REPUBLIC OF THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION Ground Floor. Secretariat Building, PICC City Of Pasay, Metro Manila COMPANY REG. NO. AS93007946 CERTIFICATE OF FILING OF AMENDED BY-LAWS KNOW ALL PERSONS BY THESE PRESENTS: THIS IS TO CERTIFY that the Amended By-Laws of ALLIANCE GLOBAL GROUP, INC. copy annexed, adopted on .July 27, 2018 by majority vote of the Board of Directors and on September 18, 2018 by the vote of the stockholders owning or representing majority of the outstanding capital stock, and certified under oath \ by the Corporate Secretary and majority of the said Board was approved by the Commission on this date pursuant to the provisions of Section 48 of the Corporation Code of the Philippines Batas Pambansa Big. 68, approved on May 1,1980, and copies thereof are filed with the Commission. 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 ~day of January, Twenty N".,.,.""~"""""" JS/qba i :\ COVER SHEET for Applications at COMPANY REGISTRATION AND MONITORING DEPARTMENT Nature of Application SEC Registration Number AMENDMENT Former Company Name AMENDED TO: New Company Name I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I· I I I I I I I I I I I I I I I I I I I I I I I I I I 1· I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I Principal Office ( No./Street/Barangay/City/Town)Province) 17 I F I !1 Is Is I o I IE IA Is lr Iw Io I o I D I lA I vIE IN Iu IE I I B IL lo IG 1. I I IE lA Is lr lwlo lolol lcl 1 lrlvl lclvlsiEIRIPIA IR IK I I I I IZJODEI I lsiAIGiuiMisiAiviAINI lolu IE lzloiN I lc 11 lrlvl I I I 11 11 11 1° I COMPANY INFORMATION Company Email Address Company's Telephone Number/s Mobile Number [email protected] I 709-2038 to 40 CONTACT PERSON INFORMATION The designated person MUST be a Director!Trustee!Parlner/Officer/Resident Agent of the Corporation Name of Contact Person Email Address Telephone Number/s Mobile Number DOMINIC V. ISBERTO [email protected] I 894-6300 loc. 2024 I L-1 ______. Contact Person's Address 20F Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City 1634, Metro Manila, Philippines ---------------- ---------,o-6eaccomplisnecfo{CR.t\IIIJ11'ersonner------------------------- Date Signature Assigned Processor-------- _ Document I.D. Received by Corporate Filing and Records Division (CFRD) t-orwaraea to: Corporate and Partnership Registration Division Green Lane Unit Financial Analysis and Audit Division Licensing Unit Compliance Monitoring Division '·-·--;::·:;-; ____ .., -~~--- ___ ·- ._ .. _ '-·~\; t I ' CERTIFICATE OF AMENDMENT OF THE AMENDED BY-LAWS 0 D~C 2 B 2018 j ALLIANCE GLOBAL GROUP INC. .... __ _ •J'· KNOW ALL MEN BY THESE PRESENTS: --......._ __ _ That the undersigned, being the Chairman, the Corporate Secretary and at leas a majority of the members of the Board of Directors of ALLIANCE GLOBAL GROUP, INC. (the "Corporation"), a corporation duly organized in accordance with Philippine laws, with principal office at the 7th Floor, 1880 Eastwood Avenue, Eastwood City CyberPark, 188 E. Rodriguez Jr. Avenue, Bagumbayan, Quezon City, Philippines, do hereby certify that: 1. Attached is a true and correct copy of the AMENDED BY-LAWS of the Corporation embodying the amendment to Article VII, Section 5 of its Amended By-Laws consisting of the amendment to the date of the annual meeting of stockholders of the Corporation FROM Every Third Tuesday of September of each year TO Every Third Thursday of June of each year . • 2. Article VII , Section 5 of the Amended By-Laws of the Corporation shall now read as follows: 5. Annual Meeting - The annual meeting of the stockholders shall be held on the third Thursday of June of each calendar year when they shall elect by a plurality vote by ballot a Board of seven (7) directors to serve for one year until their successors are elected and qualified. (AMENDED AS OF JULY 27, 2018 BY THE BOARD OF DIRECTORS AND AS OF SEPTEMBER 18, 2018 BY THE STOCKHOLDERS) Written Notice of the annual meeting of the company shall be sent to each registered stockholder at least ten (1 0) days prior to the date of such meeting. Waiver of such notice may only be made in writing. 3. Said amendment was duly approved by at least a majority of the members of the Board of Directors at the Special Board Meeting held on 27 July 2018 at its principal office and business address, and by the stockholders owning or representing at least two-thirds (213), of the subscribed and outstanding capital stock of the Corporation at the Annual Meeting of Stockholders held on 18 September 2018 at the Eastwood Richmonde Hotel, Bagumbayan, Quezon City. DEC 2 1 2018 IN WITNESS WHEREOF, we have hereunto set our hands on the __ day of -------2018 ah~GUIG CJ" Metro Manila, Philippines. CERTIFIED CORRECT: 0~.4/~TO Corporate Secretary ATTESTED BY: ANDRE~. TAN Chairman of the MeetingJ.