REPUBLIC OF THE PHILIPPINESSECURITIES AND EXCH,INGE COMMISSION

Ground Floor: Secretariat Building, PICCCity Of Pasay, Metro Manila

COMPANY REG. XOJ CE00002536

CERTIFICATEOFFILING

AMENDED ARTICLES OF INCORPORATIONOF

KNOW ALL PERSONS BY THESE PRESENTS

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

AB01TIZEQUITYVENTURESINC.(Amending A=rticles ll Primary Purpose, IV (term of existence) & Vll thereof)

copy annexed, adopted on March 06, 2029 by majority vote of the Board ofDirectors and on April 27, 2020 by the vote of the stockholders owning orrepresenting at least two-thirds of the outstanding capital stock, and certifiedunder oath by the Corporate Secretary and a [najority of the Board of Directors ofthe corporation was approved by the Commission on this date pursuant to theprovision of Section 15 of the Revised Corporation Code of the Philippines,Republic Act No. 11232, which took effect on February 23, 2019, and copies thereofare filed with the Commission.

gUnless this corporation obtains or already has obtained the appropriate

Secondary License from this Commission, this Certificate does not authorize it toundertake business activities requiring a Secondary License from this Commissionsuch as, but not limited to acting as: broker or dealer in securities, governmentsecurities eligible dealer (GSEI)), investment adviser of an investment company,close-end or. open-end investment company, investment house, transfer agent,commodity/financial futures exchangi#'brokel7lmerchant, financinglendingcompany and time shares/club shares/membership certificates issuers or sellingagents thereof; nor to operate a fiat money to virtual currency exchange.:Neitherdoes this Certificate constitute asjjpermit to undertake activities for which othergovernment agencies require a license or permit.

IN WITNESS WlllEREOF, I have set my hand and caused the seal of thisCommission to bg/..a£fi2ced" to this Certificategat Pasay City, Metro Manila,Philippines, this J\igl. of October, Twenty Twenty.

DANlELP.A.ssistaobi):rector

SO Order;M8 Series of 2018

BA/qba

/

COVER SHEETCOMPANY REGISTRATION AND MONITORING DEPARTMENT

Nature of Applcation

Amended Articles of Incorpoi

AMENDEDTO:New Company Name

Company's Email AddressCOMPANYINFORMATION

Company's Telephone Number/s

(02)8886-2800

Mobile Number

CONTACTPERSONINFORMATIONThe designated contact person My$! be a Director/trustee/Partner/Officer/ResidentAgent of the Corporation

Name of Contact Person Email Address Telephone Number/s

MAILENE M. DE LA TOR

Mobile Number

Contact Person's Address

NAC Tower, 32nd Street, Bonifacio Global City, Taguig City, Metro Manila

To be accomplished by CRMD Personnel

Date Signature

Assigned Processor

Document I.D

Received by Corporate Filing and Records Division (CFRD)

Forwarded to

Corporate and Partnership Registration Division

Green Lane Unit

Financial Analysis and Audit Division

Licensing Unit

Compliance Monitoring Division

N A C   T 0 W E R     3 2 N D   S T R E E T     B 0 N   F A C ! £       G L 0 B A L   C   T Y     T A G U   G   C   T Y                        

AMENDED ARTICLES OF INCORPORATION

OF

ABOITIZ EQUI'W VENTURES, INC.

IFormerly: CEBU PAN ASIAN HOLDINGS CORPORATION)(As amended on November 27, 1993)

KNOW ALL M EN BY THESE PRESENTS

That we, allof legalage, citizens and residents of the Republic of the Philippines, have this dayvoluntarily associated ourselves together for the purpose of forming a corporation under the laws ofthe Republic ofthe Philippines.

AND WE H EREBY CERTI FY

FIRST: That the name of the said corporation shallbe

ABOITIZ EQUi'W VENTURES, INC.

