SECURITIES AND EXCHANGE COMMISSION “Ne WIV “9 CAGAYAN DE ORO EXTENSION OFFICE Company Rez. No. 73098, CERTIFICATE OF FILING oF AMENDED ARTICLES OF INCORPORATION TO ALL WHOM THESE PRESENTS MAY COME, GREETINGS: ‘THIS 1S TO CERTIFY that the amended articles of incorporation of the RURAL BANK OF MANOLO FORTICH, BUKIDNON, [ (Amending the Article VII of the Amended Art. of Ine. thereof) copy annesed, adopted on March 11, 2006 bya majority vote of the Board of Directors and by the vote ef the stockholders owning or representing at least ‘twothirds ofthe outstanding capital stock, and certified under ath by the Secretary ‘and a majority of the Board of Directors of the corporation was approved by the Commission on this date pursuant to the provision of Section 16 of the Corporation Code of the Philippines, Batas Pambansa Big. 68, approved on May 1, 1980 and copies thereof are filed with the Commission. Unless this corporation obtains or-already has obtained the appropriate Secondary License from this Commission, this Certificate does not authorize it to undertake business activities requiring a Secondary License from this Commission such a, but not Bimited (0 acting as: broker or dealer in securities, government securities clgible dealer (GSED), investment adviser of am tavesiment company, slose-end or open-end investment company, investment house, transfer agent, commodity financial. futures exchange’bréherimerchant; financing company, pre- issuer, general agent in preneed plans and time sharesicub shares/mémbership certificates Issuers or selling agents thereof. Neither does this Certiticate constinite a Peemit toundertake activities for which ether government agencies require : eens oF pecmit- IN WITNESS, HEREOF, Pave hefeunto set my hand snd caused the seal this Commission to be afixed.at Cagayan dé Ora City, Philippines this of November , Two Thousand Nine. BY AUTHORITY OF THE COMMISSION: (usib\ are, mil eresCOVER SHEET vila able] ellatel ell eloi tol 3 13] ES 3 = SC : 9] tl z 7 g 7 Is] TBusiars Adareza No. Greet Cy Toms Prowce) MEMHOR 0. EMCERES R- 208 0G moat — ae (EEEh) STS) (ER) Sef. iar care meta anes eta ES) ‘secondary Ucn Type PAocate Desi Rasoeng hes Doe amps ‘otic ; ory 8 S Bangko Sentral ng Pilipinas e Ref. No CALGIRB/RB MFORT.00536-L05 CEN |ONS AND LICENSING; IP ° ENTRAL APPLICATK GRO om Dr. Juan C. Acosta Chairman. Rural Bank of Manolo Fortich (Bukidnon), Inc. Manolo Fortich 8703 Bukidnon Dear Dr. Acosta ‘Subject: Amendment of the Articles of Incorporation and By-laws The amendments to the Articles of incorporation (AO!) and By-Laws {BL) of the Rural Bank of Manolo Fortich (Bukiénon), Inc, were approved by the Bangko Sentral ng Pilipinas (BSP) on 22 April 2009. We are providing you with the Certificate of Authority stamped with the BSP seal, together with the Amended AOI, Amended BL and supporting documents, to enable the Bank to register the Amended AO! and Amended BL with the Securities and Exchange Commission (SEC), Please send a duly authorized bank representative, preferably an officer, to pick up the above-mentioned documents, Ater ‘egistration of the deéienis by thé SEC. please furnish the Central Appiicatios each of tt a duly id AO! and BL; and b. SEC Cer ig of the Amended AOI and BL. Very truly yours. BETTY'CHRISTINE @. BUNY! ‘ Deputy Dredior Att Als we PK meg PANANALAPING MATATAG, BANSANG PANATAG: ‘A Mabini St, Malate 1004 Mania, Prppines © Trunkine (632) $24-70-11 @ URL www bsp gov ph @ emai. bspmaa@bsp gov ohi CENTRAL SUPERVISORY SUPPORT SUBSECTOR CERTIFICATE OF AUTHORITY KNOW ALL MEN BY THESE PRESENTS: By virtue of the authority vested in me by the Monetary Board in its Resolution No. 1559 dated & December 2005, I hereby certify that the