MakatiCity, but it may establish branches in some foreigncountries.

BY-LAWS

(ii) ARTICLE I Office - The principal office of theCorporation shall be located at the 2lst Floor, pacihc StarBuilding, Sen Gil Puyat Avenue comer Makati Avenue,Metro Manila, Philippines. The Corporation may haveoffices at such other places of business in the philippines orin foreign countries as the Board may, from time to time,designate.

Upon motions duly seconded, the foltowing resolutions as resolved by the Board ofDirectors during its 17 December 2014 Special Board Meeting was approved and ratifiedby the Stockholders present in person or by proxy owning at least two thirds (2/3) oftheoutstanding capital stock of the Corporation:

"RESOLVED that the Board of Directors of CenturyProperties Group Inc. hereby approves the amendments ofthe Third Article under the Amended Articles ofIncorporation and the Article I Section I ofthe By-Laws ofCentury Properties Group Inc. to read as follows:

(i)THIRD: That the place where the principal office of thecorporation, is to be located shall be at the 21lF Pacific StarBuilding, Sen. Gil Puyat comer Makati Avenue, MakatiCity, but it may establish branches in some foreigncountriss.

(ii) ARTICLE I Offrce - The principal office of theCorporation shall be located at the 21st Floor, Pacific StarBuilding, Sen Gil Puyat Avenue corner Makati Avenue,Metro Manila, Philippines. The Corporation may haveoffices at such other places ofbusiness in the Philippines orin foreign countries as the Board may, from time to time,designate.

'RESOLVED FURTHERMORE, That the Chairman, thePresident, the Treasurer, the Corporate Secretary and anyother officer ofthe corporation designated by the President,are hereby directed and authorized to file the necessaryapplication for the amendment to the Articles ofIncorporation and By-Laws, execute and deliver suchcertificates and other documents relative thereto, and to doall other acts and things necessary, proper or convenient togive effect to the foregoing authorizations. "

B. Ratify the acts and resolutions approved during the Joint Special ShareholdersMeeting of Century Properties Inc. (CPl) and its Board of Directors, being themajority shareholder of CENTURY PROPERTIES GROUP INC. (CPGI) held onDecember 18,2014 at the principal office of the Corporation by a majority voteand the majority stockholders of the corporation's outstanding capital stock, asfollows:

1. Consent and approval for the amendment ofthe Articles ofIncorporation of Century Properties Group Inc. amendingArticle Three to state the specific corporate address of thecorporation as follows:

THIRD: That the place where the princioal office of thecorporation" is to be located shall be in 2llF Pacific StarBuilding. Sen. Gil Pu),at comer Makati Avenue. Makati

countries.

Consent and approval of the resolutions for the amendmentof Article I of the By-Laws of Century Properties GroupInc. to state the specific corporate address of thecomoration:

2.

"RESOLVED, to approve the amendment of Article I of the By-Laws of Century Properties Group Inc. (the "Corporation"), soas to read as follows:

Article IOffice

The principal office of the Corporation shall be located at the21st Floor. Pacific Star Building. Senator Gil Puvat Avenue

or in loreign countries as the Board mav. from time to time.desiqnate.

"RESOLVED FURTHER, to approve the amendment of thefirst page of the ByJaws of the Corporation to reflect thechange of address to its present location at the 2lst Floor,Pacific Star Building, Senator Gil Puyat Avenue comer MakatiAvenue, Makati City.

"RESOLVED FINALLY, that rhe proper officers of theCorporation are hereby authorized and directed to execute andfile the proper certificates of the proceedings of this meeting, toexecute, sign, and file any and all documents which may berequired by the Securities and Exchange Commission,Philippine Stock Exchange. and other government agencies andto do all actions and things as may be necessary to comply withthe provisions of the Corporation Code of the philippines,Securities Regulation Code and other regulations relating to thesubject matter of this resolution."