IFormerly: CEBU PAN ASIAN HOLDINGS CORPORATION)IAs amended on November 27, 1993)

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

PRIMARY PU RPOSE

To invest in, hold, own, purchase, acquire, lease, contract, operate, improve, develop,manage, grant, sell, exchange, or otherwise dispose of realand personalpraperties of every kind anddescription, including shares of stock, bonds, and other securities or evidence of indebtedness of anyother corporation, association, form, or entity, domestic or foreign, where necessary or appropriate,and to possess and exercise in respect thereof all the rights, powers and privileges of ownership,including allvoting powers of any stock so owned, without acting as, or engaging in, the business ofan investment company, or dealer or broker in securities, and to act as managers or managing agentsof persons, firms, associations, corporations, partnerships, and other entities; to providemanagement, investment and technical advise for commercial, industrial and other kinds ofenterprises; and to undertake, carry on, assist or participate in the promotion, organization,management, liquidation, or reorganization of corporations, partnerships and other entities..gDd.!gperform all acts necessarv and incidental to the furtherance of the foregoing primary pyrpQ$e.including. but without limitation. to guarantee and act as surety to its affiliated companies,subsidiaries. and associates. and to allow the creation of lien upon all or anv part of the propertiesand assets owned by the corporation, in order to meet the necessary financial requirements of its

businesses. as mBy be authorized belts Board of Directors."(As amended on August 30, 1994; furtheramended by the Board of Directors OQ Margjlj.2020 and the stockholders on April 27. 2020)

SECONDARY PURPOSES

1. To purchase, acquire, own, lease, sell and convey real properties such as lands, buildings,factories and warehouses and machineries, equipment and other personalproperties asmay be necessary or incidental to the conduct of the corporate business, and to pay in

l

M atthias G. MendezonaJulio M. AntunezCorona C.Fernan

filipinoFilipinoFilipino

No. 4 Fernandez Compound, Banawa, Cebu City

Ma. Luisa Estate Park, Banilad, Cebu CityRosanna Vil. Banawa, Cebu City

SEVENTH. That the authorized capital stock of said corporation is TENBILLION

IPIQ,000,000,000.00) PESOS, and said capitalstock is divided into:

l

2

Nine Billion Six Hundred Million (9,600,000,000j COMMON SHARES with a par value ofOne Peso (PI.00) per share;Four Hundred Million (400,000,000) PREFERRED SHARES with a par value of One PesoIPI.001 per share.(As amended by the stockholders on November 27, 1993, February 22,1994, June 25, 1994, May 13,].996 and further amended on July 21, 1999 by the writtenassent of the stockholders in accordance with Section 16 of the Corporation Code.)

PREFFERED shares shall be non-voting. non-cQDvertible. and $hqll 1lqyQ prqfQr90Sg Qygrcommon shares in case of jiqyidatj9D or dissolution of the corporthe Executive Committee is exnresslv authorized to issue preferred shares in one or more series,establish and designate each particular series QIPreferred shares. fix the numbeLotslt4[€!tqbgincluded in the series. and to determine the divide!!dlgle.!ss!!gprlfe. designations, relative rights,preferences, privileges and limitations of the preferred.fbalet.a11dZe! series of shares. Preferredshares Dav QLmQBoard of Directors or the Executive Committee

Upon redemption. preferred shares (whether unissued, issued and outslgDdDg.jDdydlDg..g!!existing treasurv shares) shall not be considered retired. but mQyje reissued under such terms andconditions as mav be determined by the Board of Directors or the Executive ColDHjltee. {As

No holder of shares of the capital stock of any class of the corporation shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of the corporationwhether now or hereafter authorized, other than such, if any, as the Board of Directors, in itsdiscretion, may from time to time determine and at such price as the Board of Directors may fromtime to time set.(As amended by the written assent of the stockholders in accordance with Section16 of the Corporation Code on July 21, 1999.)