amendments to the ‘Articles of Incorporation and By-Laws of the: RURAL BANK OF MANOLO FORTICH (BUKIDNON), INC. Poblacion, Manolo Fortich, Bukidnon to wit: Reference ‘Subject Articles of Incorporation Article ‘That the capital stock of the corporation is Fifteen Million Pesos Seventh Philippine Currency, divided into 145,000 shares of common stock with voting rights and 5.000 shares of prefered stock, both at par value of One Hundred Pesos {100.00 each. (Agemended on March 1, 2008) By-Laws Attcle Ml, tings “Theale esting of the stockholders Section 1 lution adopted 15 days before the regular ‘annual meeting, and with proper notice to St0 . may vary either the date, place (which must not be ‘outside the municipality where the principal office is located) or four or all of them for holding such annual meeting in which case, the annual meeting shall be held at the place, date, and time so fixed by the Board of Directors on any day not earlier than the fifteen day after the adoption of such resolution. If for ‘some reason, any annual meeting cannot take’ place, any such’ meeting may thereafter be called in the manner provided for the calling of special meetings. (As amended on March 11, 2006)vooo’ SIGs STAT + Page 2 ot2 Article VI, 7 nated bj Section 4 the Board of Directors should have the skills and expertise to appr idance and direction to the Bank on the nd. ntenar of the liance am__He/she shall i x sible and make teports to the President of the Bank. (As amended on March 11, 2008) Article VI = a q Section 6 1 wi ew th r the of th iS lures are with, to monitor that at ‘feports are promptly and timely submitted to top management and directly to the Board of of to an Audit Committee of the res fi a (As amended on March 11, 2006) Article VI Renumbering of Section 4 to Section 5 and Sections 5 - 10 to Sections 7 - 12 Article Vil, Bonding ~ The Manager and the Cashier shall post a bond in Section 14 an amount not less than 50,000.00 each x x x All other officers and employees holding cash, security or property in an ‘amount not less than 210,000 00 in any one year belonging to the Rural Bank must also be bonded in an amount approved by the Banako Sentral. xxx. (As amended on March 11, 2008) approved by a majeny of the directors and’ stockholdets tepresenting at least 2/3 of the outstanding capital stock of the bankcand the. approval.of the amendments by the required vote of the aay petned UF. B0 Ferme secretary and a majority of the dir This d to enable the Rural Bank of Manolo Fortich (Bukidnon), Inc. to reg d Articles of incorporation and Amended By-laws with the d Exchange Commission pursuant to Sections 16, 17, 46 and 48 of Batas Pambansa Big. 68 and Section 14 of RA No. 8791 IN WITNESS WHEREOF, | have hereunto set my hand and caused the official seai of the Bangko Sentral ng Pilipinas to be affixed this ZZ day of April 2009 at Manila, Philippines. OR. soonff eh E RAVALO ‘Managing Directores Cm & Sea hie Be, AMENDED DP Sos Oy ARTICLES OF INCORPORA' “gis RURAL BANK OF MANOLO FORTICH, BUKIONON, ay 7” KNOW ALL MEN BY THESE PRESENTS: : / > That _we, the undersigned, all of legal age and residents of the Philippines, have this day voluntanly associated ae a a eS rT faws of the Philippines, Ba AS lh AND WE HEREBY CERTIFY leo ae FIRST — That the name of the corporation shall be obsas 378 RURAL BANK OF MANOLO FORTICH, BUKIDNON, INC. 2 ggeepe hah ‘SECOND — That the objects and purposes for wich arp ‘said corporation is formed are: To carry and engage in the business. 