Adlaw Corporate Proc

ARTICLES OF INCORPORATION

OF

RUSIANA SHIPPING LINES, INC.

Know All Men By These Presents:

The undersigned incorporators, all of legal age and majority of whom are

residents of the Philippines, have this day voluntarily agreed to form a stock

corporation under the laws of the Republic of the Philippines.

THAT WE HEREBY CERTIFY THAT:

FIRST: The name of this corporation shall be Rusiana Shipping

Lines, Inc.

SECOND: The primary purpose of this corporation is:

To engage in the business of operating steamships, motorboats and other kinds

of water crafts for the transportation of cargoes and passengers within the waters

and territorial jurisdiction of the Philippines as well as on high seas; to act as

agents of domestic or foreign shipping companies; to purchase, charter, hire,

build, or otherwise acquire motor or steam or other ships or vessels, and to

employ the same in conveyance and carriage of goods, wares, merchandise of

every description, and of passengers, within the waters and territorial jurisdiction

of the Philippines as well as on high seas; and generally, to do and perform all

acts and things necessary or proper or incidental for the accomplishment of the

foregoing purposes.

THIRD: The place where the principal office of the corporation is to be

established is at Zone 3, Pier 5, Manila, Philippines.

FOURTH: The term for which the corporation is to exist is fifty (50) years

from and after the date of issuance of the certificate of incorporation.

FIFTH: The names, nationalities, and residences of the incorporators

are as follows:

Name Nationality Residence

(1) Emanuel G. Mamauag

(2) Lorna F. Syquia

(3) Homero D. Mateo

(4) Corazon C. Quirino

(5) Luigi M. Matias

Filipino

Filipino

Chinese

Chinese

Filipino

Blk 1, Lot 2, St. Peter Street, San Lorenzo

Village, Makati City

Blk 2, Lot 4, St. Agustine Street, San Lorenzo

Village, Makati City

123 St. Mary Street, San Lorenzo Village,

Makati City

345 St. John Street, San Lorenzo Village,

Makati City

678 St. Luke Street, San Lorenzo Village,

Makati City

SIXTH: That the number of directors of said corporation shall be five (5)

and that the incorporators shall constitute the first board of directors.

SEVENTH: The authorized capital stock of the corporation is ONE

HUNDRED BILLION BILLION PESOS (P100,000,000,000,000.00) in lawful

money of the Philippines, divided into FIVE HUNDRED FIFTY THOUSAND

(550,000) SHARES, with a par value of ONE HUNDRED (PHP 100.00) per

share.

EIGHTH: At least 25% of the authorized capital stock has been

subscribed and at least 25% of the total subscription has been paid as follows:

Name Nationality

No. of

shares

Subscribed

Amount

Subscribed

Amount Paid

1) Emanuel G.

Mamauag

(2) Lorna F.

Syquia

(3) Homero D.

Filipino

Filipino

Italian

10

12

14

3,000,000.00

9,000,000.00

10,000,000.00

3,000,000.00

9,000,000.00

10,000,000.00

Mateo

(4) Corazon C.

Quirino

(5) Luigi M.

Matias

Mexican

Filipino

16

18

23,000,000.00

16,000,000.00

23,000,000.00

16,000,000.00

Total P61,000,000.00 P61,000,000.00

NINTH: No transfer of stock or interest which would reduce the stock

ownership of Filipino citizens to less than the required percentage of the capital

stock as provided by existing laws shall be allowed or permitted to be recorded in

the proper books of corporation and this restriction shall be indicated in the

stocks certificates issued by the corporation.

Furthermore, no transfer of stock in favor of parties other than existing

stockholders shall be registered in the books of the corporation unless the same

is first tendered to the corporation or other existing stockholders under the same

terms and conditions, the same offer to be effective for a period not exceeding

thirty (30) days from such tender.

TENTH: That LUIGI M. MATIAS has been elected by the subscribers as

treasurer of the corporation to act as such until her successor is duly elected and

qualified in accordance with the by-laws; and that as such Treasurer, she has

been authorized to receive, for and in the name of the corporation, all

subscriptions paid in by the subscribers.

ELEVENTH: The corporation manifests its willingness to change its

corporate name in the event another person, firm or entity has acquired a prior

right to use the said firm name or one deceptively or confusingly similar to it.

IN WITNESS WHEREOF, we have set our hand this 1st day of January, 2012 in

Makati City.

WITNESSES:

Jason C. King

Leila D. Quatro

ACKNOWLEDGMENT

Republic of the Philippines)

Makati City Metro Manila ) S.S.

BEFORE ME, a notary public for and in the City of Makati, Metro Manila,

Philippines, this 11th day of Juanuary 2012, personally appeared:

Name Passport No. Date Place

Rolando C. Nicasio V-123456 Nov. 17, 2009 Manila

Gualberto S. Tio AB-65544 July 12, 2009 Manila

all known to me to be the same persons who executed the foregoing Articles of

Incorporation and they acknowledged to me that the same is of their free and

voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my

notarial seal on the date and at the place first above written.

Doc. No. 1234 Estacio G. Palafox

Page No. 678 Notary Public

Book No. 14 Until December 31, 2010

Series 2008 PTR No. 8798754 2/14/04 Pasig City

IBP No. 45937 1/09/04 Pasig City

ROA 84237

TREASURER’S AFFIDAVIT

Republic of the Philippines)

Makati City, Metro Manila) S.S.

I, LUIGI M. MATIAS, of legal age, single, Filipino citizen, under oath,

hereby depose and state:

That I have been elected by the subscribers of the corporation as

Treasurer thereof to act as such until my successor has been duly elected and

qualified in accordance with the by-laws of the corporation, and that as such

Treasurer, I hereby certify under oath that at least 25% of the authorized capital

stock of the corporation has been subscribed and at least 25% of the

subscription has been paid, and received by me in cash property for the benefit

and credit of the corporation.

This is also to authorize the Securities and Exchange Commission and

Bangko Sentral Ng Pilipinas to examine and verify the deposit in the EastWest

Bank, PBCOM Tower, Ayala Avenue, Makati City in the amount of ONE

HUNDRED BILLION BILLION PESOS (P 100,000,000,000,000.00),

representing the paid -up capital of the said corporation which is in the process of

incorporation. This authority is valid and inspection of said deposit may be made

even after the issuance of the Certificate of Incorporation to the corporation.

Should the deposit be transferred to another bank prior to or after incorporation,

this will also serve as authority to verify and examine the same. The

representative of the Securities and Exchange Commission is also authorized to

examine the pertinent books and records of accounts of the corporation as well

as all supporting papers to determine the utilization and disbursement of the said

paid-up capital.

LUIGI M. MATIAS

Treasurer

SUBSCRIBED AND SWORN to before me this 11th day of January 2012

in Makati City with the affiant exhibiting to me his Community Tax Certificate No.

12345672 issued on November 12, 2011 in Makati City, Metro Manila.

Doc. No. 1234 Estacio G. Palafox





ROA 84237

BY-LAWS

OF

RUSIANA SHIPPING LINES, INC.

Article I

STOCKHOLDERS’ MEETINGS

SECTION 1. Annual Meetings. – The annual meeting of the stockholders shall

be held at the principal office of the corporation in Zone 3, Pier 5, Manila at 2

o’clock in the afternoon of June 22nd of each year, unless such day is a legal

holiday, in which case, it shall be held on the next business day following.

SECTION 2. Special Meetings. – Special meetings of the stockholders may be

called by the President of the corporation, or by order of the majority of the board

of directors whenever he or they shall deem it necessary; and it shall be the duty

of the President or of the board to order and call such special meetings whenever

the holders of record of not less than twenty (20%) per centum of the outstanding

capital stock of the corporation with voting privileges shall in writing so request.