EIGHTH. That the amount of said capital stock which has been actually subscribed is FiveMillion (P5,000,000.00) Pesos and the following persons have subscribed for the number of sharesand the amount of capitalstock indicated opposite their respective names:

Name

Alberto de RotaecheMariano G. Perdices, Jr.M atthias G. MendezonaJulio M. AntunezCorona C. Fernan

Total

CitizenshipFilipinofilipinofilipinoFilipinoFilipino

No ofShares

2,000,0001,500,000

500,000500,000500,000

5,000,000

Amount SubscribedP 2,000,000.00

1,500,000.00500,000.00500,000.00500,000.00

5,000,000.00

NINTH. That the following persons have paid on the shares of capital stock for which theyhave subscribed, the amount set out after their respective names:

4

NameAlberto de Rotaeche

Mariano G. Perdices, Jr.M atthias G. MendezonaJulio M. AntunezCorona C.Fernan

Total

Amount Paid

P 500,000.00375,000.00125,000.00125,000.00125,000.00

1,250,000.00

TENTH. That no issuance ortransfer of shares of stock of the corporation which would reducethe stack ownership of Filipino citizens to less than the minimum percentage of the outstanding capitalstock required by law to be owned by Filipino citizens shallbe allowed or permitted to be recorded inthe books of the corporation. This restriction shall be printed or indicated in all the certificates ofstock to be issued by the corporation.

ELEVENTH. That ALBERTO DE ROTAECHE has been elected by the subscribers as Treasurer of

the corporation to act as such until his/her successor is duly elected and shall have qualified inaccordance with the by-laws; and that, as such Treasurer, he/she has been authorized to receive for

the corporation, and to issue in its name receipts forallsubscriptions paid in by the subscribers.

N W ITNESS WHEREOF, we have hereunto set our hands this 6th day of September 1989 atCebu City, Philippines.

(SGD) ALBERTO DE ROTAECHE (SGD) MARIANO G. PERDICES, JR

(SGD) MA'nHIAS G. MENDEZONA (SGD) JULIO M. ANTUNEZ

(SGD) CORONA C.FERNAN

With my maritalconsent:(SGDI FRANCISO FERNANSIGNED IN THE PRESENCE OF

(SGD) C.S. CABILES (SGD) DANILO 1. MARTIN

ACKNOWLEDGM ENT

REPUBUC OF THE PHILIPPINES)

CITY OF CEBU )S.S

Before me, a Notary Public, in and for Cebu City, Philippines, this 6th day of September 1989,personally appeared:

NamesAlberto de Rotaeche

Mariano G. Perdices, Jr.

Matthias G. MendezonaJulio M. AntunezCorona C. Fernan

Res.Cert. No0597258505978512075282820599198605972643

Date/PlaceissuedCebu City-Feb.6/89Cebu City-Feb.20/89Cebu City-March 17/89Cebu City-Feb.28/89Cebu City-Feb. 17/89

all known to me and to me known to be the same persons who executed the foregoing Articles ofIncorporation and they acknowledged to me that the same is their free and voluntary act and deed.

IN WITNESS WHEREOF, Ihave hereunto set my hand and affixed my notarialsealon the dateand place first above written.

Doc. No. 309Page No. 63:Book No. 67=Series of 1989

(SGD) DELFIN H. DECIERDONOTARYPUBLIC

U ntil December 31, 1990PTR No.5632191ssued onJan. 3/89 at Cebu CityTAN-D2636-G0538-A-8

REPUBUC OF THE PHiUPPINESI

CITY OF CEBU )S.S

TREASU RER'S AFFIDAVIT

ALBERTO DE ROTAECHE, being first duly sworn, depose and state

That he was duly elected by the subscribers named in the foregoing Articles of Incorporationas Treasurer of the corporation to act as such untilhis successor has been duly elected and qualifiedin accordance with the By-laws of the corporation and as such Treasurer, he has been authorized bythe subscribers to receive forthe corporation allsubscriptions paid in by the su bscribers forthe capitalstock: that out of the authorized capitalstock, FIVE MILLION IP5,000,000.00jPESOS, has been actuallysubscribed and that of said subscription ONE MILLION TWO HUNDRED FIFTY THOUSAND PESOS

IPt,250,000.00) has been paid in cash to him forthe benefit and to the credit of the corporation; andthat at least twenty-five(25%) percent of the entire number of authorized shares of capitalstock hasbeen subscribed; and that at least twenty-five(25%) percent of such subscribed has been actually paidup to him for the benefit and to the credit of the corporation.

