JUDICIAL FORMS

CORPORATE PROCEEDINGS
    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

RKVT HOLDING CORP.

12F RKVT Towers, Ayala Ave, 1200 City of Makati, Philippines
Tel. No. 888-88-88; Fax No. 765-4321

Notice of Special Meeting of Stockholders

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders of RKVT

HOLDING CORP, will be held at the 12F RKVT Towers, Ayala Ave, 1200 City of Makati,
Philippines, on May 30, 2012 at 4:00 pm with the following

AGENDA
1. Call to Order
2. Approval of the Minutes of previous meeting
3. President’s Report
4. Appointment of External Auditor
5. Approval of Investments
6. Other matters which may be discussed by the body
7. Adjournment

For the purpose of the meeting, only stockholders of record as of May 2, 2012 are
entitled to attend in the said meeting.

Makati City, May 7, 2012

FOR THE BOARD OF DIRECTORS

MA. TERESITA T. DE GUZMAN

Corporate Secretary

Proof of Service of Notice of Special Meeting of Stockholders

REPUBLIC OF THE PHILIPPINES )

CITY OF TAAL, BATANGAS ) S.S.

MICHELLE GO, being duly sworn on oath says that he served notice, of which the
above and foregoing is a full, true and complete copy on ANDREW TY by delivering the same
to him to his place of residence more than SEVEN (7) days before the day fixed for said
meeting therein, to wit; on the 30th day of May, 2012.

Makati, Metro Manila; May 7, 2012

MA. TERESITA T. DE GUZMAN

Corporate Secretary

JURAT
SUBSCRIBED AND SWORN to before me, this 7 th day of May 2012 in the City of
Makati, affiant exhibiting before me his Community Tax Certificate No. 123456, issued at
Makati on January 23, 2012.

Doc. No. 4; ATTY. JOSE SALVADOR

Page No. 7; S. N. 07-11111
Book No. IX; NOTARY PUBLIC
Series of 2012. Until Dec. 31, 2012
Roll No. 0001
P.T.R. No. 0002, 12/31/2012, Manila.
IBP No. 0003, 12/31/2012, Manila.

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MCLE Compliance No. III-01293872

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STOCKHOLDERS' RESOLUTION ON AMENDMENT OF ARTICLES OF
INCORPORATION (INCREASE OF CAPITAL STOCK)
RKVT HOLDING CORP.
12F RKVT Towers, Ayala Ave, 1200 City of Makati, Philippines
Tel. No. 888-88-88; Fax No. 765-4321

ROBERT TY and KENDRICK SO as President and Secretary, respectively, of RKVT

HOLDING CORP., hereby certify that a special meeting of the stockholders of said
corporation, called for the purpose of amending the articles of incorporation and held at the
office of the corporation on May 7, 2012, at which meeting 2980 shares out of a total 3000
shares of the capital stock of said corporation issued and outstanding, were represented in
person or by proxy, the following resolution was, by unanimous vote of stockholders present,
adopted:
RESOLVED, that the amount of capital stock be increased from P 100,000.00 to P
500,000.00 and that Article Seven of the Articles of Incorporation of said corporation be and
the same is hereby amended to read as follows:

“Article Seven. That the capital stock of the said corporation is FIVE HUNDRED
THOUSAND PESOS (P 20,000.00) and said capital stock is divided into TWO THOUSAND
SHARES of the par value of ONE HUNDRED PESOS (P 100.00) each.”

IN WITNESS WHEREOF, we have hereunto set our hands this 7 th day of May, 2012, in
Makati City, Philippines.

