AMENDED ARTICLES OF INCORPORATION

OF
BOULEVARD HOLDINGS, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, all of legal age and residents of the Philippines, have this day voluntarily
associated ourselves together for the purpose of forming a corporation under the
laws of the Philippines:

AND WE HEREBY CERTIFY THAT:

I
The name of the said corporation shall be:

BOULEVARD HOLDINGS, INC.

(Amended on November 28, 1997)

II
The purpose for which said corporation is formed are the following:

PRIMARY PURPOSE
To invest in, purchase, or otherwise acquire and own, hold, use,
develop, sell, assign, transfer, mortgage, pledge, exchange, or otherwise
dispose of real and personal property of every kind and description, including
shares of stock, bonds, debentures, notes, evidences of indebtedness, and
other securities or obligation of any other corporation, partnership or
association, domestic or foreign, for whatever lawful purpose or purposes the
same may have been organized, and to pay therefore in money or by
exchanging therefore stocks, bonds, securities or other evidences of
indebtedness of this or any other corporation, partnership or association and
while the owner or holder of any such real or personal property, stocks,
bonds, debentures, contracts, or obligations to receive, collect and dispose of
the interest, dividends, and income arising from such property, and to
possess and exercise in respect thereof all the rights, powers and privileges
of ownership. (Amended on December 19, 1995)

SECONDARY PURPOSES
1)
To acquire by purchase or lease, or otherwise lands and/or
interests in lands, and to own, hold, improve, develop and manage real
estate so acquired and to erect or cause to be erected on any land, owned,
held or acquired by the corporation, buildings or other structures as well as
to rebuild, enlarge, alter, or improve any buildings or other structures now or
hereafter erected on any lands so owned, held or occupied, and to mortgage,
sell, lease, or otherwise dispose of any land or interest in land and any
building, or other structure, and any store, shop, suite, room, or any part of
any building or other structure at any time owned or held by the corporation.
2)
To purchase, acquire, and take over, all or any part of the
securities, rights, property or assets of all kinds, and to undertake or assume
the whole or any part of the obligations and liabilities of, any person,
corporation, association or partnership or any government entity or
authority, whether municipal or national, and to conduct the whole or any
part of business so acquired.
3)
To borrow or raise money for any of the purpose of the
corporation from time to time in such amount and under such terms, means
and conditions as may be deemed proper and necessary by the Board of
Directors, and to issue bonds, debentures, securities, collaterals and other
obligations, or otherwise incur indebtedness in such manner and under such
terms and conditions that the corporation may determine.
4)
To engage in the business of importing, exporting, buying,
selling or otherwise trading and dealing, at wholesale or retail, general
merchandise and wares of all kinds and descriptions which are the lawful
objects of commerce.
5)
To act as local agent or representative of any corporation,
association, firm or individual, organized, located or residing in the
Philippines or any part of the world, including steamships, airships, buses,
automobiles, railway and other transportation corporations, or firms, all to
the extent permitted by law.
6)
To do everything necessary, proper, advisable or convenient for
the accomplishment of any of the purposes, including the principal purposes
of the corporation or the attainment of any of the objects or the furtherance
of any of the powers herein set forth, and to do every other act and things
incidental thereto or connected therewith as far as may be permitted by law
of the Philippines.

III
The principal office of the corporation shall be in Metro Manila, Philippines.
(Amended on June 6, 1995)

IV
The term for which said corporation is to exist is fifty (50) years from and
after the date of incorporation.

V
The names, residences and citizenship of the incorporations of said
corporation are as follows:
NAMES

CITIZENSHIP

RESIDENCE

Rebecco E. Panlilio

Filipino

1607 Cypress Street

Dasmarias Village
Makati, Metro Manila

Noel A. Laman

Filipino

The Valero Tower

122 Valero Street
Salcedo Village
Makati, Metro Manila

Jose Marcel E. Panlilio

Filipino

1215 Acacia Street

Dasmarias Village
Makati, Metro Manila

Erlinda E. Panlilio

Filipino

1607 Cypress Street

Dasmarias Village
Makati, Metro Manila

Katrina E. Panlilio

Filipino

117 Ecology Village

Makati, Metro Manila

Nicole E. Panlilio

Filipino

1607 Cypress Street

Dasmarias Village
Makati, Metro Manila

Marlo T. Cristobal

Filipino

c/o 18th Floor, Silahis

International Hotel
1990 Roxas Boulevard
Manila

Paulino C. Petralba

Filipino

47 Don Jesus Boulevard

Alabang Hills
Muntinlupa, Metro Manila

Abelardo F. Villacorta

Filipino

c/o 18th Floor, Silahis

International Hotel
1990 Roxas Boulevard
Manila

VI
The number of directors of said corporation shall be nine (9) and the names,
residences and citizenship 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:
NAMES

CITIZENSHIP

RESIDENCE

Rebecco E. Panlilio

Filipino

1607 Cypress Street

Dasmarias Village
Makati, Metro Manila

Noel A. Laman

Filipino

The Valero Tower

122 Valero Street
Salcedo Village
Makati, Metro Manila

Jose Marcel E. Panlilio

Filipino

1215 Acacia Street

Dasmarias Village
Makati, Metro Manila

Erlinda E. Panlilio

Filipino

1607 Cypress Street

Dasmarias Village
Makati, Metro Manila

Katrina E. Panlilio

Filipino

117 Ecology Village

Makati, Metro Manila

Nicole E. Panlilio

Filipino

1607 Cypress Street

Dasmarias Village
Makati, Metro Manila

Marlo T. Cristobal

Filipino

Paulino C. Petralba

Filipino

c/o 18th Floor, Silahis

International Hotel
1990 Roxas Boulevard
Manila
47 Don Jesus Boulevard

Alabang Hills
Muntinlupa, Metro Manila
Abelardo F. Villacorta

c/o 18th Floor, Silahis

International Hotel
1990 Roxas Boulevard
Manila

Filipino

VII
The authorized capital stock of said corporation is EIGHT HUNDRED MILLION
(Php800,000,000.00) PESOS, Philippine Currency, and said capital stock is divided
into EIGHT BILLION SHARES (8,000,000,000) AT THE PAR VALUE OF Php0.10 per
share (Amended on December 12, 2003; Amended on August 24, 2005; Amended
on May 26, 2006; Amended on January 9, 2007; Amended December 7, 2009).