(SGD) ALBERTO DE ROTAECHETreasu re r-in-Tru st

SUBSCRIBED AND SWORN to before me this 7th day of September 1989 at the City of Cebu,Philippines; affiant having exhibited to me his Res. Cert. No. 05972585 issued at Cebu City on Feb. 16,1989

Doc. No. 312;Page No. 64;Book No. 47;Series of 1989.

(SGD) DELFIN H. DECIERDONOTARY PUBLIC

U ntil December 31, 1990PTR No.5632191ssued onJan.3/89 at Cebu CityTAN-D2636-G0538-A-8

REPUBLIC OFTHE PHILIPPINESSECURITIES AND EXCHANGE COMMISSION

G/F Secretariat Bldg, PICC ComplexRoxas Boulevard, Manila. 1307

COMPANY REGISTRATION AND MONITORING DEPARTMENT

C E R T I FI C A T I ON

This is to certify that based on the records of the Securities andExchange Commission, as of February 18 2020, ABOITIZ EQUI'TYVENTURES INC. with SEC No. CE00002536 has not been dissolved norhas this Commission received any information derogatory to said corporationthat would prevent it from exercising its primary franchise.

This Certification, however, does not constitute as waiver of any fine

or penalty for deficiencies in reportorial requirements due from, or mayhereafter be assessed against, the corporation nor does it preclude theinstitution of any action against the corporation for violation of any of theprovisions of the Corporation Code of the Philippines, the SecuritiesRegulation Code, and its implementing rules and regulations, and otherpertinent laws, rules and regulations implemented by the Commission.

In witness whereof, I have set my hand and caused the seal of thisCommission to be affixed to this certification at Secretariat BIDS.. PICCComplex, Roxas Blvd., Pasay City, Philippines this 1 9th of February, TwentyTwenty.

GERARDOF.DELROSARIODirector

V.PASCUAROS.S.O. Order Nt). 68 series of 2019

N ot valid without SEC seal

OR No. : 1891670Date : 2020-02-19Amount : P 530.00TRN No. : CRMD 2020-02-19-009

Printed Data:02/10/2020 to:3Q:53

aboitiz-::t oln'.S {H ' ;0 t'.(:+-l:; U.!Pq:=. Alq: C::K-...V.lq rl:\

DIRECTOR'SCERTIFICATE

We, the undersigned members of the Board of Directors and the Corporate Secretary of ABOITIZEQUITY VENTURES INC. (the "Company"), a corporation duly organized and existing under the laws ofthe Republic of the Philippines, with principal address at 32nd Street, Bonifacio Global City, TaguigCity, Metro Manila, Philippines, do hereby certify that:

(1) the amendments to the Company's Articles of Incorporation we approved in a SpecialBoard Meeting held on March 6, 2020, by the vote of at least a majority of the membersof the Board of Directors and by the stockholders representing at least 2/3 of the issuedand outstanding capital stock in the Company's Annual Stockholders' Meetings held onApril 27, 2020 in accordance with Section 15 of the Revised Corporation Code;

(2) the amendments to the Company's By-Laws were approved in a Special Board Meetingheld on March 6, 2020, by the vote of at least a majority of the members of the Board ofDirectors pursuant to the delegated authority approved and renewed by the stockholdersrepresenting at least 2/3 of the issued and outstanding capital stock in the Company'sAnnual Stockholders' Meetings held on May 18, 2009 and May 18, 2015 in Taguig City,respectively, and in accordance with Section 47 of the Revised Corporation Code;

(3) The amendments consist of the following

a) Articles Second, Fourth, and Seventh of the Amended Articles of Incorporation to: i)include in the Primary Purpose the power to act as guarantor or surety for the loansand obligations of its Affiliates and Associates; ii) amendthe corporate term toperpetualexistence; and iii) amend the features of the preferred shares; and

b) Sections 4, 5, and 6 Article I of theAmended By-Laws to allow the Company'sshareholders to vote through remote communication or in absentia, subject to therules and regulations that may be issued by the Securities and Exchange Commissionfrom time to time.

