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    Certificate of Approval of Increase of Capital Stock of MPIC - Aug 5 2016

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    REPUBLIC OF THE PHILIPPINES e SECURITIES AND EXCHANGE COMMISSION 4e> SEC Building, EDSA, Greenhills City Of Mandaluyong, Metro Manila COMPANY REG. NO. CS200604494 CERTIFICATE OF APPROVAL OF INCREASE OF CAPITAL STOCK KNOW ALL PERSONS BY THESE PRESENTS: | stock of the [his is to certify that the increase of cay METRO PACIFIC INVESTMENTS CORPORATION from P30,050,000,000.00 divided into 28.500,000,000 Common shares of the par value of 1.00 each; 20,000,000,000 Class A Preferred shares of the par value of P0.01 cach; 1,350,000,000 Class B Preferred shares of the par value of P1,00 each, to P40,050,000,000.00 divided into. 38,500,000.000- Common shares of the par value of P1.00 each; 20,000,000,000 Class B Preferred shares of the pat value of P0.01 each; 1,350,000,000 Class B Preferred shares of the par value of P1.00 each, approved by majority vote of the Board_of Directors on May 12, 2015 and by the vote of the stockholders owning or representing at least two-thirds of the outstanding capital stock ata meeting held on May 29,2015 certified to by the Chairman and_ the Secretary of the stockholders meeting and a majority of the Board of Directors of the corporation, was approved by the Commission on the date indicated hereunder in accordance with the provision of Section 38 of the Comporation Code of the Philippines (Batas Pambansa Blg. 68), approved on May 1, 1980. A copy of the Certificate of Increase of Capital Stock filed with the Commission is attached hereto. ‘This is issued to replace the erroneous Certificate of Increase of Capital Stock signed on August 05, 2016, IN WITNESS WHEREOF, | have hereunto set my hand and caused the seal of this Commission to be affixed to this Certificate at Mandaluyong City, Metro Manila, Philippines) this —| 197 day of August, Twenty Sixteen tes SALES. Director Company Registration and Monitoring Department FERDI COVER SH EET For Applications at COMPANY REGISTRATION AND MONITORING DEPARTMENT Nature of Appiation SEC Registration Number ‘AL (increase of Capital Stock) C[s]2 o/o|6/0 4 4/914 ae roy Congny ane mjelr[Rol [elalc[aflafc] [r]jvie[s[r]mje|y clopr|rlofr|a}r] 1 ops a ~~ anewoe0 ro" — exon lane nc fice Srl SangayCeyowPaines F[tfoloR].| [mfefol [sfuls[e[ola\y]e].] [ele [ela]z|efa ua] |rfols[a] [s[t]Rfelelr{s|.] [ufelalalz[elr viafefelalele[.[ [Mlalx[alr]i[ [cla[r tap aps 388-0888 Atty. Julio P.G. Bucoy i Cana Pern Aone Penthouse, Liberty Center, 104 H.V. Dela Costa Street, Salcedo Village, Makati City To be accomplished by CRMD Personnel Assigned Processor Document. Received by Corporate Filing and Records Division {CERD) Forwarded to: a oogg Corporate and Partnership Registration Division Green Lane Unit Financial Analysis and Audit Division Licensing Unit Compliance Monitoring Division Date Signature CERTIFICATE OF INCREASE OF CAPITAL STOCK oF METRO PACIFIC INVESTMENTS CORPORATION KNOW ALL MEN BY THESE PRESENTS: ye We, the undersigned, being a majority of the current members of the Board“of Directors of METRO PACIFIC INVESTMENTS CORPORATION (the *Corporation") and the Chairman and Secretary of the annual general meeting of the stockholders held on 29 May 2015, do hereby certify that: I INCREASE OF AUTHORIZED CAPITAL STOCK The Corporation, by the affirmative vote of at least a majority of its Board of Directors and the affirmative vote of stockholders owning at least two-thirds (2/3) of the entire outstanding capital stock of the Corporation, has approved the increase in its authorized capital stock from Thirty Billion Fifty Million Pesos (Php30,050,000,000.00) divided into Twenty Eight Billion