ALCO Amended AOI Certificate

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REPUBLIC OF THE PHILIPPINES
SECURITIES AND EXCHANGE COMMISSION
SEC Building, EDSA, Greenhills
City of Mandaluyong, Metro Manila
COMPANY REG. NO. A5094-007160
CERTIFICATE OF FILING
OF
AMENDED ARTICLES OF INCORPORATION
KNOW ALL PERSONS BY THESE PRESENTS:
This is to certify that the amended articles of incorporation of the
ARTHALAND CORPORATION
[Amending Article III thereof.]
copy annexed, adopted on )une 18,201.4 by majority vote of the Board of Directors
and on lwe 27,2014by the vote of the stockholders owning or representing at least
670/o
of the outstanding capital stock, and certified under oath by the
Asst.
Corporate 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
15 of the Corporation Code of the Philippines, Batas Pambansa Blg. 58, approved
on May l,l98O and copies thereof are filed with the Commission.
Unless this corporation obtains or already has obtained the appropriate
Secondary License from this Cornmission, this Certificate does not authorize it to
undertake business activities requiring a Secondary License from this Commission
such as, but not limited to acting as: broker or dealer in securities, government
securities eligible dealer (GSED), investment adviser of an investment company,
close-end or open-end investment company, investment house, transfer agent,
commodityfinancial futures exchang{brokey'merchant, financing company and
time shares/club shares/membership certificates issuers or selling agents thereof.
Neither does this Certificate constitute as permit to undertake activities for which
other government agencies require a license or permit.
IN WITNESS WHEREOF, I have set my hand and caused the seal of this
Commission to be af,fjxed to this Certificate at Mandaluyong City, Metro Manila,
Philippines,this
l{&
day
of
}uly, Twenty Fourteen.
tfr--F:
FERDINAND B. SALES
Director
Company Registration and Monitoring Department
-
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for AppllaatloRs at
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Corporate and Partnershlp fiegistration Division
Green Lane Unit
Financial Ahalysis and Audit Division
Licensing Unit
Compliance Monitoring Division
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COVER SHEET
A R T H A L A
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(Company's Fnll Name)
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Address: No. Street City/Town/Province)
403-6910
(Company Telephone Number)
mm
Month
Day
ffi,MilI
Month
(Form Type)
Day
(Annual Meeting)
(Fiscal Year)
(Secondary License T1pe, If Applicable)
Dept. Requiring this Doc
Total No. of Stockholders
To be accomplished by SEC Personnel concemed
File Numher
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Document [D
STAMPS
L-_---_---*-_-______J
Remarks: Please use BLACK ink for scanning purposes
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ANNEX "A"
AMENDED ARTICLES OF INCORPORATION
ARTHALAND CORPORATION
formerly EIB Realty Developers, Inc.
I March 201I and 24 June 2011)
(As amended on I
KNOW ALL MEN BY THESE PRESENTS:
That WE, all of legal age, a majority of whom arc cttizens and residents of the
Philippines, have this day voluntarily associated ourselves together for the purpose of
forming a corporation under the laws of the Republic of the Philippines.
AND WE CERTIFY THAT:
FIRST
-
That the name of the Corporation shall be:
ARTHALAND CORPORATION
formerly EIB Realty Developers, Inc.
(As amended on 27 November 2A08)
SECOND
- That the purposes
for which the Corporation is formed are:
PRIMARY PURPOSE
To principally engage in the realty development business, including
home
building and development, and to deal, engage, invest and transact, directly or indirectly,
in all forms of business and mercantile acts and transaction concerning all kinds of real
property, including but not limited to the acquisition, construction, utilization and
disposition, sale, lease, exchange or any mode of transfer of residential, industrial or
commercial property.
SECONDARY PURPOSE
1.