(Sgd.) ROBERT TY
(Directors)

(Sgd.)
KENDRICK SO
(Corporate Secretary)
STOCKHOLDERS' RESOLUTION DECLARING DISSOLUTION OF THE FIRM
RKVT HOLDING CORP.
12F RKVT Towers, Ayala Ave, 1200 City of Makati, Philippines
Tel. No. 888-88-88; Fax No. 765-4321

Whereas, the Board of Director deems it advisable to dissolve this corporation, and
by its Resolution of May 2012, has called this meeting of the stockholders to take action on
the matter;
Whereas, after considering the statements and reports of the officers of this
corporation and the present condition of its affairs, it appears to be for the best interests of
the stockholders that this corporation be dissolved and its affairs wound up according to law;
And, Whereas, this corporation has no outstanding obligations, and its dissolution
will not prejudice the rights of third persons;
Now, Therefore, be it Resolved, as it is hereby resolved, that this corporations be
dissolved pursuant to Section 62 of the Corporation Law; that a certificate of dissolution,
duly certified to by a majority of the Board of Directors and the Secretary, be filed with the
Securities and Exchange Commission.

(Sgd.) ROBERT TY
(Director)

(Sgd.) PRINCESS DIANE GOMEZ

(Corporate Secretary)
Dated this 7th of MAY, 2012.

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MINUTES OF FIRST MEETING OF DIRECTORS

RKVT HOLDING CORP.

12F RKVT Towers, Ayala Ave, 1200 City of Makati, Philippines
Tel. No. 888-88-88; Fax No. 765-4321

The first meeting of the board of directors of RKVT HOLDING CORP., was held at
the principal office in Makati City, Philippines on the 7th day of May, 2012 at 9:00 am.
All the directors being present, ROBERT TY was chosen chairman and MARIE BATO
as secretary of the meeting.
On motion duly made and seconded, JOSEPH BALDO was elected President, JOSE
BAYOT, was elected Treasurer and POTRERO SALAMAT was elected Secretary of the
corporation.
On motion duly and seconded, the following resolutions were also adopted:
Resolved, that the compensation of the President be fixed at FIVE HUNDRED FIFTY
THOUSAND PESOS (Php 550,000.00) per annum, that of the Treasurer at THREE
HUNDRED FIFTY THOUSAND PESOS (Php 350,000,00) per annum and that of the
Secretary at TWO HUNDRED FIFTY THOUSAND PESOS (Php 250,000.00) per annum,
payable monthly;
Resolved, that the BPI-FAMILY SAVINGS BANK, Paseo de Roxas St., Makati City, be
and it is hereby designated as the bank in which the funds of this corporation shall be
deposited, that the bank account shall be there kept in the corporate name of the
corporation; and that all checks or draft drawn against said bank account shall, besides the
corporate name of this corporation, beer the personal signature of its competent officer, to
wit, either the President, Treasurer, or Secretary.
There being no further business, the meeting adjourned.

(Sgd.) JOSEPH BALDO

(Director)

(Sgd.) POTRERO SALAMAT

(Corporate Secretary)
Dated this 7th of MAY, 2012.

Directors’ Resolutions Designating Firm’s Depository, Signatory to Notes,

Checks, etc.

RKVT HOLDING CORP.

12F RKVT Towers, Ayala Ave, 1200 City of Makati, Philippines
Tel. No. 888-88-88; Fax No. 765-4321

Resolved, that the BPI-FAMILY SAVINGS BANK, Paseo de Roxas St., Makati City, be
and it is hereby designated as the bank in which the funds of this corporation shall be
deposited, and that the bank account shall there be kept in the corporation name of this
corporation; that all notes, checks, drafts drawn against said bank account, shall bear the
personal signature of either the President, Secretary or Treasurer, in addition to the
corporate name of this corporation.

Approved this 7th day of May, 2012.

(Sgd.) JOSEPH BALDO

(Director)

(Sgd.) POTRERO SALAMAT

(Corporate Secretary)
Dated this 7th of MAY, 2012.

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DIRECTORS’ RESOLUTION DECLARING STOCK AND CASH DIVIDENDS

_____________________
_______
“We are not trying to be the best..because we are the best”

May 7, 2012

PHILIPPINE STOCK EXCHANGE, INC.