- JLJ1- L. TAN,.. KINGSON U. SIAN KATHERINE L. TAN ~.,_ Director ~ '!'- Director ... 1 .. I \, '\ 1\ L. LANUEVA JR. SERGIO R. ORTIZ-LUIS, JRJ.,./ Director Independent Director r Independent Director Certificate of Amendment of the Amended By-Laws of Alliance Global Group, Inc. Re: Change in ASM date Page I of2 A C K N 0 W L E D G M E N T Republic of the Philippines ) 'AGIJII; Cln ) S.S. BEFORE ME, a Notary Public for and in----------~:::---:-' Philippines this ---...,-of 2018 at , Philippines, personally appeared the following : DEC 2 l 2018 Competent Evidence of ldentitx_ Name Type of ID 10 Number and Expiry Date (if applicable) Andrew L. Tan Tax Identification No. 125-960-003 Katherine L. Tan Tax Identification No. 137-559-459 ; Winston S. Co Tax Identification No. 126-339-464 Alejo L. Villanueva, Jr. Tax Identification No. 107-279-348 Dominic V. lsberto Tax Identification No. 204-642-254 who were identified by me through competent evidence of identity or personally known to me to be · the same persons described in the foregoing instrument, who acknowledged before me that their respective signatures on the instrument were voluntary affixed by them for the purposes stated therein, and who declared to me that they have executed the instrument as their free and voluntary act and deed. IN WITNESS WHEREOF, I have hereunto set my hand on the day, year and place first abovewritten. Notary Public Doc. No. Page No. Book No. Series of Certificate of Amendment of the Amended By-Laws of Alliance Global Group, Inc. Re: Change in ASM date Page 2 of2 The office of the Corporation shall be located at Makati, Metro Manila or at such other place in the said city as the Board of Directors may, from time to time, fix. ARTICLE II The Board of Directors 1. Qualifications and Election - The general management of the Corporation shall be vested in a Board of seven (7) directors who shall be stockholders and who shall be elected annually by the stockholders and who shall serve until the election and qualification of their successors. 1\ny vacancy in the Board of Directors shall be filled by a majority of vote of the stockholders owning or representing a majority of the subscribed and outstanding capital stock at a meeting specially called for the purpose, and the director or directors so chosen shall serve the unexpired term. (Amended as ofJuly JO, 1998) A Nomination Committee shall be dulv constituted during the organizational meeting of the Board of Directors lmmedlatelv after the stockholders' meeting. The Committee shall be responsible for screening and qualifvlng a list of nominees to the Board of Directors. including nominees for Independent directors. The Committee shall start accepting nominees immediatelv after a disclosure is filed bv the Corporation and all nominations shall be submitted within ten (10J days from the date of disclosure. (AMENDED AS OF JULY 20, 2005 BY THE BOARD OF DIRECTORS AND AS OF AUGUST 26, 2005 BY THE STOCKHOLDERS) 2. Independent Directors - Independent directors mav be elected to the Board of Directors whenever required under Republic Act No. 8799, / otherwise known as The Securities Regulation Code. or under anv applicable law. The nomination and election ofindependent directors shall be conducted In accordance with Rule 38 of the /molementing Rules and Regulations of The Securities Reau/atitih:~ Gode as2ma61Hirami£nCiedJrilm"l t/me to: timg¢{~~Di;P!t'1 AS OF JULY 20,2005 BY THE BOARD OF DIRECTORS AND AS OF AUGUST 26, 2005 BY THE STOCKHOLDERS) ~- Quorum- The directors shall sit as a Board, and the individual directors %.n:,Tve <;;~{ta!l h,axe:,.. go p..p-)Y;er as such. A majority of thr .1 gjr~P!2rs 1. ~J:l?!l.. 9.~ , nec3~SaJY ,::fl~ all =~~ ~~ -.~= ~- h·.-~ .;.,.__...,.<.,.,,,, :.:- --:;:)' -..., ____.,, -~-= ,. 4~H-,:,.~ =- ,,_/-.t~-"::::.~~;.:;;». .:; ,, ·~c.t,J,. \:,~::.;,~; -~- =::.->'= ....... -~.=t-··t.l"<:x,i";.,;.;.: meeting to constitute a quorum for the transactio~_. ofJb~i?tJsin~ss, and every decision of a majority of the quorum duly assembled as /a :§~fa.~~~1~t?'e~VaJ_id as a corporate act. (AMENDED AS OF JULY 20, 2005 BY "J:H,§.;~A~Q . Q.f"'D~"€~!0RS AND AS OF AUGUST 26, 2005 BY THE STOCKHOL!J!R$} -·< ):., , ':> '·\%'~,\ IIJ!!/ i':;{($1t~\'{ti· \\~;\ ~- Meetings- The Board of lbitt¥#ors $h~- £l~icfa me~~~\for or{ila..nl~!l9.1191.