To purchase, acquire, own, lease, sell and convey real properties such as
lands, buildings, factories and warehouse and machineries, equipment and other personal
properties as may be necessary or incidental to the conduct of corporate business, and to
pay in cash, shares ofits capital stock debentures and other evidences ofindebtedness of
other securities, as may be deemed expedient, for any business of property acquired by
the corporation;
2. To borrow or raise money necessary to meet the financial requirements of
business by the issuance of bonds, promissory notes and other evidences of
indebtedness, and to secure the repayment thereof by mortgage, pledge, deed of trust or
lien upon the properties of the Corporation, or to issue pursuant to law shares of its capital
stock, debentures and other evidences of indebtedness in payment for properties acquired
by the Corporation or for money borrowed in the prosecution of its lawful business;
its
3.
To invest and deal with the money and properties of the Corporation in
tim
such manner as may
ay from time to time be considered expedient for the advanr
ry
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page 1 of 5, ALCO AOI-Amende.
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interests and to sell, dispose of or transfer the business, properties and goodwill of the
Corporation or any part thereof for such consideration and under such terms as it shal1 see
fit to accept;
4.
To aid in any manner any corporation, association or trust estate, domestic
or foreign, or any firm or individual, any shares of stock in which any bonds, debentures,
notes, securities, evidences of indebtedness, contracts or obligations of which are held by
or for this Corporation, directly or indirectly or through other corporations or otherwise;
5.
To enter into lawful arrangement for sharing profits, union of interest,
utilization or farm out agreement, reciprocal concession or cooperation with any
corporation, association, partnership syndicate, entity, person or government, municipal
or public authority, domestic or foreign, in the carrying on of any business or transaction
deemed necessary, convenient or incidental to carrying out any of the purposes of this
Corporation;
6.
To acquire or obtain from any government authority, national, provincial,
municipal or otherwise, or any corporation, company or partnership, or person, such
charter, contracts, franchise, privileges, exemption, licenses and concessions as may be
conducive to any of the objects of the Corporation;
.
To establish and operate one or more branch offices of other agencies and
to carry on any or all of its operations and business without any restrictions as to place or
amount, including the right to hold, purchase or otherwise acquire, lease, mortgage,
pledge and convey, or otherwise deal in and with real and personal property anywhere
within the Philippines; and,
7
8.
To conduct and transact any and all lawful business and to do or cause to
be done any one or more of the acts and things herein set forth as its purposes, within or
without the Philippines, and in any and all foreign countries, and to do everything
necessary, desirable or incidental to the accomplishment of the purposes of the exercise of
any one or more of the powers herein enumerated, or which shall at anytime appsar
conducive to or expedient for the protection or benefit of this Corporation.
THIRD - That the place where the principal office of the Corporation is to be
established or located is 8/F Picadill), Star Buiiding. 4th Avenue corner 2
Bonifacio Global Citv. Taguig_City. Philippines (As amended on 27 June 2014).
FOURTH - That the term for which said Corporation is to exist is FIFTY (50)
years from the date and after the date of incorporation.
FIFTH
follows:
-
That the names, citizenship and residences of the incorporators are as
NAME
CITIZENSHIP
RESIDENCE
TEODORO C. BORLONGAN
Filipino
1 Sparrow St., Greenmeadows I,
Quezon City, Metro Manila
JOSUE A. CAMBA, JR
Filipino
Page
111 Sampaguita
2of
5, ALCO AOI-Amende
St.,
d.
Valle
onlTJune
2014
,Q
-
Verde III, Pasig, Metro Manila
CORAZON M. BEJASA
Filipino
30 Amethyst Street Greenheights
Subd., Paranaque, Metro Manila
DENNIS D. DECENA
Filipino
2473 A. Crisostomo St., BF
Resort Village, Las Pinas, Metro
Manila
NIDA S. SANTOS
Filipino
28 F. RodrigwzAve., Sto. Nino,
Marikina" Metro Manila
That the number of directors of the Corporation shall be nine (9) and the
names, citizenship and residences of the directors who are to serve until their successors
are duly elected and qualified as provided by the ByJaws are as follows (as amended on
30 March 201I and 24 June 2011):
SXTH
-
NAME
TEODORO C. BORLONGAN
CITIZENSHIP
Filipino
RESIDENCE
1 Sparrow St., Greenmeadows
I,
Quezon City, Metro Manila
JOSUE A. CAMBA, JR
American
111 Sampaguita St., Valle
Verde III, Pasig, Metro Manila
CORAZON M. BEJASA
Filipino
30 Amethyst Street Greenheights
Subd., Paranaque, Metro Manila
DENNIS D. DECENA
Filipino
2473 A. Crisostomo St., BF
Resort Village, Las Pinas, Metro
Manila
NIDA S. SANTOS
Filipino
28 F. Rodriguez Ave., Sto. Nino,
Marikin4 Metro Manila
SEVENTH - That the authorized capital stock of the Corporation is Philippine
Pesos: Two Billion Nine Hundred Forty Six Million Two Hundred Fifty Seven Thousand
One Hundred Thirty Five and 821100 (W,946,257,135.82), and said capital stock is
divided into 16,368,095,199 common shares with a par value of Philippine Pesos:
Eighteen Centavos (P0.18) per share. (As Amended on 28 January 2008)
The shares of stock of the corporation are not subject to pre-emptive rights of
stockholders, and may be issued for the unissued portion of authorized capital stock in such
quantities, at such times, and under such terms as the Board of Directors shall determine.