3/F Philippine Stock Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City, Metro Manila

Attention: Ms. Janet A. Encarnacion

Head-Disclosure Department

Re: Stock and Cash Dividend Declaration

Gentlemen:

Please be advised that the Board of Directors of the Corporation, in a meeting held
this afternoon, passed a resolution declaring a 7.5% Cash Dividend for the first quarter of
2012 amounting to P180.19 million equivalent to P0.75 per share, and stock dividend
amounting to about P98, 974, 899.00, or about fifty percent (50%) of the present
outstanding stock of the Coporation, which dividend shall be distributed to all stockholders
as of a record date to be set in coordination with the Securities and Exchange Commission
and in accordance with the rules of the Exchange. The payment date for the Stock and Cash
dividend shall be at least eighteen (18) trading days from the record date to be set. The cash
dividend will be issued from the Corporation’s earnings and savings from previous projects,
while the stock dividend will be issued from the Corporation’s authorized and unissued
capital stock.

Please be advised further that the required stockholder’s ratification and approval of
the declaration of the dividends shall be solicited during the Corporation’s Annual
Stockholder’s Meeting scheduled on May 17, 2012.

Thank you for your kind attention.

Very truly yours,

Stock and Cash Dividend
Stock - 50%
Cash - P0.75 per share
Record date - To be announced Jason J. Jauciano
Payment date - To be announced Assistant Corporate Secretary

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ACKNOWLEDGEMENT FOR CORPORATION BY PRESIDENT AND SECRETARY
WHERE INSTRUMENT CONSISTS OF FIVE (5) PAGES AND COVER THREE (3)
PARCELS OF LAND
REPUBLIC OF THE PHILIPPINES)
CITY OF MAKATI ) SS.

ACKNOWLEDGMENT
BEFORE ME, a Notary Public for and in the City of Makati this 7 th day of May 2012,
personally appeared Pedro Santos with Community Tax Certificate No. 12-200239 issued on
January 11, 2012 at Makati City representing to be the President in the corporation of PPP
CORPORATION with Community Tax Certificate No. 12-12469 issued on January 23, 2012
at Makati City and Tax Identification No. (T.I.N.) 12-124898, and Maurita Dela Cruz with
Community Tax Certificate No. 12-12425 issued on January 15, 2012 at Makati City
representing to be the Secretary of the above mentioned corporation, known to me and to me
known to be the same person who executed the foregoing instrument of sale for and in behalf
of said corporation, and they acknowledged to me that the same is the free and voluntary
corporate act and deed of PPP CORPORATION.
This Instrument of sale, which covers three (3) parcels of land, consists of only five
(5) page/s, including this page in which this Acknowledgement is written, duly signed by
Pedro Santos and his instrumental witnesses on each and every page hereof.
WITNESS MY HAND AND SEAL this 7th day of May 2012 at Makati City, Philippines.

ATTY. JOSE SALVADOR

S. N. 07-11111
NOTARY PUBLIC
Until Dec. 31, 2012
Roll No. 0001
P.T.R. No. 0002, 12/31/2012, Manila
IBP No. 0003, 12/31/2012, Manila.
MCLE Compliance No. III-01293872

Doc. No. 10;

Page No. 17;
Book No. V;
Series of 2012;

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ARTICLES OF COOPERATION OF COOPERATIVE

ARTICLES OF COOPERATION
OF
PaMEC- Padilla Multi-purpose Employees Cooperative

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned Filipino citizens, all of legal age and residents of the Philippines, have
on this day voluntarily agreed to form a primary Multi-Purpose Employees Cooperative,
under the laws of the Republic of the Philippines.

AND WE HEREBY CERTIFY:

ARTICLE I
Name of the Cooperative

That the name of this Cooperative shall be Padilla Multi-Purpose Employees Cooperative or
PaMEC for brevity.

ARTICLE II
Objectives

That the objectives for which this Cooperative is formed are:

Primary

To engage in Credit, manpower/service provider, consumers and merchandising

Secondary

In addition to the objectives and purposes provided for under Republic Act No. 6938, which
are hereby made an integral part of this Articles of Cooperation, this Cooperative adopts the
following secondary objectives.