SECTION 3. Notices. – Notice of the time and place of annual or special

meetings of the stockholders shall be given either personally or by mail,

addressed to each stockholder of record entitled or not entitled to vote at the

meeting at the address left by such stockholder with the secretary of the

corporation, or at his last known post-office address, at least one week before the

date set for such meeting. The notice of every special meeting shall state briefly

the purpose of the meeting and no other business shall be acted upon at such

meeting except by the consent of all the stockholders of the corporation entitled

to vote present at such meeting. Notices of meetings need not be published in

the newspapers except when necessary to comply with the special requirements

of the Corporation Law.

SECTION 4. Quorum. – A quorum for any meeting of the stockholders shall

consist of a majority of the voting stock of the corporation, and a majority of such

quorum shall decide any question at the meeting, save and except in those

matters where the Corporation Law requires the affirmative vote of a greater

proportion.

SECTION 5. Order of business. – The order of business at the annual meeting

of the stockholders shall be as follows:

1) Proof of the required notice of the meeting

2) Proof of the presence of a quorum

3) Reading of the minutes of previous meeting and action taken thereon

4) Report of the board of directors

5) Unfinished business

6) New business

7) Election of directors for the ensuing year

SECTION 6. Voting. – At every stockholders’ meeting, every stockholder

entitled to vote shall be entitled to one vote for each share of stock registered in

his name in the books of the corporation; provided, however, that in the case of

the election of directors, every stockholder entitled to vote shall be entitled to cast

his vote, at his option, in accordance with the provisions of the Corporation Law.

Every stockholder entitled to vote may vote personally or by proxy. The

instrument authorizing a proxy to act shall be exhibited to the secretary of the

corporation, and shall be lodged with the said secretary if so requested.

SECTION 7. Election inspectors. – A majority of the stockholders entitled to

vote may, at each annual meetings appoint two persons (who need not be

stockholders) to act as inspectors of election at all meetings of the stockholders

until the close of the next annual meeting. If any inspector shall refuse to serve,

or neglect to attend, at any meeting of the stockholders, or his office shall

become vacant, the said stockholders may appoint an inspector in his place.

Article II

BOARD OF DIRECTORS

SECTION 1. Powers of the Board - Unless otherwise provided by law, the

corporate powers of the corporation shall be exercised, all business conducted

and all property of the corporation controlled and held by the Board of Directors

to be elected by and from among the stockholders. Without prejudice to such

general powers and such other powers as may be granted by law, the Board of

Directors shall have the following express powers:

a) From time to time, to make and change rules and regulations not inconsistent

with these by-laws for the management of the corporation's business and affairs;

b) To purchase, receive, take or otherwise acquire in any lawful manner, for and

in the name of the corporation, any and all properties, rights, interest or

privileges, including securities and bonds of other corporations, as the

transaction of the business of the corporation may reasonably or necessarily

require, for such consideration and upon such terms and conditions as the Board

may deem proper or convenient;

c) To invest the funds of the corporation in another corporation or business or for

any other purposes other than those for which the corporation was organized,

whenever in the judgment of the Board of Directors the interests of the

corporation would thereby be promoted, subject to such stockholders' approval

as may be required by law;

d) To incur such indebtedness as the Board may deem necessary and, for such

purpose, to make and issue evidence of such indebtedness including, without

limitation, notes, deeds of trust, instruments, bonds, debentures, or securities,

subject to such stockholders' approval as may be required by law, and/or pledge,

mortgage, or otherwise encumber all or part of the properties and rights of the

corporation; provided that the borrowing shall be sourced from not more than

nineteen (19) lenders;

e) To guarantee and secure payment of, for and in behalf of the obligations of

other corporations or entities in which it has lawful interest;

f) To make provisions for the discharge of the obligations of the corporation as

they mature, including payment for any property, or in stocks, bonds, debentures,

or other securities of the corporation lawfully issued for the purpose;

g) To sell, lease, exchange, assign, transfer or otherwise dispose of any property,

real or personal, belonging to the corporation whenever in the Board's judgment,

the corporation's interest would thereby be promoted;

h) To establish pension, retirement, bonus, profit- sharing, or other types of

incentives or compensation plans for the employees, including officers and

directors of the corporation and to determine the persons to participate in any

such plans and the amount of their respective participation;

i) 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 likewise, to grant installments for the

payments or settlement of whatsoever debts are payable to the corporation;

j) To delegate, from time to time, any of the powers of the Board which may

lawfully be delegated in the course of the current business or businesses of the

corporation to any standing or special committee or to any officer or agent and to

appoint any persons to be agents of the corporation with such powers (including

the power to sub-delegate), and upon such terms, as may be deemed fit;

k) To implement these by-laws and to act on any matter not covered by these by-

laws provided such matter does not require the approval or consent of the

stockholders under any existing law, rules or regulation.

SECTION 2. Election and Term - The Board of Directors shall be elected

during each regular meeting of stockholders and shall hold office for one (1) year

and until their successors are elected and qualified.

SECTION 3. Vacancies - Any vacancy occurring in the Board of Directors other

than by removal by the stockholders or by expiration of term, may be filled by the

vote of at least a majority of the remaining directors, if still constituting a quorum;

otherwise, the vacancy must be filled by the stockholders at a regular or at any

special meeting of stockholders called for the purpose. A director so elected to fill

a vacancy shall be elected only for the unexpired term of his predecessor in

office.

Any directorship to be filled by reason of an increase in the number of directors

shall be filled only by an election at a regular or at a special meeting of

stockholders duly called for the purpose, or in the same meeting authorizing the

increase of directors if so stated in the notice of the meeting.

The vacancy resulting from the removal of a director by the stockholders in the

manner provided by law may be filed by election at the same meeting of

stockholders without further notice, or at any regular or at any special meeting of

stockholders called for the purpose, after giving notice as prescribed in this by-

laws.

SECTION 4. Meetings - Regular meetings of the Board of Directors shall be

held once every quarter of the year on such dates and at such times and places

as the Chairman of the Board, or in his absence, the President, or upon the

request of a majority of the directors and shall be held at such places as may be

designated in the notice.

SECTION 5. Notice - Notice of the regular or special meeting of the Board

specifying the date, time and place of the meeting, shall be communicated by the

Secretary to each director personally, or by telephone, telex, telegram, facsimile

or by written or oral message. A director may waive this requirement, either

expressly or impliedly.

SECTION 6. Quorum - A majority of the number of directors as fixed in the

Articles of Incorporation shall constitute a quorum for the transaction of corporate

business and every decision of at least a majority of the directors present at a

meeting at which there is a quorum shall be valid as a corporate act, except for

the election of officers which shall require the vote of a majority of all the

members of the Board.

SECTION 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, the

President or if none of the foregoing is in office and present and a?ting, by any

other director chosen by the Board. The Secre4ary shall act as secretary of every

meeting, if not present, the Chairman of the meeting shall appoint a secretary of

the meeting.

SECTION 8. Compensation - By resolution of the Board, each director shall

receive a reasonable per diem allowance for the attendance at each meeting of

the Board. As compensation, the Board shall receive and allocate an amount of

not more than ten percent (10%) of the net income before income tax of the

corporation during the preceding year. Such compensation shall be determined

and apportioned among the directors in such manner as the Board may deem

proper, subject to the approval of stockholders representing at least a majority of

the outstanding capital stock at a regular or special meeting of the stockholders.

ARTICLE IV

OFFICERS

SECTION 1. Election/Appointment - Immediately after their election, the Board

of Directors shall formally organize by electing the Chairman, the President, one

or more Vice- President, the Treasurer, and the Secretary, at said meeting.

The Board may, from time to time, appoint such other officers 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 Secretary at the same time.

