Republic of the Philippines
Securttes
ffd
Exdronge (onrrrson
EDSA, Granhillr, Mandafuyong
Mctrollbnila
S.E.C. Reg.
No,
39582
CEBTIF'CATE OF FILING
OF
AtIENDED ARTICLES OF INCO RPCRATION
TO ALL TO WHOII| THESE PRESENTS MAY COMEI.GREETINGS:
THIS lS TO CE RTI FY that the arnencjeci articles of incorpor":tion o{ the
POLAR HTNES AND DEVBLOPIITENT CORPORATION
(Amending Articles
VI & VfI thereof)
March
8
copy annexed, adopted cn
,1996 bya
maionty vote of the Board of Directoa and the vote of the stockholden owning or
epresenting at least two-thirds of the outstanding capital stock. and certifed under oath
by the Secretary and a majority of the Board of Drrecton of the corporatron wc approved
by thrs Office on the /)t
day of
nineteen hundred
-Augustof Section 16 of fre Corporation
-6 ninety-six , pur$rant to the provisions
Code of the Philippines, Satas Pambansa 8lg. 68. approved on May 1, 1980, and attached
to the other p@en pertaining to sais co rporatlon
lN WITNESS WHEREOF, I hare hereunto set my hand and caused the seal of this
Gormison to be affixed at Mandaluyong, Metro'Manila. Philipprnes,t'nisJ2E_drv
August
rn the year of our Lord nrneteen hundred and ninety-six
of
Director
-\(
/7.t
t)
AMENDED ARTTcLES oF rNconrofu,arroN
OF
ii
POLAR MINES AND DEVELOPMENT CORPORATION
t,
i.
KNOW ALL MEN BY THESE PRESENT
That WE, all of whom are of legal age, Filipino citizens and residents of the
Republic 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 I{EREBY CERTIFY:
FIRST. - That the name of said corporation shall be Polar Mines and Development
Corporation. (Formerly Polar Mines, Inc.) (As amended on December 9, 1988.)
SECOND.
- The purpose for which such corporation
is formed are as follows:
PRIMARY PURPOSES
To carry on business, for itself and for others, of mining lode and/or placer mining,
developing, exploiting, extracting, milling, concentrating, converting, smelting, treating,
refining, preparing for market, manufacturing, buying, selling, exchanging, shipping,
transporting, and otherwise producing and dealing in gold, silver, copper, lead, zinc, brass,
iron, steel, limestone, and all kinds of ores, metals and minerals , and the products and byproducts thereof of every kind and description and by whatsoever process the same can
be or may hereafter be produced, and generally and without limit as to amount, to buy, to
sell, locate, exchange lease, acquire and deal in lands, mines, and mineral rights and claims,
and conduct all business appertaining thereto; to purchase, locate, lease or otherwise
acquire, mining claims. and rights, timber rights, water rights, concessions and mines,
buildings, dwellings, plants, machinery, spare parts, tools and other properties whatsoever
which this Corporation may from time to time find to be its advantage; to mine and market
any mineral or other products that may be found in or on such lands, and to explore, work,
exercise, develop, or turn to account the same, and to acquire, develop and utilize water
rights mines, buildings, dwelling, plants, machinery, spare parts, tools and other properties
which this Corporation may from time to time find to be its advantage in such manner as
may be authorized or permitted by law; to purchase, hire, make, construct or otherwise
acquire, provide, maintain, equip, alter, erect, improve, repair, manage, work and operate
private roads, barges, vessels, aircraft and vehicles, private telegraph and telephone lines
and other communications media, as may be needed by the Corporation for its own
purposes, and to purchase, import, construct, machine, fabricate or otherwise acquire, and
maintain and operate bridges, piers, wharves, wells, reservoirs, plumes, water courses,
water works, aqueducts, shaft tunnels, furnaces, coke ovens, crushing works, gas works,
electric lights and power plants and compressed air plants, chemical works of all kinds,
concentrations, smelters, smelting plants, and refineries, matting plants, warehouses,
workshops, factories, dwelling houses, stores, hotels or other buildings, engines,
machinery, spare parts, tools, implements and other works, conveniences and properties of
any description in connection with or which may be directly or indirectly conducive to any
of the objects of the Corporation, and to contribute, to subsidize or otherwise aid to take
part in any such operations.
