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By-Laws of
SEAMARK MOTORS, INC.
(Effective as of 11 March 2022)

ARTICLE I
CORPORATE OFFICES
Section 1. REGISTERED OFFICE.
The principal office of the corporation is located in Door 1, Oh George
Building, Mateo Road, General Santos City, Philippines.
Section 2. OTHER OFFICES.
The corporation may have such other branch offices, either within the
Philippines, as the Board of Directors may designate or as the business of the
Corporation may, from time to time, require.

ARTICLE II
STOCK
Section 1. SUBSCRIPTIONS.
Subscribers of the capital stock of the corporation shall pay to the Corporation
the value of the stock in accordance with the terms and conditions prescribed by the
Board of Directors. Unpaid subscriptions shall not earn interest unless determined by
the Board of Directors.
Section 2. STOCK CERTIFICATES.
Each stock holder shall be entitled to one or more certificates for such fully
paid stock subscription in his name in the books of the Corporation. The certificates
shall contain the matters required by law and the Articles of Incorporation. They shall
be in such form and design as may be determined by the Board of Directors and
numbered consecutively. The certificates, which must be issued in consecutive order,
shall bear the signature of the President, countersigned by the Secretary or in the
absence of such Secretary, any Director or Stockholder authorized by the corporation
to countersign the same.
Section 3. TRANSFER OF SHARES.
Subject to the provisions of the law, and the terms and conditions contained in
the Articles of Incorporation, shares may be transferred, sold, ceded, or pledged by
delivery of the certificates duly indorsed by the stockholder, his attorney-in-fact, or
other legally authorized person.
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The corporation shall consider the person in whose name the certificate was
issued as the owner thereof until said transfer has been recorded in the books of
Corporation showing the names of the parties to the transaction, the date of the
transfer and number of certificate or certificates and the number of shares transferred.
Said certificate or certificates in the name of the transferee before the transfer will be
recorded in the books of the corporation.
No shares against which the Corporation holds any unpaid claim shall be
transferable in the books of the Corporation.
Section 4. CANCELLATION OF STOCK CERTIFICATES AND ISSUANCE
OF NEW ONES.
Every certificate surrendered for exchange or transfer shall be cancelled by
marking “CANCELLED” on the face thereof and affixed to the original stub. No new
certificates shall be issued unless and until the old certificates have been surrendered
to and cancelled by the Corporation or their loss is satisfactorily proven.
Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES.
Lost, stolen, or destroyed certificates may be replaced in the manner provided
for in Section 72 of the Revised Corporation Code of the Philippines and/or other
pertinent laws at the time of the replacement.
Section 6. CLOSING OF TRANSFER BOOKS.
The stock and transfer book shall be closed for at least Twenty (20) days for
regular meetings and Seven (7) days for special meetings before the scheduled date of
the meeting.

ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS.
Meetings of stockholders shall be held in any place within the Philippines as
designated by the Board. The Board may, in its sole discretion, determine that a
meeting of stockholders shall not be held at any place, but may instead be held solely
by means of online communication via zoom or any related online platforms. In the
absence of any such designation or determination, stockholders’ meetings shall be
held at the corporation’s principal office.
Section 2. ANNUAL MEETING.
The annual meeting of stockholders shall be held each year on a date and at a
time designated by the Board. At the annual meeting, directors shall be elected and
any other proper business may be transacted.
Section 3. SPECIAL MEETING.
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Unless otherwise required by law, special meetings of the stockholders may be

called at any time, for any purpose or purposes, only by (i) the Board, (ii) the
Chairman of the Board, (iii) the chief executive officer of the corporation, or
(iv) holders of more than twenty percent (20%) of the total voting power of the
outstanding shares of capital stock of the corporation then entitled to vote.
If any person(s) other than the Board calls a special meeting, the request shall:
(i) be in writing;
(ii) Specify the general nature of the business proposed to be transacted; and
(iii) Be delivered personally or sent by registered mail or electronic mail
(email) to the secretary of the corporation.
Upon receipt of such a request, the Board shall determine the date, time and
place of such special meeting, which must be scheduled to be held on a date that is
within thirty (30) days of receipt by the secretary of the request therefor, and the
secretary of the corporation shall prepare a proper notice thereof. No business may be
transacted at such special meeting other than the business specified in the notice to
stockholders of such meeting.
Section 4. NOTICE OF STOCKHOLDERS’ MEETINGS.
Written notice of all meetings shall be prepared by the Secretary and sent by
personal service or mailed to all stockholders of record entitled to vote and at the
address registered in the books of the corporation or through electronic mail or such
other manner as the Securities and Exchange Commission (SEC) may allow under its
guidelines at least Twenty-One (21) days prior to the regular or One (1) week prior to
the date set for a special meeting.
Notices for a special meeting shall state the object of objects thereof.
The requirements for notice of the meeting shall be deemed waived if the
stockholder, in person, or by proxy, shall be present thereat except if the presence of
the stockholder is solely for the purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened. Notice of any
annual or special meeting of the stockholders may be waived in writing by all the
stockholders entitled to vote thereat.
Section 5. QUORUM.
Unless otherwise prescribed by law, a quorum at any meeting of the
stockholders shall be the majority of the amount of the subscribed capital stock issued
and outstanding entitled to vote, represented in person or by proxy. A majority of such
quorum shall decide any question that may come before the meeting, except for
matters which the law requires the affirmative vote of a greater proportion. If no
quorum is present, the meeting shall be adjourned until the requisite number of
stockholders are present.
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Attendance, participation, and voting by online communication or in absentia

