REPUBLIC OF THE PHILIPPINES

SECURITIES AND EXCHANGE COM MISSIONSEe Building, EDSA, Greenhills

City of Mandaluyong, Metro Manila

COMPANY REG. No. 12547

CERTIFICATE OF FILINGOF

AMENDED ARTICLES OF INCORPORATION

KNOW ALL PERSONS BY THESE PRESENTS:

THIS IS TO CERTIFY that the amended articles of incorporation of the

ALPHA INSURANCE & SURETY COMPANY, INCORPORATED( Amending Article VII thereof)

copy annexed, adopted on March 8,2012 by a majority vote of the Board of Directorsand by the vote of the stockholders owning or representing at least two-thirds of theoutstanding capital stock, and certified under oath by the Secretary and a majority of theBoard of Directors of the corporation was approved by the Commission on this datepursuant to the provision of Section 16 of the Corporation Code of the Philippines, BatasPambansa BIg. 68, approved on May 1, 1980 and copies thereof are filed with theCommission. \

Unless this corporation obtains or already has obtained the appropriate SecondaryLicense from this Commission, this Certificate does not authorize it to undertake businessactivities requiring a Secondary License from this Commission such as, but not limited toacting as: broker or dealer in securities, government securities eligible dealer (GSED),investment adviser of 'an investment company,' close-end or open-end investmentcompany, investment house,' transfer agent, commodity/financial futu~esexchange/broker/merchant, financing company, pre-need plan issuer, general agent: inpre-need plans and time shares/club shares/membership certificates issuers or sellingagents thereof. Neither does this Certificate constitute as permit to undertake activitiesfor which other government agencies require a license or permit.

IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal ofthis/Commission to be affixed' at Mandaluyong City, Metro Manila, Philippines, this_-L_-",2~~.L. day of June, Twenty Twelve.

NITO A. CATARAN fDirector

Company Registration and Monitoring Department 1

AMENDED

ARTICLES OF INCORPORATION

OF

ALPHA INSURANCE & SURETY COMPANY INCORPORATED

KNOW ALL MEN BY THESE PRESENTS:

That we, all of whom are citizen's residents of the Philippines on this date havevoluntarily associated ourselves together for the purpose of forming a corporation under thelaws of the Philippines.

AND WE HEREBY CERTIFY:

FIRST: That the name of said corporation shall be:

ALPHA INSURANCE & SURETY COMPANY INCORPORATED

SECOND: A. That the purposes for which the said corporation is formed are:

(a) To insure houses, tenements, merchandise and all other property and effects,real and personal against loss or damage by fire, storm, earthquake, accidentor otherwise, and to carry on the ordinary business of fire insurance in all theaforesaid branches. To rebuild, repair, replace or reinstate houses, buildings,machinery and every other description or property which may be insured bythe company and to carryon any kind of business necessary or expedient forany such purposes.

(b) To insure against every description of marine risk, which may legally beundertaken, relating to the perils of the incidentals to the seas, ships, vesselsand water craft of all descriptions and also the freights, goods, merchandise,cargo and all property whatsoever in or on board of the same, whether thesame may be effected or made according to law. To insure all other mattersand things which lawfully mayor can be from time to time insured or be thesubject of insurance against perils of the sea and also generally to carryonother branches and departments of the insurance business.

(c) To grant either in the Philippines or abroad, policies or other instruments ofinsurance against or insurance compensation or payment in case of death orinjury to health or limb by railway or airplane accident or shipwreck or otherperils of the land, sea or air, or any other accident or misadventures, orviolence during any journey or voyage by land, water or air, or during anyother limited or specified period; and to prepare, provide and supplymedicine and surgical aid and treatment or any other assistance and allremedies and requirements in case of accident or harm to any person or thefamily and household or any person whom the company shall insure or to anyperson dwelling or staying in the house of such person insured.

(d} To reinsure any or all rights of the company and to undertake all kinds ofreinsurance and counter-insurance connected with the business of any othercompany.

(e) To guarantee the fidelity of persons buildings places of public or private trustand to agree to the faithful performance of any contract or undertake contractor undertaking made with any public authority.