SECONDARY PURPOSES
1. To carry on in connection with any or all of the foregoing objects the business of
buying and selling goods, wares and merchandise; and to do and transact all business
connected with or incidental to any or all of said objects.
2.
To purchase, hold, operate, use, convey, lease, rent, charter, mortgage, encumber, or
otherwise acquire and deal in such real and personal property and rights, franchise,
certificates, registers, permits and licenses, in any part of the Philippines, or elsewhere as
the purposes for which the Corporation is formed may permit; and as may be convenient
or necessary for the transaction of the lawful business of the Corporation.
3.
To purchase, apply for, register or otherwise acquire and to hold, use, manufacture
under or in any manner dispose of and in any manner deal with and contact with reference
to letters, patent, patent rights, patented processes, designs, copyrights, trademarks, trade
names, labels, brands, and similar rights and privileges, or any interest therein, granted or
recognized by, or existing under the laws of the Republic of the Philippines, or with any
foreign country.
4. To enter into, make, perform and carry out contracts of every description with any
person, partnership form, association, corporation, private ., :;iunicipal, or body politic,
and with the government of the Republic of the Philippines, or with any fbreign
government.
5.
To conduct its
business
in the Philippines, and in foreign countries; to have one or
more branch offices
6.
To the extent permitted by law, to acquire by purchase, underwriting, contract or
otherwise, to hold for investment or otherwise, to sell, exchange, mortgage, pledge or
otherwise dispose of and generally to deal in and with any and all kinds of securities
issued or created in any part of the world by corporation, associations, partnerships, firms,
trustees, syndicates, individuals, govefilments, states, municipalities or other political or
government divisions or subdivisions, or by any organizations or entities whatsoever, and
to pay for the same by issuing its own securities in exchange"therefore, or by any other
lawful means of payment; to exercise any and all rights, powers, and privileges or
individual ownership or interest in respect to such securities, including the right to vote
thereon; to do any and all acts and things for the preservation, protection, improvement
and enhancement in value of such securities and to aid by loan, subsidy, guaranty or
otherwise, those issuing, creating, or responsible for any such securities or evidence of
interest therein. The term "securities" shall, without limitation of the generality thereof, be
deemed to include all stocks, shares, certificates or participation, bonds, debentures, notes,
mortgages or other obligations, and any certificates, receipts or other instruments
representing rights to receive, purchase the same, or representing any other rights or
interest therein or in any property or assets.
7.
To purchase, hold, sell exchange, or transfer or otherwise deal in shares of its own
capital stock, bonds, or other obligations as its board of directors shall determine,
provided, that the Corporation shall not use any of its funds or property for the purchase
of its own rights or shares of capital stock when such use would cause any impairment of
the capital of the Corporation.
8.
To purchase, or otherwise acquire the whole or any part of the property,
assets,
business, franchises, goodwill and rights and to undertake or assume the whole or any part
of the bonds, mortgages, franchise, leases, contracts, indebtedness, guarantees, liabilities,
and obligations of any person, business, firm, associations, or corporations or
organizations and to pay for the same or any paft of combination thereof in cash, property,
shares of stock, bonds, debentures, notes and other obligations of this Corporation, or by
undertaking and assuming the .whole or any part of the liabilities or obligations of the
transferor; and to hold or in any manner dispose of the whole or any part of the property
and assets so acquired or purchased and to conduct in any lawful manner the whole or any
part of the business so acquired and to exercise all the powers necessary or convenient in
and about the conduct, management, and carrying on of such business.
