BY-LAWS

OF
___DEJA BREW INC.__
(Name of Corporation)

ARTICLE I
OFFICE
The main office of the Corporation shall be located at the place stated in the Articles of
Incorporation. The Corporation may have such other branch offices, either within or
outside the Philippines, as the Board of Directors may designate or as the business of
the Corporation may, from time to time, require.

ARTICLE II
STOCK
Section 1. Subscriptions – Subscribers of the capital stock of the corporation shall pay
to the Corporation the value of the stock in accordance with the terms and conditions
prescribed by the Board of Directors. Unpaid subscriptions shall not earn unless
determined by the Board of Directors.
Section 2. Stock Certificates – Each stockholder shall be entitled to one or more
certificates for such fully paid stock subscription in his name in the books of the
Corporation. The certificates shall contain the matters required by law and the Articles
of Incorporation. They shall be in such form and design as may be determined by the
Board of Directors and numbered consecutively. The certificates, which must be issued
in consecutive order, shall bear the signature of the President, countersigned by the
Secretary or Assistant Secretary of the Corporation, and sealed with the corporate seal.
The stub shall be signed by the stockholder upon issuance of the corresponding
certificate and shall be considered as a receipt from the stockholder. The documentary
stamps for each certificate of stock shall be borne by the stockholder, purchaser, or
transferee.
Section 3. Transfer of Shares – Subject to the restrictions, terms, and conditions
contained in the Articles of Incorporation, shares may be transferred, sold, ceded,
assigned, or pledged by delivery of the certificates duly indorsed by the stockholder, his
attorney-in-fact, or other legally authorized person.
The Corporation shall consider the person in whose name the certificate was issued as
the owner thereof until said transfer has been recorded in the books of the Corporation
showing the names of the parties to the transaction, the date of the transfer and the
number of shares transferred. Said certificate or certificates should be surrendered to
the Secretary for cancellation and replaced by a new certificate in the name of the
transferee before the transfer will be recorded in the books of the Corporation.
No shares against which the Corporation holds any unpaid claim shall be transferable in
the books of the Corporation.
Section 4. Cancellation of Stock Certificates and Issuance of New Ones – Every
certificate surrendered for exchange or transfer shall be cancelled by marking
“CANCELLED” on the face thereof and affixed to the original stub. No new certificates
shall be issued unless and until the old certificates have been surrendered to and
cancelled by the Corporation or their loss is satisfactorily proven.
Section 5. Lost, Stolen or Destroyed Certificates – Lost, stolen, or destroyed
certificates may be replaced in the manner provided for in Section 72 of the Revised
Corporation Code of the Philippines and/or other pertinent laws at the time of the
replacement.
Section 6. Closing of Transfer Books – The stock and transfer book shall be closed
for at least Twenty (20) Days for regular meetings and Seven (7) Days for special
meetings before the scheduled date of the meeting.
ARTICLE III
STOCKHOLDERS
Section 1. Annual Meeting – The annual regular meetings of the stockholders, for the
purpose of electing directors and for the transaction of such business, shall be held on
JULY 1 of each year at the principal office of the Corporation or in such other place in
the city where the principal office of the Corporation is located as provided in the notice.
If the annual meeting falls on a legal on a legal holiday, the annual meeting shall be
held on the next business day.
Section 2. Special Meeting – Special meetings may be called, at any time, for any
purpose or purposes by resolution of the Board of Directors or upon the call of the
President or at the written request of the registered stockholders of majority of the
outstanding capital stock which are entitled to vote.
Section 3. Notice of the Meeting – Written notice of all meetings shall be prepared by
the Secretary and sent by personal service or mailed to all stockholders of record
entitled to vote at the address registered in the books of the corporation or stockholders
last known address at least SEVEN (7) Days prior to the regular meeting or (2) Weeks
prior to the date set for a special meeting.
Notice for a special meeting shall state the object or objects thereof.
The requirements for notice to the meeting shall be deemed waived if the stockholder,
in person, or by proxy, shall be present thereat except if the presence of the stockholder
is solely for the purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened. Notice of any SPECIAL meeting of
the stockholders may be waived in writing by all the stockholders entitled to vote
thereat.
Section 4. Quorum – Unless otherwise prescribed by law, a quorum at any meeting of
the stockholders shall be the majority of the outstanding capital stock must be present
or represented in order to constitute a quorum.Majority of such quorum shall decide any
question that may come before the meeting, except for matters which the law requires
the affirmative vote of a greater proportion. If no quorum is present, the meeting shall be
adjourned until the requisite number of stockholders are present.
Attendance, participation, and voting by remote communication or in absentia shall be
allowed in determining the presence of a quorum.
Section 5. Proxies – Any stockholder entitled to vote at a stockholder’s meeting may do
so either in person or by proxy appointed in an instrument in writing, signed by such
stockholder or by his duly authorized representatives, in accordance with the existing
laws, rules, and regulations of the Securities and Exchange Commission.
Duly accomplished proxies must be presented to and received by the Secretary for
inspection and recording at any time before the time set for the meeting.
Unless otherwise provided in the proxy, it shall only be valid for the meeting at which it
has been presented to the Secretary. The proxy may be revoked in writing or
suspended for any meeting wherein the stockholder appears in person.
Section 6. Manner of Voting – Every stockholder entitled to vote may vote at all
meetings in person or by proxy.
Section 7. Election of Directors – Each stockholder entitled to vote shall have the right
to vote, the number of shares in the stockholder’s name recorded in the Corporation’s
stock and transfer book at the time of its closing, for as many persons as there are
directors to be elected or he may cumulate said shares and give one candidate as many
votes as the number of directors to be elected multiplied by the number of the shares
owned by him, or he may distribute them on the same principle among as many
candidates as he shall see fit: Provided, That the total number of votes cast by him shall
not exceed the number of shares owned by him as shown in the books of the
corporation multiplied by the whole number of directors to be elected: Provided,
however, That no delinquent stock shall be voted.
Section 8. Conduct of Meetings – Meetings of the stockholders shall be presided by
the Chairman or, in his absence, the President, or in his absence, a member of the
Board of Directors elected as chairman of the meeting by a majority of the Board of
Directors present at said meeting of the stockholders.
Section 9. Minutes – The Secretary shall keep a faithful record of the proceedings at all
stockholders’ meeting, and in his absence, the chairman of the meeting shall appoint
the secretary of the meeting. The minutes shall be signed by the secretary of the
meeting with the approval of the chairman of the meeting.