MDC BROADCASTING CORPORATION (MDCB Corp.) (Name of Corporation)
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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 epu!lic of the Philippines" T#$T %& #& &'( C& T)*( T#$T: FIRST: The name of this corporation shall !e: MDC BROADCASTING CORPORATION (MDCB Corp.) SECOND: ($ ) The primary purpose of this corporation is: (1) To engage in the !usiness of !roadcasting, to provide current and relevant news and information, to deliver entertainment and variety programs that re-ect the richness of *ilipino values, (2) To !uy and hold shares, whether common, preferred, treasury, founders or other kinds of shares, either !y su!scri!ing to the unissued shares of the capital stock in pu!lic or private offerings or !y purchasing the shares of other stockholders !y way of assignment in private sale, to invest in the stock or e0uity of other companies, to ac0uire rights in the stock of other companies !y 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 0ualified persons !y way of private sale, assignment or other forms of private conveyance, all in accordance with the Corporation Code, the 2ecurities $ct and other applica!le laws and regulations, (3) To vote its shareholdings in other companies and e4ercise all the rights of a shareholder under the Corporation Code and applica!le laws, (4) To do other acts and things, necessary, desira!le or appropriate for the attainment of the foregoing purposes" (B) The secondary purpose of the corporation is: to ac0uire, maintain and dispose of properties necessary to keep the company in operation and to perform other acts and things secondary or incidental to the primary purpose of the corporation" (C) The corporation shall have all the e4press powers of a corporation as provided for under 2ection 36 of the Corporation Code of the Philippines" THIRD:The place where the principal office of the corporation is to !e esta!lished is at Diliman, 9ue:on City, Philippines" FOURTH: The term for which the corporation is to e4ist is 1fty (5<) years from and after the date of issuance of the certificate of incorporation" FIFTH: The names, nationalities, and residences of the incorporators are as Na ! Na"#o$a%#"& R!'#(!$)! (1) @ark Dave @" Camarao *ilipino .;5 'elaggio Heights, @akati City, @etro @anila (2) @aureen 2aludares *ilipino 35; Carlestown 2uites, $m!er Drive, Ortigas Center, Pasig City, @etro @anila (3) $ryam o:elle de la Cru: *ilipino ;+; Pines Dillages, 'aguio City (1) &ugeni *ilipino 'lk" 3., Lot +E, 2oldiersF Hill o Lope: ))) 2u!division, @untinlupa City *ilipino G6H+-C, Pililla 2t", izal Dillage (5) Charo 2antosCConcio @akati City follows: SIXTH: That the num!er of directors of said corporation shall !e 1ve (5) and that the incorporators shall constitute the 1rst !oard of directors" SEVENTH: The authorized capital stock of the corporation is P&2=2: T# && #>N8 &8 ')??)=N P&2=2 (P3<<,<<<,<<<,<<<"<<) in lawful money of the Philippines, divided into 3<<,<<< 2#$ &2 (3<<,<<<) 2#$ &2, with a par value of P&2=2: ON& @)??)ON (P#P +,<<<,<<<) per share" &)GHT#: $t least .;B of the authorized capital stock has !een su!scri!ed and at least .;B of the total su!scription has !een paid as follows: Na ! Nationality No. o* Amount A o,$" '+ar!' Subscr#-!( S,-')r#-!( Pa#( @ark Dave @" Camarao *ilipino ;<,<<< P;<,<<<,<<<, P5;,<<<, <<< <<<,<<<"<< @aureen 2aludares *ilipino +<,<<< P+<,<<<,<<<, P+<,<<<,<< <<< <,<<< $ryam o:elle de la Cru: *ilipino +<,<<< P+<,<<<,<<< P+<,<<<,<< <,<<< *ilipino &ugenio Lope: ))) ;,<< P;,<<<,<<<, P;,<<<,<<<, < <<< <<< *ilipino Charo 2antos-Concio P;,<<<,<<<, P;,<<<,<<<, ;,<< <<< <<< < To"a% ./0/// P./0///0/// P120///0 / 0/// ///0/// NINTH: No transfer of stock or interest which would reduce the stock ownership of *ilipino citi:ens to less than the re0uired percentage of the capital stock as provided !y e4isting laws shall !e allowed or permitted to !e recorded in the proper !ooks of corporation and this restriction shall !e indicated in the stocks certificates issued !y the corporation" *urthermore, no transfer of stock in favor of parties other than e4isting stockholders shall !e registered in the !ooks of the corporation unless the same is 1rst tendered to the corporation or other e4isting stockholders under the same terms and conditions, the same offer to !e e/ective for a period not e4ceeding thirty (3<) days from such tender" T&NT# : That Ar&a Ro3!