ARTICLES OF INCORPORATION

OF

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:

FIRST: The name of this corporation shall be:

SCOTTS SMOKEYARD CORP.

SECOND: A. That the primary purpose of this corporation is subject to the Constitution and
the laws of the Republic of the Philippines; to raise, process, manufacture and package all
kinds of food products including but not limited to fast food, confectionary, condiments,
sandwiches, prepared foods, etc.

Secondary Purposes
1. To establish, operate, and maintain restaurant, coffee shops, and refreshments parlors;
to serve, arrange and cater foods, drinks, refreshments and other foods or
commodities; to offer such other services to the public; and to do and perform such
other acts and things necessary or incidental to the accomplishments of the foregoing
corporate business and objects insofar as may be allowed by applicable laws and
regulations including without limitation.
2. To invest its funds in shares of stock of other companies, bonds, debentures, and in all
forms of enterprises, as may be permitted by the Philippine Laws;
3. In connection with its business, to borrow money from not more that nineteen (19)
lenders including its stockholders;
4. To issue its own bonds, debenture, promissory notes, and other evidence of
indebtedness for the purpose of borrowing or raising money;
5. To carry on the business of public and private warehouse and all the business
necessarily or impliedly incidental and/or connected thereto; to carry on the business
of general warehousing, to construct, hire, lease, purchase, operate and from the
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storage place, either by land or by water of any and all products goods, wares,
merchandise or manufactured goods; to issue certificates, warrant, and receipts
negotiable or otherwise, to persons warehousing their goods with the company;
6. To apply for, obtain, register, or otherwise acquire and to hold, use, operate or dispose
of, any trademarks, trade names, patents, inventions, improvements, and processes
used in connections with, or secured under letters patent of the Philippines, or other
countries.
7. Without in any particular limiting the powers of the corporation, it is hereby expressly
declared and provided that the corporation shall have the power to make, perform,
carry out contracts of every sort and kind with any person, firm or corporation,
private, public, or municipal or body politic, and with the Government of any country;
to have one or more branch offices out of the Philippines or in any other country; and
in carrying on its business, to do any and all acts and things and to exercise any and
all powers which may be necessary or convenient to the accomplishment or
furtherance of its business or which an individual person could do and exercise and
which now or hereafter may be authorized by law.
8. To guarantee obligations of corporations in which it has interest