(f) To guarantee the performance of insurance contracts, agreements,undertakings, obligations, promises of duties of all kinds other than insurancepolicies;

(g) To guarantee title to property;

(h) To guarantee the performance of insurance contracts where surety bonds areaccepted for such purpose;

(i) To execute and guarantee bonds and undertakings of all kinds, required orpermitted to be taken in any or all actions, proceedings, negotiations,importations, exportations or other transactions or operations, either byprivate individuals or by heads or departments, courts, judges, officers,boards, or bodies, whether administrative, executive, legislative or judicial;

(j) To guarantee and indemnify merchants, traders and those engaged inbusiness and giving credits, from loss or damage by reason of giving andextending such credit to their customers or persons dealing with them;

(k) To guarantee and indemnify professional practitioners from loans, damage orliability unto third persons in relation to the exercise of their profession;

(I) To indemnify against loss by burglary, theft, forgery, embezzlement or by anyone or more of such happenings;

(m) To insure glass against breakage;

(n) To guarantee and to indemnify the owners and users of steam boilers andpipes, or fly wheels, engines of all kinds or machinery, against explosion orother accident and against loss or damage to life or property resultingtherefrom and against loss of use or occupancy caused thereby, and againstliability unto third persons by any of said causes; and to make inspections of,and to issue certificates of inspection upon, such boilers, pipes, fly wheels,engines and machinery;

(0) And generally to execute, sign and carry out fidelity bonds and suretyundertaking of every nature and kind usual in the business of fidelity andsurety company, or permitted by law unto such companies;

(p) To lend money on such terms as may seem expedient, subject to therequirements of law;

(q) To purchase or otherwise acquire and undertake all or any part of thebusiness, property and liabilities of any person or company carrying on anybusiness which this company is authorized to carryon or possess or propertysuitable for the purpose of this company;

(r) To acquire by purchase and to invest in, hold, sell or otherwise dispose of thestocks or bonds, or any interest in either or any obligations or evidence ofindebtedness of any corporation or corporations or evidence of indebtedness,or any persons, firm or corporations and while the owner of such stocks,bonds or interests therein, or other obligations or evidence of indebtedness,to exercise all the rights, powers and privileges or ownership including theright to vote thereon or consent in respect thereof for any and all purposes;

(s) To purchase or otherwise acquire, sell, lease, convey, mortgage, encumberand otherwise deal with any property on interest, therein, or easement, rightor privilege over or in respect of any property, real or personal, or may bepermitted by law and as may be permitted by law as may be reasonablynecessary to enable it to carry out the purposes for which the corporation iscreated as may now or hereinafter be permitted by law;

(t) To procure the company to be registered or recognized or to be permitted toor allowed to carryon its business or any branch or branches thereof in anyState, territory, or possessions of the United States and/or I any foreigncountry or places; and in carrying on its business to do any and all acts andthings and exercise any and all powers which a natural person could do orexercise or which now is or may, hereafter, be authorized by law;

(u) To do all or any of the above things in any place in which the company maydetermine as principals, agents, contractors, trustees or otherwise, and by orthrough trustees, agents or otherwise and either alone or in conjunction withothers;

(v) To do such all such other things as are incidental or conducive to theattainment of the above objects;

(w) To do and perform any and all of the acts and things and in exercise all of thegeneral powers conferred by law upon corporations similarly organized andusually and ordinarily incidental to companies of like nature and kind;

(x) And in general, to engage in the business of insurance and guaranty in anybranches except in life insurance business, for a consideration, to indemnifyany person, firm or corporation against loss, damage or liability arising froman unknown or contingent event, and to guarantee liabilities and obligationsof any person, firm or corporation, and to act as agent of other insurance orsurety companies, in any of its branches, including life insurance.

THIRD: That the place where the principal office of the corporation is locatedis at Alpha Insurance Centre. No. 1025 San Marcelino Street. Ermita. Manila.

