AMENDED ARTICLES OF INCORPORATION OF

 
TOP FRONTIER INVESTMENT HOLDINGS, INC.
 

Know All Men By These Presents:

That undersigned incorporators, all of legal age and residents of the Philippines, have this day voluntarily agreed to form a stock
corporation under the laws of the Republic of the Philippines.

THAT WE HEREBYCERTIFY:
 

FIRST. The name of said corporation shall be

TOP FRONTIERINVESTMENTHOLDINGS,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. LagaoFilipino 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. LagaoFilipino 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:

Amount
Name Citizenship Subscribed Amount Paid
Subscribed

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

Joselito D. Campos,Jr Filipino 998,000 99,800,000.00 24,950,000.00

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. LagaoFilipino 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!

1. 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

2. 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, the parties hereto have signed these presents this 10th day of March 2008 at Makati City, Philippines.

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

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

(SGD.) JOSELITO D.
(SGD.) CONSUELO EDEN P. LAGAO
CAMPOS,JR.
TIN # 907 - 778-624
TIN# 128-427-340

(SGD.) RHOGEL S. GANDINGCO

TIN# 126-812-085

SIGNED IN THE PRESENCE OF:

(SGD.)(SGD.)