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: are as follows: The names, nationalities, and residences of the incorporators

Name (1) Emanuel G. Mamauag

Nationality Filipino

Residence Blk 1, Lot 2, St. Peter Street, San Lorenzo Village, Makati City

(2) Lorna F. Syquia

Filipino

Blk 2, Lot 4, St. Agustine Street, San Lorenzo Village, Makati City

(3) Homero D. Mateo (4) Corazon C. Quirino

Chinese 123 St. Mary Street, San Lorenzo Village, Makati City Chinese 345 St. John Street, San Lorenzo Village, Makati City Filipino 678 St. Luke Street, San Lorenzo Village, Makati City

(5) Luigi M. Matias

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: No. of Name Nationality shares Subscribed 1) Emanuel G. Mamauag (2) Lorna F. Syquia (3) Homero D. Mateo Italian 14 10,000,000.00 10,000,000.00 Filipino 12 9,000,000.00 9,000,000.00 Filipino 10 3,000,000.00 3,000,000.00 Amount Subscribed Amount Paid

(4) Corazon C. Quirino (5) Luigi M. Matias Total

Mexican

16

23,000,000.00

23,000,000.00

Filipino 18 16,000,000.00 P61,000,000.00 16,000,000.00 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 Rolando C. Nicasio Gualberto S. Tio Passport No. V-123456 AB-65544 Date Nov. 17, 2009 July 12, 2009 Place Manila 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 Page No. 678 Book No. 14 Series 2008 Estacio G. Palafox Notary Public Until December 31, 2010 PTR No. 8798754 2/14/04 Pasig City IBP No. 45937 1/09/04 Pasig City ROA 84237

TREASURERS 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 Page No. 678 Book No. 14 Series 2008 Estacio G. Palafox Notary Public Until December 31, 2010 PTR No. 8798754 2/14/04 Pasig City IBP No. 45937 1/09/04 Pasig City 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 oclock 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 bylaws 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 bylaws. 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 CERTIFICATION

Lorna F. Syquia

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 Countersigned: Lorna F. Syquia Corporate Secretary Corazon C. Quirino Luigi M. Matias

ARTICLES OF INCORPORATION 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 Babielyn B. Bacnat Rosemarie R. Gregorio Rowena R. Sequino Carmelita T. Bautista Oscar F. Lagros Constacia D. Fule Fulgencio R. Torres St. Juanito E. Sales Dominador R. Pobre Cirila F. Salvador Dionisia P. Pacquiao Estrella J. Cruz Marilyn C. Borja Margaret R. Bautista Ricardo M. Orosa Catarina G. Pedroso Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino 32 C Millionaires Vill 24-2 C Millionaires Vill B4 L7 Greenfields Subd B9 L4 Greenfields Subd 19 A Donata Subd. 24 F Donata Subd 14 Ramirez St B5 L9 Greenfields Subd 23 Blue St., Metrogreen Subd CITIZENSHIP Filipino Filipino Filipino Filipino Filipino Filipino Filipino RESIDENCE 12 A Ramirez St. 12 Ramirez St. 12 - B Ramirez St. 14 - C Ramirez St. B3 L3 Quail St., San Bartolome 24 C Millionaires Vill. 19 Xavier Vill, Orosa

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 Rosemarie R. Gregorio Fulgencio R. Torres St. Juanito E. Sales Cirila F. Salvador Carmelita T. Bautista

CITIZENSHIP Filipino Filipino Filipino Filipino Filipino

RESIDENCE 12 Ramirez St. 19 Xavier Vill, Orosa 32 C Millionaires Vill B4 L7 Greenfields Subd 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 Rosemarie R. Gregorio Fulgencio R. Torres Juanito E. Sales Cirila F. Salvador Carmelita T. Bautista AMOUNT P 80,000.00 P 30,000.00 P 35,000.00 P 35,000.00 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 Felicidad O. Tantoco Pilar S. Quirino David R. Simplicio Elizabeth S. Tuddao Franco D. Lopez Marina E. Cantas Leila O. De Castro