Five Hundred Million (28,500,000,000) common shares, with a par value of One Peso (Php1.00) per share, Five Billion (5,000,000,000) Class A Preferred Shares with a par value of One Centavo (Php0.01) per share, and One Billion Five Hundred Million (1,500,000,000) Class B Preferred Shares with a par value of One Peso (Php1.00) per share to up to Forty Billion Fifty Million Pesos (Php40,050,000,000.00) divided into Thirty Eight Billion Five Hundred Million (38,500,000,000.00) common shares with a par value of One Peso (Php1.00) per share, Twenty Billion (20,000,000,000) Class A Preferred Shares with a par value of One Centavo (Php0.01) per share, and One Billion Three Hundred Fifty Million (1,350,000,000) Class B Preferred Shares with a par value of One Peso (Php1.00) per share. " COMPLIANCE WITH LAW Ata duly constituted regular meeting of the Board of Directors of the Corporation held on 12 May 2015, the increase in the authorized capital stock of the Corporation Thirty Billion Fifty Million Pesos (Php30,050,000,000.00) divided into Twenty Eight Billion Five Hundred Million (28,500,000,000) common shares with a par value of One Peso (Php1.00) per share, Five Billion (5,000,000,000) Class A Preferred Shares with a par value of One Centavo (Php0.01) per share, and One Billion Five Hundred Million (1,500,000,000) Ciass B Preferred Shares with a par value of One Peso (Php1.00) per " At the time that the increase in authorized capital stock was taken up and discussed by the Board of Directors and stockholders of the Corporation, the authorized capital stock of the Corporation was Thirty Billion Fifty Million Pesos (Php30,050,000,000.00) divided into Twenty Eight Billion Five Hundred Million (28,500,000,000) common shares with a par value of One Peso (Php1.00) per share, Five Billion (5,000,000,000) Class A Preferred Shares with a par value of One Centavo (Php0.01) per share, and One Billion Five Hundred Million (1,500,000,000) Class B Preferred ‘Shares with a par value of One Peso (Php1.00) per share During the same meetings of the Board of Directors and stockholders held on 12 May 2015 and 29 May 2015, respectively, when such increase was approved, the reclassification of One Hundred Fifty Million 150,000,000 Class 8 Preferred Shares with a par value of One Peso (Php1.00) per share to Fifteen Billion (18,000,000,000) Class A Preferred Shares with a par value of One Centavo (Php0.01) per share was also approved. Said reclassification was approved by the ‘Securities and Exchange Commission on 26 October 2015. | | ‘share to up to Forty Billion Fifty Million Pesos (Php40,050,000,000.00) divided into Thirty Eight Billion Five Hundred Million (38,500,000,000.00) common shares with a par value of One Peso (Php1.00) per share, Twenty Billion (20,000,000,000) Class A Preferred ‘Shares with a par value of One Centavo (Php0.01) per share, and One Billion Three Hundred Fifty Million (1,350,000,000) Class B Preferred Shares with a par value of One Peso (Php1.00) per share, was approved by the affirmative vote of at least a majority of the directors of the Corporation.” At the duly constituted annual meeting of the stockholders of the Corporation held ‘on 29 May 2015, the abovementioned increase in authorized capital stock was approved by the affirmative vote of stockholders present or represented at the meeting representing at least two-thirds (2/3) of the outstanding capital stock of the Corporation. The requirements of Section 38 of the Corporation Code of the Philippines have been complied with mM AMOUNT OF INCREASE ‘The amount of increase in the authorized capital stock of the Corporation is Ten Billion Pesos (Php10,000,000,000.00) consisting of Ten Billion (10,000,000,000) common shares with a par value of One Peso (1.00) per