9. To carry on general mercantile and commercial business of buying and selling,
importing and exporting, trading or otherwise dealing in and with any goods, wares,
merchandise such as but not limited to hardware items, steel products, electrical products
and commodities of all kinds and products, natural or artificial, domestic or foreign which
are or may become articles of commerce, to act as factors, manufacturers/representatives,
domestic and foreign, trading in general merchandise. (As amended May 7, 1977).
l0
To carry on a general lumber business and in connection therewith to acquire, lease,
hold, operate and develop timber for concessions; to cut, haul, but, sell and deal in timber,
logs, and other forest products; to engage in the exploration, development and promotion
of any and all forest products and sell, export and market the same; and to operate
sawmills and factories for the manufacture of veneer and plywood, and manufacturing
plants for the manufacture of all kinds of timber and articles of all kinds in the manufacture
of which timber or timber is used. (As amended N{ay 7, 1977).
1. To engage in cattle raising and to that end, purchase, lease or otherwise acquire, hold,
improve, develop, lease, sell, or otherwise dispose of pasture and grazing lands in any
part of the Philippines, to develop and raise cattle for beef, milk or the by-products or the
same, and buy, sell, market, dispose or otherwise deal in and with live, catlle, dressed
I
cattle, dairy products and other cattle by-products. (As amended May 7, 1977)
12. To engage in deep sea fishing and develop and exploit the marine and aquatic
resources in any part of the Philippines or elsewhere; and to that end, operate, run and
manage the business of procuring and catching fish and other marine products and byproducts either by direct ownership andlor operation of fishing ships, boats, barges and
any and all kinds of marine contraptions, remodel, maintain, operate, hold, own, lease,
rent, mortgage, charge, sell, convey or otherwise dispose of any and all kinds of
refineries, gas works, mills, factories, installations, plants, shops, laboratories, electrical
works, power house, -warehouses, terminals, office buildings and other buildings and
structures, road, railways, tramways, cars, railroad equipment, aviation fields, telephone
and telegraph lines, transmission lines, wireless facilities, water works, reservoirs, dams,
canals, waterways, bridges, ports, decks, piers, wharves, marine equipment, and any and
all kinds of nrachinery, apparatus, instruments, fixtures and appliances for the exclusive
use of the corporation. (As amended May 7, 1977).
i3. 'Io acquire and take over all or any part of the business, goodwill, property
and other
assets, and to assume or undertake the rvhole or any part of the liabilities and obligations
of, any person, firm, corporation, association carrying on a business which the corporation
is or may become authorized to carry on, or possessed of property suitable for the
purposes of the Corporation and to pay for the same in cash or in stock, bonus or
securities of the Corporation, or otherwise, and to hold, manage, operate, conduct and
dispose of in any manner the whole or any part of any such acquisitions, and to exercise all
I
the powers necessary or convenient in and about the conduct and manasement thereof.
(As amended May 7, 1977).
14. To apply for obtain, register, purchase, lease or otherwise acquire and to hold, own,
use, exercise, develop, operate and introduce, and to sell, assign, grant licenses or
territorial rights in respect of, or otherwise to turn to account of or dispose of any
copyrights, trade marks, trade names, brands, labels, patents or inventions, improvements
or processes used in connection with or secured under letters patent of any country
government of authority, or otherwise, in relation to any of the purposes herein stated; and
to acquire, use, exercise, or otherwise turn to gain licenses or rights in respect of any such
copyrights, trade marks, trade names, brands, labels, patents, inventions, improvements,
process and the like. (As amended NIay 7, 1977)
15. Insofar as may be permitted by larv, to acquire by purchase, exchange or otherwise,
and to own, hold for invention or otherwise, and to sell, assign, transform exchange,
mortgage, pledge or otherwise dispose of shares of capital stock of, and any bonds,
mortgages, securities and evidences of indebtedness of or any other obligations issued or
created by, any corporation or corporation organized under the laws of any state, country,
nation or government, and while the holder or owner thereof, to exercise all the rights,
powers and privileges or ownership, and to issue in exchange therefore shares of the
caprtal stock, bonds or other obligations of the corporation or to make payment therefore
by any other lawful means whatsoever. (As amended May 7, 1977).