1. To actively support the government and other concerned organizations, both local
and foreign, in promoting cooperatives as a practical means towards sustainable
socio economic development under a truly just and democratic society;

2. To develop the knowledge of the members on the principles and practices of

cooperatives to enable them to actively and competently participate in managing the
affairs of the Cooperative;

3. To institutionalize a dynamic savings mobilization and capital build-up schemes to

sustain its development activities and long-term investments, thereby ensuring
optimum economic benefits to the members, their families and the general public;
4. To implement policy guidelines that will ensure transparency, equitable access to its
resources and services, and promote the interests of the members; and

5. To adopt such other plans as may help foster the welfare of the members, their
families and the community.

ARTICLE III
Powers and Capacities

In the furtherance of and not in limitation to the powers and capacities conferred by
Republic Act No. 6938, this Cooperative shall have the following juridical powers and
capacities:

1. To draw, make, accept, endorse, guarantee, execute and issue promissory notes, bills
of exchange, debentures, bonds, drafts, warrants, certificates and all other kinds of
obligations and instruments in connection with its lawful business operations;

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2. To contract indebtedness and/or enter into joint ventures with local or foreign
entities in order to achieve its goals and economic plans and programs;

3. To purchas e, receive, take or grant, hold, convey, sell, lease, pledge, mortgage, and
otherwise deal with such real and personal property as the transaction of its lawful
affairs may reasonably and necessarily require, subject to the limitations prescribed
by law and the Constitution of the Philippines.

4. To exercise such other powers as may be essential and necessary to carry out its
objectives in accordance with law.

ARTICLE IV
Area of Operation

That this Cooperative shall operate within the Padilla Tower, Inc., and its principal office
shall be located in G/F main Bldg., Padilla Tower, Taft Ave., Manila 1008.

ARTICLE V
Term of Existence

That the term for which this Cooperative shall exist is Fifty (50) years from the date of its
registration with the Cooperative Development Authority.

ARTICLE VI
Common Bond of Membership

That the common bond of membership of this Cooperative is Institutional and shall be open
to all natural persons who are Filipino citizens, of legal age, with the capacity to contract and
possess all the qualifications and none of the disqualifications provided for in the By-laws.

ARTICLE VII
Name, Nationality and Address of Cooperators

That the name, nationality and address of the cooperators are as follows:

NAME NATIONALITY POSTAL ADDRESS

Pedro Padilla Filipino Taft Ave., Manila
Juan Santos Filipino Taft Ave., Manila
Albert De Guzman Filipino Taft Ave., Manila
Gerry Aquino Filipino Taft Ave., Manila
Paterno Ark Filipino Taft Ave., Manila

ARTICLE VIII
Board of Directors

That the number of directors of this Cooperative shall be Five ( 5 ) and the name, citizenship
and residence of the founding directors who are to serve until their successors shall have been
elected and qualified as provided in the by-laws are:
NAME CITIZENSHIP RESIDENCE
Pedro Padilla Filipino Taft Ave., Manila
Juan Santos Filipino Taft Ave., Manila
Albert De Guzman Filipino Taft Ave., Manila
Gerry Aquino Filipino Taft Ave., Manila
Paterno Ark Filipino Taft Ave., Manila

ARTICLE IX
Capitalization

That the authorized Share Capital of this Cooperative is Fifty million Pesos
(P50,000,000.00) Philippine currency, divided into: Fifty thousand (50,000 ) shares with
a par value of one thousand pesos (P 1,000.00) per share.