55 a5 Of extending rural credit to small farmers and tenants and tof Jevving rural industries or enterprises: to have and to exercise all ‘authority and powers to do and perform all acts, and to transact all businese which may legally be had or done by rural banks ‘organized under and in accordance with the Rural Banks Act, as it exists or may be amended: and to do all other things incident thereto and Necessary and proper in connection with the said purpose within such temitory, as may be determined by the Monetary Board of the Bangko Sentral ng Pilipinas. THIRD — That the principal office of the Corporation is to be located at Manolo Fortich, Bukidnon, FOURTH — That the term of existence of the Corporation ite fity (50) years fom! and=after:the date of of the incorporet Name MARGARITA E CORDOVEZ _M Fortch, Bukidnon ‘Filipino VICTOR EMMANUEL ALBARECE M.Fortch, Buk, Filipino ABELAROO BACUG M. Fortch, Bukidnon ——_Fipino {OFILA STEHMEIER M Fortch Bukidnon ——Fiipino OSTREA M.Fortch Bulinon —Fipino “JOSE HINGCAYOG 'M Fortch, Bukiznon Filipino DR, JUAN ACOSTA M Foren, Sukidnon —Fipino. DRAMADOBUGAYONG = MFortch Bukednon—Flpine GONZALO ARBOLE Morten, Buicnon ——Fepino MARCOS AWETIN. M Fortch, Bsdnon —_Fipino RODOLFO SANTOS JR. M. Fortch Bukdnon ——Flipino DR ALFREDO REYES M Forich Bukidnon Filipino_-__ SIXTH — That the number of directors of said Corporation ibe five (5) and that names, citizenships and addresses of the “irectors of this corporation, who are to serve until their successors re elected and qualified as provided by the by-laws, are as follows: Name Residence Citizienship MARGARITA CORDOVEZ —M. Fortch, Bukidnon Fuipino ‘ABELAROO BACUG \M. Fortch, Buridnon Fiipino RODOLFO SANTOS JR. ‘M.Fortch, Bukidron — Filpino TOR EMMANUEL. ALBARECE M.Fortich, Bukiénon Fiipino JOSE HINGCAYOG M.Fortch, Bukidnon Fiipino SEVENTH - THAT THE CAPITAL STOCK OF THE CORPORATION 1S FIFTEEN MILLION PESOS PHILIPPINE CURRENCY, DIVIDED INTO 145,000 SHARES OF STOCK WITH VOTING RIGHTS, AND 5,000 SHARES OF PREFERRED STOCK, BOTH AT THE PAR VALUE OF ONE HUNDRED PESOS (100.00) EACH {As Amended on March 11, 2006) (a) Preferred stock shall _be issued only against government investment in the capital stock of the Bank. Preferred stock So issued shall have preference over common stock in the assets of the corporation in the event of liquidation as provided hereunder. (b) Only one kind of common stock that is with voting rights, ‘shall be provided for by the Bank. Preferred stocks shall be non- voting; but in the case of sale by the government of its preferred to private jolders such. stocks automatically become ‘common stocks ots Wseby indie the number of ‘outstanding cand! jinereasing ‘the’ number of ‘outstanding ‘shall share in the dividend distributions at two per centum (2%) thereof without preference. The amount of ‘dividends payable to any holder or stock may be applied to the ‘Tepayment of the stockholders’ indebtedness to the Bank ‘As soon as the Bank has resources available for the purpose, the equity investment of the government, as evidenced by ‘outstanding preferred stock, shall be reduced by the retitement’of stock at its par value and its sale to private investors, in the ‘Tanner provided for in Section 7 of Republic Act No. 720, as amended (Rural Banks Act), and implementing rules and regulations.ELT isso 6tss' No retirement or purchase by the Bank of its shares subscribed-by private stockholders shall be made unless an equal Of preferred shares is retired or purchased so long as the holds preferred shares in the Bank. In the event of liquidation, dissolution, receivership, bankruptcy. or winding up of affairs of the Bank. voluntary or involuntary, the assets of the Bank remaining after payments have been made to creditors, shall be distributed in the following order: First recipients shall be the holders of the preferred stock to the full par value of the preferred stock, or