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ARTICLES OF INCORPORATION OF
THE FOUNTAIN PEN PUBLISHING CORPORATION KNOWN ALL MEN BY THESE PRESENTS: The undersigned incorporators, all of legal age and a majority of whom are residents of the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines. AND WE HEREBY CERTIFY: FIRST: That the name of said corporation shall be “THE FOUNTAIN PEN PUBLISHING CORPORATION”; SECOND: That the purposes for which said corporation is formed are: A. PRIMARY PURPOSES (1) To engage in the business of acquiring, printing, publishing, and circulating or otherwise dealing with the publication of books and magazines; to carry on if and when it shall deem desirable the trade or business of general printers, lithographers, engravers and advertising agents; to build, construct, erect, purchase, hire or otherwise acquire or provide any buildings, offices, workshops, plant and machinery or other things necessary or useful for the purpose of carrying out the objects of the company. (2) To carry on the business of printers, stationers, booksellers, binders, stereotypers, die sinkers, electrotypers, book paper, envelope and ink manufacturers, engravers and publishers. B. SECONDARY PURPOSES (1) To purchase, acquire, hold, improve, sell, convey, assign, release, mortgage, encumber, lease, and deal in real, personal and mixed property of every name and nature; to lend money and take security for the payment of sums due the corporation, and to assign and release such security, bonds, debentures, obligations and evidences of indebtedness of all kinds, whether secured by mortgage, pledge, or otherwise, and generally to make and perform agreements and contracts of every kind and description to the same extent as natural persons might or could do, and to borrow money in the name of the corporation and to execute notes, whether secured or unsecured bonds, debentures, obligations, security agreements and evidences of indebtedness of any kind or nature whatsoever. C. That the corporation shall have all the express powers of a corporation as provided for under Section 36 of the Corporation Code of the Philippines.
THIRD: That the principal office of the corporation is to be located at Suites 1901 to 1903, Tower II, World Trade Center, Makati City, Metro Manila, Philippines. FOURTH: That the term for which said corporation is to exist is FIFTY (50) years from and after the date of issuance of the certificate of the incorporation; FIFTH: That the names, nationalities, and residences of the incorporators of the corporation are as follows: NAME
NATIONALITY
Georgiavi Irah F. Talamayan
Filipino
John Ian Russell M. Krueger
Filipino
Franchesca M. Tria
Australian
Sharlene T. Alvarez
British
Opalleen P. Flores
Filipino
RESIDENCE Unit 1209, HP Towers, Salcedo Village, Makati City, Philippines Unit 1212, HP Towers, Salcedo Village, Makati City, Philippines 1521-A, MDC Residences, Victoria, Melbourne, Australia Corner Oak and Maple St., Forbes Park, Makati City, Philippines 25th Floor, ELAN Tower, Greenhills, San Juan, Metro Manila, Philippines
SIXTH: That the number of directors of the corporation shall be SEVEN (7); and the names, nationalities, and residences of the first directors of the corporation are as follows: NAME
NATIONALITY
Georgiavi Irah F. Talamayan
Filipino
John Ian Russell M. Krueger
Filipino
Franchesca M. Tria
Australian
Sharlene T. Alvarez
British
Opalleen P. Flores
Filipino
Mauro M. Muñoz III
Filipino
Krizia Ann A. Palaroan
Filipino
RESIDENCE Unit 1209, HP Towers, Salcedo Village, Makati City, Philippines Unit 1212, HP Towers, Salcedo Village, Makati City, Philippines 1521-A, MDC Residences, Victoria, Melbourne, Australia Corner Oak and Maple St., Forbes Park, Makati City, Philippines th 25 Floor, ELAN Tower, Greenhills, San Juan, Metro Manila, Philippines 23 Sherwood Avenue, Forbes Park, Makati City, Philippines 1312-A, Rockwell Tower, Alabang, Metro Manila,
Philippines SEVENTH: That the authorized capital stock of the corporation is ONE HUNDRED MILLION PESOS (Php 100,000,000.00) in lawful money of the Philippines, divided into FIFTY THOUSAND shares with the par value of TWO THOUSAND PESOS (Php 2,000.00) per share.