SECTION 2. Chairman of the Board - The Chairman of the Board of Directors

shall preside at the meetings of the directors and the stockholders. He shall also

exercise such powers and perform such duties as the Board of Directors may

assign to him.

SECTION 3. President - The President, who shall be a director, shall be the

Chief Executive Officer of the corporation and shall also have administration and

direction of the day-to-day business affairs of the corporation. He shall exercise

the following functions:

a) To preside at the meetings of the Board of Directors and of the stockholders in

the absence of the Chairman of the Board of Directors;

b) 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;

c) To have general supervision and management of the business affairs and

property of the corporation;

d) To ensure that the administrative and operational policies of the corporation

are carried out under his supervision and control;

e) Subject to guidelines prescribed by law, to appoint remove, suspend or

discipline employees of the corporation, prescribe their duties and determine

their salaries;

f) To oversee the preparation of the budgets and the statement of accounts of the

corporation;

g) To prepare such statements and reports of the corporation as may be required

of him by law;

h) To represent the corporation at all functions and proceedings;

i) To execute on behalf of the corporation all contracts, agreements and other

instruments affecting the interests of the corporation which require the approval

of the Board of Directors, except as otherwise directed by the Board of Directors;

j) To make reports to the Board of Directors and stockholders;

k) To sign certificates of stock;

l) To perform such other duties as are incident to his office or are entrusted to him

by the Board of Directors;

The President may assign the exercise or performance of any of the foregoing

powers, duties and functions to any other officer(s), subject always to his

supervision and control.

SECTION 4. The Vice-President(s) - If one or more Vice- Presidents are

appointed, he/they shall have such powers and shall perform such duties as may

from time to time be assigned to him/them by the Board of Directors or by the

President.

SECTION 5. The Secretary - The Secretary must be a resident and a citizen of

the Philippines. He shall be the custodian of and shall maintain the corporate

books and record and shall be the recorder of the corporation's formal actions

and transactions. He shall have the following specific powers and duties:

a) To record or see to the proper recording of the minutes and transactions 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 keep or cause to be kept record books showing the details required by law

with respect to the stock certificates of the corporation, including ledgers and

transfer books showing all shares of the corporation subscribed, issued and

transferred;

c) To keep the corporate seal and affix it to all papers and documents requiring a

seal, and to attest by his signature all corporate documents requiring the same;

d) To attend to the giving and serving of all notices of the corporation required by

law or these by-laws to be given;

e) To certify to such corporate acts, countersign corporate documents or

certificates, and make reports or statements as may be required of him by law or

by government rules and regulations;

f) To act as the inspector of 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 evidence of a quorum, the validity and

effect of proxies, and to receive votes, ballots or consents, hear and determine all

challenges and questions arising in connection with the right to vote, count and

tabulate all votes, ballots or consents, determine the result, and do such acts as

are proper to conduct the election or vote. The Secretary may assign the

exercise or performance of any or all the foregoing duties, powers and functions

to any other person or persons, subject always to his supervision and control;

g) To perform such other duties as incident to his office or as may be assigned to

him by the Board of Directors or the President.

SECTION 6. Treasurer - The Treasurer of the corporation shall be its chief

fiscal officer and the custodian of its funds, securities and property. The Treasurer

shall have the following duties:

a) To keep full and accurate accounts of receipts and disbursements in the books

of the corporation;

b) To have custody of, and be responsible for, all the funds, securities and bonds

of the corporation;

c) 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 control;

d) To render an annual statement showing the financial condition of the

corporation and such other financial reports as the Board of Directors, the

Chairman, or the President, may, from time to time require;

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 government agencies;

f) To exercise such powers and perform such duties and functions as may be

assigned to him by the President.

SECTION 7. Term of Office - The term of office of all officers shall be for a

period of one (1) year and until their successors are duly elected and qualified.

Such officers may however be sooner removed for cause.

SECTION 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.

SECTION 9. Compensation - The by-laws officers shall receive such

remuneration as the Board of Directors may determine. All other officers shall

receive such remuneration as the Board of Directors may determine upon

recommendation of the President. A director shall not be precluded from serving

the corporation in any other capacity as an officer, agent, or otherwise, and

receiving compensation therefor.

ARTICLE V

SHARES AND THEIR TRANSFERS

SECTION 1. Issue and transfer. – The Board of Directors shall, in accordance

with law, provide for the issue and transfer of shares of stock of the corporation

and shall prescribe the form of the stock certificate. It shall be signed by the

President and countersigned by the Secretary, and sealed with the seal of the

corporation. The certificate of stock shall be issued in consecutive order, and

certificates shall be numbered in the order in which they are issued. Upon the

stub of each certificate issued shall be entered the name of the person, firm, or

corporation owning the stock represented by such certificate, the number of

shares in respect of which the certificate is issued, and in the case of

cancellation, the date thereof. Every certificate surrendered for exchange or

transfer of stock shall be cancelled and affixed to the original stub in the stock

books, and no new certificate shall be issued in exchange for cancelled

certificate until the old certificate has been so cancelled or returned to its place in

the stock book, except in the case provided for in Sec. 3 of this Article.

SECTION 2. Stock and Transfer Book. – There shall be kept by the Secretary

of the corporation a book to be known as the “Stock and Transfer Book”

containing the names, alphabetically arranged, of the stockholders of the

corporation, showing their places of residence, the number of shares of stock

held by them, and the time when they respectively became the owners thereof

and the amounts paid by them thereon. Transfer of stock shall be made only on

the transfer books of the corporation by the holder in person or by his duly

authorized attorney on surrender of the certificate representing the stock to be

transferred. Every power of attorney or authority to transfer of stock shall be in

writing duly executed and filed with the corporation.

SECTION 3. Loss or destruction of certificate. – The Board of Directors may

direct a new certificate of stock to be issued in the place of any certificate

theretofore issued and alleged to have been lost or destroyed. The Board of

Directors authorizing such issue of a new certificate may, in its discretion, require

the owner of the stock or his legal representative, to furnish proof by affidavit or

otherwise to the satisfaction of the Board of Directors as to the ownership of the

stock alleged to have been lost or destroyed, and the fact which support its loss

or destruction. The Board of Directors may also require him to give notice of such

loss or destruction by publication or otherwise, as it may direct, and cause the

delivery to the corporation of a bond with or without sureties in such sum as it

may direct indemnifying the corporation from any claim that may be made

against it by reason of the issue of such new certificate. The Board of Directors,

however, may refuse, in its discretion, to issue any such new certificate except

pursuant to legal proceedings made and provided for in such case.

SECTION 4. Compulsory exchange or certificate. – When the articles of

incorporation are amended in any way affecting the statements contained in the

certificate for outstanding shares, or it becomes desirable for any reason to

cancel any outstanding certificates for shares and issue new certificates therefor

conforming to the rights of the holder, the Board of Directors may order any

holder or outstanding certificates for shares to surrender and exchange them for

new certificates within a reasonable time to be fixed by the Board of Directors.

No holder of any certificate so ordered to be surrendered shall be entitled to vote,

receive, dividends, or exercise any of the rights of stockholders of record, until he

shall have complied with such order.

ARTICLE VI

OFFICE

SECTION 1. Office - The principal office of the corporation shall be located at

the place stated in Article III of the Articles of Incorporation. The corporation may

have such other branch offices, either within or outside the Philippines, as the

Board of Directors may designate or as the business of the corporation may, from

time to time require.

ARTICLE VII

AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS

SECTION 1. External Auditors - At the regular stockholders' meeting, the

external auditor or auditors of the corporation for the ensuing year shall be

appointed. The external auditor or auditors shall examine, verify and report on

the earnings and expenses of the corporation and shall certify the remuneration

of the external auditor or auditors as determined by the Board of Directors.