share. v SUBSCRIPTIONS TO AND PAYMENT ON THE CAPITAL INCREASE ‘The following have subscribed to the increase in the authorized capital stock of the Corporation and have paid for such subscriptions to the Corporation in cash as follows: Haig Nanay” [Shaves Amun SUbSErBe | ANORTPa-UB[—“Aaaonal Pala) Subscribed = = i need wi A te GT Capital | Filipino} 2,600,000,000 | Php3,600,000,000.00 | Php3,600,000,000.00 | Phpt8,360,000,000.00 | Holdings, Ine. TOTAL 3,600 000,000 | Php3 600,000, 000,00 | Php3,600,000,000,00 | Phpi8, 360,000,000.00 | Thus, the requirement that at least twenty-five percent (25%) of the amount of the increase in the authorized capital stock must be subscribed and at least twenty-five percent (25%) of the amount subscribed must be paid up have been complied with. v BONDED INDEBTEDNESS. ‘As of 29 May 2016, the Corporation has not incurred, created or increased any bonded indebtedness. vi ACTUAL INDEBTEDNESS ‘As of 29 May 2015, the Corporation has incurred indebtedness amounting to Php6,350,400,000.00, * See Footnote I vi SHARES PRESENT OR REPRESENTED AT THE MEETING Stockholders owning Thirty One Billion Eight Hundred Seventy Two Million Five Hundred Sixty Two Thousand Six Hundred Forty Seven (31,872,562,647) shares comprising Ninety Six and 97/100 per centum (96.97%) of the outstanding capital stock of the Corporation were present or represented at the regular stockholders’ meeting held. on 29 May 2016. vill STOCKHOLDERS' VOTE Stockholders owning Twenty Two Billion Six Hundred Seventy Nine Million Two Hundred Eighty Four Thousand Five Hundred Eight (22,679,284,508) shares comprising Sixty Nine per centum (69.00%) of the outstanding capital stock of the Corporation voted in favor of the said increase in the authorized capital stock of the Corporation. ~~ Signature Page Follows — IN WITNESS WHEREOF, we have hereunto signed these presents this ___ at Makati City, Philippines. MAY 27 2016 MANUEL V. PANGILINAN JOSE MA. K. LIM Chairman President and CEO TIN No. 914-481-801 TIN No. 100-930-085, DAVID J. NICOL. ARTEMIO V. PANGANIBAN Director/Chief Finance Officer . Independent Director TIN NO. 292-536-142 TIN No. 106-197-693 AUGUSTO P.’PALISOG, JR. ANTONIO A. Pl Executive Director Corporate Secretary TIN No, 189-292-277 TIN No. 107-043-035 Mh teisud RODRIGO E. ALBERT F. DEL ROSARIO Directo! Director TINNo. 134-493-098 TIN No. 149-816-369 RAMONCITO S. FERNANDEZ Director IXdependent Director 115-967-679 TIN No. 118-039-639 ‘ALFRED V. Director TIN No. 107-032-619 TIN No. 113-248-897 g wt Wy ROBERT NICHOLSON Director TIN No. 433-057-177 WASHINGTON Z. SYCIP Director TIN No, 108-215-942 EDWARD A. TOTORICI Director TIN No. 229-667-833, qj independent Director TIN No. 112-147-604 SUBSCRIBED AND SWORN to before me this 27" day of May 2016, affiants exhibiting to me the following: NAME COMPETENT EVIDENCE | DATE/ PLACE ISSUED OF IDENTITY _ Manuel V. Pangilinan | Passport No. EC 1452576 20 Jun 2074/DFA Manila Jose Ma. K. Lim Passport No. EB5936209 | 16 Jul 2012/DFA Manila David J. Nicol Passport No. £41 15548 22 Oct 2013/Australia ‘Artemio V, Panganiban | Passport No. DE0013400 15 Dec 2015/DFA Manila ‘Augusto P. Palisoc, Jr. | Passport No. EB9040963 2 Sept 2013/DFA Manila ‘Antonio A. Picazo Passport No. EC2509914 23 Oct 2014/DFA NCR East _ | Rodrigo E. Franco Passport No. EC2643726 6 Nov 2074/DFA Manila ‘Albert F. del Rosario | Passport No. EC5888000 5 Nov 2015/DFA Manila Ramoncito S. Fernandez | Passport No. EC0072568 22 Jan 2014/DFA Manila Lydia Echauz Passport No. EB9037913 (02 Sept 2013/DFA Manila Alfred V. T) Driver's License N17-85022013 | 08 Sept 2014/LTO QC Ray C. Espinosa Passport No. EB6814744 23 Nov 2012/DFA Manila Robert Nicholson Passport No. 500587237 29 Feb 2012/United Kingdom “Edward A. Tortorioi Passport