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. 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.
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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

# 15-02 Sovereign, 99 Meyer Road, Singapore

Bryan U. Villanueva Filipino
437920

Joselito D. Campos, Jr. Filipino 9 Banaba Circle, Forbes Park, Makati City

Consuelo Eden P. 16-C Mahiyain St., Teacher's Village West, Quezon

Filipino
Lagao City

104 Havana Street, Pasig Greenpark Village Pasig

RhogelS. G-andingco Filipino
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

# 15-02 Sovereign, 99 Meyer Road, Singapore

Bryan U. Villanueva Filipino
437920

Joselito D. Campos, Jr. Filipino 9 Banaba Circle, Forbes Park, Makati City

Consuelo Eden P. 16-C Mahiyain St., Teacher's Village West, Quezon

Filipino
Lagao City

104 Havana Street, Pasig Greenpark Village Pasig

RhogelS. G-andingco Filipino
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 shares with par value of One Peso (P1.00) 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:
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 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:

Name Citizenship Subscribed Amount Subscribed Amount Paid

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

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 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!

i. 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
ii. 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.

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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. CAMPOS,JR. (SGD.) CONSUELO EDEN P. LAGAO

TIN# 128-427-340 TIN # 907 - 778-624

(SGD.) RHOGEL S. GANDINGCO

TIN# 126-812-085

SIGNED IN THE PRESENCE OF:

(SGD.) (SGD.)

ACKNOWLEDGMENT

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