ARTICLES OF INCORPORATION OF

TOP FRONTIER INVESTMENT HOLDINGS, INC.

Know All Men By These Presents:

That undersigned incorporators, all of legal age, have voluntarily agreed to form a stock
corporation under the laws of the Republic of the Philippines and certify the following:

THAT WE HEREBY CERTIFY:

FIRST. The name of said corporation shall be

TOP FRONTIER INVESTMENT HOLDINGS, INC.

SECOND. A. That the primary purpose of this corporation is

PRIMARY PURPOSE
To acquire by purchase, exchange, assignment or otherwise, and to sell, assign, transfer,
exchange, lease, let, develop, mortgage, pledge, deal in and with and otherwise operate,
enjoy and dispose of, all properties of every kind and description and wherever situated and
to the extent permitted by law, including but not limited to real estate, whether improved or
unimproved, and any interest or right therein, as well as buildings, tenements, warehouses,
factories, edifices and structures and other improvements, and shares of capital stock or
other securities or obligations, created, negotiated or issued by any corporation, association
or other entity, and while the owner, holder or possessor thereof, to exercise all the rights,
powers and privileges of ownership or any other interest therein, including the right to
receive, collect and dispose of, any and all rentals, dividends, interests and income derived
therefrom, and the right to vote on any proprietary or other interest on any shares of the
capital stock, and other securities, having voting power, so owned or held; provided that the
corporation shall not engage in the business of an investment company as defined in the
Investment Company Act (R.A. 2629), as amended, without first complying with the
applicable provisions of the said statute.

SECONDARY PURPOSES
B. That the corporation shall have all the express powers of a corporation as provided for
under Section 36 of the Corporation Code of the Philippines.

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

5th Floor, ENZO Building

No. 399 Sen. Gil]. Puyat Ave., Makati City
FOURTH. That the term for which the corporation is to exist is fifty (50) years from and after
the date of issuance of the certificate of incorporation.

FIFTH. The names, nationalities and residences of the incorporators are as follows:

Name Nationality Residence

Inigo U. Zobel Filipino 6 Banaba St., South Forbes, Makati City

Bryan U. Villanueva. Filipino # 15-02 Sovereign, 99 Meyer Road, Singapore 437920

Joselito D. Campos, Jr. Filipino 9 Banaba Circle, Forbes Park, Makati City

Consuelo Eden P. Lagao Filipino 16-C Mahiyain St., Teacher's Village West, Quezon City

RhogelS. G-andingco Filipino 104 Havana Street, Pasig Greenpark Village Pasig City

SIXTH. That the number of directors of the corporation shall be seven (7), 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. (As
amended l?J the Board ef Directors and the Stockholders at their respective meetings both
held on 16 July 2013)

Name Nationality Residence

Inigo U. Zobel Filipino 6 Banaba St., South Forbes, Makati City

Bryan U. Villanueva Filipino # 15-02 Sovereign, 99 Meyer Road, Singapore 437920

Joselito D. Campos, Jr. Filipino 9 Banaba Circle, Forbes Park, Makati City

Consuelo Eden P. Lagao Filipino 16-C Mahiyain St., Teacher's Village West, Quezon City

RhogelS. G-andingco Filipino 104 Havana Street, Pasig Greenpark Village Pasig City

SEVENTH. That the authorized capital stock of the corporation is ONE BILLION PESOS
(Pl,000,000,000.00), in lawful money of the Philippines, divided into Seven Hundred Forty
Million (740,000,-000)-common snares with par value of One Peso (Pt.00) per common
share and Two Million Six Hundred Thousand (2,600,000) preferred shares, with par value of
One Hundred Pesos (Pl00.00) per preferred share. (.As amended l?J the Board of Directors
and the Stockholders at their respective meetings both held on 16 ]uly 2013)

A. Features of the Preferred Shares

The preferred shares shall have the following terms and features:
1. The preferred shares shall bear preferential dividends at the fixed per annum rate of
three percent (3%) of the issue price of the preferred shares. No dividend shall be
paid or declared and set apart for payment, or other distribution made in respect of
 the common shares unless cash dividends shall have been declared and paid in full
to all holders of the preferred shares.
2. The preferential dividends declared shall be payable quarterly in arrears and in cash.
The dividends on the preferred shares shall be cumulative from and after the issue
date of the preferred shares, whether or not in any period the amount thereof is
covered by available unrestricted retained earnings.
3. In addition to the preferential dividends, the holders of the preferred shares shall be
entitled to participate and share in the retained earnings remaining after payment of
the preferential dividends, at the same rate as the common shares.
4. The preferred shares are redeemable in whole or in part, at the sole option of the
Corporation equal to its issue price plus any accrued and unpaid preferential
dividends, upon notice to the holders of the preferred shares. The preferred shares
so redeemed by the Corporation shall not be considered retired and may be
reclassified and re-issued by the Corporation.
5. In the event of liquidation, dissolution, bankruptcy, or winding up of the affairs of the
Corporation, the holders of the preferred shares shall be entitled to be paid in full or
ratably to the extent that the remaining assets of the Corporation will permit, an
amount equivalent to all accumulated and unpaid preferential dividends up to the
then current dividend period before any amount may be paid or asset distributed to
the holders of common shares. Thereafter, the holders of the preferred shares shall
be entitled to participate and share with the holders of the common shares in the
distribution of the remaining assets of the Corporation.
6. The holders of preferred shares shall not be entitled to vote except in those cases
expressly provided by law.