16. To aid in any other manner whatsoever, insofar as may be permitted by law, any
corporation or association, any shares or voting trust certificates for shares or bonds or
other securities or evidences of indebtedness which shall be held by or for the Corporation
or in which, or in the welfare of which, the Corporation shall have any interest: to do any
acts or things destined to protect, preserve, improve or enhance the value of any such
shares, voting trust certificates, bonds or other securities or evidence of indebtedness or
the property of the Corporation; and in connection with any such purposes to guarantee or
become surety for the performance of any obligation or undertaking of such corporation
or association and to do any and all such other acts or things and may be designed to
accomplish any such purpose. (As amended May 7, 1977).
17. To borrow or raise money for any of the purpose of the Corporation and from time to
time without limit as to amount, to draw, make, accept, endorse, transfer, assign, execute
and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and
other negotiable and transferable instrument and evidence of indebtedness, and for the
purpose of securing any of its obligations or contracts to convey, transfer, assign, deliver
mortgage and/or pledge all or any part of the property of the Corporation at any time held
or owned by it, on as much terms and conditions as the Board of Directors of the
Corporation shall authorized and as may be permitted by law: and to sell or otherwise
dispose of any bonds, debentures or other obligations of the Corporation for its corporate
purposes. (As amended May 7, 1977)
18. To engage in realty business and dealings, such as the buying, acquisition and selling
of realtv and buildings which include among others, the developing and construction of
lands and buildings such as condominium, townhouses and subdivisions in a way that is
feasible, proper and lucrative under the circumstances. (As amended December 9, 1988).
19. To do all such other things as are incidental or conducive to the attainment of the
above objects or any of them, or which may be conveniently carried on and done in
connection tirerewilh, or which may L''e calculated directly or indirectly to enhance the
value of or render profitable any business or property of the Corporation, always provided
that nothing shall be done in connection with any of the above objects which is piohibited
by any laws of the Republic of the Philippines now or hereafter existing.
-
THIRD.
That the term for which said Corporation is to exist is FIFTY (50) years from
and after the date of incorporation.
FOURTH
-
That the place where the principal office of the Corporation is to
established or located in the
FIFTH.
-
l4strv Manila, philippines.
be
That the names and residences of the incorporators of said Corporation are as
follows:
Name
Eligio o.L.
Tolentino
Nationality
Residence
Filipino
7
Lazaro A. Cruz
Jones R. Castro
Filipino
Filipino
Ernesto del Rosario
Jack D.F. Webber
Filipino
Filipino
Geminiano R.
Pineda
Filipino
Moises A.
Zabala
Filipino
Esmeraldo
Tolentino
Filipino
Inocencio
Filipino
Lutgardo
Amancio S. Donato
Benitez
Filipino
Salvador
Castilla
Filipino
Pineda
Village, Makati, Rizal
Talavera, Nueva Ecija
26 Avelino St., Quezon Hill,
Baguio City
Troy Compound, Tandang
Sora Ave., Quezon City
431 Remedios St., Malate
Manila
75-F San Rafael St., San
Juan, Rizal
7
Bokawkan Rd., Dizon
Subd., Baguio City
23T7 Concha St.,
Andres, Manila
63 A Samson
Quezon City
Filipino
Benjamin
Jose R.
2l West Ave., Quezon City
8234 Saturn St., Bel-Air
Filipino
Leon
Benjamin de
Bokawkan Rd., Dizon
Subd., Baguio City
San.