SECTION 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 3. Dividends - Dividends shall be declared and paid out of the

unrestricted retained earnings which 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

AMENDMENTS

SECTION 1. Amendments - This 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 the stockholders representing a majority of the outstanding

capital stock at a regular or special meeting.

Adopted this 15th day of January, 2012, in Madrigal Building, Zone 3, Pier

5, Manila Philippines, by the affirmative vote of the undersigned stockholders

representing a majority of all the subscribed capital stock of the corporation.

Homero D. Mateo Corazon C. Quirino Lorna F. Syquia

CERTIFICATION

We, a majority of the Directors of Rusiana Shipping Lines, Inc. hereby

certify that the above is a true copy of the by-laws approved by the stockholders

of the corporation at a stockholders’ meeting on the date above stated.

Emanuel G. Mamauag Corazon C. Quirino Luigi M. Matias

Countersigned:

Lorna F. Syquia

Corporate Secretary


OF

NOVALICHES PROPER MEMBERS COOPERATIVE

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, all of legal age, Filipino citizens and residents

of the Philippines, have this day voluntarily associated ourselves for the purpose

of forming a nonstock, non-profit association under the laws of the Republic of

the Philippines particularly Section 2 (a) of Executive Order No. 535 and Section

26 and R. A. No. 8763;

AND WE HEREBY CERTIFY:

FIRST: That the name of said association shall be NOVALICHES

PROPER MEMBERS COOPERATIVE

SECOND: That the purposes for which said association is formed are as

follows:

1. To construct, manage, maintain and operate adequate facilities and

services for its members;

2. To initiate and organize socio-cultural projects and activities to awaken

community consciousness and belonging;

3. To promote, enhance and foster the development and improvement of the

quality of life of the members through livelihood projects and other

economic activities;

4. To acquire, accept donations, purchase, own, hold, develop, lease,

mortgage, pledge, exchange, sell, transfer or otherwise invest, deal in or

trade, in any manner permitted by law and the rules and regulations of

government regulatory or licensing agencies, real and personal property

of every kind and description, or any interest therein, as may be

necessary for the accomplishment of the purposes of the association;

5. To borrow and otherwise contract indebtedness and issue notes, bonds

and other evidence of indebtedness and to secure payment therefore by

mortgage, pledge or deed of trust, or through encumbrances on any and

all of its then-owned or after-acquired real or personal properties and

assets as may be permitted by law;

6. To enter into, make, perform and carry out, or cancel and rescind

contracts of every kind and for any lawful purpose with any person, firm,

association, corporation, syndicate, domestic or foreign, or others;

7. To do and perform any other acts and things, and to have and exercise

any other powers, which may be necessary, convenient and appropriate

to accomplish the purpose for which the association is organized.

THIRD: That the principal office of the Association is located at 246 SACE

Building, Dona Rosario St., Quirino Hi-way, Novaliches, Quezon, City.

FOURTH: That the term for which the said Association is to exist is FIFTY

(50) YEARS from and after the date of its incorporation;

FIFTH: That the names, citizenship and residences of the incorporators of

said association are as follows:

NAME CITIZENSHIP RESIDENCE

Babielyn B. Bacnat Filipino 12 – A Ramirez St.

Rosemarie R. Gregorio Filipino 12 Ramirez St.

Rowena R. Sequino Filipino 12 - B Ramirez St.

Carmelita T. Bautista Filipino 14 - C Ramirez St.

Oscar F. Lagros Filipino B3 L3 Quail St., San Bartolome

Constacia D. Fule Filipino 24 C Millionaires Vill.

Fulgencio R. Torres Filipino 19 Xavier Vill, Orosa

St.

Juanito E. Sales Filipino 32 C Millionaires Vill

Dominador R. Pobre Filipino 24-2 C Millionaires Vill

Cirila F. Salvador Filipino B4 L7 Greenfields Subd

Dionisia P. Pacquiao Filipino B9 L4 Greenfields Subd

Estrella J. Cruz Filipino 19 – A Donata Subd.

Marilyn C. Borja Filipino 24 – F Donata Subd

Margaret R. Bautista Filipino 14 Ramirez St

Ricardo M. Orosa Filipino B5 L9 Greenfields Subd

Catarina G. Pedroso Filipino 23 Blue St., Metrogreen Subd

SIXTH: That the number of directors/trustees of the association shall be

Five (5) and the names, citizenship and residences of the directors of said

association are as follows:

NAME CITIZENSHIP RESIDENCE

Rosemarie R. Gregorio Filipino 12 Ramirez St.

Fulgencio R. Torres Filipino 19 Xavier Vill, Orosa

St.

Juanito E. Sales Filipino 32 C Millionaires Vill

Cirila F. Salvador Filipino B4 L7 Greenfields Subd

Carmelita T. Bautista Filipino 14 - C Ramirez St.

SEVENTH: That the incorporators and directors/trustees (and officers)

named herein, and those persons/officers whose names are included in the list of

members/officers attached hereto, are members of this association. Additional

members may be admitted in accordance with the By-Laws and whose names

shall be submitted to the Housing and Land Use Regulatory Board (HLURB) from

time to time;

* Please see attached list of members

EIGHTH: That the association shall be maintained by fees, dues,

assessments or charges paid by its members and other income as the

association may derive from the pursuit of its livelihood and economic activities,

as well as voluntary contributions, donations or loans from persons, partnerships,

corporations and other entities;

NINTH: That the initial operating capital of the association is TWO

HUNDRED PESOS (P200,000.00) contributed by the following:

NAME AMOUNT

Rosemarie R. Gregorio P 80,000.00

Fulgencio R. Torres P 30,000.00

Juanito E. Sales P 35,000.00

Cirila F. Salvador P 35,000.00

Carmelita T. Bautista P 20,000.00

TENTH: That CATARINA G. PEDROSO has been elected by the

members of the Board as Treasurer of the association to act as such until his

successor is duly elected and qualified in accordance with the By-Laws, and that

as such Treasurer, she has been authorized to receive for and in the name and

for the benefit of the association, all fees, contribution, income or donations paid

or given by the members or acquired from other entities/sources.

IN WITNESS WHEREOF, we the incorporators have hereunto set our

hands this 22nd day of March, 2012 at Novaliches, Quezon City, Philippines.

Benjamin T. Roque Elizabeth S. Tuddao

Felicidad O. Tantoco Franco D. Lopez

Pilar S. Quirino Marina E. Cantas

David R. Simplicio Leila O. De Castro

SIGNED IN THE PRESENCE OF:

Monette D. Sentosa Nicasio G. Baltazar

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES)

CITY / PROVINCE OF QUEZON CITY)S.S.

BEFORE ME, a Notary Public for and in Quezon City this 22nd day of March,

2012, personally appeared:


Benjamin T. Roque V-124653 Nov. 17, 2009 Manila

Marina E. Cantas AB-65839 July 12, 2009 Manila

known to me and to me known to be the same persons who executed the

foregoing Articles of Incorporation and who acknowledged to me that the same is

their own free and voluntary act and deed.

WITNESS MY HAND SEAL on the date and place first above-written.

Doc. No. 3465 Rigoberto L. Icasiano





ROA 85237


OF

THE UNITED STUDENTS DIVINE HEALING OF JUSTICE

KNOW ALL MEN BY THESE PRESENTS:

That we, all of age, a majority of whom are residents of the Philippines,

have this day voluntarily associated ourselves together for the purpose of forming

a non-stock religious corporation under the laws of the Philippines.

AND WE HEREBY CERTIFY:

1. That the name of the corporation shall be:


2. That the purposes for which the corporation is formed are as follows,

to wit:

a) To serve the community by advocating for the moral, religious,

and spiritual dimensions of community life;

b) to support the community's exercise of free inquiry and its

pursuit of the highest standards of intellectual and moral

excellence;

c) to represent one's own community and its purposes with

honesty and integrity while treating other ministries and

traditions with respect; and

d) to safeguard the religious freedom, human dignity, and

personal conscience of all individuals in the course of the

activities and mission of DHJ and its member communities.

