ARTICLES OF INCORPORATION

OF

MDC BROADCASTING CORPORATION (MDCB Corp.) (Name of 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.

THAT WE HEREBY CERTIFY THAT:

FIRST: The name of this corporation shall be:

MDC BROADCASTING CORPORATION (MDCB Corp.)

SECOND: (A ) The primary purpose of this corporation is:

(1) To engage in the business of broadcasting; to provide current and relevant news and information; to deliver entertainment and variety programs that reflect the richness of Filipino values; (2) To buy and hold shares, whether common, preferred, treasury, founders or other kinds of shares, either by subscribing to the unissued shares of the capital stock in public or private offerings or by purchasing the shares of other stockholders by way of assignment in private sale; to invest in the stock or equity of other companies; to acquire rights in the stock of other companies by way of pledge, chattel mortgage or assignment; to sell, dispose, assign, pledge or convey any or all of its shareholdings in other companies in favor of qualified persons by way of private sale, assignment or other forms of private conveyance, all in accordance with the Corporation Code, the Securities Act and other applicable laws and regulations;

(3) To vote its shareholdings in other companies and exercise all the rights of a shareholder under the Corporation Code and applicable laws;

(4) To do other acts and things, necessary, desirable or appropriate for the attainment of the foregoing purposes.

(B) The secondary purpose of the corporation is: to acquire, maintain and dispose of properties necessary to keep the company in operation and to perform other acts and things secondary or incidental to the primary purpose of the corporation.

(C) 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:The place where the principal office of the corporation is to be established is at Diliman, Quezon City, Philippines.

FOURTH: 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 Name Nationality Residence

(1) Mark Dave M. Camarao Filipino 254 Belaggio Heights, Makati City, Metro Manila

(2) Maureen Saludares Filipino 345 Carlestown Suites, Amber Drive, Ortigas Center, Pasig City, Metro Manila

(3) Aryam Rozelle de la Cruz Filipino 515 Pines Villages, Baguio City

(1) Eugeni Filipino Blk. 32, Lot 18, Soldiers’ Hill o Lopez III Subdivision, Muntinlupa City Filipino 9671-C, Pililla St., Rizal Village (5) Charo Santos-Concio Makati City

follows: SIXTH: That the number of directors of said corporation shall be five (5) and that the incorporators shall constitute the first board of directors.

SEVENTH: The authorized capital stock of the corporation is PESOS: THREE HUNDRED BILLION PESOS (P300,000,000,000.00) in lawful money of the Philippines, divided into 300,000 SHARES (300,000) SHARES, with a par value of PESOS: ONE MILLION (PHP 1,000,000) per share.

EIGHTH: 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 Nationality No. of Amount Amount shares Subscribed Subscribed Paid

Mark Dave M. Camarao Filipino 50,000 P50,000,000, P45,000, 000 000,000.00

Maureen Saludares Filipino 10,000 P10,000,000, P10,000,00 000 0,000

Aryam Rozelle de la Cruz Filipino 10,000 P10,000,000 P10,000,00 0,000

Filipino Eugenio Lopez III 5,00 P5,000,000, P5,000,000, 0 000 000 Filipino Charo Santos-Concio P5,000,000, P5,000,000, 5,00 000 000 0

Total 80,000 P80,000,000 P75,000, 0 ,000 000,000

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 stocks certificates issued by the corporation.

Furthermore, no transfer of stock in favor of parties other than existing stockholders shall be registered in the books of the corporation unless the same is first tendered to the corporation or other existing stockholders under the same terms and conditions, the same offer to be effective for a period not exceeding thirty (30) days from such tender.

TENTH : That Aryam Rozelle de la Cruz 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, she has been authorized to receive, for and in the name of the corporation, all subscriptions paid in by the subscribers.

ELEVENTH: 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, we have set our hand this 9th day of December 2014 in Quezon City, Metro Manila.

MARK DAVE M. CAMARAO

MAUREEN SALUDARES ARYAM ROZELLE DE LA CRUZ

EUGENIO LOPEZ III CHARO SANTOS-CONCIO

WITNESSES:

MANUEL V. PANGILINAN FELIPE G. GOZON

ACKNOWLEDGMENT

Republic of the Philippines) Quezon City, Metro Manila )

BEFORE ME, a notary public for and in the City of Quezon, Metro Manila, Philippines, this 12th day of December 2014, personally appeared:

Name Passport No. Date Place

Mark Dave M. Camarao EB898007123 12/7/2013 Manila Maureen Saludares WM786999004 5/17/2012 Manila Aryam Rozelle de la Cruz AC7776889800 4/28/2011 Manila Eugenio Lopez III AB7832421756 7/04/2012 Manila Charo Santos-Concio CB0999844567 8/18/2014 Manila all known to me to be the same persons who executed the foregoing Articles of Incorporation and they acknowledged to me that the same is of their free and voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place first above written.

MANUEL SEGUION-ENRILE Notary Public Notarial Commission valid until Dec. 31, 2014 245, Isabel Offices, QC Roll of Attorney’s No. 47818 TIN 477-876 PTR 187367389372-QC IBP Mbrsp. No. 67542-QC MCLE Compliance No. 3522

Doc. No. 78 ; Page No. 40 ; Book No. XXII ; Series of 2014.

TREASURER’S AFFIDAVIT

Republic of the Philippines) Quezon City, Metro Manila) S.S.

I, ARYAM ROZELLE A. DELA CRUZ, of legal age, single, Filipino citizen, under oath, hereby depose and state:

That I have been elected by the subscribers of the corporation as Treasurer thereof to act as such until my successor has been duly elected and qualified in accordance with the by-laws of the corporation, and that as such Treasurer, I hereby certify under oath that at least 25% of the authorized capital stock of the corporation has been subscribed and at least 25% of the subscription has been paid, and received by me in cash property for the benefit and credit of the corporation.

This is also to authorize the Securities and Exchange Commission and Bangko Sentral Ng Pilipinas to examine and verify the deposit in the EIGHTY F BILLION PESOS in the amount of PESOS: SEVENTY FIVE BILLION PESOS (P75,000,000.00), representing the paid -up capital of the said corporation which is in the process of incorporation. This authority is valid and inspection of said deposit may be made even after the issuance of the Certificate of Incorporation to the corporation. Should the deposit be transferred to another bank prior to or after incorporation, this will also serve as authority to verify and examine the same. The representative of the Securities and Exchange Commission is also authorized to examine the pertinent books and records of accounts of the corporation as well as all supporting papers to determine the utilization and disbursement of the said paid-up capital.

ARYAM ROZELLE A. DELA CRUZ Treasurer

SUBSCRIBED AND SWORN to before me this 12th day of December 2014 in Quezon City, Metro Manila, affiant exhibiting to me her Passport No. AC7776889800 issued on 28 April 2011 in Manila City, Metro Manila. MANUEL SEGUION-ENRILE Notary Public Notarial Commission valid until Dec. 31, 2014 245, Isabel Offices, QC Roll of Attorney’s No. 47818 TIN 477-876 PTR 187367389372-QC IBP Mbrsp. No. 67542-QC MCLE Compliance No. 3522

Doc. No. 79; Page No. 40 ; Book No. XXII; Series of 2014.