AMENDED ARTICLES OF INCORPORATION OF AYALA CORPORATION
(SEC Reg. No. 34218)

KNOW ALL MEN BY THESE PRESENTS THAT:
WE, all of legal age and residents of the Philippines, have this day voluntarily associated ourselves for the purpose of forming a corporation in accordance with the laws of the Philippines; and

BY THESE PRESENTS CERTIFY:

FIRST - That the name of the said Corporation is: “AYALA CORPORATION”

SECOND - That the purpose or purposes for which said Corporation is formed are as follows:

PRIMARY
To take over, carry on, undertake and acquire the business, assets and goodwill of the general partnership known as Ayala y Compania (Ayala and Company) and to assume all the obligations and liabilities of the said partnership, actual and contingent.

SECONDARY

1. To deal, engage and transact, directly or indirectly, all forms of business and mercantile acts and transactions concerning all kinds of real or personal property, movables, semi-movables, goods, wares, chattels, choses in action, tangible and intangible property, technical and industrial equipment and machineries, personal and real rights, commercial papers and documents, securities, evidences of indebtedness or representatives of value or other forms of obligations, services, and all things, including future ones, which are not excluded from the commerce of man or which are not contrary to law or good morals;
2. To borrow or raise money or funds for the purpose of the corporation, and in pursuance thereof, to issue any mortgages, hypothecations, deeds of trust, debentures, bonds, liens or obligations of the corporation, either at par, premium or discount, secured by all or any part of the undertakings, revenues, rights, and properties of the corporation and to exchange or vary from time to time any such securities;
3. To carry on a general mercantile and commercial business, buying or otherwise acquiring, holding, importing, and exporting, selling and otherwise disposing, and dealing in goods, wares, merchandise or anything of any nature, natural or artificial, which or may become an article of commerce;
4. To act as financial, commercial or general agent or factor to undertake the general management or administration of the business, properties and affairs of any person, partnership, firm, company, corporation or association in carrying on, either within or without the Philippines, any transaction or negotiation of any business of fire, life, marine, or accidental insurance, shipping, air, water, or land passenger and/or freight transportation, maritime, commercial, manufacturing or other business of any nature whatsoever and while so acting as such agent, factor or manager, to perform such acts, enter into such contracts and obligations and carry on such transactions as shall tend to promote the best interest of the corporation and of those it represents;
5. To do a general business as commission merchant, selling agent and factor and conduct, manage and operate the general business of importers and exporters, to make such contracts as may from time to time be required to be made; to deal or traffic in, negotiate, acquire, keep and dispose of commercial or other papers;
6. To make, produce, manufacture, or to aid in the making, production or manufacturing of any article or articles of any kind whatsoever, or to subject such thing to any process or treatment for the purpose of enhancing its value;
7. To acquire for itself or in behalf of others, by purchase, or otherwise dispose of the stocks, bonds, debentures, certificates, or other securities of any corporation, domestic or foreign, or the bonds or other obligations and evidences of indebtedness, of any person or persons, in the same manner and extent as judicial person might, could or would do, and while owner or holder of such stocks, bonds or other securities, to exercise all the rights, powers and privileges appurtenant thereto;
8. To apply for, obtain, register, lease, license, purchase or otherwise acquire, and to hold, use, own, operate, sell, assign, or otherwise dispose of any trade mark, trade names, trade secrets, formulae, patents, inventions, copyrights, improvements and processes used in connection with or secured under letters, patents, or copyrights, domestic or foreign;
9. Directly or indirectly, to buy, sell, rent, manufacture, install, use, operate and generally deal in and with machines, mechanisms, devices, apparatus, inventions, gadgets, equipment, and all kinds and types of technical and industrial improvements known to and within the commerce of man;
10. To make, enter into, execute, ratify, confirm, sign, undertake and perform contracts or any and all kinds and descriptions with any person, firm or corporation, whether governmental, public or private, without limit as to amount and conditions, including but not by way of limitation, contracts creating rights, encumbrances, liens, easements, servitudes and other privileges respecting any of the property of any kind owned by the corporation; and
11. To do all such other things and acts as are necessarily or impliedly included, incidental or conducive to the attainment of the above objects or any of them, or which may be conveniently carried on and indirectly, to enhance the value of or render profitable any business of the corporation, always provided that nothing shall be done in connection with any of the above objects which is prohibited by any of the laws of the Philippines now or hereafter existing, and provided further that the funds of the corporation invested for one purpose shall not be diverted for another purpose except in accordance with Section 17-1/2 of the Corporation Law, as amended.

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