Upon motions duly seconded, the aforesaid resolutions as resolved by cpl and thecompany's Board of Directors during its 18 December 2014 at the Joint SpecialShareholders Meeting of century Properties Inc. (cpl) and its Board of Directors. beingthe majoritv shareholder of GENTURY pRopERTIES GRoup INC. (cpGI) waiapproved and ratified by the Stockholders present in person or by proxy owning at leasttwo thirds (2/3) ofthe outstanding capital stock ofthe Corporation.

C. Amend the Fifth Article to increase the number of directors of the corporationfrom nine (9) to ten (10), to read as follows:

Upon motions duly seconded, the following resolutions as resolved by the Board ofDirectors during its 19 May 2015 Special Board Meeting was approved and ratified bythe Stockholders present in person or by proxy owning at least two thirds (2/3) of the

outstanding capital stock ofthe corporation:

"RESOLVED that the Board of Directors of Century PropertiesGroup lnc. hereby approves the amendments of the Fifth Articleunder the Amended Articles of Incorporation of CenturyProperties Group Inc. to read as follows:

"RESOLVED, to approve the amendment of the Fifth Articleof the Amended Articles of Incorporation of CenturyProperties Group Inc. (the "Corporation"), so as to read as

follows:

FIFTH: That the number of the directors of said corporationshall be ten (10\ (As amended bv the Board of Directors on Mav19, 2015 and aooroved bv the Maioritv Stockholders of CPGIon June 22,2015)

"RESOLVED FURTHER, that the proper officers of theCorporation are hereby authorized and directed to execute andfile the proper certificates of the proceedings of this meeting, toexecute, sign, and file any and all documents which may berequired by the Securities and Exchange Commission, PhilippineStock Exchange, and other govenment agencies and to do allactions and things as may be necessary to comply with theprovisions of the Corporation Code of the Philippines, SecuritiesRegulation Code and other regulations relating to the subjectmatter of this resolution

"RESOLVED FINALLY", that a copy of this resolution befurnished the entity concerned".

Makati City,

BENEDICT K. RTVILLA IV

REPUBLIC OF TIIE PHILIPPINES )MAKATICITY ) s.s.

SUBscRIBED AND SwORN To before r. rltir -JUb,

lf&uilDots, um-,exhibiting to me his TIN Number 167-589-322 issued at Makati City

Doc. No.P4ge No.Book No.Series of

Uhdt Dlccmb€r 31 2Ot5

lll;;lSlifilSt#llilffi

I, CARLOS BENEDICT K. RMLLA IV, of legal age, single, with offrceaddress at 21" Floor Pacific Star Building, Sen. Gil Puyat comer Makati Avenue, MakatiCity being duly swom, depose and state that:

Republic of the Philippines.lCity of Makati )S.S.

SECRETARY'S CERTIFICATE

2.

3.

I am the duly elected and qualified Assistant Corporate Secretary of CENTURyPROPERTIES GROUP, INC. (the "Corporation"), a corporation duly organizedand existing.under and by virtue of the Republic ofthe Philippines, with principalolfice at 21't Floor Pacific Star Building, Sen. Gil Puyat comer Makati Avenue,Makati City.

To the best of my knowledge, no action or proceeding has been filed or is pendingbefore any Court involving an intra-corporate dispute and/or claim by any personor group against the Board of Directors, individual directors and/or majorcorporate officers of the Corporation as its duly elected and,/or appointed directorsor officers or vice versa.

That the undersigned is executing this certification in line with the Corporation'sapplication for the Amendment ofthe principal address of the corporation.

Makati City, day of June. 2015.

l.

SUBSCRJBED AND SWORN T0 before meMakati City, Philippines, affiant exhibiting to me her589-322-000 issued by the Bureau of Intemal Revenue.