ARTICLE X
Subscribed and Paid-up Share Capital

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That at least twenty-five percent (25%) of the authorized share capital has been subscribed
and at least twenty-five percent (25%) of the total subscription has been paid by the following
members-subscribers:

Share Capital Subscribers

NAME NO. OF AMOUNT NO. OF AMOUNT

SUBSCRIBED OF SHARES PAID
SHARES SUBSCRIPTION PAID
Pedro Padilla 250 250,000.00 250 250,000.00
Juan Santos 250 250,000.00 250 250,000.00
Albert De Guzman 350 350,000.00 67 67,000.00
Gerry Aquino 350 350,000.00 67 67,000.00
Paterno Ark 350 350,000.00 67 67,000.00
Joey De Leon 350 350,000.00 67 67,000.00
Victorino Ang 350 350,000.00 67 67,000.00
Delfin Ngo 350 350,000.00 67 67,000.00
Alfie Timbol 350 350,000.00 67 67,000.00
George Trabahon 350 350,000. 67 67,000.00
Michael Macaraig 350 350,000. 67 67,000.00
Roberto Sy 350 350,000. 67 67,000.00
Tepay Baldos 350 350,000. 67 67,000.00
Oswaldo Aguinaldo 350 350,000. 67 67,000.00
Amador Divina 350 350,000. 67 67,000.00

ARTICLE XI

That GERRY AQUINO has been elected as Treasurer of this Cooperative to act as such until
his/her successor shall have been duly elected/appointed and qualified in accordance with
the by-laws. As such, he/she has been authorized to receive payments and issue receipts for
membership fees, share capital subscriptions and other revenues for and in the name of this
Cooperative.
IN WITNESS WHEREOF, we have hereunto signed our names this 7 th day of May 2012 in
Manila, Philippines.

NAME AND SIGNATURE OF COOPERATORS

PRINTED NAME SIGNATURE

Pedro Padilla sgd
Juan Santos sgd
Albert De Guzman sgd
Gerry Aquino sgd
Paterno Ark sgd

SIGNED IN THE PRESENCE OF:

EMELINA A. CERTEZA FRANKLIN U. PRIETO

Signature Over Printed Name Signature Over Printed Name

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ACKNOWLEDGMENT
Republic of the Philippines)
City of Manila ) S.S.

Before me, a Notary Public for and in the Province/City/Municipality of Manila on

this 22nd day of August 2006 the following persons personally appeared with their
Community Tax Certificates as indicated opposite their respective names:
NAME COMMUNITY TAX DATE AND PLACE OF
CERT. NO. ISSUE
Pedro Padilla 16798337 Manila
Juan Santos 16798342 Manila
Albert De Guzman 227773 Manila
Gerry Aquino 22774797 Manila
Paterno Ark 21521899 Manila

All known to me to be the same persons who executed the foregoing Articles of Cooperation
and who acknowledged to me that the same is their free will and voluntary deed. This
instrument consists of 5 pages including this page where the acknowledgment is written.

WITNESS my hand and seal this day and place first above mentioned.

Signed
ATTY. LEONARDO G. SYJUCO
Notary Public
Doc. No. : 349
Page No.: 47
Book No.: XIII
Series of 2012

TREASURER’S AFFIDAVIT

Republic of the Philippines )

City of Manila ) S.S.

I, GERRY AQUINO, after having been duly sworn to in accordance with law, do hereby
depose and say:

1. That I am the duly elected/appointed Treasurer of the Padilla Employees Multi-

Purpose Cooperative (PaMEC), to act as such until my successor shall have been
elected/appointed and qualified in accordance with the By-laws of the Cooperative;

2. That as such Treasurer, I hereby certify that out of the authorized share capital of
Twenty Five million (P25,000,000.00), at least twenty five percent (25%) has been
subscribed, six million eight hundred (6,800,000.00) and that out of the subscribed
capital share at least twenty-five percent (25%) has been paid and received by me in
cash in the amount of One million seven hundred thousand and six pesos
(1,706,000.00) for the benefit and to the credit of the Cooperative;

3. That the total membership fees paid is Four thousand pesos (P4,000.00).

GERRY AQUINO
Treasurer

SUBSCRIBED AND SWORN TO before me this 7 th day of May 2012 in Manila,

Philippines. , by GERRY AQUINO who exhibited to me his/her Community Tax Certificate
No. 21521899 issued on February 23, 2012, in Quezon City, Philippines.

LEONARDO G. SYJUCO
Notary Public
Doc. No. 346
Page No. 47
Book No. XIII
Series of 2012
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