EIGHTH: That at least twenty-five percent (25%) of the authorized capital stock above stated has been subscribed as follows: NAME OF SUBSCRIBER
NATIONALIT Y
Georgiavi Irah F. Talamayan John Ian Russell M. Krueger
NO. OF SHARES SUBSCRIBED
Filipino
15,000-
Filipino
10,000-
Franchesca M. Tria
Australian
5,000-
Mauro M. Muñoz III
Filipino
5,000-
Sharlene T. Alvarez
British
1,000-
TOTAL:
36,000-
AMOUNT SUBSCRIBED Php 30,000,000.00 Php 20,000,000.00 Php 10,000,000.00 Php 10,000,000.00 Php 2,000,000.00 PHP 72,000,000.00
NINTH: That the above-named subscribers have paid at least twenty-five percent (25%) of the total subscription as follows: NAME OF SUBSCRIBER Georgiavi Irah F. Talamayan John Ian Russell M. Krueger Franchesca M. Tria Mauro M. Muñoz III Sharlene T. Alvarez
AMOUNT SUBSCRIBED Php 30,000,000.00 Php 20,000,000.00 Php 10,000,000.00 Php 10,000,000.00 Php 2,000,000.00 TOTAL:
TOTAL PAID-IN Php 25,000,000.00 Php 15,000,000.00 Php 10,000,000.00 Php 10,000,000.00 Php 1,500,000.00 Php 61,500,000.00
TENTH: That MAURO M. MUÑOZ III has been elected by the subscribers as Treasurer of 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 and in the name and for the benefit of the corporation, all subscriptions paid or given by the subscribers or members. IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this 23rd day of March 2015 in the City of Makati, Metro Manila, Republic of the Philippines.
Georgiavi Irah F. Talamayan
John Ian Russell M. Krueger
Franchesca M. Tria
Sharlene T. Alvarez
______________________________________________ Opalleen P. Flores SIGNED IN THE PRESENCE OF: ______________________________________ ______________________________________ ____ _______ STEVE ROLAND R. TECSON CRISSA ANGELICA ERESO ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) CITY OF MAKATI METRO MANILA
) S.S. )
BEFORE ME, a Notary Public, in and for the City of Makati and Metro Manila, personally appeared: NAME
PASSPORT NO.
Georgiavi Irah F. Talamayan
EB9022932
John Ian Russell M. Krueger
EB1012789
Franchesca M. Tria Mauro M. Muñoz III
AX512876E EB6235221
Sharlene T. Alvarez
GB5433899
ISSUED AT AND VALID UNTIL Makati City/12 April 2019 Baguio City/09 October 2018 Melbourne/16 July 2018 Baguio City/16 March 2019 London/22 September 2018
all known to me and to me known to be the same persons whose names are subscribed and executed the within instrument and each of them acknowledged to me that he or she freely and voluntarily executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 23rd day of March 2015, City of Makati, Metro Manila, Philippines.
ATTY. LEAN PAOLO SALVOSA Notary Public Until 31 December 2016 Roll No. 101234 IBP Lifetime No. 8745623 PTR No. 1018889/Makati City/15 January 2015 MCLE Compliance No. 567489/Makati City/15 January 2015
Doc. No. 15; Page No. 23; Book No. XIX; Series of 2015.
TREASURER’S AFFIDAVIT REPUBLIC OF THE PHILIPPINES) CITY OF MAKATI METRO MANILA
) S.S. )
I, MAURO M. MUÑOZ III, being duly sworn, depose and say: That I have been duly elected by the subscribers of the corporation as Treasurer thereof, to act as such until my successor has been duly elected and qualified in accordance with the by-laws of the corporation, and that as such Treasurer, I hereby certify under oath that at least twenty-five percent (25%) of the authorized capital stock of the corporation has been subscribed and at least twenty-five percent (25%) of the total subscription has been paid and received by me, in cash for the benefit and credit of the Corporation. This is also to authorize the Securities and Exchange Commission and the Bangko Sentral ng Pilipinas to examine and verify the deposit in the Bank of the Philippine Islands, in my name as treasurer in trust for The Fountain Pen Publishing Corporation, in the amount of SIXTY-ONE MILLION FIVE HUNDRED THOUSAND PESOS (Php 61,500,000.00), representing the paid up capital of the corporation which is in the process of incorporation. This authority is valid and inspection of said deposit may be made even after the issuance of the Certificate of Incorporation to the Corporation. Should the deposit be transferred to another bank prior to or after incorporation, this will serve as authority to verify and examine the same. The representative of the Securities and Exchange Commission is also authorized to examine the pertinent books and records of accounts of the
corporation as well as all supporting papers to determine the utilization and disbursement of the paid up capital. In case the said paid up capital is not deposited or withdrawn prior to the approval of the Articles of the Incorporation, I, on behalf of the abovenamed corporation, waive our right to a notice and hearing in the revocation of our Certificate of Incorporation.
____________________________________ MAURO M. MUÑOZ III Treasurer SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City of Makati, Metro Manila, this 23rd day of March 2015; by MAURO M. MUÑOZ III, with Residence Certificate No. A10162009 issued at Makati City on 01 October 2012.
ATTY. LEAN PAOLO SALVOSA Notary Public Until 31 December 2016 Roll No. 101234 IBP Lifetime No. 8745623 PTR No. 1018889/Makati City/15 January 2015 MCLE Compliance No. 567489/Makati City/15 January 2015
Doc. No. 16; Page No. 24; Book No. XIX; Series of 2015.
