REPUBLIC OF THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION Ground Floor. Secretariat Building, PICC City Of Pasay, Metro Mcmila
COMPANY REG. NO. 15923
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
MANILA BULLETIN PUBLISHING CORPORATION (Amending Article IV by extending the term of its existence thereof.)
copy annexed, adopted on May 25, 1989 by majority vote of the Board of Directors and on June 08, 1989 by the vote of the stockholders owning or representing at least two-thirds of the outstanding capital stock, certified under oath by the Corporate Secretary and a majority of the Board of Directors of the corporation and re-affirmed under oath on Aprilll, 2017 by the current members of the Board of Directors, was approved by the Commission on this date pursuant to SEC Resolutions No. 222 and 223, series of 2017, dated March 21, 2017 and SEC Resolution Nd. 358, series of 2017 dated May 11, 2017, and copies thereof are filed with the Commission.
This Certificate is replacement of the Certificate of Filing of Amended Articles of Incorporation dated May 22, 2017 in view of the re-numbering of SEC Resolution No. 362 series of 2017 to SEC Resolution No. 358 series of 2017, both dated May 11, 2017.
IN WITNESS WHEREOF, I have set my hand and caused the seal of this . Commission to be affixed to this Certificate at Pasay City, Metro Manila, Philippines, this / gl!"day of August, Twenty Seventeen.
FER~.~~ts- Director Company Registration and Monitoring Department T.itle: SEC i-Report Page 1 of 1
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Republic of the Philippines _ DEPARTMENT OF FINANCE SECURITIES & EXCHANGE COMMISSION SEC Building. EDSA, Greenhills ·• City of Mandaluyong, 1554 (!) ~~ PAYMENT ASSESSMENT FORM No.04212017-506559 J~ DATE RESPONSIBILITY CENTER 04/21/20 ~ 7 (DEPARTMENT) CRMD
PAYOR: MANILA BULLETIN PUBLISHING CORPORATION MANILA
NATURE OF COLLECTION ACCOUNT CODE AMOUNT LRF {A0823) 131 120 000.00 AMENDED ARTICLES 606 12,000,000.00
l>hp 12,120,000.00 TOTAL AMOUNT TO BE PAID / Asoossed~l....,._..- w'- ~ ATIY. S AGUITA R.H. LADRIDO no ll 11::7'1t'li\'7 lmr 'lt ')(1-1'7 {)(Jot:7:1\\ Machine Validation: 08mjsdonli.n9uez PHP 12,120,000.
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http://150.150.150.130:8686/secireport/epayment/downloadfol s n''~t) Nature of Application · · SEC Reglatratlon Number I 4f6No~ A-A.TtcAff· ~·~ Former Company Name I 1· I I I I I I .I t I I · I ·I .1 I I I I I I I I I I · AMENDED T9: .,New Company Name I I · I t ·1 I I I I ·I l I I I I I I I I I I I I I I I I I I I I 1 I I 1 r I I I I I I I I I I I 'I I I· I l I I Principal Office ( No.IStreetiBarangayiCity/Town)Provlnce) . ' COMPANY INF.ORIATION Company Email Addrtll Company's Telephone Numberls Fnclmllt Numbtrts ,______.! ''j Contact Person Contact Person's Ttlaphona Number Contact Person's .Mdress ...... - .--....,. -. - . -- . ------T0 -be accomplish-ed by CRMD Personnei -- .------. -- . ------· Pate Signature Assigned Processor______ ------··...... - , i ..-J Documentt.o: I.__ __...___ __:·_. ______, l 0 ~ Received by Corporate Filing and Record.• Division (CFRO) :· · F01warded to: . Corporate and Par1nership Registration Division Green Lane Unit Financial Analysis and Audit Division Licensing Unit ·.-...... -·· - · ~-·-- ~... ~ .-~.-=-=:": ....,-,...==""'=-- . --.... -. _ ...... -...----- . BOOK_O;F PARTNERSH~P DATE RECEIVED------· - . !1ME I ENTRY NO. LEAF NO~ VOL: INS. N.O. FOLIO .· VOL. NO. l Annex "M" I. I AMENDED ' ARTICLES OF INCORPORATION OF MANILA BULLETIN PUBLISHING CORPORATION KNOW ALL MEN BY THESE PRESENTS: That we, all of whom are legal age, residents of the Philippines; have this day voluntarily associated ourselves together for the purpose of forming a corporation under the I Jaws of the Philippines. I First That the name of said corporation shall be "MANILA BULLETIN PUBLISHING CORPORATION" I (As amended, June 08, 1989) I Second: That the purposes for which said corporation is organized are: I PRIMARY PURPOSE To carry on the business of proprietors and publishers of newspapers,· journals, magazine, periodicals, books, pamphlets, literary works of all kinds, and the business of I proprietors and operators of the other means of mass communications, including but not limited to the installation, maintenance and operation of facilities for the transmission, I promotion and reception of radio and I or television