shall be allowed in determining of a quorum.
Section 6. PROXIES.
Any stockholder entitled to vote at a stockholders’ meeting may do so either in
person or by proxy appointed in an instrument in writing, signed by such stockholder
of by his duly authorized representatives, in accordance with the existing laws, rules
and regulations of SEC.
Duly accomplished proxies must be presented to and received by the Secretary
for inspection and recording at any time set for meeting.
Unless otherwise provided in the proxy, it shall be valid for the meeting at
which it has been presented to the Secretary. However, the proxy may only be valid
for no longer than one (1) year. The proxy may be revoked in writing or suspended
for any meeting wherein the stockholder appears in person.

Section 7. MANNER OF VOTING.

Every stockholder entitled to vote may vote at all meetings of the stockholders
the number of shares registered in their name on the books of the corporation at the
time of the closing of the stock and transfer books for each meeting.
Section 8. ELECTION OF DIRECTORS.
Each stockholder entitled to vote shall have the right to vote, in person or by
proxy, the number of shares in the stockholder’s name recorded in the Corporation’s
stock and transfer book at the time of its closing, for as many persons as there are
directors to be elected or he may cumulate said shares and give one candidates as
many votes as the number of directors to be elected multiplied by the number of the
shares as he shall see fit: Provided, that the total number of votes cast by him shall not
exceed the number of shares owned by him as shown in the books of the corporation
multiplied by the whole number of directors to be elected: Provided, however, that no
delinquent stock shall be voted.
Section 9. CONDUCT OF MEETINGS.
Meetings of the stockholder shall be presided by the Chairman or in his
absence, the President, or in his absence, a member of the Board of Directors elected
as the chairman of the meeting by a majority of the Board of Directors present at said
meeting of the stockholders.
Section 10. MINUTES.
The Secretary shall keep a faithful record of the proceedings at all stockholders’
meetings, and in his absence, the chairman of the meeting shall appoint the secretary
of the meeting. The minutes shall be signed by the secretary of the meeting with the
approval of the chairman of the meeting.
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ARTICLE IV
DIRECTORS
Section 1. POWERS.
Subject to the provisions of the law, and any limitations in the Certificate, the
business conducted and all the property of the corporation shall be manage and all
corporate powers shall be exercised by or under the direction of the Board of
Directors.
Section 2. NUMBER OF DIRECTORS.
The authorized number of directors shall be determined from time to time by
resolution of the Board, provided the Board shall consist of at least six (6) members.
No reduction of the authorized number of directors shall have the effect of removing
any director before that director’s term of office expires.
Section 3. ELECTION, QUALIFICATION AND TERM OF OFFICE OF
DIRECTORS.
Directors shall be elected at each annual meeting of stockholders to hold office
until the next annual meeting. Directors must be stockholders. The Certificate or these
by-laws may prescribe other qualifications for directors. Each director, including a
director elected to fill a vacancy, shall hold office until such director’s successor is
elected and qualified or until such director’s earlier death, resignation or removal.
All elections of directors shall be by written ballot, unless otherwise provided
in the Certificate. If authorized by the Board, such requirement of a written ballot
shall be satisfied by a ballot submitted by electronic transmission, provided that any
such electronic transmission must be either set forth or be submitted with information
from which it can be determined that the electronic transmission was authorized.
Section 4. RESIGNATION AND VACANCIES.
Any director may resign at any time upon written notice or by electronic
transmission to the chairman of the Board, with a copy to the secretary of the
corporation.
The resignation shall take effect as of the date of its acceptance by the Board
of Directors.
Section 5. FEES AND COMPENSATION OF DIRECTORS.
Unless otherwise restricted by the Certificate or these by-laws, the Board shall
have the authority to fix the compensation of directors.
Section 6. REMOVAL OF DIRECTORS.
Any director or the entire Board may be removed from office at any time, with
valid or just and/or legal cause, by the affirmative vote of the holders of at least a
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majority of the voting power of the issued and outstanding shares of capital stock of
the corporation then entitled to vote in the election of directors.
Section 7. ORGANIZATION MEETINGS.
The board of directors shall meet for the purpose of organization and for
election of the Corporation immediately after their election, of which no notice shall
be required.
Section 8. REGULAR AND SPECIAL MEETINGS.
Unless otherwise determined by the Board of Directors, the Board shall meet
every first Monday of each month.
Special meetings of the board of directors may be called by the President or by
any member of the Board of Directors.
Section 9. NOTICE OF MEETINGS.
Notice of any regular or special meeting of the Board of Directors stating the
date, time, and place of the meeting shall be given by the Secretary to each director at
least two (2) days before the day of the meeting by personal delivery, emailed, or any
other means as prescribed by SEC or by law.
Section 10. CONDUCT OF MEETINGS.
Meetings of Directors shall be presided by the Chairman or in his absence, the
President, or in his absence, any member of the Board of Directors elected as the
chairman of the meeting by a majority of the Board of Directors present at said
meeting of the stockholders.
Section 11. QUORUM.
Except as otherwise required by law or the Certificate, at all meetings of the
Board, a majority of the authorized number of directors shall constitute a quorum for
the transaction of business. The vote of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board, except as may be
otherwise specifically provided by statute, the Certificate or these by-laws.
Section 12. WAIVER OF NOTICE.
Whenever notice is required to be given under any provisions of the law, the
Certificate or these by-laws, a written waiver thereof, signed by the person entitled to
notice, or a waiver by electronic transmission by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting solely for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the directors, or members of a
committee of directors, need be specified in any written waiver of notice or any
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waiver by electronic transmission unless so required by the Certificate or these by-