FOURTH: That the term for which said corporation is to exist is for anotherFIFTY (50) years from April 13, 2007. (As amended on 2-24-06)

FIFTH: That the name and residences of the incorporators of saidcorporation are as follows:

NAME RESIDENCE CITIZENSHIP

Jose H. Remo, Jr. 7 Dahlia Street, Mapayapa Village II, Capitol FilipinoHills, QC20 Vietnam Street, Betterliving Subdivision,

Edmundo H. Remo Paranaque City Filipino9 Everlasting Street, Mapayapa Village II,

Atty. Rosalio H. Remo Capitol Hills, QC Filipino7 Dahlia Street, Mapayapa Village II, Capitol

Teresita R. Singleton Hills, QC AmericanNo. 34 Monteverde Homes, Xavier Street,

Atty. Oscar M. Orbos Greenbills, San Juan, Metro Manila FilipinoNo. 18 Monterey Street, Merville Park Subd.,

Redempto V. Sales Paranaque.City Filipino

Vicente H. Del Rosario 2013 Edison Street, Makati City Filipino

SIXTH: That the number of directors of said cOJDQration shall be seven (7) and that the names,nationalities, and residences of the directors who are to serve until their successors are elected and qualifiedas provided by the By-laws are asfollews: (As amended on January 21, 20JO}

RESIDENCE CITIZENSHIP

Jose H. Remo, Jr.

No. 34 Monteverde Homes, Xavier Street,Greenhills, San Juan, Metro Manila7 Dahlia Street, Mapayapa Village II, CapitolHills, QC20 Vietnam Street, Betterliving Subdivision,Paranaque City9 Everlasting Street, Mapayapa Village II,Capitol Hills, QC

FilipinoAtty. Oscar M. Orbos

Filipino-

Edmundo H. Remo Filipino

Atty. Rosalio H. Remo Filipino

Vicente H. Del Rosario 2013 Edison Street, Makati City Filipino

SEVENTH: That the authorized capital stock of the said corporation is THREE HUNDREDMILLION PESOS (pJOO,OOO,OOO.OO) and said authorized capital stock is divided into 2,000,000 commonshares and 1,000,000 preferred shares of ONE HUNDRED PESOS (plOo.OO) each.

(As amended on March 8,2012)

EIGHTH: That the amount of said capital stock which has been actuallysubscribed is PESOS: SEVENTY FIVE MILLION (P 75,QQQ,QQQ,QQ), and the followingpersons have subscribed for the number of shares and the amount of capital stock set andafter their respective names:

Name No, of shares Amountsubscribed

Common Preferred

Jose H. Rerno, Jr. 250,000 125,000 P 37,500,000

Edmundo H. Remo 137,500 100,000 23,750,000

Atty. Rosalia H. Remo 67,124 25,000 9,212,400

Teresa R. Singleton 42,124 4,212,400

Atty. Oscar M. Orbos 3,125 312,500

Redempto V. Sales 126 12,600

Vicente H. Del Rosario 1 100

Total 500,000 250,000 P 75,000,000.00

NINTH: That the following person have paid for the shares of capital stock forwhich they have subscribed in cash for common shares and the contingent surplus for theirpreferred shares in the amount set out opposite their respective names:

Name AMOUNT PAID ON CONTRIBUTEDSUBSCRIPTION SURPLUS

Jose H. Rerno, Jr. P 25,000,000 P 10,858,200.00

Edmundo H. Remo 13,750,000 6,060,000.00

Atty. Rosalia H. Remo 6,712,400 900,000.00

Teresa R. Singleton 4,212,400

Atty. Oscar M. Orbos 312,500

Redempto V. Sales 12,600

Vicente H. Del Rosario 100

Total P 50,000,000.00 P 17,818,200.00

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DIRECTOR CERTIFICATE

We, the undersigned majority members of the Board of Directors and the Corporate eel'hereby certify that the Articles ofIncorporation of Alpha Ins uranee & Sur e t y

Company, IHe. was amended by an affirmative vote of the stockholders

owning or representing at least two-thirds ( 2/3 ) of the outstanding capital stock at a meeting held for

that purpose at the principal office of the corporation on Ma r e h 08, 201 2 and approved

likewise by the majority of the directors on Ma r c h 08, 2012

IN WITNESS WHEREOF,

Ma r c h 20 _1_2_, at M_a_n_i_l.".a Philippines.

we have hereunto set out hands this 8t h day of

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COUNTERSIGNED:

S,UBSCRIBED AND SWORN to before me this ~ day of-&~w-l-{ , affiants exhibited to me theirindicated below their signatures.

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Doc No. =!=.Page No. :Book No. ;Series of 20 -----!K-;

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*PRINT NAME OF THE DIRECTOR BELOW THE SIGNATURE

(NOTE: To be attached to the Amended Articles of Incorporation reflecting the increase of capital stock)