programs or broadcasts; to carry on the business of printers, book and print sellers, bookbinders, engravers, photographers, I photographic printers, stereotypes, electrotypes, lithographers, stationers, paper and ink manufacturers. and dealers; and to carry on the business of advertising agents, advertising I contractors, and designers of advertisement in all their branches. I SECONDARY PURPOSES I. I. To purchase or otherwise acquire, own, hold, use, sell, convey, lease, mortgage and otherwise handle, deal in or dispose of such real and personal property as the purposes for which the corporation is formed may permit and the transactions of its lawful I business may reasonably and necessarily require; I. I. f p .., - .I 2. To carry on any other lawful business whatsoever in connection with the Ql) foregoing or which is calculated, directly or indirectly, to promote the interest of the ~"M I t.l, corporation or to enhance the value of properties; I ta••. (j) 3. To purchase or otherwise acquire, as a going concern or otherwise, all or any I (\, Ill~ part of the business, goodwill, rights, property and assets of all kinds, and in connection with I Jl• the acquisition of the same to undertake, assume and guarantee all or any part of the liabilities q of any corporation, association, partnership or person deemed to be of use or benefit to the <~J I 4. To engage in the buy and sale of re-al estate and to manage, improve, develop, subdivide the same; to erect or cause to be erected on any lands or real properties owned, I held, occupied or acquired by the corporation buildings, houses, tenements, structures and improvements of all kinds for rent, sale, lease, use or occupancy. (As amended, April 03, I 1990) 5. To invest its funds in shares of stock, bonds, debentures and securities of any I person, firm, corporation, association, the government, its subdivisions and agencies. (As I amended, April 03, 1990) Third: That the place where the principal office of the corporation is to be I established or located is Manila Bulletin Building, Muralla corner Recoletos Streets, I lntramuros, Manila, Philippines. (As amended July 10, 2014) Fourth: That the term for which said corporation is to exist is fifty (50) years I from and after date of incorporation and which is hereby extended for another fifty (50) years _from and after September 25, 2009, the expiry date of its original term. (As amended, June 8, I 1989) I I 2 I JUN ~ I Fifth: That the names, nationalities and residences of the incorporators of tiJ said corporation are as follows: I "'M ~~, NAME NATIONALITY RESIDENCE ~·· I H. F. Wilkins Filipino 42 Banaba Road Forbes I Park, Makati, Metro Manila · M. B. Quimson, Jr. Filipino Teodorica Apartments, I Dewey Boulevard, Manila I Sixth: That the number of directors of said corporation shall be ten (10) and I the names and residences of the directors of the corporation who are to serve until their successors are elected and qualified as provided by the By-Laws are as follows: (As I amended, July 09, 2009) NAME RESIDENCE I M. Menzi 13 lpil St., Forbes Park, Makati, Rizal I M. Lichauco 2315 Herran, Sta. Ana, Manila I H. A. Linn McCullough St., Mandaluyong, Rizal I H. F. Wilkins 42 Banaba Road Forbes Park, Makati, Metro Manila M. B. Quimson, Jr. Teodorica_Apartments, I Dewey Boulevard, Manila I I I 3 - --·- ·- - I JUN 13 2017 ~ ·- --- I Seventb: That the capital stock of the said corporation is Six Billion tl) (6,000,000,000.00) Philippine Currency, and said capital stock is divided into Six Billion "'M I tt' (6,000,000,000) shares with par value of ONE PESO (Pl.OO) each. (As amended, July 12, ... ~ 2007) I <1, (\J (a) The ownership of the capital stock of the corporation shall be limited to citizens \!" I ~l. of the Philippines or to corporations, cooperatives or associations wholly - I Eighth: That the amount of said capital stock which has been actually subscribed is Two Thousand Pesos (P2,000.00) and the following persons have subscribed I for the number of shares amount of capital stock set out after their respective names: I Name No. of Shares Amount Subscribed H. M. Menzi 12 P1 ,200.00 M. Lichauco 1 100.00 I H. A. Linn 3 300.00 H. F. Wilkins 3 300.00 I M. B. Quimson, Jr. 1 100.00 I I I 4 I ., ~ . . '' I I That the following persons have paid on the shares of capital stock of (i\) Ninth: ~,, which they have subscribed the amount set out after their