3. That the place where the principal office of the corporation is to be

established or located is in the City of Manila, Philippines.

4. That the term of the corporation shall be fifty (50) years from and after

the date of its incorporation;

5. That the names, nationalities, and residences of the incorporators of

the corporation are as follows:

NAME NATIONALITY RESIDENCE

Matteo S. Gudocile Filipino B2 L3 R. Papa St.

Juan De Leon Filipino 23 San Simon St.

Marco R. Guidote Filipino 15 San Simon St.

Simeon T. Kalaw Filipino 9 Kalaw St.

Judeo R. Pastor Filipino B9 Araneta Ave.

6. That the number of trustees of the corporation shall be FIVE (5), and

the names and residences of said trustees shall be as follows:

NAME NATIONALITY RESIDENCE

Noli M. Locsin Filipino 23 Kalaw St.

Vicente T. Hizon Filipino 5 Xavier Subd.

Marlou M. Aquino Filipino 12 Legarda St.

Roberto A. Sanchez Filipino 3 Xavier Subd.

Gilberto U. Cheng Filipino B3 L6 Kimco Vill.

7. That the amount of money to be devoted to the maintenance and

support of the corporation is such sum as may, from time to time, be

received from contributions, donations, bequests, devises, or

endowments from individuals and public and private institutions.

8. That JESUS G. APOLONIO has been elected by the members as

TREASURER of the corporation to act as such until his successor is

duly elected and qualified in accordance with the by-laws, and that as

such treasurer he has been authorized to receive for and in behalf of

the corporation such contributions, donations, bequests, devises, or

endowments to the corporation.

IN WITNESS WHEREOF, we have hereunto set our hands this 16th day of

October 2007 in the City of Manila, Philippines.

Crisanto J. Baldomero Ricardo M. Capacio

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES)

MANILA)S.S.

BEFORE ME, a Notary Public for and in Manila this 16TH day of October, 2012,

personally appeared:


Juan De Leon V-124983 Nov. 17, 2009 Manila

Judeo R. Pastor AB-60839 July 12, 2009 Manila

known to me and to me known to be the same persons who executed the

foregoing Articles of Incorporation and who acknowledged to me that the same is

their own free and voluntary act and deed.

WITNESS MY HAND SEAL on the date and place first above-written.

Doc. No. 3465 Simeon J. Ibarra





ROA 84437

BY-LAWS

OF


Article I

Purposes

The United Students Divine Healing of Justice (USDHJ) is an association of

representatives from religious and spiritual communities that serve the students,

staff, and faculty of the University of Manila (UM). Committed to the central role

of religion and spirituality in the development of the whole human being - body,

heart, mind, and soul - USDHJ advocates for the religious, spiritual, and ethical

dimensions of university life. USDHJ provides its members opportunities for

networking, education, and advocacy. In addition, USDHJ facilitates

communication and cooperation between its members and the University of

Manila. USDHJ is guided by understanding and respect for the societal, cultural,

and religious diversity of the student community and the university environment

that embraces it.

Article II

Purposes of the USDHJ Executive Board

The purposes of the USDHJ Executive Board, hereafter the Board, are:

1) To serve as representatives of USDHJ to the University community

2) To prepare events and programs for the USDHJ members

3) To advocate for the religious, spiritual, and ethical dimensions of

university life

4) To foster communication opportunities for religious counselors on campus

Article III

Membership

Section 1: Persons eligible for USDHJ membership are those designated as

counselors for their organization and are:

1) Advisors of recognized religious groups at the UM, or

2) Staff persons of recognized religious organizations and campus ministries

at the UM, or

3) Leaders of congregations whose ministry relates to university faculty,

staff, and students, or

4) Persons in the UM whose professional activity relates to ARC, or

5) Others accepted into membership by the ARC Executive Board on an ad-

hoc basis.

Section 2: USDHJ members commit to:

a) serve the UM community by advocating for the moral, religious, and

spiritual dimensions of university life;

b) support the university's exercise of free inquiry and its pursuit of the

highest standards of intellectual and moral excellence;

c) represent one's own community and its purposes with honesty and

integrity while treating other ministries and traditions with respect;

d) safeguard the religious freedom, human dignity, and personal conscience

of all individuals in the course of the activities and mission of USDHJ and

its member communities.

Section 3: Establishing and maintaining USDHJ membership. - Members must

pay an annual registration fee, as determined by the Executive Board, in order to

gain membership to USDHJ. The Executive Board may waive membership fee

requirements in specific cases.

Members commit to participating in at least three USDHJ programs during the

course of an academic year. Failure to attend three programs in an academic

year incurs probation. Failure to attend three programs the following year will

result in revocation of USDHJ privileges, until the member attends at least 3

programs.

Membership may be revoked by the decision of the Board if it is determined that

the member violated USDHJ commitments in Article III, Section 2.

Article IV

Composition, Election, and Operation of ARC Executive Board

Section 1: The Board shall be composed of the following:

1) USDHJ members in good standing.

2) A minimum of five members are required to create a working Executive

Board, and the Board should not be larger than ten members.

3) The Board should be composed of a Chair and two Co-chairs, a Vice-

chair, and other positions as determined by the Board. (See description

below.)

4) The Board will also insure that secretarial and treasurer functions are

assigned to USDHJ Board members or USDHJ staff.

Section 2: Election of the Board shall be as follows:

1) Any member of USDHJ may be eligible to run for a seat on the Board.

2) Members may be nominated by the Board or through an annual

nominations process to take place at the end of the academic year.

3) In the event of more nominations than spaces, the outgoing Board will

determine the composition of the incoming Board by majority vote.

4) If a seat is vacant for one semester or less, then that seat shall be

temporarily filled by an appointee of the Chair/Co-chair.

Section 3: Voting and Quorum. - All members of the Board shall have one vote.

Unless otherwise described herein, all the decisions of the Board shall require a

majority of votes of the members constituting a simple majority. A simple majority

of Board members shall constitute a quorum.

Section 4: Meetings. - The Board shall meet no less than 6 times a year, unless

determined otherwise by the Board by a two-thirds (2/3) vote.

Section 5: Notice. - Meeting dates and times during the year shall be decided

upon by the Board before the beginning of the Fall semester. The full schedule

will be sent by email to USDHJ members within two weeks after the dates and

times have been decided upon.

Section 6: Attendance

1) It is expected that all Board members will regularly attend meetings.

2) Non attendance of three (3) scheduled meetings without sufficient reason

within the academic year will be grounds for removal from the Board

3) Other USDHJ members and members of the campus community are

welcome to attend Board meetings with the consent of the Chair/Co-chair.

Section 7: Terms of Membership. - All members of the Board shall be elected for

a two-year term. After serving their first two terms (four years), Board members

have the option of running for a third term.

After three terms' consecutive membership, the board member must take a

hiatus of at least one year before seeking to serve again on the Board.

Section 8: Removal. - A member of the Board may be removed from office upon

a vote of at least two-thirds (2/3) of the Board.

Article V

Officers of the Executive Board

Section 1: The Board shall have the following officers:

1) Chair/Co-chair: The Chair/Co-chair shall convene and chair Board

meetings. He/she/they shall delegate and appoint Board members to

work on Board tasks and functions as needed. Chair/Co-chair shall act as

representatives for ARC on broader campus fora.

2) Vice Chair: The Vice Chair shall preside at Board meetings and shall

assume the duties of the Chair/Co-chair in his/their absence.

3) Secretary: The Board shall designate someone to act as a secretary. This

person shall attend meetings of the Board and shall keep a record of the

minutes of all meetings and shall notify all Executive Board members of

upcoming meetings.