ratably, insofar as the assets of aa pero oe ees a be eeamiees ene full par value of the common stock, or ratably, insofar as the assets of the Bank will permit; and thereafter, any sums remaining shall be distributed equally to holders of preferred and common stocks alike. In the absence of preferred shares, common stockholders shall share in proportion to their respective holdings in the assets available for distribution ‘The above rights, preferences, and restrictions shall be printed on the back of the stock cettificate to be issued by the _-Bank, EIGHT - That within three (3) years after commencement of its , the Bank shall set up a sinking fund for retirement of preferred shares of stock in the bank and that not later than ten (10) years from start of operations the bank shall have retired all such government shares or sold them to private investors. NINTH - That the amount of common stock which has been actually subscribed is TWO HUNDRED FIFTY. THOUSAND PESOS (250,000.00), and the foliowing persons subscribed for'the number ‘and amount of common stock set: out after their names: - No'ct Amount of Name Cazensup Shares Common’ ‘Sock 5 ones MARGARITA. CORDOVEZ MF Buk Fil 4000 40,000.00 ‘ABELARDO BACUG MF, Buk Fit 2,000 20,000.00 RODOLFO SANTOS JR = MF.Buk Fil 2.000 20,000.00 EMMANUEL ALBARECE MF. Buk Fil 2,000 20,000.00 JOSE HINGCAYOS MF, Buk Fi 2.000 2000000 ‘SOLEDA OSTREA MF Buk Fi, 2,000 20,000.00 TEOFILASTEHMEIER MF. Buk Fil 2,000 20,000.00Bt) BO60° St6s st: DR. JUAN ACOSTA ME, Buk DR AMADO BUGAYONG — MF, Buk GONZALOARBOLE =F. Buk (7oR MEREDOREYES MF Buk MARCOSAWETIN MF. Buk Fe Fi Fi Fa Fi 2000 20,000.00 2000 2000000 2.000 20,0000 2000 20,000.00 2000 2000000 TENTH - That the following persons have paid on the ‘Shares of Common Stock for which they have subscribed in the amounts set out after their respective names: Name 1, MARGARITA E CORDOVEZ 2. ABELARDO BACLIG 3. RODOLFO SANTOS JR 4. V. EMMANUEL ALBARECE Jose HINGCAYOS 8 SOLEDAD OSTREA 7 TEOFIA ESTEHMIERE & DR. JUAN ACOSTA ‘Amount Paid On ‘Subserpton To ‘Common Stock 20,000.00 10,000.00 10,000.00 10,000.00, 10,000.00 10,000.00 10,000.00 10,000.00 10,000.00 "70,000 60 40,000.00 ,000.00 ELEVENTH - That no individual or family group shall at Fy time own oF control_more than 35% of the total subscription to the common shares of stock of the Corporation. “TWELFTH - That V. E. Aibarece has been elected by the’ incorporators as Treasurer of the Corporation to act as such until histber’successor is duly elected and qualified in accordance with by-laws and that as such Treasurer, he/she has been ‘authorized to receive for the Corporation and to receipt in its name for all subscriptions paid in by said subscribers.is 4th day of February, A.D. 1976, at Manolo Fortich, IN WITNESS WHEREOF, we have hereunto set our hepa thi fakidnon Philippines. Names ‘SGD MARGARITA E CORDOVEZ ‘SGD ABELARDO BACLIG SGD,RODOLFO SANTOS Je . ‘SGD V. EMMANUEL ALBARECE S60.JOSE HINGCAYOG ‘SGD SOLEDAD OSTREA ‘SGD.TEOFILA ESTEHMEIR ‘SGD.DR JUAN ACOSTA ‘SGD.DR_ AMADO BUGAYONG 'SGD.GONZALO ARBOLE SGD DR. ALFREDO REYES ‘SGD MARCOS AWETIN SIGNED IN THE PRESENCE OF Se oe Y ee SGO__ILU SGD_ILLEGIBLESteo Stett ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES —_) MUNICIPALITY OF MANOLO FORTICH) S.S. PROVINCE OF BUKIDNON ) Before me, the undersigned Notary Public for and In the province of Bukidnon, Philippines, Tax Account Res. Cet Place and Date Name Number Number of Issued MARAGRITAE CORDOVEZ 11538547 A421081 — MFOuk 11476 [ABELAROO BACUIG 1057-1073 A4200413— MF.Buk 1722776 RODOLFO SANTOS JR 5S00491.8 AAZII215 —_MF_BUK 1/1976 V EMMANUEL ALBARECE 42548404 A4212650 MF Buk 2476 JOSE HINGCAYOG 2059-870. 