[SIGNATURE PAGE AS FOLLOWS]

Na.{ ]owtt. ]Znd S.fleet. Bonll c cl Glob.al City. T.a$.uiB 1634. Metro raanila. PhiliopinetTpl= la321} 8Bb 2a00 1fax: {63?} RR5 24hilwu'w.ahaihl.tom

T ll\l WiTNESSli WnEREOF, we have signed this certiHcate thl;jill ' 2 9 2020 in

CNKIQUE M. ABOITIZChairmanTIN: 131-507-931

SAI

g'M. ABOITIZ

:or/President and Chief Executive Officer131-S07-827

EDWiVK. BAUTISTADiredorTIN: 107-044-613

ldirt.ViTU

tnddpendent Director

TiN\jiS-930-076

M. LOn LLAIndependent DirectorTIN:ll0-834-846

MANUEL R. MALAK lilindent Directorndl5-563-S69TIN

Countersigned

Corporate SecretaryTIN: 182-032-216

R.COLAYCO

IN wITNEsS WHEREOF, we have signed this certificate thi;J!:!L 2 9 2020inIJIGUIFVilippines.

ENRIQUE M. ABOITIZChairmanTIN: ].31-507-931

Countersigned

TO R. COLAYCO

Corporate SecretaryTIN:182-032-216

IN WITNESS WHEREOF, we have signed this certificate this .jjg!!L r0 1 ?070inPhilippines.

1. ABomze

rTIN:103-' 2

Countersigned.

'0 R. COLAYCO

Corporate SecretaryTIN: 182-032-216

REPUBLI

CITY OFILIPPINES

SUBSCRIBED AND SWORN TO before me this

Affiants, who is personally known to me, presented his Communitythe details shown below as follows:

nes

with

Doc.No.5ql '

Series of2020

< ;:t;.;.';.':;=9 \

.=1;=="i. oc.'o'j

NAME COMPETENT IDENTIFICATION DATE / PLACE ISSUED EXPIRY DATE

Enrique M. AboitizPassport No.: P6213075ACTC No.:11046923

Feb. 28. 2018: DFA ManilaJan.24, 2020;Cebu City

Feb. 27.2028

Sabin M. Aboitiz Passport Na.: P2003168ACTC No.: 12179230

Feb. 23, 2017: DFA Manila

Jan.29 2019;Cebu City

Feb.22. 2022

Ana Maria AboitizDelgago

Passport No.:P4254692BCTC No.:

Dec. 18. 2019: DFA NCR East Dec. 17.2029

Edwin R. Bautista Passport No.:P7740529ACTC No.:

June 29. 2018: DFA Manila June 28.2028

Jose C. Vitug Passport No.:P2234071Acrc No.:

Mar. 10. 2017: DFA NCR West Mar. 9. 2017

Raphael P.M. LotillaPassport No.:P8900211ACTC No.:

Sept. 26, 2018; DFA NCRNortheast

Sept.25, 2028

Manuel R. malak lll Passport No.: EC7143379CTC No.:

Mar. 17. 2016: DFA Manila Mar. 16. 2021

Manuel Alberto R.Colayco

Passport No.: P0352149ACTC No.:29689098

Sept.23,2016 NCR CentralJan.8,2019 Taguig City

Sept22,2021

REPUBLIC OF THE PHIUPPINESCITY OF ®

)

)s.s

SUBSCRIBED AND SWORN TO before me this JUL q 1 2020in CgXUa a412Affiants, who is personally known to me, presented his Community Tax Certificate and passport with

Philippines

the details shown below as follows

Doc.No.