St., SFDM,
4154 Ponte St., Makati
Rizal
349 Ampil St.,
Sta.Mesa
Manila
Filipino
I82 Don Manuel St.,
Quezon City
SIXTII - That the number of directors of said Corporation shall be SEVEN (7) (as
amended March 8. 1996) and that the names and residences 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:
Name
Residence
Eligio O.L. Tolentino
7 Bokawkan Rd., Dizon Subd., Baguio City
Troy Subd., Tandang Sora Ave., Quezon
Geminiano R. Pineda
City
R. John R. Webber
Amancio S. Donato
Moises A. Zabala
26 Avelino St., Quezon Hill, Baguio City
63 A. Samson St., SFDM, Quezon City
75-F Rafael St., San Juan, Rizal
A}IY PERSON HAVING AT LEAST ONE THOUSAND (1"OOO) SHARES OF STOCK
REGISTERED IN HIS NAME IN THE BOOKS OF THE CORPORATION MAY BE
NOMINATED AND ELECTED TO THE BOARD OF DIRECTORS. PROVIDED.
HO\MEVER" THAT NO PERSON SHALL OUALFY OR BE ELIGIBLE FOR
NOMINATION OR ELECTION TO TFM BOARD OF DIRECTORS IF I{E IS
HOSTILE OR ANTAGONISTIC TO. OR IS ENGAGED IN ANY BUSINESS WHICH
COMPETES WITH OR IS ANTAGONISTIC TO THAT OF. TIfi CORPORATION
OR AIVY OF ITS SUBSIDIARIES OR AFFILIATES. WITHOUT LIMITING TI{E
GE}.IERALITY OF TF{E FOREGOTNG. A PERSON SHALL BE ANTAGQNISTIC OR
DEEMED TO BE SO ENGAGED:
(I)
IF IIts IS, OR HE IS AN OFFICER MANAGER. OR CONTROLLTNG PERSON
OF" OR THE OWNER OR A MEMBER OF HIS IMMEDIATE FAMILY IS TI{E
O\MNER (EITIfiR OF RECORD OR BENEFICIAL OIVT\IER) OF 20% OR MORE OF
ANY OUTSTANDING CLASS OF SHARES OF ANY CORPORATION (OTHER
THAN Oi{E tN \,MHICH THIS CORPORATION O\MNS AT LEAST 30% OF TIfr
CAPITAL STOCK) WHICH IS. HOSTILE OR ANTAGONISTIC TO OR IS
ENGAGED IN A BUSINESS COMPETITIVE OR ANTAGONISTIC TO THAT OF
TF{E CORPORATION OR ANY OF ITS SIIBSIDIARIES OR AFFILIATES. BOTH AS
pETERMINEp By THE BOARp. By AT LEAST TWO-THIRpS (2/3) VOTE:
(II)
IF HE IS. OR HE IS AN OFFICER. MANAGER OR CONTROLLING PERSON
OF. TFIE OWNER OR HIS IMMEDIATE FAMILY IS THE OWNER (EITHER OF
RECORD OR BENEFICIAL OWNER) OF 20% OR MORE OF ANY OUTSTANDING
CLASS OF SHARES OF ANY CORPORATION (OTFDR THAN TN \MHICH THIS
CORPORATION OWNS AT LEAST 30% OF TF{E CAPITAL STOCK) WHICH rS.
AN ADVERSE PARTY tN ANY SUIT" ,dCTION OR PROCEEDING (OF
WHATEVER NATURE, WHETFIER CIVIL" CRIMINAL. ADMINISTRATIVE OR
JTIDICIAL) BY OR AGAINST TI{E CORPORATION OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES. WHICH HAS BEEN ACTUALLY FILED OR
THREATENED. IMMINENT OR PROBABLE TO BE FILED. AS DETERMINED BY
TFIE BOARp BY AT LEAST TWO-THrRpS (2/3) VOTE;
(III) IF THE BOARD. IN TFIE E)GRCISE OF ITS JTIDGEMENT IN GOOD
FAITH.