4) Treasurer: The Board shall designate someone to act as treasurer. The

Treasurer shall, subject to the direction of the Board, keep full and

accurate accounts of receipts and shall perform such other duties as may

be prescribed by the Board, the Constitution, or these By-Laws.

Section 2: Method for Election of the Officers of the Board. - Each year, members

of the incoming Executive Board shall meet to elect or appoint officers from

within the Board, beginning with the Chair, to serve one-year terms.

Article VI

Board Expenditures

1) Expenditures for USDHJ programming in excess of P10,000.00 should be

agreed upon by a majority of the Board.

2) Proposals for funding from USDHJ members need to be presented in

writing for discussion at a Board meeting.

3) If more immediate decisions for expenditures are necessary, before the

next Board meeting, the Chair/Co-chair will consult with the Board to

establish whether there is a majority support for the expenditure and can

approve that expenditure.

Article VII

Amendments of Revisions of the By-Laws

1) A quorum of 2/3 of the Board membership is required to pass an

amendment to the by-laws.

2) When possible, the Board shall provide notice to the general USDHJ

membership of upcoming changes in USDHJ By-Laws to solicit the input

of feedback.

Adopted this 22nd day of October, 2012, in Admiral Building, Manila Philippines,

by the affirmative vote of the undersigned members representing a majority of all

the members of the association.

Matteo S. Gudocile Juan De Leon Simeon T. Kalaw

CERTIFICATION

We, a majority of the Trustees of United Students Divine Healing of

Justice hereby certify that the above is a true copy of the by-laws approved by

the members of the corporation at a members’ meeting on the date above stated.

Vicente T. Hizon Roberto A. Sanchez Gilberto U. Cheng

Countersigned:

Judeo R. Pastor

Corporate Secretary

RESOLUTION DECLARING STOCK DIVIDEND

SENTOSA BREWERY CORPORATION

RESOLVED, That out of the undivided surplus profits, a dividend of 3%

on the capital stock of the Corporation be and hereby is declared, payable in

stock of the Corporation to stockholders of record at the close of business on 25 th

of June, 2011. Scrip shall be issued in place of certificates of stock for fractional

shares and no dividend shall be paid on such scrip until the scrip representing

such shares be exchanged and certificates of stock for whole shares issued in

lieu thereof.

Approved this 23rd of July, 2011.

(Sgd.) Luciano G. Paras

Nicolas O. Santiago

Benedicto L. Sembrano

Ruben L. Nicasio

Santiago M. Crisostomo

This is to certify that the above resolution had been submitted for

approval of the stockholders of the corporation at a special meeting duly called

for the purpose on 26th July, 2011, and approved by no less than 2/3 of all stock

then outstanding and entitled to vote at said meeting.

(Sgd.) Carmelita O. Soriano

Corporate Secretary

Dated this 1st day of August, 2011.

RESOLUTION DECLARING CASH DIVIDEND

SENTOSA BREWERY CORPORATION

RESOLVED, That cash dividend of 3% is hereby declared, payable on 03

August 2011, to stockholders of record at the close of business on 23 July 2011.

Approved this 27 July 2011.

(Sgd.) Luciano G. Paras

Nicolas O. Santiago

Benedicto L. Sembrano

Ruben L. Nicasio


Countersigned:

(Sgd.) Carmelita O. Soriano

Corporate Secretary

MINUTES OF THE

ANNUAL MEETING OF STOCKHOLDERS OF

BANCO DE ORO UNIBANK, INC.

RIGODON BALLROOM, THE PENINSULA MANILA

AYALA AVENUE CORNER MAKATI AVENUE, MAKATY CITY

FRIDAY, MAY 27,2011, AT 2:00 O'CLOCK IN THE AFTERNOON

Number of shares held by shareholders:

Present in Person or Represented

by Proxy and Participant Brokers 2,251,094, 810

Number of Total Outstanding Shares

Preferred and Common 3,107,437,907

Incumbent Directors Present:

Ms. Teresita T. Sy Chairperson

Ms. Corazon S. de la Paz-Bernardo Vice Chairperson

Mr. Jesus A. Jacinto, Jr. Vice Chairman

Mr. Cheo Chai Hong Director

Ms. Farida Ichambata Director

Mr. Nestor V. Tan President

Mr. Teodoro B. Montecillo Independent Director

Atty. Antonio C. Pacis Director

Mr. Henry T. Sy, Jr. Director

Ms. Josefina N. Tan Director

Mr. Jimmy T. Tang Independent Director

I. Call to Order

The Chairperson, Ms. Teresita 'T.Sy, called the meeting to order.

II. Proof of Notice and Determination of Existence of Quorum

The Corporate Secretary, Atty. Edmundo L. Tan, certified that (a) notices for the

annual stockholders' meeting together with the agenda and the Definitive

Information Statement of the Bank were sent out by mail to all stockholders of

record as of April 4, 201 1 and likewise published in the Philippine Daily

Inquirer and The Philippine Star on May 6 and 9, 201 1, respectively, in

accordance with the Amended By-Laws of the Corporation, and (b) based on

the record of attendance, present for the meeting were stockholders, in person or

by proxy, and participant brokers holding a total of 2,251,094,810 shares,

equivalent to 72.44% of the outstanding shares of the Corporation. The

Corporate Secretary therefore certified that there was a quorum for the

transaction of the business. He recorded the minutes of the proceedings.

III. Approval of the Minutes of the Previous Annual Meeting of Stockholders held

on May 28, 2010

The Chairperson requested the Bank's Vice Chairman, Mr. Jesus A Jacinto, Jr. to

preside over the meeting. The Vice Chairman proceeded to the next item in the

agenda which was the reading and approval of the Minutes of the annual

meeting of the stockholders held on May 28, 2010. The Vice Chairman

manifested that copies of the Minutes of the said meeting were appended to the

Definitive Information Statement sent to all stockholders as of April 4, 2011.

Thereafter, upon motion duly made and seconded, the Minutes of the annual

stockholders' meeting held on May 28, 2010 were unanimously approved by the

stockholders.

IV. President's Report

The Chairman of the Meeting then gave the floor to the President of the Bank,

Mr. Nestor V. Tan, for the latter's report on the Corporation's results of operations

for 2010. The President reported on the significant business transactions

undertaken by Management and the financial targets and achievements for

the fiscal year 2010, as well as prospects for 201 1, which report was

essentially reflected in the 2010 Annual Report and Audited Financial

Statements for 2010 earlier distributed to the stockholders. He likewise presented

the 201 1 first quarter income statement highlights.

The Chairman of the Meeting then opened the floor to the stockholders

for questions on the President's Report. The President addressed the

questions and points for clarification raised by some stockholders. Mr.

Luisito Reyes, stockholder, inquired if there would be a declaration of cash

dividends for this year. The Chairperson replied in the affirmative and said

that this will be taken up at the later part of the meeting.

Another stockholder asked about BDO Unibank's plans in acquiring Asiatrust

Bank. The President replied in the negative and that there were no

developments on the subject. The same stockholder asked if BDO Unibank is

planning on having on-line market trading. The President responded that

Management is looking at expanding so that more clients would be

reached through internet banking. Thereafter, the stockholder stated that he is

investing in foreclosed properties and noted that BDO Unibank would offer only

up to 5-year term when one buys a foreclosed property and that the Bank

would require 30% down payment. He then recommended that Management

take a look at reducing the down payment and making the terms flexible up

to 15 years. The President replied that Management actually evaluates it on a

case to case basis. In line with BDO Securities, a stockholder asked how

the Bank would justify such expansion compared to other consumer

business and how much growth the brokerage generate. Moreover, the

stockholder asked what the 2010 would be in terms of future book value

per share trend of BDO. The President replied that the securities business is

something that the Bank is trying to develop so that it could service its existing

consumer clients as the Bank has a huge client base in the branch network as

well as in the Private Bank. Management is strategizing on building products for

this segment and the expansion of securities is not going after a new market, but

an improvement of the services to existing client base. On the book value the

President stated that the book value is about Php 30.00 per share as of end

2010.