EIGHT
-
That the amount of said capital stock, which has been actually subscribed,
is ONE HIJNDRED MILLION PESOS (P100,000,000.00), Philippine cumency, and the
following persons have subscribed for the number of shares and the amount of capital stock
indicated opposite their respective names set out after their respective names:
Page 3 of 5, ALCO AOl-Amendedon27 June 2014
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Citizenship
Name
No. of Shares
Amount Subscribed
Urbancorp Investment Inc.
Filipino
Teodoro C. Borlongan
Filipino
100.00
American
100.00
Nida S. Santos
Filipino
100.00
Corazon M. Bejasa
Filipino
100.00
Dennis D. Decena
Filipino
100.00
Josue
A. Camb4 Jr.
P99,999,500.00
999,995
1,000,000
P100,000,000.00
NINTH - That the following persons have paid on the shares of capital stock for
they
have subscribed the amounts, set out after their respective names:
which
Amount Paid
Name
*29,999,500.00
Urbancorp Investment, Inc.
Teodoro C. Borlongan
Josue A. Camba, Jr.
Nida S. Santos
CorazonM. Bejasa
Dennis D. Decena
100.00
100.00
100.00
100.00
100.00
P 30,000,000.00
TENTH - That no issuance or transfer of shares of stock of the Corporation which
would reduce the stock ownership of Filipino citizens to less than the percentage of the
outstanding capital stock required by law to be owned by Filipino citizens, shall be allowed
or permitted to be recorded in the books of the Corporation. This restriction shall be
printed or indicated in all the certificates of stock to be issued by the Corporation.
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ELEVENTH That NIDA S. SANTOS has been elected by the subscribers as
Treasurer ofthe Corporation to act as such until her successor is duly elected and shall have
qualified in accordance with the By-laws; and that, as such treasurer she has been
to
receive for the corporation and
subscriptions paid in by the subscribers.
authorized
to
issue
in its name receips for all
IN WITNESS WHEREOF, we have hereunto set our hands this 2l't day of July
1994 at Makati, Metro Manila, Philippines.
(Sgd) TEODORO C. BORLONGAN
Page 4 of 5, ALCO
AOI-Amend edon2T
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(Sgd) JOSUE A. CAMBA,
JR.
(Sgd) CORAZON M. BEJASA
(Sed) NIDA
(Sgd) DENNIS D. DECENA
S. SANTOS
SIGNED IN THE PRESENCE OF:
(Illegible)
(Illegible)
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
MAKATI, METRO
) SS.
MANILA
BEFORE ME, a Notary Public for and in Makati, Metro Manila, Philippines, this
21't of July lgg4,personally appeared the following:
Name
TEODORO C. BORLONGAN
JOSUE A. CAMBA,
JR.
NIDA S. SANTOS
CORAZON M. BEJASA
DENNIS D. DECENA
Res. Cert.
No.
Date/Place Issued
2250528
793308842
22516804
22520525
22520528
2.l&.94lMakati
4.ll.94lPasig
z.l7.g4lMakati
2.18.941 Makati
2.18.94lMakatr
all known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation and they acknowledged to me that the same is their free act and
deed.
seal
IN TESTIMONY WHEREOF, I have hereunto
on the date and at the place first above written.