Doc. No. [r. ;Page No. ?4 :

Book No. -ySX ;

Jefles oI lu I 5-

BENEDICT K. RIVILLA IV

on this -]:ubaf"l.reqE 2015, inTax Identification Number 167-

J jrill Oecember 31, 20i5'!l .;r:. 42334i9 / 01..0it.14 / Mrklti city:t !.;D.9ti.j91 ! a-r.a7.14 / Zsnbales

iIIiE S. EDUVANEPublic for h4akati eity

rr!u^' I rrJ aN0 t

DIRECTORS CERTIFICATE

OF

CENTURY PROPERTIES GROUP INC.

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned, being at least the majority shareholders of CENTURyPROPERTIES GROUP INC. (the "Corporation"), a corporation organized and exisringunder the laws ofthe Philippines do hereby certify that:

l. At the Annual Stockholders Meeting of Century properties Croup, lnc. (CpGI)held on June 22,20'15, the following resolutions were ratified and approved by a majorityvote of the stockholders of the corporation:

A. Amend rhird Article under the Amended Articles of lncorporation and the AnicleI Section I of the By-Laws ofCentury Properties Group lnc. to read as follows:

Articles of Incorporation

(i)THIRD: That the place where the principal office of thecorporation, is to be located shall be at the 2llF pacific StarBuilding, Sen. Gil Puyat corner Makati Avenue, MakatiCity, but it may establish branches in some foreigncountries.

By-Laws

(ii) ARTICLE I Office - The principal office of theCorporation shall be located at the 2lst Floor, pacific StarBuilding, Sen Gil Puyat Avenue comer Makati Avenue,Metro Manila, philippines. The Corporation may haveoffices at such other places ofbusiness in the philippines orin foreign countries as the Board may, from time to time,designate.

Upon motions duly seconded, the following resolutions by the Board of Directors duringits 17 December 2014 Special Board Meeting were approved and ratilied by thIStockholders present in person or by proxy owning at i.urt t*o thirds (2/3) ;f theoutstanding capital stock ofthe Corporation:

"RESOLVED that the Board of Directors of CenturyProperties Group Inc. hereby approves the amendments ofthe Third Article under the Amended Articles ofIncorporation and the Article I Section I of the By_Laws ofCentury Properties Group Inc. to read as follows:

(i)THIRD: That the place where the principal office of thecorporation, is to be located shall be at the 2llF pacific StarBuilding, Sen. Gil Puyat corner Makati Avenue, MakatiCity, but it may establish branches in some foreiencountries.

(ii) ARTICLE I Office - The principal office of theCorporation shall be located at the 2lst Floor. pacific StarBuilding, Sen Gil Puyat Avenue corner Makati Avenue,Metro Manila, Philippines. The Corporation may haveoffices at such other places ofbusiness in the philippines orin foreign countries as the Board may, from time to time,designate.

'RESOLVED FURTHERMORE, That the Chairman, thePresident, the Treasurer, the Corporate Secretary and anyother officer ofthe corporation designated by the president,are hereby directed and authorized to file the necessaryapplication for the amendment to the Articles ofIncorporation and By-Laws, execute and deliver suchcertificates and other documents relative thereto, and to doall other acts and things necessary, proper or convenient togive effect to the foregoing authorizations.',

B. Ratify the acts and resolutions approved during the Joint Special ShareholdersMeeting of Century Properties Inc. (Cpl) and its Board of Directors. beins themajority shareholder of cENTURy pRopERTIES GRoup INC. (cpGr) held onDecember l8' 2014 at the principal office of the corporation by a majority voteand the majority stockholders of the corporation's outstanding' capitai stock, asfollows:

L Consent and approval for the amendmenl ofthe Articles ofIncorporation of Century Properties Group lnc. amendrngArticle Three to state the specific corporate address of thecorporation as follows:

establish bfanches in some foreisn

2. Consent and approval of the resolutions for the amendmentof Article I of the By-Laws of Century properties GroupInc. to state the specific corporate address of thicorporation:

"RESOLVED, to approve the amendmenr of Article I of the By-Laws of Century Properties Group Inc. (the ,,Corporation,'),

soas to read as follows:

Article IOffice

*RESOLVED FURTHER, to approve the amendmenr of rhefirst page of the By-laws of the Corporation to reflect thechange of address to its present locatlon at the 2lst Floor.Pacific Star Building, Senator Gil puyat Avenue corner MakatiAvenue, Makati City.