Page NoBookNoSeriesof2020

EA.CABATINGANMAE

JUSTINEMA

Notarial'Comrnisslm Na 94-S6Until December 31 . 202 1

Public far Cebu Cubl U

'\

k\

'g.Aboitlz Corporate Center

Gov M. CuerKO Ave. Ceui CiVRollNo 6200a

PTR 1856258 12 16 19 Cebu C013514 1.21 15 Chou City

W.0016200

ROLL blGNOTARY PUBLIC

Lifetime NoMCLE Compliance No

NAME COMPETENT IDENTIFICAnON DATE / PLACE ISSUED EXPIRY DA'n

Erramon 1. Aboitiz Passport No.: P225].997ACTC No.: 11082662

Mar. 11. 2017: DFA ManilaJan.30,2020;Cebu City

Mar. 10. 2020

aboitiz

REPUBLIC OF THE PHILIPPINES)

CIW OF TAGUIG ) S.S

CERTIFICATIO N

1, SAMMY DAVE A. SANTOS, Filipino, of legal age, with office address at NAC Tower, 32'd Street, BonifacioGlobalCity, Taguig City, hereby state that:

l I am the Assistant Corporate Secretary of ABOITIZ EQUITY VENTURES INC. (the "Company"), acorporation duly organized and existing under and by virtue of the laws of the Republic of thePhilippines with principal office address at NAC Tower, 32nd Street, Bonifacio Global City, Taguigcity

2 To the best of my knowledge, no action or proceeding has been filed or is pending before anyCourt involving an intra-corporate dispute and/or claim by any person or group against the Boardof Directors, individual directors and/or major corporate officers of the Company as its dulyelected and/or appointed directors or officers or vice versa arising out of any such intra-corporatedispute

3. This certification is issued for whatever legal purpose it may serve

iN wITNEss,)pl'ilg;El;l{ the undersigned has hereunto set her hand this . JUL 2 9 202G

SI6MM't DAVE X. SANTOS

A1l;i:;:MoiF6>ite Secretary CNC

SUBSCR BED AND SWORN to before me ..:l!!!=..!.g...?!!!. at Taguig City, Philippines. Affiant, who ispersonally known to me, exhibited to me his Passport No. P5703276A issued in DFA NCR East on January22, 2018 and Community Tax Certificate No. 00844244 issued in Taguig City on January 29, 2020.

Doc.NoPage NoBook NoSeries of 2020

g6:kE?.n:l}

rie lcdalan

forlXguig Cityminion No. 99

Until December 31, 2020NAC Tower, 32nd St. Bonifacio Global City, Taguig City

PTR NO. A-4689455; January 2, 2020, Taguig CityIBP Lifetime OR No. 104545; January 8, 2020

Roll No. 63289

MCLE Compliance No. Vl-- 0011090

NAC Tower, 32nd Street, Bonifacio GlobalCity, Taguig 1634, Metro Manila. PhilippinesTel:(6321 886-2800 IFax:(632) 886-2404 lwww.aboitiz.com

aboitizi oo YEARS OF ADxaNcinG BUSINESS AND COuuUNiTiES

REPUBLIC OF THE PHILIPPINES)CI'W OF TAGUIG ) S.S

SECRETARY'SCERTIFICATE

1, SAMMY DAVE A. SANTOS, a Filipino citizen, of legal age with office address at NAC Tower, 32nd Street,Bonifacio GlobalCity, Taguig City, Metro Manila, Philippines, hereby state that:

l lam the duly elected and qualified Assistant Corporate Secretary of ABOITIZ EQUITY VENTURES

INC. (the "Company"), a corporation duly organized and existing under and by virtue of the lawsof the Philippines with principal office address at 32nd Street, Bonifacio Global City, Taguig City,Metro Manila, Philippines.

2 At the specialmeeting of the Board of Directors held on March 6, 2020 at which meeting a quorumwas present and acting throughout, the following resolutions were unanimously passed andapproved:

"RESOLVED, that the Board of Directors of Aboitiz Equity Ventures Inc.(the "Company")approve and endorse, as it hereby approves and endorses, subject to the approvalby thestockholders, in the Company's Annual Stockholders' Meeting on April 27, 2020, theamendments to Articles Second, Fourth, and Seventh of the Company's Articles ofIncorporation as follows:

a) Article ll

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

PRIMARY PU RPOSE

To invest in, hold, own, purchase, acquire, lease, contract, operate, improve,develop, manage, grant, sell, exchange, or otherwise dispose of real andpersonal properties of every kind and description, including shares of stock,bonds, and other securities or evidence of indebtedness of any othercorporation, association, form, or entity, domestic or foreign, where necessaryor appropriate, and to possess and exercise in respect thereof all the rights,powers and privileges of ownership, including allvoting powers of any stock soowned, without acting as, or engaging in, the business of an investmentcompany, or dealer or broker in securities, and to act as managers or managingagents of persons, firms, associations, corporations, partnerships, and otherentities; to provide management, investment and technical advise forcommercial, industrialand other kinds of enterprises; and to undertake, carryon, assist or participate in the promotion, organization, management,liquidation, or reorganization of corporations, partnerships and other entities,and to perform all acts necessary and incidental to the furthergQfg Q!!beforegoing primary purpose. including..bylwithout limitation, to guaranteeand act as surety to its affiliated goHpg des. subsidiaries. and associates, andto allow the creation of lien upon all or anv part of the properties and assetsowned by the corporation. in order to meet Jhe necessary financialrequiremeQls of its businesses. a$ mgv be authorized by its Board of

NAC Tower. 32nd Street, Bonifacio GlobalCity, Taguig 1634, Metro Manila, PhilippinesTel: IS321 886-2800 IFax:(6321886-2404 awww.aboitiz.com

b) Article Fourth

FOURTH. That the term for which said corporation is to exist is nernetualfromand after the date of incorporation, as provided in Section ll of the Rev sedCorporation Code of the Philippines

c) Article Seventh

SEVENTH. That the authorized capitalstock of said corporation isTEN BILLION

IPIQ,000,000,000.00) PESOS, and said capitalstock is divided into:

l Nine Billion Six Hundred Million (9,600,000,000) COMMON SHARES

with a par value of One Peso(PI.00) per share;

2 Four Hundred Million (400,000,000) PREFERRED SHARES with a parvalue of One Peso(PI.00) per share.

PREFFERED shares shall be non-voting, non-convertible..and $hgjl havepreference over common shares in case of liquidation or dissolution of thecorporation. The Board of Directors or the Executive Committee b gxoresslvauthorized to issue prefgrlQf$bglg$ in one or more series, establish anddesignate each oarticular series of preferred shares. fix the number of sharesto be included in the series. and to determine the dividend rate. issue price.

designations, relative rights, preferences, privileges and limitations of thepreferred shares and/Qt $Qrles of shares. Preferred shares may o! mgv1lelbecumulative. Darticinating. or redeemable. as mav be determined by the Boardof Directors or the Executive Committee.

Upon redemption. preferred shares (whether unissued. issued andoutstanding. including all existing treasurv shares) shall not be consideredretired. but mav be reissued under such terms and conditions as may bedetermined by the Board of Directors or the Executive Committee

No holder of shares of the capital stock of any class of the corporation shallhave any pre-emptive or preferentialright of subscription to any shares of anyclass of stock of the corporation whether now or hereafter authorized, otherthan such, if any, as the Board of Directors, in its discretion, may from time totime determine and at such price as the Board of Directors may from time totime set.

3 The foregoing board resolutions are in accordance with the records of the Company

[SIGNATU RE PAGE FOLLOW

JUL 2 9 a&'':

IN WITNESS WHEilEOr;thd undersigned has hereunto set his hand thisPhilippines

atTaguig City,£

k17ave A. SantosSa

Assists'nt e9(tldrate SecretarycNC

SUBSCRIBED AND SWORN to before me ..l!!!!:..;i.g...?1:2.. at Taguig city, Philippines Affiant, who is

personally known to me, exhibited to me his Passport No. P5703276A issued in DFA NCR East on January22, 2018 and Community Tax Certificate No. 00844244 issued in Taguig City on January 29, 2020.

e

ROLL NO. 63289

SacdalanStreA' 4Vlar

lic fi 'aguig Citywtary.Commission No. 99Notar

U ntil December 31, 2020NAC Tower, 32nd St. Bonifacio Global City, Taguig City

PTR NO. A-4689455; January 2, 2020, Taguig CityIBP Lifetime OR No. 104545; January 8, 2020

Roll No.63289MCLE Compliance No. Vl-- 0011090

'''+ \NOTARY PUBLIC./+',I