JOLLIBEE FOODS CORPORATION

Reasons for Expansion

For all businesses, growth means success. Expansion creates new

opportunities, brings in more customers and generate greater profits. The
advantage of business growth is that you can bring down cost per unit and
achieve more savings by getting discounts for buying in bulk, it will increase your
company’s resources and stocks which means that it will also generate more
sales and profit and reach new customers and/or market. Expansion can also
give an impression of greater financial viability of the business because financial
institutions often see larger businesses as more credible and stable than their
smaller competitors.
 ARTICLES OF INCORPORATION

OF

D’ WILD BUFFALLO WINGS INC.

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and all 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.

AND WE HEREBY CERTIFY:

First: That the name of said corporation shall be “D’ WILD BUFFALLO
WINGS INC.”.

Second: That the purpose for which such corporation is:

To engage in the business of food processing, manufacturing, and

packaging of food products; to operate and maintain restaurants and allow
potential franchise; and to do and perform any lawful act or things necessary to
the accomplishment of the foregoing corporate business insofar as may be
allowed by applicable laws, rules and regulations without limitations.

Third: That the place where the principal office of the corporation is to be
established at:

4th Floor, Uy Building, Barangay 6, Catbalogan City, Samar Philippines.

Fourth: The corporation will have a perpetual existence, unless dissolved

by the officers, directors or shareholders, or by operation of law.

. Five: That the names, nationalities and residences of the incorporators

are as follows:

Name Nationality Residence

Jollibee Foods Corporation Filipino Jollibee Bldg., Ortigas Center, Pasig City

Samar Mohamed B. Bandoukji Filipino Brgy. 13, Catbalogan City, Samar

Jheanniver C. Nablo Filipino Brgy. 1, Hinabangan, Samar

Dexter M. Uy Filipino Brgy. 2, Catbalogan City, Samar

 Sixth: That the number of directors of the corporation shall be four (4);
and the names and residences of all the directors of the corporation, who are to
serve until their successor are elected and qualified as provided by the By-Laws,
are as follows:

Name Residence

Jollibee Foods Corporation Jollibee Bldg., Ortigas Center, Pasig City

Samar Mohamed B. Bandoukji Brgy. 13, Catbalogan City, Samar

Jheanniver C. Nablo Brgy. 1, Hinabangan, Samar

Dexter M. Uy Brgy. 2, Catbalogan City, Samar

Seventh: That the authorized capital stock of the corporation is Four

Million Philippine Pesos (PHP 4,000,000.00), divided into One Hundred Thousand
(100,000) shares with the par value of Forty Philippine pesos (PHP 40.00) per
share.

Eighth: At least 50% of the authorized capital stock has been subscribed
and has been paid by the following members:

No. of
Amount Amount
Name of Subscriber Nationality Shares
Subscribed Paid
Subscribed
Jollibee foods corporation Filipino 18,750 PHP 750,000 PHP 750,000
Samar Mohamed B.
Bandoukji Filipino 12,500 PHP 500,000 PHP 500,000

Jheanniver C. Nablo Filipino 9,375 PHP 375,000 PHP 375,000

Dexter M. Uy Filipino 9,375 PHP 375,000 PHP 375,000

Ninth: That Samar Mohamed B. Bandoukji has been elected by the

subscribers as Treasurer of the Corporation to act as such until after the
successor is duly elected and qualified in accordance with the By-Laws, that as
Treasurer, she has been authorized to receive in the name and for the benefit of
the corporation, all subscriptions and contributions given by the subscribers or
members, who certifies the information set forth in the seventh and eighth
clauses above, and that the paid-up portion of the subscription in cash and/or
property for the benefit and credit of the corporation has been duly received.
 Tenth: That the incorporators undertake to change the name of the
corporation immediately upon receipt of notice from the Securities and Exchange
Commission (SEC), that another corporation, partnership or person has acquired
a prior right to the use of such name, that the name has been declared not
distinguishable from a name already registered or reserved for the use of
another corporation, or that it is contrary to law, public morals, good customs or
public policy.

Eleventh: No transfer of stock or interest which shall reduce the

ownership of Filipino citizens to less than the required percentage of capital stock
as provided by existing laws shall be allowed or permitted to be recorded in the
proper books of the corporation, and this restriction shall be indicated in all stock
certificates issued by the corporation.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this 10th day of January 2021 at Catbalogan City, Samar,
Philippines.