Doc. No.
350
No. 71
BookNo. tV
Page
Series
of
1994.
set my hand and affixed my notarial
(SGD.) MA. ESMERALDA R. CLINANAN
Notary Public
Until December 31, 1995
PTRNo. 1781153
Issued at Quezon City on January 13,1994
Page 5 of 5, ALCO AOl-Amendedon27 June 2014
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DIRECTORS' CERTIFICATE
(On the Amendment of Article Third, Articles of Incorporation)
KNOW ALL MEN BY THESE PRESENTS:
WE, the undersigned, constituting the majority of the Board of Directors and the
Assistant Corporate Secretary of ARTHALAI\D CORPORATION (ALCO), hereby
certifu that:
1. The Amended Articles of Incorporation hereto attached as Annex'oAt' is a
full, true and complete copy of ALCO's ArticGs of Incorporation which was amended by
the majority vote of ALCO's Board of Directors at its meeting held on 18 June 2014 at
the 8/F Picadilty Star Buildirg, 4'o Avenue corner 27tr Street, Bonifacio CtoUat City,
Taguig City 1634, ffid by ALCO's stockholders representing more than sixty-seven
percent (67%) of all outstanding ALCO corlmon shares entitled and qualified to vote at
the duly called and convened Annual Stockholders' Meeting held on 27 Jrune2Dl4 at the
Arthaland Sales Pavilion, McKinley Parkway corner 7th Avenue, Global City,
Taguig City.
2.
The amendment to Article Third of ALCO's Articles of lncorporation
consists of the change of its principal office from "Metro Manila, Philippines" to "8/F
Picadilly Star Buildirg, 4* Avenue comer 27th Street, Bonifacio Globat City, Taguig
City, Philippines", to wit:
AMENDED ARTICLES OF INCORPORATION
xxx
THIRD - That the place where the principal office of the Corporation is to
be established or located is 8lF Picadilly Star Buildine. 4ft Avenue corner
Bonifacio
on 27 June 2014)
WITNESS OURHAND this 27th day of June2Ll4 at Taguig City.
V. MAALA
RTVA
Assistant
e Secretary
Passport No. EB16537041A5 January 201 l/Ivlanila
TIN No. 9rc440-737
Page
I of 3, Directors' Certificate-AOl Amendment(6.27.14)
8th Fioor, Picadilly Star Building,4th A.venue car 27th Slreet, Eonifacio Global City, TaEuig 1634, Phillppines Tfl-: {634 4A3-6910 " FAX: t632\ 4A3-69AS
-
,-/
t/A/
*.
ER.EST
Chairman "(or.KENG
of the Board
20l2Nlanila
TIN No.rl01-265-572
Passport No . 884390925i06 January
,/ -
, ,f-
1/^-d(RrCAhOo s. po,
Vice
Chairman
PassportNo. EB5845366104 July
TINNo.
-
SR.
2012/Manila
105-633-454
,rh,z-rfu
Al/{dfri,tDE yrLLA LACS0N
v
|[
President and CEO
PassportNo. E87803963104 April 2014/Manila
TINNo. 10I-775-758
(\\
tt
\ nl\
JAIME ENRIQUE Y. GONZALEZ
GONZAJ,EZ
Director
August 20l3lNdanila
TINNo. 17I-457-049
Passport No. EB
Passport No. ECO 1 39804/28 January 2014/Manila
TIN No. 201-668-133
MCOLAS T. PO
RIEL T. PO
Director
Passport No. EB3 943 7 49 I 26 October 20 I 1 /Ivlanila
PassportNo. EB94
TINNo. 119-779-656
ftw-
SRITI-IVAS POLISHETTY
Dir e ct or/C ompl i anc e Offi c er
November 2013/Manlla
No. 05-633-446
CTOR P. LUI(BAI{
hdependent Director
No. EB9323 939 I 08 October 2013 lMafila
TINNo. 112-212-739
F'E
Passport No . 220 18829 I 1 8 November 2009 lManila
Passport
TIN No. 20l-164-728
OATH
Republic of the Philippines
Taguig City
)
) SS.