DETERMINED BY AT LEAST TWO-THIRDS (2/3) VOTE THAT TIE IS THE
NOMINEE. OFFICER. TRUSTEE. ADVISER" LEGAL COTINSEL. OF ANY
rNprvrpuAl- sET FORTH rN (r). (rr) oR (rrD
IN
DETERMINING WHETI{ER OR NOT A PERSON IS HOSTILE OR
ANTAGONISTIC TO TFM CORPORATION OR IS A CONTROLLING PERSON.
BENEFICIAL OWNER. OR TFIE NOMINEE OF ANOTI{ER. TI{E BOARD MAY
TAKE INTO ACCOLINT SUCH FACTORS AS BUSINESS. FAMILY AND
PROFES
S
IONAL RELATIONSHIP
S
FOR PROPER IMPLEMENTATION OF THIS PROVISION. ALL NOMINATIONS
FOR ELECTION OF DIRECTORS BY TIIE STOCKHOLDERS SHALL BE
SUBMITTED IN WRITING TO TFIE BOARD OF DIRECTORS AND BE RECEIVED
AT TFIE CORPORATION'S PRINCIPAL PLACE OF BUSINESS AT LEAST FIVE (5)
OF IYHOSE OUTSTANDING CAPITAL STOCK IS OWNED. DIRECTLY OR
INDIRECTLY. BY TFIE CORPORATION
FOR PTIRPOSES OF TFTIS PROVISION. TFTE TERM "AFFILIATE'' OF THE
TION
TO AN
DIRECTLY OR INDIRECTLY. TO TF{E CORPORATION BY MEANS OF:
(I)
OWNERSHIP. CONTROL AND POWER TO VOTE BY TI{E CORPORATION
OR ANY OF ITS SUBSIDIARIES OF 30% OR MORE OF THE OUTSTANDING
VOTING STOCK OF SUCH ENTITY OR ENTERPRISE:
(II) COMMON
MAIOR STOCKHOLDERS. I.E. OWNING 30% OR MORE OF THE
OUTSTANDTNG VOTTNG STOCK OF TFD CORPORATION AND OF SUCH
ENTITY OR ENTERPRISE:
(III)
MANAGEIVIENT CONTRACT OR ANY ARRANGEMENT BETWEEN TI{E
CORPORATION OR ANY OF ITS ST]BSIDIARIES AND SUCH ENTITY
GRANTING POWER TO TI{E CORPORATION OR ANY OF ITS SUBSIDIARIES
TO DIRECT OR CAUSE DIRECTION OF MANAGEMENT AND POLICIES OF
SUCH ENTITY OR ENTERPRISE:
(IV)
A VOTING
TRUSTEE HOLDTNG 30% OR MORE OF TFIE OUTSTANDTNG VOTTNG STOCKS
OF SUCH ENTITY OR ENTERPRISE:
TFIE CORPORATION OR ANY OF ITS ST]BSIDIARIES IS
(V) THE CORPORATION OR ANY OF ITS SUBSIDIARIES
HOLDS A
CONTINUING PROXY CONSTITUTING 30% OR MORE OF THE OUTSTANDING
VOTING STOCK OF SUCH ENTITY OR ENTERPRISE.
FOR PIIRPOSES OF THIS PROVISION. "IMMEDIATE FAMILY" SHALL MEAN
ANY PERSON RELATED TO ANOTFIER WHETHER BY CONSANGUIMTY OR
AFFINITY. UP TO TFIE THIRD CIVIL DEGREE. (As amended March 8. 1996).
SEVENTII. - That the capital stock of said Corporation shall be ONE HLTNDRED
MILLION (100,000,000.00) PESOS, (as amended April 29, 1992) Philippine Curency,
and said capital stock is divided into TEN BILLION (10,000,000,000.00)
UNCLASSIFIED COMMON SHARES (as amended March 8. 1996 ) with a par value of
ONE CENTAVO (0.01) per share.