laws.
Section 13. BOARD ACTION BY WRITTEN CONSENT WITHOUT A
MEETING.
Unless otherwise restricted by the Certificate or these by-laws, any action
required or permitted to be taken at any meeting of the Board, or of any committee
thereof, may be taken without a meeting if all members of the Board, consent thereto
in writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the Board
or committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in electronic
for
Section 14. ADJOURNED MEETING; NOTICE.
If a quorum is not present at any meeting of the Board, then a majority of the
directors present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present.
Section 15. MINUTES.
The Secretary shall keep a faithful record of the proceedings at all Directors’
meetings, and in his absence, the chairman of the meeting shall appoint the secretary
of the meeting. The minutes shall be signed by the secretary of the meeting with the
approval of the chairman of the meeting.

ARTICLE V
OFFICERS
Section 1. OFFICERS.
The officers of the corporation shall be a President, a Secretary and a
Treasurer. The corporation may also have, at the discretion of the Board, a chairman
of the Board, and any such other officers as may be appointed in accordance with the
provisions of these by-laws.
Any number of offices may be held by the same person, provided, however,
that, except as provided in Section 5.6 below, the chairman of the Board shall not hold
any other office of the corporation.
Section 2. APPOINTMENT OF OFFICERS.
The Board shall appoint the officers of the corporation, subject to the rights, if
any, of an officer under any contract of employment. Each officer shall hold office
until his or her successor is elected and qualified or until his or her earlier resignation
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or removal. A failure to elect officers shall not dissolve or otherwise affect the
corporation.
Section 3. SUBORDINATE OFFICERS.
The Board may appoint such other officers and agents as the business of the
corporation may require. Each of such officers and agents shall hold office for such
period, have such authority, and perform such duties as are provided in these by-laws
or as the Board may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS.
Any officer may be removed, either with or without cause, by an affirmative
vote of the majority of the Board at any regular or special meeting of the Board or,
except in the case of an officer appointed by the Board, by any officer upon whom
such power of removal has been conferred by the Board.
Any officer may resign at any time by giving written notice to the corporation.
Any resignation shall take effect at the date of the receipt of that notice or at any later
time specified in that notice. Unless otherwise specified in the notice of resignation,
the acceptance of the resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the corporation under any
contract to which the officer is a party.
Section 5. VACANCIES IN OFFICES.
Any vacancy occurring in any office of the corporation shall be filled by the
Board or as provided in Section 5.2.
Section 6. CHAIRMAN OF THE BOARD.
The chairman of the Board shall be a member of the Board and, if present,
preside at meetings of the Board and exercise and perform such other powers and
duties as may from time to time be assigned to him or her by the Board or as may be
prescribed by these by-laws.
The chairman shall be an Outside Director (as defined in the Certificate) and
shall not hold any other office of the corporation unless the appointment of the
chairman is approved by two-thirds of the members of the Board then in office,
provided, however, that if there is no chief executive officer or president of the
corporation as a result of the death, resignation or removal of such officer, then the
chairman of the Board may also serve in an interim capacity as the chief executive
officer of the corporation until the Board shall appoint a new chief executive officer
and, while serving in such interim capacity, shall have the powers and duties
prescribed in Section 5.7 of these by-laws.
Section 7. PRESIDENT.
Subject to the control of the Board and any supervisory powers the Board may
give to the chairman of the Board, any president or presidents of the corporation shall
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have general supervision, direction, and control of the business and affairs of the
corporation and shall see that all orders and resolutions of the Board are carried into
effect. The president shall also perform all duties incidental to this office that may be
required by law and all such other duties as are properly required of this office by the
Board of Directors. The president shall serve as chairman of and preside at all
meetings of the stockholders. In the absence of the chairman of the Board, the
president shall preside at all meetings of the Board.
A president shall have such other powers and perform such other duties as
from time to time may be prescribed for him or her by the Board, these by-laws, the