"RESOLVED FINALLY, thar the proper officers of theCorporation are hereby authorized and directed to execute andfile the proper certiflcates of the proceedings of this meeting, toexecute, sign, and file any and all documents which mav berequired by the Securities and Exchange Commission,Philippine Stock Exchange, and other government agencies andto do all actions and things as may be necessary to comply withthe provisions of the Corporation Code of the phiiijpines,Securities Regulation Code and other regulations relating io thesubject matter of this resolution."

Upon motions duly seconded, the aforesaid resolutions as resolved by Cpr and thecompany's Board of Directors during its lg December 2014 at the Joint Specialshareholders Meering of century properties rnc. (cpr) and its Board oi Di*"i;.r, !.1;;the majoritv shareholder of GENTURy pRopERTIES GRoup INc. lcrci; wa!approved and ratified by the Stockholders present in person or by proxy owning at leasttwo thirds (2/3) of the outstanding capital stock of the'Comorarron.

c. Amend the Fifth Article to increase the number of directors of the corporationfrom nine (9) to ten (10). to read as follows:

FIFTH: That the number of the directors of said corporationshall be Ien (10) (As amended bv the Boad of Directors on

CPGI on June 22, 2015)

Upon motions duly seconded, the following resolutions as resolved by the Board ofDirectors during its 19 May 2015 Special Board Meeting was approved and ratified bythe Stockholders present in person or by proxy owning at least two thirds (2/3) of theoutstanding capital stock ofthe Corporation:

"RESOLVED that the Board of Directors of Century propertiesGroup Inc. hereby approves the amendments of the Fifth Articleunder the Amended Articles of Incorporation of Century.Properties Group Inc. to read as follows:

"RESOLVED, to approve rhe amendment of the Fifth Articleof the Amended Articles of Incorporation of CenturyProperties Group Inc. (the "Corporation"). so as to read asfollows:

"RESOLVED FURTHER, that rhe proper officers of theCorporation are hereby authorized and directed to execute andfile the proper certificates of the proceedings of this meeting. toexecute, sign, and file any and all documents which mav berequired by the Securities and Exchange C.ommission. philippineStock Exchange, and other government agencies and to do allactions and things as may be necessary to comply with theprovisions of the Corporation Code of the philippines. SecuritiesRegulation Code and other regulations relating to the subjectmatter of this resolution

"RESOLVED FINALLY", that a copy of this resolution befurnished the entity concemed".

2. Attached hereto are true and correct copies of the Amended Articles o1'

Incorporation and By-Laws ofthe Corporation incorporating the said amendments.

IN WITNESS WHEREOF, the undersigned directors, stockholders,Secretary of the Meeting have hereunto set their hands this

at Makati City, Philippines.

BENEDICT K. RIVILLA IV

Chairman andday of

t,

Stockholders and Board of DirectorsTIN: I l0-083-819

Q,* b* l'WJOSE MARCO R. ANTONIO

Director /StockholderTIN: 161-426-133

CONSTRUCTION @RPOW{TIONBY: RAFAEL G.YAPTINCHAY

For Himself as Director andreDresentative of Triventures

Secrgtary ofthe Meeting of theStockholders and Board of Directors

.TIN: l0l-732-451

IJOSE CA

CORPORATIONBY: RICARDO P.CUERVA

For Himself as Director andrepresentative of Pine Hill

TIN: 122-996-808

SE E.B. ANTONIOan of the Meeting of the

O R, ANTONIOpirect r/ Stockholder

196-835-91 7

PINE HILL CONS1RUCTION

TIN:106-957-132

R R. ANTONIOtockholder

ROBERTO R. ANTONIOStockholder

106-957-132

t.