I
certifu that on tlis 27th day of June 2014, before me, a notary public duly
authorized in the city above-named to take acknowledgments, personally appeared the
foregoing persons (i) whom I identified through competent evidence of their identities as
Page2 of 3, Directors' Certificate-AOl Amendment (6.27.14)
.-
Fl.
indicated below their respective names to be the same persons described in this Directors'
Certificate, (ii) who acknowledged before me that they voluntarily affixed their signatures
on the said instrument for the pu{pose stated therein, and (iii) who declared to me that
they executed the same as their free and voluntary act and deed.
IN WITNESS WHEREOF, I hereunto
set my hand and
affix my notarial seal on
the date and at the place above written.
Doc.
Page
No.
V91
No. a-t
BootNo.
2-cc
Series of 2014,
dEsm' c.rriOeAOI-86."F {62?.1{yAl-Cohdpe/nm
A. BARBOZA, JR.
PUBLIC
31,2014
7378A I 1-03.13 MKT
N0. 911640 I 12 - 26-12 RSM
RoLL N0.41969
MGLE COMP. lV N0.0020663
Page 3 of 3, Directors' CertiEcate-AOl Amendment (6.27.14)
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REPUBLIC OF THE PHILIPPINES )
TAGUIG CITY
) SS.
SECRETARY' S CERTIFICATE
I, RM KIIRISTIIYE V. MAALA, of legal age, with office address at the 8/F
Picadilly Star Building, 4tr Avenue corner 27tr Street, Bonifacio Global City, Taguig
City, subscribing under oath, do hereby certiff, as follows:
l.
I am the incumbent and duly elected Assistant Corporate Secretary of
ARTIIALAI\ID CORPORATION (ALCO), a corporation organized and existing under
Philippine laws, with principal office address at the 8/F Picadilly Star Building, 4'o
Avenue corner 27th Street, Bonifacio Gtobal City, Taguig Crty.
2. To the best of my knowledge, no action or proceeding has been filed or is
pending before any court involving an intra-corporate dispute and/or claim by any person
or group against the Board of Directors, individual directors and/or major corporate
officers of ALCO as its duly elected and/or appointed directors or officers or vice versa.
3-
I
am executing this Secretary's Certificate to attest to the truth of the
foregoing for whatever legal purpose this may serve the Securities and Exchange
Commission in relation to the amendment of ALCO's Articles of Incorporation.
Issued this 9th
July 2014 at Taguig City.
V. MAALA
Secretary
OATH
Republic of the Philippines
Taguig City
)
) SS.
I
certify that on this 9th day of Juty 2014, before me, a notary public duly
authorized in the city above-named to take acknowledgments, personally appeared Riva
Khristine V. Maala (i) whom I identified through her Passport Number 8B1653704
issued on 05 January 20ll at the City of Manila, Philippines, a competent evidence of
identity, to be the silme person described in the foregoing instrument, (ii) who
acknowledged before me that she voluntarily affrxed her signature on the instrument for
Page
I of 2, ALCO,
seccert.no intra-corporate dispute
8th Flool Picadiliy Star Buildinq, 4ih Avenue cor" 27th Slreel. B*nifacio illai;ai {ily, Taquiq 1634, Phiiippine: r[L: i63;) 4C3-6910 . [AX: i63:) 403-690S
tr'
i,
ie
the purpose stated thereiq and (iii) who declared to me that she has executed the
insmment as her free and voluntary act and deed andttrat she has the authority to sign on
behalf of her principal.
IN WITNESS WHEREOF,Ihereunto setmyhand andaffixmyrrotarial seal on
the date and at the pl.ace above written.
No. ta,o
PageNo. 86
BookNo, aU
Doc.
Se{es of20fl4
m
$.ffir8*,,*.
Itrl2 DEcE[4Bfn si, zot+
N0,3673790 / 1-03"llj MKT
No. 911640 / 12
- 26_rz i$rr,r
RoLL N0.41969
MCIE COMP. tV N0.0020663
Page2 of2, ALCO, seccert.no inta-corporate dispute