Any sale transfer, andlor disposition of stock which will reduce the participation of
Filipino citizens in the corporation to less than seventy per cent (70%) of the subscribed
Capital Stock shall not be recorded in the books of the corporation This condition shall
be printed on the stock certificates. (As amended March 8. 1996)
ALL STOCKHOLDERS OF TI{E CORPORATION SHALL NOT ENJOY PREEMPTIVE RIGHTS TO STIBSCRIBE TO OR PURCHASE ALL ISSUES OR
DISPOSITIONS OF SHARES OF ANY CLASS. (As amended March 8" 1996).
EIGHT - That the amount of said capital stock which has been actually subscribed is
TWO MILLION TWO HIINDRED SIXTY NINE THOUSAND (P2,269,000 OO)
PESOS and the following persons have subscribed for the number of shares and amount of
capital stock set out after their respective names:
Name
No. of Shares Subscribed
Eligio O.L. Tolentino
Lazaro A. Cruz
R. John R. Webber
Jones R. Castro
Ernesto del Rosario
Jack D.F. Webber
Geminiano R. Pineda
Benjamin de Leon
Moises A. Zabala
Lutgardo Inocencio
Esmeraldo Tolentino
Amancio S. Donato
Benjamin Benitez
Jose R. Pineda
Salvador Castilla
TOTAL
Amount Subscribed
20,000.00
1,900.00
20,000.00
15,000.00
10,000.00
15,000.00
20,000.00
20,000.00
20,000.00
10,000.00
10,000.00
20,000.00
20,000.00
10,000.00
15,000.00
226,900.00
200,000.00
19,000.00
200,000.00
150,000.00
100,000.00
150,000.00
200,000.00
200,000.00
200,000.00
100,000.00
100,000.00
200,000.00
200,000.00
100,000.00
150,000.00
2,269,000.00
- That the following persons have paid on the shares of capital stock for which
they have subscribed the amount set forth after their respective names:
NINTH.
Name
Eligio O.L. Tolentino
Lazaro A. Cruz
R. John B. Webber
Jones R. Castro
Ernesto del Rosario
Jack D.F. Webber
Geminiano R. Pineda
Benjamin de Leon
Moises A. ZabaIa
Lutgardo Inocencio
Esmeraldo Tolentino
Amancio S. Donato
Benjamin Benitez
Salvador Castilla
Jose R. Pineda
TOTAL
Amount Paid
50,000.00
4,750.00
50,000.00
37,500.00
25,000.00
37,500.00
50,000.00
50,000.00
50,000.00
25,000.00
25,000.00
50,000.00
50,000.00
37,500.00
25,000.00
567,250.00
TENTH. - That MOISES A. ZABALA 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 byJaws, and as such Treasurer, he has been authorized to receive for
the corporation and to receipt in its name for all subscriptions paid in by said subscribers.
I
ELEVENTH. --That no transfer of stock or interest which will reduce the ownership of
Filipino citizens to less than the required percentage of the capital stock shall be allowed
or permitted to be recorded in the proper books of the corporation, and this restriction
shall also be indicated in all its stock certificates.
day
of
IN WITNESS WHEREOF, we have hereunto set our hands on this c3ol4
September 1969, inthe City of Manila, Philippines.
(scD ) El-rcro o.L.
(sGD ) R. JOHN R.
TOLENTTNO
WEBBER
(SGD.) LAZARO
A
CRUZ
(SGD ) JOHN R. CASTRO
(sGD ) ERNESTO DEL
ROSARTO
(SGD ) JACK R. WEBBER
(SGD ) GEMINIANO R.
PINEDA
(SGD.) BENJAMIN DE LEON
(sGD ) MOTSES A.