Mr. Eduardo Lucero, stockholder, congratulated the Management and staff

of the Bank for its outstanding performance. He remarked that he has been a

client for a long time and is quite satisfied with the services of the Bank. He

likewise mentioned that the lines at branches are too long which is good

because it meant that a lot of clients come in, but requested Management

to find a way for this to be resolved. The President said that Management is

cognizant of the queue and in most instances the limitations have to do with

space and managing peaks. Subsequently, the President took note of Mr.

Lucero's comments and suggestions. Another stockholder recommended for

the consideration of Management the waiver of the membership and annual

fee for stockholders of the Bank who are also BDO cardholders especially BDO

Visa. He also asked how much dividends would be declared. The Chairperson

took note of the stockholder's comments and reiterated that dividends would be

declared later at the meeting. Mrs. Lourdes Marasigan, stockholder, took the

floor and commented that the body ask for the blessings of the Lord who

established the Bank and to let Jesus enter into the hearts of all those present.

She likewise asked God to bless the Bank and all those present. The

Chairperson noted Mrs. Marasigan's comments. Thereafter, upon motion duly

made and seconded, the President's report with the Audited Financial

Statements of the Bank for the period ending December 3 1, 201 0, was noted

and unaniinously approved by the stoclcholders through the following resolution:

Stockholders' Resolution No. 01-2011

RESOLVED,That the President's Report and the Audited Financial Statements

of Banco De Oro Unibank, Inc. for the period ending December 3 1,2010, be, as

they are hereby, approved and ratified.

V. Approval and Ratification of All Acts of the Board of Directors, Board

Committees, and Management during their Term of Office

The stockholders then proceeded to the next item in the agenda which was the

ratification of all acts, transactions and contracts entered into as well as

resolutions made and adopted by the Board of Directors and its duly constituted

committees and of the Management of the Bank from the date of the annual

stockholders' meeting in 2010 up to this year's annual meeting, as reflected in

the minutes of the meetings of the Board of Directors, and its duly constituted

committees and of the Management for the period.

Considering that there were specific acts or transactions which were required by

law to be approved by the stockholders, and upon motion duly made and

seconded, all acts, transactions and contracts entered into as well as resolutions

made by the Board of Directors and its duly constituted committees and of

Management from the date of annual stockholders' meeting in 2010 to the

present, as reflected in the minutes of the Board of Directors and of its duly

constituted committees, were APPROVED, CONFIRMED, and RATIFIED by the

stockholders through the following resolution:


RESOLVED, That all of the resolutions, acts and proceedings of the Board of

Directors of Banco De Oro Unibank, Inc. (BDO Unibank), heretofore

adopted and taken at the several meetings of the Board since the annual

stockholders' meeting of BDO Unibank in 2010 including contracts, transactions,

and investments in allied and non-allied undertakings heretofore adopted, as

shown by the records and the minutes books of BDO Unibank, and all of the

acts of the duly constituted committees and of Management in carrying out

and promoting the purposes, objects, and interests of BDO Unibank since

the annual stockholders' meeting in 2010, be, as they are hereby, approved

and ratified.

VI. Election of the Board of Directors

The Chairman of the Meeting announced as the next item in the agenda the

election of members of the Board of Directors for 2011. The body then proceeded

to the election of the Board of Directors of the Bank. The Chairman of the

Meeting inquired from the Chairman of the Nominations Committee who

the individuals nominated as directors for year 201 1 were, who had all the

qualifications and none of the disqualifications, as evaluated by the Bank's

Nominations Committee, as well as those individuals nominated as

independent directors of the Bank.

Mr. Henry T. Sy, Jr, Chairman of the Nominations Committee, reported that there

were only eleven (11) persons nominated to, and qualified for, the eleven (I 1)

seats in the Board. The following persons have been nominated and are

qualified to serve as directors for 201 1: Cheo Chai Hong, Corazon S. de la

Paz- Bemardo, Farida Kharnbata, Jesus A. Jacinto, Jr., Teodoro B. Montecillo,

Antonio C. Pacis, Henry T. Sy, Jr., Teresita T. Sy, Josefina N. Tan, Nestor V. Tan,

and Jimmy T. Tang. Mr. Sy confirmed that the Nominations Committee had

determined that the following had all the qualifications and none of the

disqualifications to be directors of the Corporation:

Cheo Chai Hong

Corazon S. de la Paz-Bernardo

Farida Ichambata

Jesus A. Jacinto, Jr.

Antonio C. Pacis

Henry T. Sy, Jr.

Teresita T. Sy

Josefina N. Tan

Nestor V. Tan

Independent Directors:

Teodoro B. Montecillo

Jimmy T. Tang.

Considering that there were only eleven (11) persons nominated to, and

qualified for, the eleven (11) seats in the Board, the Corporate Secretary was

instructed to cast, as he did cast, all the votes in favor of those eleven (11)

persons, and they were thereupon declared elected as Directors to serve for a

term of one (1) year and until their successors shall have been elected and

qualified.

VII. Matters for Stockholders' Approval

The Chairman of the meeting stated that the Board of Directors of the

Bank passed resolutions approving and endorsing for Stockholders' approval

and ratification the change of the Bank's corporate name from "Banco De Oro

Unibank, Inc." to "BDO Unibank, Inc." and the corresponding amendment to

First Article of the Bank's Articles of Incorporation and the Code of By-Laws.

Upon motion made and duly seconded, the stockholders unanimously approved

and ratified the Board resolutions on the change of the Bank's corporate

name from "Banco C'e Oro Unibank, Inc." to "BDO Unibank, Inc." and the

corresponding amendment to First Article of the Bank's Articles of Incorporation

and the Code of By-Laws through the adoption of the following resolutions:


RESOLVED,That the stockholders approve and ratify, as they hereby

approve and ratify, Board Resolution No. 043-20 1 1 adopted on January 29,20

1 1 which reads as follows:

"RESOLVED, That the Board approve, as it hereby approves, the

amendment to Banco De Oro Unibank, Inc.'s Articles of Incorporation

changing the name of the Corporation:

FROM:

"FIRST - That the name of the corporation shall be BANCO DE ORO UNIBANK,

INC."

TO:

"FIRST - That the name of the corporation shall be BDO UNIBANK, INC. Doing

business under any of the following names and styles: BDO, BDO Unibank,

Banco De Oro, Banco De Oro Unibank, BDO Banco De Oro"

"RESOLVED, FURTHER, That the Board approve, as it hereby approves,

the amendment of the name of the Bank appearing in the By-Laws:

FROM: "BANCO DE ORO UNIBANK, INC."

to

"BDO UNIBANK, INC. Doing business under any of the follow in^ names and

styles: BDO, BDO Unibank, Banco De Oro, Banco De Oro Unibank, BDO Banco

De Oro"

- and -

Stockholders' Resolution No. 03-A-2011

RESOLVED,That the stockholders approve and ratify, as they hereby

approve and ratify, Board Resolution No. 1 16-2011 adopted on May 27,201 1

which reads as follows: "RESOLVED, That any one (1) of the President,

Corporate Secretary or any Director of the Corporation is hereby authorized

and empowered, for and on behalf of the Corporation, to sign, execute, deliver

and cause the submission of the amended Articles of Incorporation and By-Laws

of the Corporation changing the name of the Corporation, certified by a majority

of the directors and the Corporate Secretary, and any and all documents

necessary for any and all transactions related to the said amendment of

the Articles of Incorporation and By-Laws of the Corporation, to the Bangko

Sentral ng Pilipinas, Securities and Exchange Commission, Bureau of

Internal Revenue and other governmental authorities, to sign, execute and

deliver any and all documents, and to do any and all acts, necessary and proper,

to give the pertinent resolutions force and effect."

