ARTICLES OF INCORPORATION

of

A3 LOGISTICS PHILIPPINES, INC.

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned incorporators, all of legal age, have this day voluntarily agreed to
form a stock corporation under the laws of the Republic of the Philippines;

THAT WE HEREBY CERTIFY:

Article I: That the name of said corporation shall be:

A3 LOGISTICS PHILIPPINES, INC.

Article II: That the purpose or purposes for which such corporation is incorporated
are:

PRIMARY PURPOSE

To engage in the business of storage, warehousing and freight business by forwarding

parcels, packages, merchandise, goods and articles of every name and description from one
place to another, within the territorial jurisdiction of the Philippines; to undertake the
business of a non-vessel operating common carriers (NVOCC), cargo consolidator, break
bulk agents in the hauling, carrying, distributing, loading and unloading of all classes of
goods and merchandise.

SECONDARY PURPOSES

1. To purchase, acquire, own, lease, sell and convey real properties and personal
properties as may be necessary or incidental to the conduct of the corporate business, and to
pay in cash, shares of its capital stock, debentures and other evidences of indebtedness, or
other securities, as may be deemed expedient, for any business or property acquired by the
corporation;

2. To borrow or raise money necessary to meet the financial requirements of its

business by the issuance of bonds, promissory notes and other evidences of indebtedness, and
to secure the re-payment thereof by mortgage, pledge, deed of trust or lieu upon the
properties of the corporation or to issue pursuant to law shares of its capital stock, debentures
and other evidences of indebtedness in payment for properties acquired by the corporation or
for money borrowed in the prosecution of its lawful business;

3. To invest and deal with the money and properties of the corporation in such
manner as may from time to time be considered wise or expedient for the advancement of its
interests and to sell, dispose of or transfer the business, properties and goodwill of the
corporation or any part thereof for such consideration and under such terms as it shall see fit
to accept;

4. To aid in any manner any corporation, association or trust estate, or any firm
or individual, any share of stock in which or any bonds, debentures, notes, securities
evidences of indebtedness, contracts or obligations of which are held by or for this
corporation, directly or indirectly or through other corporations or otherwise;

5. To enter into any lawful arrangement for sharing profits, union of interest,
utilization or farm out agreement, reciprocal concession, or cooperation, with any
corporation, association, partnership, syndicate, entity, person or governmental municipal or
public authority, domestic or foreign, in the carrying on of any business or transaction
deemed necessary, convenient or incidental to carrying out any of the purposes of this
corporation;

6. To acquire or obtain from any government or authority, national, provincial,

municipal or otherwise, or any corporation, company or partnership or person, such charter,
contracts, franchise, privileges, exemption, licenses, and concessions as may be conducive to
any of the objects of the corporation;

7. To establish and operate one or more branch offices of agencies and to carry
on any of all of its operations and business without any restrictions as to place or amount
including the right to hold, purchase or otherwise acquire, lease, mortgage, pledge, and
convey or otherwise deal in and with real and personal property within the Philippines; and

8. To conduct and transact any and all lawful business, and to do or cause to be
done any one or more of the acts and things herein set forth as its purposes and to do
everything necessary, desirable or incidental to the accomplishment of the purposes or the
exercise of any one or more of the powers herein enumerated, or which shall at any time
appear conducive to or expedient for the protection or benefit of this corporation.

Article III: That the principal office of the corporation is to be established is at 277
Zaragosa Street Tondo, Manila, Philippines;

Article IV: That the term for which said corporation is to exist is fifty (50) years from
and after the date of issuance of the certificate of incorporation;

Article V: That the names, nationalities and residences of the incorporators of the
corporation are as follows:

Name Nationality Residence

Arden B. Espera
Alicia R. Areglado
Alfred R. Areglado
Janette M. Areglado
Marie Jerzen D. Aquino
Filipino 117 Kamuning Road, Kamuning Quezon City
Filipino 24 Boston St. Greenville Subdivision Merville
Park, Paranaque City
Filipino 24 Boston St. Greenville Subdivision Merville
Park, Paranaque City
Filipino 24 Boston St. Greenville Subdivision Merville
Park, Paranaque City
Filipino No. 39 Francisco Drive, Osmena St. TS Cruz
Subdivision, Quezon City

Article VI: That the number of directors of the corporation shall be five (5) and that the
names, nationalities and residences of the first directors who are to serve until their successors are
elected and qualified as provided by the by-laws are as follows:
 Name
Arden B. Espera
Alicia R. Areglado
Alfred R. Areglado
Janette M. Areglado
Marie Jerzen D. Aquino
Nationality Residence
Filipino 117 Kamuning Road, Kamuning Quezon City
Filipino 117 Kamuning Road, Kamuning Quezon City
Filipino 24 Boston St. Greenville Subdivision Merville
Park, Paranaque City
Filipino 24 Boston St. Greenville Subdivision Merville
Park, Paranaque City
Filipino No. 39 Francisco Drive, Osmena St. TS Cruz
Subdivision, Quezon City

Article VII: That the authorized capital stock of the corporation is NINE MILLION
PESOS (P9,000,000.00) in lawful money of the Philippines, divided into 90000 shares with
the par value of One Hundred Pesos (P100.00) per share;

Article VIII: That at least 25% of the authorized capital stock above stated has been
subscribed and at least 25% of the total subscription has been paid, as follows:

Name Nationality No. Of Shares Amount Amount Paid

Subscribed Subscribed
Arden B. Espera Filipino 6,750 P675,000.00 P150,000.00
Alicia R. Areglado Filipino 1,125 P112,500.00 P75,000.00
Alfred R. Areglado Filipino 6,750 P675,000.00 P150,000.00
Janette M. Areglado Filipino 1,125 P112,500.00 P75,000.00
Marie Jerzen D. Aquino Filipino 6,750 P675,000.00 P150,000.00
Total 22,500 P2,250,000.00 P600,000.00

Article IX: No transfer of stock or interest which shall reduce the 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 recorded in the proper books of the corporation
and this restriction shall be indicated in all stock certificates issued by the corporation;

Article X: That Marie Jerzen D. Aquino has been elected by the subscribers 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 the name and for the benefit of the corporation, all subscription or contributions or
donations paid or given by the subscribers or members;

Article XI: That the incorporators and directors undertake to change the name A3
Logistics Philippines, Inc. of the corporation immediately upon receipt of notice or directive
from the Securities and Exchange Commission that another corporation, partnership, or
person has acquired a prior right to the use of that name or that name has been declared
misleading, deceptive, confusingly similar to a registered name, or contrary to public morals,
good customs or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation,

this __________________ in _____________________, Republic of the Philippines.

ARDEN B. ESPERA ALICIA R. AREGLADO

TIN: 215-374-732 TIN: 215-056-378
 ALFRED R. AREGLADO JANETTE M. AREGLADO
TIN: 912-389-977 TIN: 203-802-088

MARIE JERZEN D. AQUINO

TIN: 302-713-970

SIGNED IN THE PRESENCE OF:

_________________________ _________________________

ACKNOWLEDGMENT

Republic of the Philippines )

______________________ ) S.S.

BEFORE ME, this ______________________ in __________________,

Philippines, personally appeared:

Name Evidence of Identity Date and Place Issued

Arden B. Espera
Alicia R. Areglado
Alfred R. Areglado
Janette M. Areglado
Marie Jerzen D. Aquino

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 their free and voluntary act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial

seal, on the day, year and place above written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2013.