ARTICLES OF INCORPORATION AND BY-LAWS – STOCK CORPORATION

Articles of Incorporation

Of

SAPPHIREBY INVESTMENT HOLDINGS, INC.

(Name of the Corporation)

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom are

residents of the Philippines, have this day voluntarily agreed to form a stock corporation

under the laws of the Republic of the Philippines.

AND WE HEREBYCERTIFY:

FIRST: That the name of said corporation shall be

SAPPHIREBY INVESTMENT HOLDINGS, INC.

SECOND: That the primary purpose for which such corporation is incorporated:

PRIMARY

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 kinds 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 vote 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

That the corporation shall have all the express powers of a corporation as

provided for under Section 36 of the Revised Corporation Code of the Philippines.

THIRD: That the principal office of the corporation is located in

3rd Floor, Soona Building

No. 411 Sen. Gil]. Pola Ave., Makati City

FOURTH: That the term for which said corporation is to exist is fifty (50) years

from and after the date of issuance of the certificate of incorporation.

FIFTH: That the names, nationalities and residences of the incorporators are as

follows:

NAME NATIONALITY RESIDENCE

Hafsah A. Disomangcop Filipino Bubong, Balindong Lanao del Sur

Aisah A. Disomangcop Filipino Bubong, Balindong Lanao del Sur

Nor-ainah T. Baimpal Filipino Cadayonan, Balindong Lanao del

Sur
Adjhairah Magarang Filipino Gata, Poona-bayabao Lanao del Sur

Johanisah Dimnatang Filipino Salipongan, Balindong Lanao del

Sur
Zuairah Tocalo Filipino Sugod, Tugaya Lanao del Sur

SIXTH: That the number of directors of the corporation shall be Six (6); and the

names, nationalities and residences of the first directors of the corporation are as follows:

NAME NATIONALITY RESIDENCE

Hafsah A. Disomangcop Filipino Bubong, Balindong Lanao del

Aisah A. Disomangcop Filipino Sur Lanao del

Bubong, Balindong

Nor-ainah T. Baimpal Filipino Sur

Cadayonan, Balindong Lanao

Adjhairah Magarang Filipino del Sur

Gata, Poona-bayabao Lanao

Johanisah Dimnatang Filipino Salipongan,del Sur

Balindong Lanao

del Sur
 Zuairah Tocalo Filipino Sugod, Tugaya Lanao del Sur

SEVENTH: That the authorized capital stock of the corporation is ONE

BILLION PESOS (Php 1,000,000,000.00) in lawful money of the Philippines, divided

into SEVEN HUNDRED FORTY MILLION (740,000,000) common shares, with the par

value of ONE PESOS (Php1.00) pesos per share and TWO MILLION SIX HUNDRED

THOUSAND (Php 2,600,000) preferred shares, with par value of ONE HUNDRED

(Php100.00) per preferred share.

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 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 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 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 Corporations.

EIGHT: That at least twenty-five (25%) percent of the authorized capital stock

above has been subscribed and paid as follows:

NAME OF NO. OF SHARES AMOUNT AMOUNT PAID

SUBSCRIBERS NATIONALITY SUSBCRIBED SUBSCRIBED

Hafsah A. Disomangcop Filipino 998,000 99,800,000.00 P2,4950,000

Aisah A. Disomangcop Filipino 998,000 99,800,000.000 24,950,000.00

Nor-ainah T. Baimpal Filipino 498,000 49,800,000.00 12,450,000.00

Adhairah Magarang Filipino 2,000 200,000.00 50,000.00

Johanisah Dimnatang Filipino 2,000 200,000.00 50,000.00

Zuairah Tocalo Filipino 2,000

 200,000.00 50,000.00

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

NINTH: That Raihanah Saed has been elected by the subscribers as Treasurer of

the Corporation to act as such until his 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 or

donations paid or given by the subscribers.

TENTH: That no transfer of stock or interest which will reduce the 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 the

corporation and this restriction shall be indicated in all the stock certificates issued by the

corporation.

In connection with the corporation’s initial listing by way of introduction

on the Philippines 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 any manner disposing of their shares for

a period of:

i. One hunder eighty days (180) days after listing of the Subject shares if the

corporation the track record requirements in Article III Part D Section 1 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 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,

assets for shares swap or a similar transaction) or instruments which lead to issuance of

shares (i.e., convertible bonds, warrants or a similar instruments) 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.

ELEVENTH: That the incorporators and directors undertake to change the name

of the corporation as herein provided, or as amended thereafter, immediately upon receipt

of notice or directive from the Securities and Exchange Commission that another

corporation, partnership or person has acquired a prior right to the use of that name or

that the name has been declared as misleading, deceptive, confusingly similar to a

registered name or contrary to public morals, good custom or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this 2nd day of December 2022, in the City/Municipality of Balindong,

Province of Lanao del Sur, Republic of the Philippines.

(SGD.) HAFSAH A. DISOMANGCOP (SGD.) ADJHAIRAH MAGARANG

TIN 121-671-341 TIN 213-604-334

(SGD.) AISAH A. DISOMANGCOP (SGD.) JOHANISAH DIMNATANG

TIN 143-098-678 TIN 224-010-334

(SGD.) NOR-AINAH T. BAIMPAL (SGD.) ZUAIRAH TOCALO

TIN 114-378-091 TIN 211-176-143