respective names: M I GIJ Amount Subscribed ~·· (I, I Tenth: That H. A. LINN has been elected by the subscribers as Treasurer of I the corporation to act as such until his successor is duly elected and qualified in accordance with the By-Laws, and that as such Treasurer he has been authorized to receive for the I corporation and the receipt in its name for all subscription paid by said subscribers. I IN WITNESS WHEREOF, we have hereunto set our hands at Manila, Philippines, on I this 71h day of July 1959. I (SOD.) H. M. MENZI (SGD.) M. LICHAUCO I (SOD.) 1·1. A. LINN (SOD.) H.F'. WILKINS I (SOD.) M. B. QUIMSON, JR. IN THE PRESENCE OF': I (SOD.) ILLEGIBLE (SGD.) ILLEGIBLE I I I I I s I JUN ~ -!"' - : TEL (•632) 527-8121 FAX 527·7510 P.O. BOX 769 ADVERTISING 521-7524 FAX 52H533 . MANILA BULLETIN BUILDING MABILAfMIULLB!II tiRtULATION 521-7522 FAX 52H526 MURALll COR. RECOLETOS STS. PUBLISHING CORPORATION WWW.MB.COM .PH INTRAMUROS, MANllA, PHiliPPI t\) Ql, t~.)", _...,...<(:kAROrM;a .. I to·• DIRECTORS' CERTIFIC \'m"~;~;~:?-!J \ KNOW ALL MEN BY THESE PRESENTS: \ 1---· ----- · ·~ ._.., · , •:-·r'\ C\.•. • . -- _- ... :---. ; . "'4 ' We, the undersigned, Chairman, Directors and Corpol!t~\ f. SPct~~ary- · BULLETIN PUBLISHING CORPORATION (the "Company"), a· omestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office and business address at Manila Bulletin Building, Muralla comer Recoletos Streets, lntramuros, Manila, Philippines, do hereby certify that: At the regular monthly meeting of the Board of Directors held on 11 April 2017, at the principal office of the Company at which meeting a quorum was present and acting throughout, the Board of Directors unanimously approved the following resolutions: "WHEREAS, Manila Bulletin Publishing Corporation (the "Company"), received through its external counsel, Angara · Abello Concepcion Regal a & Cruz Law Offices, a Letter dated 31 March 2017 issued by the Company Registration and Monitoring Department ("CRMD") of the Securities and Exchange Commission (the "SEC"), advising the Company that the Commission En Bane has resolved to allow the Company to continue its application for extension of its corporate term, subject to the filing and submission of certain documentary requirements before the CRMD and payment of the appropriate filing fees within fifteen (15) working days from receipt of such letter (the "CRMD Letter"); "WHEREAS, the Company shall comply with the Letter dated 31 March 2017 issued by the CRMD of the SEC without prejudice to any and all acts done by the Corporation, including but not limited to the previous submission of the original application for extension of corporate term and other pertinent documents which were filed by the Company to the SEC last 16 June 1989, as well as all other acts that are just, equitable, and beneficial to the Corporation and further without prejudice to the legal effects of Section 16 ofB.P. Blg. 68, as amended. · NOW THEREFORE, in consideration of the foregoing premises, upon motion made and duly seconded, the Board of Directors of the Company unanimously approved the following resolutions: jiiiiJorama DIGITAL AGRICUL'NRE ...... lA iiW . WiUiit1 O l N tl41 I ON ~--- West~.,ende"' Anlmal"--~an: ~olngplu'-""S ... r-, - "RESOLVED, that the Company shall bring to completion and perfect its application to extend its corporate tenn by recommencing the amendment of Article IV of its Articles of Incorporation, without prejudice to the submission of the original application for extension of corporate term and other pertinent documents, which were filed and submitted by the Company to the SEC last 16 June 1989; "RESOLVED, FURTHER, that in compliance with the requirements of the CRMD as provided for in the CRMD Letter, the Company humbly submits to the CRMD the following: . (a) Sworn declaration from the current Board of Directors of the Company assuming sole responsibility for the application and holding the SEC free and harmless from any liability arising from the latter's reliance on the former's submissions; (b) Additional evidence confinning the Company's uninterrupted operations since 2009 and intent to continue; (c) Certified copy of the Amended Articles of Incorporation extending the term of the Company's existence; (d) Certified copy of the Directors' Certificate dated 16 June 1989; (e) Directors' Certificate attesting to the current Board of Directors and