4208500 MF BUK 119076 SOLEDAD OSTREA 423.8001 4208864 MF BuK 1/1276 TEOFILASTHEMEIER 4951-6074 AAZI2751. MF.Buk 2676 OR JUAN ACOSTA 008648 Az0%682 © MFBuk 119078 OR AMADO BUGAYONG 2014-721-8 AZO95G5 —-MF_Buk 172076 GONZALOARBOLE §—1049,878.2 AazosWO MF. Buk 11276 DR. ALFREDO REYES +9 PAIEATO MF Buk 1119778 rosary -a200996¢) MF, Buk 111976 persGni! Wii eecuted the foregoing to me that the same is their free and bc In Testimony Whereof, | have hereunto set my hand and affixed my official seal this 4” day of February, A.D. 1976. ‘SGD. ATTY JULIANO C. LAVISORES NOTARY PUBLIC!) Doc. No. 25 UNTIL DECEMBER 31, 1976 Page No. 6 PTR. NO. 112862 Book No. V TAN 1532/1399 ‘Series of 1976. MFortich.\Bukignon up db Veeseoned ApiaSWORN STATEMENT. Treasurer's swom statement, Republic of the Philippines, Municipality of Manolo Fortich, V. EMMANUEL ALBARECE, duly swom depose and says, that on the 4” day of February, 1976, she/he was duly elected by the subscribers named in the foregoing articles of incorporation as Treasurer of the Corporation, to act as such umtil his/her successor-tas been duly elected and qualified in accordance with the by-laws of the Cospotation, and that as such Treasurer who she/he has been authorized by the subscriber receive for the Corporation of all subscriptions paid in by the subscribers for the capital stock; that of the authorized number of shares, 2,500 shares of Common Stock worth Two Hundred and Fifty Thousand Pesos (P 250,000.00) has been actually subscribed and that of ssid subscription One Hundred Twenty-Five Thousand Pesos (P 125,000.00) in cash has been actually paid to him/her for the benefit and to the eredit ‘of the Corporation; and that atleast twenty per cent per centum (20%) of the capital stock has been subscribed and the amount actually paid to hinvher as stated above is at least ‘twenty five per centum (25%) of said subscription. ees i tees a ot at one and pt tan 100) of “ne capital stock is ovmed by the citizens of the Philippines and thus all the members of the incorporating Board of Directors are citizens of the Philippines. EMMANUEL ALBARECE. freasurer in Trust ‘Rural Bank of Manolo Fortich, Bukidnon. a SUBSCRIBED AND SWORN io-béfore ic this 20 day'ot December, 1976, a Manolo Fortich, A hig Residence-Certificate No.A-4212656, issued at Manolo Forich corse ¢ Doe. Ne 379 Ae same Lavisores Page No. 78 NOTARY PUBLIC Jee v UNTIL DECEMBER 31, 1976 ABeries of 1976 PRT. NO. 4112362 TAN. 1522-1349 Manolo Fortich, BukidnonDIRECTORS’ CERTIFICATE We, the Secretary and 2 majority of the members of the Board of Directors of the ‘RURAL BANK OF MANOLO FORTICH (BUKIDNON), INC, do hereby certify that in a reguiar stockholders meeting held at Poblacion, Manolo Fortch, Gukidnon on March 11,2006, stockholders representing two-thirds (2/3) of the outstanding capital stock of the bank and a ‘majority of the Directors approved the amendments of Articies of Incorporation of the bank: 30 StSG STBTT SEVENTH THAT THE CAPITAL STOCK OF THE CORPORATION IS FIFTEEN ‘MILLION PESOS (15,000,000.00) PHILIPPINE CURRENCY, DIVIDED INTO ONE HUNDRED FORTY FIVE THOUSAND (145,000) SHARES ‘OF COMMON STOCK WITH VOTING RIGHTS, AND FIVE THOUSAND (5,000) SHARES OF PREFERRED ‘STOCK, BOTH AT THE PAR VALUE OF ONE HUNDRED PESOS (100.00) EACH. ‘The amendments of Arties of Incorporation have been duly incorporated in the proposed amended Atices of Incorporation of the Bank, a true and correct copy which is hereto attached, IN WITNESS WHEREOE, we have ated our snatre tet doy of Jay, 2009 at postin Maro Faron Buk ‘CURITIES & EXCHANGE” COmwissicy NO AGHA EE ORO PEGS Toe 8%: JEANNE E.0. gat SUBSCRIBED AND SWORN to before me this 24. doy of Jy, 2009 bythe above” atten at boca, Mondo Fertch, Blan mp, HEC NO. 769379. 01-09-90