No. 488057998 29 Oct 2012/United States ‘Washington Z. Sycip | SSS ID No. 03-2617142-2 Edward S. Go Passport No. EB9981364 73 Jan 2074/0FA Manila known to me and to me known to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed. WITNESS MY HAND AND SEAL, this 27" day of May 2016 at Makati City, Metro Manila, Philippines. Doc. No. 202; Page No. -i2; Book No. Ili; Series of 2016. Makati City U er 31, 2016 04 FLY. dela Costa Steet, Makati Cin Roll of Attorneys No, 63528 R No, 532 (01-07-2016 / Makati C P No, 1019177 / 01-07-2016 / Makati C REPUBLIC OF THE PHILIPPINES) MAKATI CITY, METRO MANILA. ) S.S. ‘TREASURE! AFFIDAVIT |, DAVID J. NICOL, of legal age, Australian citizen, and with office address at the 10" Floor, MGO Building, Legaspi corner dela Rosa Streets, Legaspi Village, Makati City, after having been duly sworn in accordance with law, hereby depose and state that: 1. __1_am the duly elected and incumbent Chief Finance Officer of METRO PACIFIC INVESTMENTS CORPORATION (the “Corporation’), a corporation duly organized and existing under the laws of the Republic of the Philippines, with office address at the 10" Floor, MGO Building, Legaspi comer dela Rosa Streets, Legaspi Village, Makati City. 2. As such Treasurer, | have been authorized to receive for and on behalf of the Corporation, all payments for such subscriptions to the increase in the authorized capital stock of the Corporation from Thirty Billion Fifty Million Pesos (Php30,050,000,000.00) divided into ‘Twenty Eight Billion Five Hundred Million (28,500,000,000) common shares with a par value of One Peso (Php1.00) per share, Five Billion (5,000,000,000) Class A Preferred Shares with a par value of One Centavo (Php0.01) per share, and One Billion Five Hundred Million (1,500,000,000) Class B Preferred Shares with a par value of One Peso (Php1.00) per share to up to Forty Billion Fifty Million Pesos (Php40,050,000,000.00) divided into Thirty Eight Billion Five Hundred Million (38,500,000,000.00) common shares with a par value of One Peso (Php1.00) per share, Twenty Billion (20,000,000,000) Class A Preferred Shares with a par value of One Centavo (Php0.01) per share, and One Billion Three Hundred Fifty Million (1 350,000,000) Class B Preferred Shares with a par value of One Peso (Php1.00) per share, for the benefit and to the credit of the Corporation." 3. The subscription to the increase in the authorized capital stock of Ten Billion Pesos (P10,000,000,000.00) and the payment in cash on said subscription are as follows: ” At the time that the increase in authorized capital stock was taken up and discussed by the Board of Directors, land stockholders of the Corporation, the authorized capital stock of the Corporation was Thirty Billion Fifty Million Pesos (Php30,050,000,000.00) divided into Twenty Eight Billion Five Hundred Million (28,500,000,000) ‘common shares with a par value of One Peso (Php1.00) per share, Five Billion (5,000,000,000) Class A Preferred Shares with a par value of One Centavo (Php0.01) per share, and One Billion Five Hundred Million (1,500,000,000) Class B Preferred Shares with a par value of One Peso (Php1.00) per share. During the same meetings of the Board of Directors and stockholders held on 12 May 2015 and 29 May 2015, respectively, when such increase was approved, the reclassification of One Hundred Fifty Million 150,000,000 Class B Preferred Shares with a par value of One Peso (Php1.00) per share to Fifteen Billion (15,000,000,000) Class A Preferred Shares with a par value of One Centavo (Php0.01) per share was also approved. Said reclassification was approved by the Securities and Exchange Commission on 26 October 2016. Name of ‘Shares Total Par Value | Total Premium on | Amount Up Subscriber | Subscribed | of Shares Subscribed —_| (including Paid-in Subscribed Shares Surplus) GT Capital | 3,600,000,000 | #3,600,000,000.00 |” ®18,360,000,000.00 | ®21,960,000,000.00 Holdings, ‘common Ine. shares @ 6.10 per share 4. At least twenty-five per centum (25%) of the entire number of the increased authorized shares of capital stock has been actually paid up to me, in cash, for the benefit and to the credit of the Corporation. 