chief executive officer, or the chairman of the Board.
Section 8. VICE PRESIDENTS.
In the absence or disability of the president, the vice president, if any, in order
of their rank as fixed by the Board or, if not ranked, a vice president designated by the
Board, shall perform all the duties of a president. When acting as a president, the
appropriate vice president shall have all the powers of, and be subject to all the
restrictions upon, that president. The vice president shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the Board, these by-laws, the chairman of the Board, the chief
executive officer or, in the absence of a chief executive officer, any president.
Section 9. SECRETARY.
The secretary shall keep or cause to be kept, at the principal executive office
of the corporation or such other place as the Board may direct, a book of minutes of
all meetings and actions of directors, committees of directors, and stockholders. The
minutes shall show:
(i) the time and place of each meeting;
(ii) whether regular or special (and, if special, how authorized and the
notice given);
(iii) the names of those present at directors’ meetings or committee
meetings;
(iv) the number of shares present or represented at stockholders’ meetings;
and
(v) the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal executive office
of the corporation or at the office of the corporation’s transfer agent or registrar, as
determined by resolution of the Board, a share register, or a duplicate share register
showing:
(i) the names of all stockholders and their addresses;
(ii) the number and classes of shares held by each;
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(iii) the number and date of certificates evidencing such shares; and
(iv) the number and date of cancellation of every certificate surrendered for
cancellation.
The secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board required to be given by law or by these by-laws. The
secretary shall keep the seal of the corporation, if one be adopted, in safe custody and
shall have such other powers and perform such other duties as may be prescribed by
the Board or by these by-laws.
Section 10. TREASURER.
The treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares. The books of
account shall at all reasonable times be open to inspection by any director.
The treasurer shall deposit all moneys and other valuables in the name and to
the credit of the corporation with such depositories as the Board may designate. The
treasurer shall disburse the funds of the corporation as may be ordered by the Board,
shall render to the chief executive officer or, in the absence of a chief executive
officer, any president and the directors, whenever they request it, an account of all his
or her transactions as treasurer and of the financial condition of the corporation, and
shall have other powers and perform such other duties as may be prescribed by the
Board or these by-laws.
Section 11. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chairman of the Board, the president, the treasurer, or the secretary of this
corporation, or any other person authorized by the Board, is authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to any and all
shares or other equity interests of any other corporation or entity standing in the name
of this corporation. The authority granted herein may be exercised either by such
person directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.
Section 12. AUTHORITY AND DUTIES OF OFFICERS.
In addition to the foregoing authority and duties, all officers of the corporation
shall respectively have such authority and perform such duties in the management of
the business of the corporation as may be designated from time to time by the Board.

ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. SEAL.
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The Corporate Seal shall be determined by the Board of Directors.

Section 2. AMENDMENTS.
The by-laws of the corporation may be adopted, amended or repealed by a
majority of the voting power of the stockholders entitled to vote; provided, however,
that the corporation may, in its Certificate, also confer the power to adopt, amend or
repeal by-laws upon the Board. The fact that such power has been so conferred upon
the Board shall not divest the stockholders of the power, nor limit their power to
adopt, amend or repeal by-laws.
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CERTIFICATE OF ADOPTION

The foregoing By-Laws were adopted by the vote of the stockholders owning or
representing majority of the outstanding capital stock of the Corporation at the
meeting of the stockholders held on 11th day of March 2022 at General Santos City,
Philippines.

IN WITNESS WHEREOF, we the the undersigned incorporators present at said

meeting and voting thereat in favor of the adoption of said By-Laws, have hereunto
subscribed our names unto these By-Laws which are certified to by the Corporate
Secretary.

 
ANYA MYNORKA J. ILETO ALEXANDER J. NARVAEZ

BJ D. AMAHAN JEMUEL E. CARLOS

RYAN OMAR V. REYES CARLO RAFAEL A. TORRES