VIII. Appointment of External Auditor

The Chairman of the Meeting then announced that the next item in the

agenda would be the appointment of the external auditor for the year 20 11.

Upon motion duly made and seconded, the following resolution was adopted:


RESOLVED,That the stockholders approve, as they hereby approve, the

appointment of Punongbayan & Araullo, CPAs as the external auditor of Banco

De Oro Unibank, Inc. for the year 201 1 under such terms and conditions

as may be approved by the Board of Directors.

IX. Other Matters

Declaration of dividends

The President informed the stockholders that at the regular meeting of the

Bank's Board of Directors held earlier that day, the Board approved the

declaration of cash dividends 311 common shares at the rate of P1.OO per

share, payable following the approval of the Bangko Sentral ng Pilipinas of

the cash dividend declaration. At this juncture, a stockholder laid emphasis on

the increase of the dividends from Php 0.80 declared last year to the Php 1.00 for

the year, and thanked the Board for that. Vice Chairperson Jacinto thanked the

stockholder for pointing that out. Thereafter, the stockholders NOTED the

declaration of cash dividends on common shares at the rate of P1.OO per share.

X. Adjournment

There being no further business to transact, and upon motion duly made and

seconded, the meeting was adjourned at 3:00 o'clock in the afternoon.

EDMUNDO L. VAN

Corporate Secretary

ATTESTED:

Teresita T. Sy

Chairperson Of The Board

Stockholders’ Resolution Declaring Dissolution of the Firm

WE, the stockholders of Wyang MedCorp Inc., hereby RESOLVED

unanimously to DISSOLVE the same, with the consent of the corporation

creditor/creditors whose signature/signatures appear below; and it appearing that

the dissolution does not affect the rights of any creditor or creditors by reason of

the corporate creditor’s/creditors’ consent, this dissolution may be effected

without need of judicial intervention, provided this resolution is published for six

consecutive weeks in The Philippine Daily Inquirer, a newspaper of general

circulation in Mandaluyong City; and provided, further, that a copy of this

resolution, duly certified by a majority of the directors and countersigned by the

corporate secretary, is, after such publication, filed with the Securities and

Exchange Commission, pursuant to law.

RESOLVED at Wyang MedCorp Inc. Building, Mandaluyong City this 22nd

day of February, 2012.

Stockholders: Creditors:

Luciano G. Paras Nickel Asia Corporation

Nicolas O. Santiago Sulpicio Guevarra

Benedicto L. Sembrano Crisaldy Guerrero

Ruben L. Nicasio Geronimo Posadas


Emanuel G. Mamauag

Lorna F. Syquia

Homero D. Mateo

Corazon C. Quirino

Luigi M. Matias

CERTIFIED CORRECT:

Albano S. Nicario

Salome Y. Tiu

Crisanto F. Baldomero

COUNTERSIGNED:

Aurora S. Tan

Corporate Secretary

Because form usage and filing requirements differ from state to state, it is pru-

dent to seek advice from an attorney; however, familiarity with the following

forms will help you prepare for attorney meetings.

1. Notice Of Dissolution

General Notice Of [Corporation] [Partnership] [Limited Liability Company]

Dissolution

To: (insert name and address)

Please be advised that the [corporation] [the partnership between (insert partner

names)] [limited liability company between (insert member names)] known as (in-

sert name of business), doing business at (insert address) will be dissolved by

[shareholder and director resolution] [mutual consent of the partners] [[mutual

consent of the members] [pursuant to the terms of the limited liability company

agreement] [by reason of the death of (insert deceased member's name]] as of

(insert dissolution date).

All debts owed to the [corporation] [partnership] [limited liability company], and all

claims against the [corporation] [partnership] [limited liability company], will be re-

ceived by (insert name of the individual responsible for liquidation), at the busi-

ness address set forth above.

Dated: (insert date)

(insert signatures of [corporate secretary][partners][limited liability members]

Notice Of Dissolution Of A Business To Debtors And Creditors

To: (insert name and address of creditor or debtor)

Please be advised that the [corporation] [the partnership between (insert partner

names)] [limited liability company between (insert member names)] known as (in-

sert name of business), doing business at (insert address) will be dissolved by

[shareholder and director resolution] [mutual consent of the partners] [[mutual

consent of the members] [pursuant to the terms of the limited liability company

agreement] [by reason of the death of (insert deceased member's name]] as of

(insert dissolution date).

1. All claims against the assets of the [corporation] [partnership] [limited liability

company] must be made in writing and include the claim amount, basis and origi-

nation date.

2. The deadline for submitting claims is (insert date reflecting the minimum num-

ber of days allowed pursuant to state statute).

3. Any claims that are not received by the [corporation][partnership][limited liabil-

ity company] prior to the date set forth above will not be recognized.

4. Debtors are requested to pay all outstanding obligations no later than (insert

number of days) days from the date of this notice. Payments should be made to

(insert name of individual or entity designated to receive payment).

5. All claims and payments must be sent to (insert address).

Dated: (insert date that notice is mailed)

(insert signatures of [corporate secretary][partners][limited liability members]

2. Notice Of Intent To Dissolve A Corporation

To the Secretary of State of (insert the name of the state where your corporation

was incorporated):

Pursuant to (insert the citation of the statute requiring notice), the undersigned

corporation submits the following notice of intent to dissolve the corporation:

1. The name of the corporation is: (insert name of the corporation)

2. On (insert meeting date) the shareholders of the corporation unanimously

adopted a resolution to begin dissolution of the corporation on (insert date). The

resolution further sets forth the following:

A. That at the earliest practicable date, the following will be accomplished:

(1) Complete liquidation of (insert name of corporation ),

(2) Payment of all corporate debts, and

(3) Distribution of any remaining cash, securities, and cash realized from the sale

of securities or corporate assets to the stockholders.

B. That the directors and officers of (insert name of corporation) are authorized

and directed to immediately initiate the liquidation of the corporation so that its

assets or the proceeds therefrom can be distributed to its stockholders prior to

(insert date).

C. That promptly thereafter, the charter and franchise of (insert name of corpora-

tion) will be surrendered and the corporation dissolved.

D. That(insert name of corporation) discontinue transacting all business as of (in-

sert date), except that which is necessary or incidental to liquidation and winding

up affairs.

3. The names and addresses of the corporate officers are:

President: (insert name and address)

Vice President: (insert name and address)

Secretary : (insert name and address)

Treasurer : (insert name and address)

4. The names and addresses of the corporate directors are:

(insert name and address)





(insert corporation name)

By: (insert name and signature of President)

(insert name and signature of Secretary)

(obtain notarization if necessary)

3. LIMITED LIABILITY COMPANY ARTICLES OF DISSOLUTION

Pursuant to (insert the citation of the statute requiring the filing of Articles of Dis-

solution) the undersigned Limited Liability Company adopts the following Articles

of Dissolution for the purpose of dissolving:

1. The name of the limited liability company is: (insert name of company)

2. All debts, obligations, and liabilities been paid or discharged.

3. All remaining property and assets of (insert name of company) have been dis-

tributed among its Members in accordance with their respective rights and inter-

est.

4. (insert name of company) elected to dissolve by written consent of all Mem-

bers. A copy of the written consent to dissolve is attached and incorporated

herein.

5. The names and addresses of the managers are:






(insert company name)

By: (insert name and signatures of members)

(obtain notarization if necessary)

Documents

Adlaw Corporate Proc