5. The amount paid-up of Three Billion Six Hundred Million Pesos (Php3,600,000,000.00), plus Eighteen Billion Three Hundred Sixty Million Pesos (Php18,360,000,000.00) of paid-in surplus, or a total of Twenty One Billion Nine Hundred Sixty Million (Php21,960,000,000.00), represents fresh and additional capital of the Corporation. IN WITNESS WHEREOF, | have hereunto set my hand this at Makati City, Philippines. — AL AMKE DAVID J. NICOL Chief Finance Officer JUN 27 2016 SUBSCRIBED AND SWORN to before me this at Makati City, affiant exhibiting to me his Passport No. E4))5548__ issued on _22 Odddber 201% at _austratiqn Doc. No. 47 _; dn) Page No. 4 Book No. “IL; Series of 2016. REPUBLIC OF THE PHILIPPINES) MAKATI CITY, METRO MANILA) S.S. SECRETARY'S CERTIFICATE 1, ANTONIO A. PICAZO, of legal age, Filipino, and with office address at the 19" Floor, Liberty Center, 104 H.V. dela Costa St,, Salcedo Village, Makati City, after having been duly sworn in accordance with law, hereby certify that 1. | am the duly elected and incumbent Corporate Secretary of METRO. PACIFIC INVESTMENTS CORPORATION (the “Corporation’), a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines with office address at the 10" Floor, MGO Building, Legaspi comer dela Rosa Streets, Legaspi Village’ Makati City. 2. __ Based on the report of Stock Transfer Services, Inc., the stock transfer agent of the Corporation, dated as of 29 April 2015 (being the Record Date in Respect of the meeting of the stockholders held on 29 May 2015), the total-outstanding capital stock (including the top 20 stockholders) of the Corporation is as follows: Stockholder Nationality. | No.of Shares [~ Amount Paid-Up | Subscribed | __(Php) jetro Pacific Holdings, Inc.| Filipino 14,522,948,170 | 14,522,948,170.00 CD Nominee Corporation (Non- | Foreign 9,032,405,721 9,632,465,721.00 Filipino) PCD Nominee Filipino 3,670 825,996 3,870,825,996.00 Corporation(Filipino) _ Albert F. Del Rosario &/Or Filipino 17,516,624 17,576 ,624.00 Margaret Gretchen V. Del | Rosario a = i Lucio W. Yan &/Or Clara Y. Yan_| Filipino 2,850,000 2, 850,000.00 ‘Amado Santiago Ili Filipino 2,500,001 | 2,500,001.00 Randoiph T Estrellado —_| Filipino 2,500,000, 2,500,000,00 Alberto B. Carlos Filipino 1,000,000 1,000,000.00 Raul L Ignacio 7 7,000,000 11,000,000.00 Ferdinand GInacay 1,000,000 1,000,000.00 Tessa Acosta Filipino 1,000,000 7,000, 000.00 Baby Lea M. Wong, ____| Filipino 1,000,000 1,000,000.00 Nicolas G.Manalo Filipino 1,000,000 7,000,000.00 Roberto V. Bontia Filipino 7,000,000 1,000,000.00 First Life Financial Co., inc. | Filipino 830,000 |___ 830,000.00 | Berok Y. Cheng Filipino 650,000 650,000.00 J. Luigi L. Bautista Filipino 650,000 650,000.00 Edwin U. Lim Filipino 600,000 {600,000.00 ‘Aurora Canape Filipino 500,000 '500,000.00 ‘Eric U. Lim Filipino aeons! 500{000]| ewe 500,000.00 Others 10,459,240 10,459, 240.00 27,866,795,752 27,866,795,752 3. Based on the report of Stock Transfer Services, Inc. dated as of 29 April 2015, the percentage of Filipino and foreign ownership in the Corporation as of 29 April 2015 is as follows: LL ‘Shares Subscribed ___ Percentage | Filipino | ~ 18,234, 100,864 65.43% Foreign 9,632,694,891 - 34.57% Total 27,866, 795,752 100.0% 29 JUN 2016 IN WITNESS WHEREOF, | have hereunto set my hand this at Makati City, Philippines.

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