B. Denial of Pre-emptive Right

There shall be no-pre-emptive rights with respect to: (i) shares of stock to be issued, sold or
otherwise disposed of by the Corporation; (ii) the issuance of any class of shares in payment
of a previously contracted debt or equity-linked debt, or shares issued in exchange for
property needed for corporate purposes; (iii) the issuance of shares out of unissued capital
stock or from any increase in the authorized capital stock of the corporation; (iv) re-issuance
or disposition of treasury shares; and (v) any other issuance or disposition of the shares of
the Corporation.

(As amended by the Board of Directors and the Stockholders at their respective meetings
both held on 4 January 2010, and further amended on 16 July 2013')

EIGHTH. That at least 25% of the authorized capital stock has been subscribed and at least
25% of the total subscription has been paid as follows:

Name Citizenship Subscribed Amount Subscribed Amount Paid

lfiigo U. Zobel Filipino 998,000 P99,800,000.00 P24,950,000.00

Joselito D. Campos,Jr Filipino 998,000 P99,800,000.00 P24,950,000.00

Master Year Limited Cayman 498,000 49,800,000.00 12,450,000.00

Bryan U. Villanueva Filipino 2,000 200,000.00 50,000.00

Consuelo Eden P. Lagao Filipino 2,000 200,000.00 50,000.00

Rhogel S. Gandingco Filipino 2,000 200,000.00 50,000.00

TOTAL 2,500,000 250,000,000.00 62,500,000.00

NINTH. No transfer of stock or interest which would reduce the stock 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 be recorded in the proper books of corporation and this
restriction shall be indicated in the stock certificates issued by the corporation.

In connection with the corporation's initial listing by way of introduction on the Philippine
Stock Exchange ("PSE") of the corporation's 490.196,200 common shares (the "Subject
Shares"), the corporation . shall comply with the following lock-up requirements prescribed
by the rules and regulations of the PSE, subject to any waiver or exemption that may be
granted by the PSE in respect of such lock-up requirements.

(a) The corporation shall cause its existing stockholders who own an equivalent of at least
ten percent (10%)of the issued and outstanding shares of stock of the corporation refrain
from selling, assigning or in any manner disposing of their shares for a period of!

i. one hundred eighty (180)days after the listing of the Subject Shares if the
corporation the track record requirements in Article III Part D Section1 of the PSE
Revised Listing Rules; or
ii. three hundred sixty-five(365)days after listing of the Subject Shares if the
corporation is exempt from the track record and operating history requirements of the
PSE Revised Listing Rules.

(b) If there is any issuance or transfer of shares (i.e., private placements, asset
for shares swap or a similar transaction) or instruments which lead to issuance of
shares (i.e., convertible bonds, warrants or a similar instrument) done and fully paid
for within one hundred eighty (180)days prior to the listing date, and the transaction
price is lower than the listing price, all shares availed of shall be subject to a lock-up
period of at least three hundred sixty five (365) days from full payment of the
aforesaid shares. (As amended by the Board of Directors and the Stockholders at
their respective meetings both held on 17 October 2013)

TENTH. That RHOGEL S. GANDINGCO has been elected by the subscribers as Treasurer
of the corporation to act as such until her 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 subscriptions paid in by the
subscribers.
ELEVENTH. That the corporation manifests its willingness to change its corporate name in
the event another person, firm or entity has acquired a prior right to use the said firm name
or one deceptively or confusingly similar to it.

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this 10th
day of March 2008 in the City/Municipality of Makati City, Province of Albay Republic of the
Philippines.

(SGD.) INIGO U. ZOBEL. (SGD.) BRYAN U. VILLANUEVA

TIN # 106-226- 775 TIN # 108- 774-892

(SGD.) JOSELITO D. CAMPOS,JR. (SGD.) CONSUELO EDEN P. LAGAO

TIN# 128-427-340 TIN # 907 - 778-624

(SGD.) RHOGEL S. GANDINGCO

TIN# 126-812-085

Signed in the presence of:

(SGD.) (SGD.)