THE FOUNTAIN PEN PUBLISHING CORPORATION KNOWN ALL MEN BY THESE PRESENTS: The undersigned incorporators, all of legal age and a majority of whom are residents of the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines. AND WE HEREBY CERTIFY: FIRST: That the name of said corporation shall be “THE FOUNTAIN PEN PUBLISHING CORPORATION”; SECOND: That the purposes for which said corporation is formed are: A. PRIMARY PURPOSES (1) To engage in the business of acquiring, printing, publishing, and circulating or otherwise dealing with the publication of books and magazines; to carry on if and when it shall deem desirable the trade or business of general printers, lithographers, engravers and advertising agents; to build, construct, erect, purchase, hire or otherwise acquire or provide any buildings, offices, workshops, plant and machinery or other things necessary or useful for the purpose of carrying out the objects of the company. (2) To carry on the business of printers, stationers, booksellers, binders, stereotypers, die sinkers, electrotypers, book paper, envelope and ink manufacturers, engravers and publishers. B. SECONDARY PURPOSES (1) To purchase, acquire, hold, improve, sell, convey, assign, release, mortgage, encumber, lease, and deal in real, personal and mixed property of every name and nature; to lend money and take security for the payment of sums due the corporation, and to assign and release such security, bonds, debentures, obligations and evidences of indebtedness of all kinds, whether secured by mortgage, pledge, or otherwise, and generally to make and perform agreements and contracts of every kind and description to the same extent as natural persons might or could do, and to borrow money in the name of the corporation and to execute notes, whether secured or unsecured bonds, debentures, obligations, security agreements and evidences of indebtedness of any kind or nature whatsoever. C. That the corporation shall have all the express powers of a corporation as provided for under Section 36 of the Corporation Code of the Philippines.
THIRD: That the principal office of the corporation is to be located at Suites 1901 to 1903, Tower II, World Trade Center, Makati City, Metro Manila, Philippines. FOURTH: That the term for which said corporation is to exist is FIFTY (50) years from and after the date of issuance of the certificate of the incorporation; FIFTH: That the names, nationalities, and residences of the incorporators of the corporation are as follows: NAME
NATIONALITY
Georgiavi Irah F. Talamayan
Filipino
John Ian Russell M. Krueger
Filipino
Franchesca M. Tria
Australian
Sharlene T. Alvarez
British
Opalleen P. Flores
Filipino
RESIDENCE Unit 1209, HP Towers, Salcedo Village, Makati City, Philippines Unit 1212, HP Towers, Salcedo Village, Makati City, Philippines 1521-A, MDC Residences, Victoria, Melbourne, Australia Corner Oak and Maple St., Forbes Park, Makati City, Philippines 25th Floor, ELAN Tower, Greenhills, San Juan, Metro Manila, Philippines
SIXTH: That the number of directors of the corporation shall be SEVEN (7); and the names, nationalities, and residences of the first directors of the corporation are as follows: NAME
NATIONALITY
Georgiavi Irah F. Talamayan
Filipino
John Ian Russell M. Krueger
Filipino
Franchesca M. Tria
Australian
Sharlene T. Alvarez
British
Opalleen P. Flores
Filipino
Mauro M. Muñoz III
Filipino
Krizia Ann A. Palaroan
Filipino
RESIDENCE Unit 1209, HP Towers, Salcedo Village, Makati City, Philippines Unit 1212, HP Towers, Salcedo Village, Makati City, Philippines 1521-A, MDC Residences, Victoria, Melbourne, Australia Corner Oak and Maple St., Forbes Park, Makati City, Philippines th 25 Floor, ELAN Tower, Greenhills, San Juan, Metro Manila, Philippines 23 Sherwood Avenue, Forbes Park, Makati City, Philippines 1312-A, Rockwell Tower, Alabang, Metro Manila,
Philippines SEVENTH: That the authorized capital stock of the corporation is ONE HUNDRED MILLION PESOS (Php 100,000,000.00) in lawful money of the Philippines, divided into FIFTY THOUSAND shares with the par value of TWO THOUSAND PESOS (Php 2,000.00) per share.