re-affirming the Director's Certificate dated 16 June 1989; . (t) Certified copies of the Minutes of the Meetings of the Board of Directors and Stockholders of the Company on 15 May 1989 and 8 June 1989, respectively, approving the resolutions on the amendment to extend the Company's corporate term; (g) Secretary's Certificate certifying that no intra-corporate case/action has been filed or is pending before any court or tribunal against or among the directors, officers of stockholders; (h) Monitoring clearance from the Market Securities and Regulation Department (MSRD); and, (i) Payment of tiling fees; 2 /o r..l) I--JUN 1a 2011 . ""t.'ll) .. (Collectively referred to as the "CRMD Requirements") "RESOLVED, FURTHER, that, for and on behalf of the Company, the Board of Directors be, as it hereby is, authorized to sign, execute and deliver items (a) and (e) of the CRMD Requirements, while the Corporate Secretary, Atty. Francis Y. Gaw, be and he is hereby authorized, to sign, execute, certify to and/or deliver, items (c), (d), (f) and (g) of the CRMD Requirements; "RESOLVED, FURTHER, that Management be, as it hereby is, authorized to submit on the supporting documents to be filed before the SEC in connection with item (b) of the CRMD Requirements; "RESOLVED, FINALLY, that all approvals, resolutions and/or acts covering the filing by the Company of the original application for · extension of the corporate term and other pertinent documents, which were filed and submitted last 16 June 1989 with the SEC, be, as the same hereby are, re-affirmed and ratified to be the valid, existing and binding approvals, resolutions and/or acts of the Company." In connection with the foregoing, the Board of Directors hereby re-affinns and ratifies the amendments to Article Fourth of the Amended Articles of Incorporation of the Corporation, to extend its corporate term of existence for another fifty (50) years from and after September 25, 2009, the expiry date of its original tenn, as .previously approved by the Board of Directors during the regular monthly meeting held on 25 May·l989, and ratified by the stockholders during the Annual Stockholders' Meeting held on 8. June 1989, as follows: "Fourth: That the term for which said ·corporation is to exist is fifty (50) years from the date of incorporation and which is hereby extended for . another fifty (50) years from and after September 25, 2009, the expiry date of its original term." The Board of Directors further re-affinns the Directors' Certificate dated 16 June 1989, a copy of which is hereto attached as Annex "A", embodying the aforementioned amendments to Article Fourth of the Amended Articles of Incorporation of the Company and the approvals of the Board ofDirectors and ratification by the Stockholders of the same. 3 .. .\) ,,, IN WllNESS WHEREOF, we have hereunto set our hands this .. ~ i" 1 1 APR 2017 , in Manila, Philippines. ClJ (i) U!' ..u~ (l) ;:J~cC-r (l, ... ~. BA~ILIO C. YAP "·~ Chairman ice Chairman TIN: 132-309-833 TIN: 126-224-318 ~/- EMIL£'c. YAP III ,JR. Vice Chairman TIN: 151-261-897 ~ " , D!L£Q,/L~h ALBERTO G. ROMULO Q~tLO -. ~J JR. Vice Chairman/Independent Director Di ctor TIN: 113-426-495 TIN: 103-097-440 CIS!:w Director TIN: 110-621-180 y<5 6 c__,- ~J~ BEN~~-INC ~p I ES~E~NZA I. CABRAL ~ector Independent Director· TIN: 101-360-781 TIN: 109-856-007 4 13 /1. JUN 13 2017. '" ( .... REPUBLIC OF THE PHILIPPINES) CITY OF MANILA · )SS. SUBSCRIBED AND SWORN to before me this 11 APR 2017 , m Manila, Philippines, affiants, who are personally known to me, exhibited the following: Name Competent Proof of Identity Basilio C. Yap Voter's ID with No. YIN: 7601-0635C-I1049BCYLOOOO Hermogenes P. Pobre SSS ID with No. 03-0222530-5 Emilio C. Yap III SSS ID with No. 33-1669479-6 Hilario G. Davide, Jr. Senior Citizen's ID with No. 46711, issued on June 8, 2010, at Cebu City Alberto G. Romulo Senior Citizen' s ID with No. 182167, issued on June 4, 1999, at Pasig City Crispulo J. Ie-ban, Jr. UMID with No. CRN-0003-0044913-8 Enrique Y. Yap, Jr. Philippine Passport with No. EB6325727, issued on September 12, 2012, valid until September 11 , 2017 Francis Y. Gaw SSS ID with No. 03-1714111-5 Benjamin C. Yap Senior Citi~en's ID with No. 16077, issued on April 19, 2007, at Makati City Esperanza l. Cabral Senior Citizen's ID with No. 2260951 issued on May 24, 2004, at Muntinlupa City Doc. No. 3'10 ; Page No. 5 13 2017.