(sgd) (sgd)
TONY TAN CAKTIONG SAMAR MOHAMED B. BANDOUKJI
(Chairman of JFC) TIN: 573-643-749
TIN: 111-391-738

(sgd) (sgd)
JHEANNIVER NABLO DEXTER UY
TIN: 873-783-738 TIN: 628-947-898
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

PROVINCE OF SAMAR ) SS

CITY OF CATBALOGAN )

BEFORE ME, a Notary Public in and for the City of Catbalogan, Samar,
Philippines, this 10th day of January 2021, personally appeared:

Name Competent Evidence of Identity

Tony Tan Caktiong Passport ID No. P3540198A issued on June 30,

2017 expiring on July 1, 2022

Samar Mohamed B. Bandoukji Passport ID No. P8742345B issued on August

28, 2020 expiring on August 29, 2030

Jheanniver C. Nablo Passport ID No. P8873257D issued on January

15, 2020 expiring on January 16, 2030

Dexter M. Uy Passport ID No. E9237643A, issued on July 9,

2020 expiring on July 10, 2030

All known to me and to me known to be the same persons who executed and
the foregoing Articles of Incorporation and they acknowledged to me that the
same is their free act and deed.

IN TESTIMONY WHEREOF I have hereunto set my hand and affixed

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

Doc. No. 36

Page No. 9
ATTY. JAMES PANELO
Book No. I NOTARY PUBLIC
Commission No. 12-12-24-15
For the City Catbalogan of the Province of Samar
Series Of 2021. Until December 31 2021
Rizal Avenue, Catbalogan City
Roll of Attorneys No. 98564
REPUBLIC OF THE PHILIPPINES ) IBP Life Member Roll No. 012222
PTR No. 0096569 Catbalogan City January 1, 2020
PROVINCE OF SAMAR ) S.S.

CITY OF CATBALOGAN )

TREASURER’S AFFIDAVIT

I, SAMAR MOHAMED B. BANDOUKJI, of legal age, Filipino and a

resident of Brgy. 13, Catbalogan City, Samar, after having been duly sworn to in
accordance with law, hereby depose and state that:

I have been elected by the subscribers as Treasurer of the corporation, D’

WILD BUFFALLO WINGS INC., to act as such until after the successor is duly
elected and qualified in accordance with the bylaws, that as Treasurer, I have
been authorized to receive in the name and for the benefit of the corporation, all
subscriptions, contributions or donations paid or given by the subscribers or
members; and

I hereby certify that at least 50% of the authorized capital stock of the
corporation has been subscribed and the total subscription has been paid and
received by me, in cash and/or property in the amount of not less than PHP
5,000, in accordance of the corporation code.

IN WITNESS WHEREOF, I have hereunto set my hand this 16 th day of

January 2021 in Catbalogan City, Samar, Philippines.

SAMAR MOHAMED B. BANDOUKJI

Treasurer

SUBSCRIBED AND SWORN to before me, this 16th day of January 2021
in Catbalogan City, affiant exhibiting before me her Passport ID No. P8742345B
issued on August 28, 2020.
Doc. No. : 37; ATTY. JAMES PANELO
NOTARY PUBLIC
Page No. : 9; Commission No. 12-12-24-15
For the City Catbalogan of the Province of Samar
Until December 31 2021
Book No. : I; Rizal Avenue, Catbalogan City
Roll of Attorneys No. 98564
IBP Life Member Roll No. 012222
Series of 2021. PTR No. 0096569 Catbalogan City January 1, 2020
REPUBLIC OF THE PHILIPPINES )

PROVINCE OF SAMAR ) S.S.

CITY OF CATBALOGAN )

JOINT AFFIDAVIT OF UNDERTAKING TO CHANGE NAME

We, JHEANNIVER C. NABLO and DEXTER M. UY, both Filipinos, of

legal ages, both single, residents of Brgy. 1, Catbalogan City, Samar and Brgy. 2,
Catbalogan City, Samar respectively, after having been sworn in accordance with
law, hereby depose and state that:

We are the incorporators of D’ BUFFALO WINGS, INC. which is in

process of registering its corporate name with the Securities and Exchange
Commission;

We, in behalf of the said corporation, hereby undertake to change its

corporate name as herein provided, or as amended thereafter, immediately upon
receipt of notice or directive from the Commission that another corporation or
person has acquired a prior right to the use of that name has been declared as
misleading, deceptive, confusingly, similar to a registered name, or contrary to
public morals, good custom or public policy; and

We execute this Joint Affidavit to attest to the truth of the foregoing and
for any other legal purpose that this Affidavit may serve.

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

of January 2021 at Catbalogan City, Samar, Philippines.

JHEANNIVER NABLO DEXTER UY

Affiant Affiant

SUBSCRIBED AND SWORN to before me, this 16 th day of January 2021

in Catbalogan City, affiants exhibiting before me their Passport with ID Nos.
P8873257D issued on January 15, 2020 and E9237643A issued on July 9, 2020
respectively.

Doc. No. : 38;

ATTY. JAMES PANELO
NOTARY PUBLIC
Page No. : 9; Commission No. 12-12-24-15
For the City Catbalogan of the Province of Samar
Book No. : I; Until December 31 2021
Rizal Avenue, Catbalogan City
Roll of Attorneys No. 98564
Series of 2021. IBP Life Member Roll No. 012222
PTR No. 0096569 Catbalogan City January 1, 2020