ZABALA
(sGD ) ESMERALDO
(SGD ) BENJAMIN
(SGD.) LUTGARDO TNOCENCTO
TOLENTTNO
BENITEZ
(SGD ) AMANCTO S. DONATO
(SGD.) SALVADOR CASTILLA
(SGD)JOSER PINEDA
SIGNED IN THE PRESENCE OF:
(sGD ) H.M. JANUSZKTEWTTZ
(SGD.) JOSEPH
R HERNANDEZ
ACK NOWLEDG MENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MANILA
) S.S.
BEFORE ME, a Notary public in and for the City of Manila Philippines, this 30th
day of September 1969, personally appeared the following persons who exhibited to me
their respective residence certificates, to wit:
Name
Eligio O.L.
Tolentino
(sGD ) ELTGTO O.L.
No.
3339595
Res. Cert.
TOLENTTNO
Issued AT/ON
Baguio City/01-13-69
(SGD.) LAZARO A. CRUZ
/
:"'
(sGD )
R
JOHN
R
WEBBER
(SGD ) JOHN R. CASTRO
(sGD ) ERNESTO DEL
ROSARTO
(SGD ) JACK R. WEBBER
(SGD.) GEMINIANO R.
PINEDA
(SGD ) BENJAMIN DE LEON
(SGD ) MOISES
A ZABALA
(sGD ) ESMERALDO
(SGD ) BENJAMIN
TOLENTTNO
BENITEZ
(SGD.) LUTGARDO INOCENCIO
(SGD.) AMANCTO S. DONATO
(SGD ) SALVADOR CASTILLA
(sGD.) JOSE R PTNEDA
ATTEST:
(sGD.) GEMTNTANO R. PTNEDA
:'.:,
CERTIFICATE OF AMENDMSNT:
TO
THE
ti
',
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-./
ARTICLES OF INCORPORATION
OF
POLAR MINES AND DEVELOPMENT CORPORATION
KNOW ALL MEN BY THESE PRESENTS:
The undersigned Corporate Secretary and majority of the Board of Directors of POLAR
MINES AND DEVELOPMENT CORPORATION (hereinafter the "Corporation") do hereby
certify that the accompanying Articles of Incorporation of the Corporation embodying the
underscored amendments to the following Articles:
Article SIXTH: Decreasing the number of directors from eleven (11) to
seven
(7) and providing for qualifications for membership in the Board of Directors; and
Article SEVENTH: Denying pre-emptive rights to all stockholders and
declassiffing the authorized capital stock from Class "A" and "B" shares to
unclassified common shares
are true and correct and was approved by the affirmative vote of at least a majority of the Board
of Directors at their duly constituted meeting held on March 8, 1996 at Las Pinas, Metro Manila
and by the .triuten ass€nt of stockholders owning or representing at least two thirds (213) of the
outstanding capital stock of the Corporation.
ot
IN WITNESS WHEREOF, we have hereunto signed these presents on
ttktuktT
Al
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this
r"-1Director and Corporate Secretary
V&ukktl/ou'
lUochg
Frances Rosalie T. Coloma
Director
Director
Jerylle
?O
daV
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Virdilia M. Ardiente
I
r9S
t4AY 0
day of
SUBSCRIBED AND SWORN to before me this
following exhibited to me their Community Tax Certificates, to wit:
Name
Anastacio C. Adriano, Jr.
Jane C. Ynte
Romeo B. Albaniel
Frances Rosalie T. Coloma
Jerylle LuzG. Cempron
Virgilia M. Ardiente
Rosario H. Javier
7
2
eootNo. fi
Doc. No.
Pase No.
Series
I
I
t
of 1996.
, the
Or/At
CTC No.
r2754062
Issued
L2754090
2/29196 Las Pinas, MM
4778209
t27 540sL
10396881
r4r92368
r2754099
2lL2/96 Las Pinas,
u'43"
,? t71 6?6
MM
9ia"S?"i"t"
City
4 / LI /96
4/II/96 Cainta , Rizal
2/29/96 Las Pinas, MM
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31,1897
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