EIGHTH: That at least twenty-five percent (25%) of the authorized capital stock above stated has been subscribed as follows: NAME OF SUBSCRIBER
NATIONALIT Y
Georgiavi Irah F. Talamayan John Ian Russell M. Krueger
NO. OF SHARES SUBSCRIBED
Filipino
15,000-
Filipino
10,000-
Franchesca M. Tria
Australian
5,000-
Mauro M. Muñoz III
Filipino
5,000-
Sharlene T. Alvarez
British
1,000-
TOTAL:
36,000-
AMOUNT SUBSCRIBED Php 30,000,000.00 Php 20,000,000.00 Php 10,000,000.00 Php 10,000,000.00 Php 2,000,000.00 PHP 72,000,000.00
NINTH: That the above-named subscribers have paid at least twenty-five percent (25%) of the total subscription as follows: NAME OF SUBSCRIBER Georgiavi Irah F. Talamayan John Ian Russell M. Krueger Franchesca M. Tria Mauro M. Muñoz III Sharlene T. Alvarez
AMOUNT SUBSCRIBED Php 30,000,000.00 Php 20,000,000.00 Php 10,000,000.00 Php 10,000,000.00 Php 2,000,000.00 TOTAL:
TOTAL PAID-IN Php 25,000,000.00 Php 15,000,000.00 Php 10,000,000.00 Php 10,000,000.00 Php 1,500,000.00 Php 61,500,000.00
TENTH: That MAURO M. MUÑOZ III has been elected by the subscribers as Treasurer of 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 and in the name and for the benefit of the corporation, all subscriptions paid or given by the subscribers or members. IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this 23rd day of March 2015 in the City of Makati, Metro Manila, Republic of the Philippines.
Georgiavi Irah F. Talamayan
John Ian Russell M. Krueger
Franchesca M. Tria
Sharlene T. Alvarez
______________________________________________ Opalleen P. Flores SIGNED IN THE PRESENCE OF: ______________________________________ ______________________________________ ____ _______ STEVE ROLAND R. TECSON CRISSA ANGELICA ERESO ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) CITY OF MAKATI METRO MANILA
) S.S. )
BEFORE ME, a Notary Public, in and for the City of Makati and Metro Manila, personally appeared: NAME
PASSPORT NO.
Georgiavi Irah F. Talamayan
EB9022932
John Ian Russell M. Krueger
EB1012789
Franchesca M. Tria Mauro M. Muñoz III
AX512876E EB6235221
Sharlene T. Alvarez
GB5433899
ISSUED AT AND VALID UNTIL Makati City/12 April 2019 Baguio City/09 October 2018 Melbourne/16 July 2018 Baguio City/16 March 2019 London/22 September 2018
all known to me and to me known to be the same persons whose names are subscribed and executed the within instrument and each of them acknowledged to me that he or she freely and voluntarily executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 23rd day of March 2015, City of Makati, Metro Manila, Philippines.
ATTY. LEAN PAOLO SALVOSA Notary Public Until 31 December 2016 Roll No. 101234 IBP Lifetime No. 8745623 PTR No. 1018889/Makati City/15 January 2015 MCLE Compliance No. 567489/Makati City/15 January 2015
Doc. No. 15; Page No. 23; Book No. XIX; Series of 2015.
TREASURER’S AFFIDAVIT REPUBLIC OF THE PHILIPPINES) CITY OF MAKATI METRO MANILA
) S.S. )
I, MAURO M. MUÑOZ III, being duly sworn, depose and say: That I have been duly elected by the subscribers of the corporation as Treasurer thereof, to act as such until my successor has been duly elected and qualified in accordance with the by-laws of the corporation, and that as such Treasurer, I hereby certify under oath that at least twenty-five percent (25%) of the authorized capital stock of the corporation has been subscribed and at least twenty-five percent (25%) of the total subscription has been paid and received by me, in cash for the benefit and credit of the Corporation. This is also to authorize the Securities and Exchange Commission and the Bangko Sentral ng Pilipinas to examine and verify the deposit in the Bank of the Philippine Islands, in my name as treasurer in trust for The Fountain Pen Publishing Corporation, in the amount of SIXTY-ONE MILLION FIVE HUNDRED THOUSAND PESOS (Php 61,500,000.00), representing the paid up capital of the corporation which is in the process of incorporation. This authority is valid and inspection of said deposit may be made even after the issuance of the Certificate of Incorporation to the Corporation. Should the deposit be transferred to another bank prior to or after incorporation, this will serve as authority to verify and examine the same. The representative of the Securities and Exchange Commission is also authorized to examine the pertinent books and records of accounts of the
corporation as well as all supporting papers to determine the utilization and disbursement of the paid up capital. In case the said paid up capital is not deposited or withdrawn prior to the approval of the Articles of the Incorporation, I, on behalf of the abovenamed corporation, waive our right to a notice and hearing in the revocation of our Certificate of Incorporation.
____________________________________ MAURO M. MUÑOZ III Treasurer SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City of Makati, Metro Manila, this 23rd day of March 2015; by MAURO M. MUÑOZ III, with Residence Certificate No. A10162009 issued at Makati City on 01 October 2012.
ATTY. LEAN PAOLO SALVOSA Notary Public Until 31 December 2016 Roll No. 101234 IBP Lifetime No. 8745623 PTR No. 1018889/Makati City/15 January 2015 MCLE Compliance No. 567489/Makati City/15 January 2015
Doc. No. 16; Page No. 24; Book No. XIX; Series of 2015.