VIII
The amount of said capital which has been actually subscribed is TWO
HUNDRED FIFTY MILLION (Php250,000,000.00) PESOS, PHILIPPINE CURRENCY,
and the following persons have subscribed for the number of shares and amount of
capital stock indicated opposite their respective names:
Name

Citizenship

No. of Shares

Amount Subscribed

Rebecco E. Panlilio

Filipino

249,992,000

P 249,992,000.00

Noel A. Laman

Filipino

1,000

1,000.00

Jose Marcel E. Panlilio

Filipino

1,000

1,000.00

Erlinda E. Panlilio

Filipino

1,000

1,000.00

Katrina E. Panlilio

Filipino

1,000

1,000.00

Nicole E. Panlilio

Filipino

1,000

1,000.00

Marlo T. Cristobal
Paulino C. Petralba

Filipino
Filipino

1,000
1,000

1,000.00
1,000.00

Abelardo F. Villacorta

Filipino

1,000
1,000.00
----------------------------------------250,000,000
P 250,000,000.00
===========
============

At least twenty five (25%) per cent of the amount of capital stock subscribed
has been paid, and the following persons have paid on the shares of capital stock
for which they have subscribed, the amounts set out after their respective names:
Name
Rebecco E. Panlilio

Amount Subscribed
P

249,992,000.00

Paid
P

62,492,000.00

Noel A. Laman

1,000.00

1,000.00

Jose Marcel E. Panlilio

1,000.00

1,000.00

Erlinda E. Panlilio

1,000.00

1,000.00

Katrina E. Panlilio

1,000.00

1,000.00

Nicole E. Panlilio

1,000.00

1,000.00

Marlo T. Cristobal

1,000.00

1,000.00

Paulino C. Petralba

1,000.00

1,000.00

Abelardo F. Villacorta
P

1,000.00
1,000.00
--------------------------- ---------------------250,000,000.00
P
62,500,000.00
============== ============

X
That no transfer of shares which shall reduce the percentage of Filipino
ownership to less than that required under pertinent laws to be held by Filipino
citizens shall be allowed or permitted to be recorded in the books of the
corporation. (Amended on December 19, 1995)

XI
Erlinda E. Panlilio has been elected by the subscriber as the Treasurer of
corporation to act as such until her successor is duly elected in accordance with
by-laws and that, as such Treasurer, she has been authorized to receive for
corporation and to issue receipts in its name for all the subscriptions paid in by
subscribers.

the
the
the
the

IN WITNESS WHEREOF, we have hereunto set our hands in Makati, Metro

Manila, Philippines this 7th day of July 1994.

(SGD) REBECCO E. PANLILIO

TIN: 106-197-847

(SGD) NOEL A. LAMAN

TIN: 104-112-228

(SGD) JOSE MARCEL E. PANLILIO

TIN: 137-741-121

(SGD) ERLINDA E. PANLILIO

TIN:

(SGD) KATRINA E. PANLILIO

TIN: 144-528-144

(SGD) NICOLE E. PANLILIO

144-528-021

(SGD) MARLO T. CRISTOBAL

TIN: 137-177-144

(SGD) PAULINO C. PETRALBA

TIN: 106-973-834

(SGD) ABELARDO F. VILLACORTA

TIN: 137-177-233

SIGNED IN THE PRESENCE OF:

(SGD)

(SGD)

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

MAKATI, METRO MANILA
) S.S.

BEFORE ME, a Notary Public for and in the City of

, personally
appeared the following persons with their respective residence certificate numbers:
NAME
Rebecco E. Panlilio
Noel A. Laman
Jose Marcel E. Panlilio
Erlinda E. Panlilio
Katrina E. Panlilio
Nicole E. Panlilio
Marlo T. Cristobal
Paulino C. Petralba
Abelardo F. Villacorta

CTC NO.
22191890
7207853
7220784
22191891
9857658
9857659
10010756
7207859
15442399

DATE/PLACE OF ISSUE
01-21-94/Ternate, Cavite
03-09-94/Makati, M. M.
03-20-94/Makati, M. M.
01-21-94/Ternate, Cavite
03-24-94/Makati, M. M.
03-24-94/Makati, M. M.
01-28-94/Manila
03-09-94/Makati, M. M.
03-25-94/Muntinlupa, M. M.

Known to me and to me known to be the same persons who executed the

foregoing Articles of Incorporation and they acknowledged to me that the same is
their free and voluntary act and deed.
WITNESS MY HAND AND SEAL, this 7th day of July 1994 at Makati, Metro
Manila.

Doc. No.: 317;

Page No.: 64;
Book No.: IV;
Series of 1994.

(SGD) PILAR S. CAYETANO

Notary Public
Until December 31, 1994
PTR #9991799/1-28-93/Makati
IBP # 345226/3-1-93/Rizal
TIN: 156-235-107