l^, tzs s zr vt /

suBscRIBED AND SWORN TO BEFORE ME, a Notary Public for and in the city ofMakati, Philippines, Slb -L[t{ff& of June,2015' affiants who are personally known to

me and whosildentity I-have confirmed through their valid identification as follows:

Passport/SSS/Dfiver's Place and Date oflssueName

Jose E.B. Antonio

Carlos Benedict K. Rivilla, IV

Jose Marco R. Antonio

Ricardo P. Cuerva

Rafael G. YaptinchaY

Jose Carlo R. Antonio

John Victor R. Antonio

Jose Roberto R. Antonio

Jose L. Cuisia, Jr.

Stephen T. Cuunjieng

Carlos C. Ejercito

License No.

8C1534055

EB8478393

88t962944

N l7-66-023 558

Senior Citizen ID 46919

E875668464

886584748

F,B6428737

Independent Director

DFA Mla/06.04.2014

DFA Mla/06.25.2013

DFAMIal02.23.2011

LTO QuezonCitylll.28.20l4

Office of Senior CitizensAffairs,

Muntinlupa/1 0.07. l0

DFA M1a/03.06.2013

DFA Mla/I0.17.2012

DF AMlal09.27.Z0l2

Doc. No. 43S;PageNo. 88 ;BookNo. KXSeries of20f5.

Df-ao/f3/ DrA /{h ot-q \ail

bftyVyacl rS2. 2fVttr. l'& 7 >arS

Public for MakatrCityAppointrnent No. ti4-?02

Uniil December 31, 20i5pTR No.42!1439 / 01.08.14 / MakatiCity

t33 No. 9527921Ol.C?.14 | Zambsles

t,

RLOS g. EJERCITOIndeoerident Ditectorrw: '1f,7 .7:11- Ar,3

Republlc ot the PhlllppinesDeDanment of Finance

Securlties and Exchange CommisslonSEC Building, EDSA, Greenhills, Mandaluyong City

t.

t.

August 3, 2015

CETTURY PROPERTIES GROUP, INC,21"tFloor, Pacif ic Star BuildingGil Puyat Ave., Makati CitY

Attention: MR. JOSE E. B. ANTONIOPresident

Subiect: BEQUESTFORCOMMENT/RECOMMENDATION

Gentlemen:

This is in connection with your request for commenvor recoTlmendation relativo to your companys

afptication tor approval of its Amended Articles ot Incorporation and Amended By-laws, which

oartains to the incrsase in number ot dir€ctors from Nine (9) to ton (10)'

Wedonotinterposeanyobjectiontoyourapp|icationprovidedthatoncethsapplicationhas-b_eonliihed Current Report (SEC Form-17'C)

Jislfosing therein th'e Commission's approval of said amendment with the Commission's Central

n"""iui"6 and Records Division, within iive (5) days from the approval of the Amendod Articles of

lncorooration.

our Departmont, nonetheless defers lo the discretion of the commission's company Registration

and tvtonitoring 6ep"rtment (CRMD) considering that it has primary iurisdiction over registralion of

corporations ind partnerships in general, as well as amendments to Articles o[ Incorporation and

ay-'Laws. Furthermore, our comments or recommendations are limited merely..to this

O'"pjn "ntr

regulatory requirements and does not cover the substanc€ of the application with

respect to compliance with the Corporation Code of the Philippines.

This comment is without prejudice to the prerogativs of this Department to act later against.the

subject ontity, if warranted, to ensure full compliance with the. provisions of the Securiti?t

n"duf.tion iode, its implementing rules and r6gulations, .and other pertinent laws, rules,. Sreg-ulations, as may be necessary and applicable under the circumstanc€s'

JR.

a

Very truly yours,

AUTHORIZED REPRESENTATIVE,

-lol,rFf Y lretraoere necetwo