%%! (! %a Cr,3 has !een elected !y the su!scri!ers as treasurer of the corporation to act as such until her successor is duly elected and 0ualified in accordance with the !y-laws, and that as such Treasurer, she has !een authorized to receive, for and in the name of the corporation, all su!scriptions paid in !y the su!scribers" ELEVENTH: The Corporation manifests its willingness to change its corporate name in the event another person, 1rm or entity has ac0uired a prior right to use the said 1rm name or one deceptively or confusingly similar to it" )N %)TN&22 %#& &=*, we have set our hand this Gth day of Decem!er .<+5 in 9ue:on City, @etro @anila" MARK DAVE M. CAMARAO MAUREEN SALUDARES ARYAM ROZELLE DE LA CRU4 EUGENIO LOPE4 III CHARO SANTOS5CONCIO WITNESSES6 MANUEL V. PANGILINAN FELIPE G. GOZON ACKNOWLEDGMENT epu!lic of the Philippines) 9ue:on City, @etro @anila ) '&*= & @&, a notary pu!lic for and in the City of 9ue:on, @etro @anila, Philippines, this +.th day of Decem!er .<+5, personally appeared: Na ! Pa''por" No. Da"! P%a)! @ark Dave @" Camarao &'EGE<<H+.3 +.IHI.<+3 @anila @aureen 2aludares %@HE6GGG<<5 ;I+HI.<+. @anila $ryam o:elle de la Cru: $CHHH6EEGE<< 5I.EI.<++ @anila &ugenio Lope: ))) $'HE3.5.+H;6 HI<5I.<+. @anila Charo 2antos-Concio C'<GGGE55;6H EI+EI.<+5 @anila all known to me to !e the same persons who e4ecuted the foregoing $rticles of )ncorporation and they acknowledged to me that the same is of their free and voluntary act and deed" )N %)TN&22 %#& &=*, ) have hereunto set my hand and a74ed my notarial seal on the date and at the place 1rst a!ove written" MANUEL SEGUION5ENRILE Notary Pu!lic Notarial Commission valid until Dec" 3+, .<+5 .5;, )sa!el Offices, 9C oll of $ttorneyFs No" 5HE+E T)N 5HHCEH6 PT +EH36H3EG3H.C9C )'P @!rsp" No" 6H;5.C9C @C?& Compliance No" 3;.. Doc" No" HE , Page No" 5< , 'ook No" JJ)) , 2eries of .<+5" TREASURER7S AFFIDAVIT epu!lic of the Philippines) 9ue:on City, @etro @anila) 2"2" ), ARYAM ROZELLE A. DELA CRU4, of legal age, single, *ilipino citizen, under oath, here!y depose and state: That ) have !een elected !y the su!scribers of the corporation as Treasurer thereof to act as such until my successor has !een duly elected and 0ualified in accordance with the !yClaws of the corporation, and that as such Treasurer, ) here!y certify under oath that at least .;B of the authorized capital stock of the corporation has !een su!scri!ed and at least .;B of the su!scription has !een paid, and received !y me in cash property for the !ene1t and credit of the corporation" This is also to authorize the 2ecurities and &4change Commission and 'angko 2entral Ng Pilipinas to e4amine and verify the deposit in the &)A#T( * ')??)ON P&2=2 in the amount of P&2=2: 2&D&NT( *)D& ')??)ON P&2=2 (PH;,<<<,<<<"<<), 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 !e made even after the issuance of the Certificate of )ncorporation to the corporation" 2hould the deposit !e transferred to another !ank prior to or after incorporation, this will also serve as authority to verify and e4amine the same" The representative of the 2ecurities and &4change Commission is also authorized to e4amine the pertinent !ooks and records of accounts of the corporation as well as all supporting papers to determine the utilization and dis!ursement of the said paidCup capital. ARYAM ROZELLE A. DELA CRU4 Treasurer 2>'2C )'&8 $ND 2%= N to !efore me this +.th day of Decem!er .<+5 in 9ue:on City, @etro @anila, affiant e4hibiting to me her Passport No" $CHHH6EEGE<< issued on .E $pril .<++ in @anila City, @etro @anila" MANUEL SEGUION5ENRILE Notary Pu!lic Notarial Commission valid until Dec" 3+, .<+5 .5;, )sa!el Offices, 9C oll of $ttorneyFs No" 5HE+E T)N 5HHCEH6 PT +EH36H3EG3H.C9C )'P @!rsp" No" 6H;5.C9C @C?& Compliance No" 3;.. Doc" No" HG, Page No" 5< , 'ook No" JJ)), 2eries of .<+5" .