SIGNED IN THE PRESENCE OF: Monette D. Sentosa Nicasio G. Baltazar

ACKNOWLEDGMENT 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: Name Benjamin T. Roque Marina E. Cantas Passport No. V-124653 AB-65839 Date Nov. 17, 2009 July 12, 2009 Place Manila 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 Page No. 678 Book No. 28 Series 2008 Rigoberto L. Icasiano Notary Public Until December 31, 2010 PTR No. 8798754 2/14/04 Pasig City IBP No. 45937 1/09/04 Pasig City ROA 85237

ARTICLES OF INCORPORATION 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: THE UNITED STUDENTS DIVINE HEALING OF JUSTICE 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 Matteo S. Gudocile Juan De Leon Marco R. Guidote Simeon T. Kalaw Judeo R. Pastor NATIONALITY Filipino Filipino Filipino Filipino Filipino RESIDENCE B2 L3 R. Papa St. 23 San Simon St. 15 San Simon St. 9 Kalaw St. 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 Noli M. Locsin Vicente T. Hizon Marlou M. Aquino Roberto A. Sanchez Gilberto U. Cheng NATIONALITY Filipino Filipino Filipino Filipino Filipino RESIDENCE 23 Kalaw St. 5 Xavier Subd. 12 Legarda St. 3 Xavier Subd. 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

ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) MANILA)S.S. BEFORE ME, a Notary Public for and in Manila this 16TH day of October, 2012, personally appeared: Name Juan De Leon Judeo R. Pastor Passport No. V-124983 AB-60839 Date Nov. 17, 2009 July 12, 2009 Place Manila 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 Page No. 678 Book No. 28 Series 2008 Simeon J. Ibarra Notary Public Until December 31, 2010 PTR No. 8798754 2/14/04 Pasig City IBP No. 45937 1/09/04 Pasig City ROA 84437

BY-LAWS OF THE UNITED STUDENTS DIVINE HEALING OF JUSTICE 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 adhoc 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 Vicechair, 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 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 Simeon T. Kalaw

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 Santiago M. Crisostomo 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 Number of Total Outstanding Shares Preferred and Common Incumbent Directors Present: Ms. Teresita T. Sy Ms. Corazon S. de la Paz-Bernardo Mr. Jesus A. Jacinto, Jr. Mr. Cheo Chai Hong Ms. Farida Ichambata Mr. Nestor V. Tan Mr. Teodoro B. Montecillo Atty. Antonio C. Pacis Mr. Henry T. Sy, Jr. Ms. Josefina N. Tan Mr. Jimmy T. Tang 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 Chairperson Vice Chairperson Vice Chairman Director Director President Independent Director Director Director Director Independent Director 3,107,437,907 2,251,094, 810

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: Stockholders' Resolution No. 02-2011 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:

Stockholders' Resolution No. 03-2011 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: Stockholders' Resolution No. 04-2011 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 creditors/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: Luciano G. Paras Nicolas O. Santiago Benedicto L. Sembrano Ruben L. Nicasio Santiago M. Crisostomo Emanuel G. Mamauag Lorna F. Syquia Homero D. Mateo Corazon C. Quirino Luigi M. Matias Creditors: Nickel Asia Corporation Sulpicio Guevarra Crisaldy Guerrero Geronimo Posadas

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 prudent 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 (insert 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 received by (insert name of the individual responsible for liquidation), at the business 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 (insert 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 origination date. 2. The deadline for submitting claims is (insert date reflecting the minimum number of days allowed pursuant to state statute). 3. Any claims that are not received by the [corporation][partnership][limited liability 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 corporation) will be surrendered and the corporation dissolved. D. That(insert name of corporation) discontinue transacting all business as of (insert 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 name and address) (insert name and address) (insert name and address) Dated: (insert date) (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 Dissolution) 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 distributed among its Members in accordance with their respective rights and interest. 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 name and address) (insert name and address) (insert name and address) (insert name and address) Dated: (insert date) (insert company name) By: (insert name and signatures of members) (obtain notarization if necessary)