SRC Articles and By-Laws

REPUBLIC

OF TNE PH]LIPP]NES

SECURITIES AND EXCHANGE COMMISSION SEC Building, EOSA, Greenhills Citv of l,landaluyong, Metto l\Ianila

Company R€g. No' 40979

CtrRTIFICATE OF FITING OF AMf,NDX]D BY-LAWS

KN0W ALL Pf,RSONS BY THEStr PR,EStrNTSI TIIIS lS TO Cf,RTIFY that the Amended BFLrws ol

SEAFRONT RESOURCES CORPORATION cotry annexed, adopted on June 17' 2008 by majority vote of th€ Bo{rd ol Dircctors and by the votc of thc stockholders owning or representitrg rt least fir'o-thirds of the outstanding capitNl stock' and certilied under oath by the (l)rpornte Sccretrry and majority of the said Board was approved by the Commission on this d{tc pursurnt to lhe provisions of Scction 48 of the (irrporation Code ofthe Philippines ltntas Pambansa llE.68, approved on May

t,

1980, anrl copies thercof ar€ filed with the Commission.

I h{ve hereunto sct my hand and cous€d to be {ffixcd at Mandaluyotrg city' Metro

IN WII'NUSS WHEREOF, the scal of this Commission

Mrnila, Philippincs,

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AMEI{DEDBY.LAWS OF SEAFRONT RESOT]RCES CORPORATI ARTICLE

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CERTTICATES OF STOCK AND TEEIR TRANSFER Section l. Ccraificrt€s of Stock. Each stockholder whose subscription fully paid sball be entitled to one or more certificates of stock showing the mrmb€r of shares rcgistered in his name. It shall be signed by the President atrd comtersigned by the Secretary ofthe Company and sealed with its corporate seal. The certificates of slock sha be iszued n comecutive order and upon the stub of each cefiificatc shall be eotered the number of the certificate, date of issue, muaber of shares, name of stockholders, address and such other pertinent data that may be necessary. The stub shdl be siged by tbe stockholder upon issuanae to him of tbe corresponding caiificale and shall be coosidered, for all pulposes of the corporation, as a valid rec€ipt therefore ftom the stocl4lolders.

The nec€ssary documentary stamps for each cenificate ofstock shall be bome by the stocldolders, purchaser or tralsferee. has been

Crncellltior of Stock Certifrcates atrd l$uance of New Cerfificrt6. Every certificate sunendered for exchange o! t"ansfer shall be Section 2.

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canceled and afiixed to the original stub the cstifrcale book and no new ccftificales shall be issued unless and until the old cedificates have been so canceled and retumed to the corporation, or satisfactory proof of their loss is prgsented.

Section 3. Tr.nsfer of Stock. Certificares of stock may be sold, tansfened or hypothccated by endorsemenl or sepaRte deed, but the corporatioo shall not consider any hansfer ellective until the endo$ed certificate is submitted for cancellation and a new oDe issued in the narne ofthe transfe.ge.

All certificates submittcd for transfer 1() anolher name shall be marked "CANCELED' by the Secretary and atlached to its corresponding stub whereon thc following dara shall be shown: The date when the shares were transfened. b. To who6 tr-allsfered. c. Number of shares transferredd. Number or numbers ofthe new certificate or certificates. a-

zoos

Section 4. lnst, Stol€n or Destroyed Certificates Duplicate certificates of $ock may be issued, in lieu of any csrtificate or cenificates all€ged to have been lost or destroyed only upon compliance with the requirements of the

Corporaiion Code.

Section 5. Closing of Tiansfer Bookr rnd Fixitrg of Rccord Date. For purpose the of determining the stockholders entitled to notice of, or to vote at, ary meeting of stockholders or any adjoumment thereo4 ot receive payment ol any dividend, or of making a determination of stockholden for any other proper purpose, no transfer ofce.tificates shall be enteted in the Stock Book for a period ofthirty (30) days prior to the date on which the panicular action requiring such determination of stockholders is to be taken.

Section 6. Inspection ofthe Stock Book or Register. The Stock Book or Register shall be available for inspection by any stockholder at a reasonable time during the offce hours ofthe corporation.

ARTICLE

II

STOCKHOLDERS' MEf,TING Section 1. Annual Meetitrgs. The annual me€tings of tbe stockholders, for the puryose of electing directors and for the fansaction of such business as may proper\ come before the meeting shall be held in the principal office ofthe Corporation or al any place designared by the Board of Directors ir the city or municipality where the principal ofiice of the Corpotation is located on any day in May as may be fixed by the board ofDirectors.

Section 2. Special Meetings. Special meetings of the stockholders may ofthe Company at any time by tesolution ofthe Board of Directors, or by order of the President, and must be called upon the v,/ritten request of stockholders registered as the owners of one-third (1/3) of the total outstanding stock. be called at the principal office

Section 3. Notice of Meetings Notices for regular or special meetings of the stockholders may be sent by the Serretary by personal delivery, or by mailing the notice at least fifteen (15) days prior to the date of the meetings to €ach stockholder of record at his last known post office address, or by publishing the

notice in a newspaper of national circulation. The notice shall state the placg date, and hour ofthe meeting and in case ofa special meeting fot the purpose for which the meetings is called. Notice of any meetings may be waived, expressly or impliedly by any stockholder, in person or by proxy, before or afler the me€ti4qs.

When the meetings of stocl'holders is adjourned to another time ot place, it shall not be necessary to give any notice ofthe adjoumed meeting if the time and place to which the meeting is adjourned are announced al the meeting at which the adjoumment is talien. At the rccorvened meeting, any business may be transacted that might have been transacted on the origioal date of the me€ting.

(As amended on l9 May 1987)

Section 4. Quorum. Unless otherwise prescribed by thc Corporation Law, a quorum at any meeting of the stockholders shall oonsist of a majority of the subscribed capital stock of the Company represented in person or by proxy, and a majority of such quorum shall decide any quesion lhat nlay come before the meeting, save ard except in those several matters in which the laws ofthe Philippines require the afflrmative vote ofa greater proponion.

Section 5. Voting. Stockholders may vote at all meetings the number of in person or by proxy executed in \rriting. No proxy shall be recognized uniess presented to the Secretary for iospection and registration at leist ten (10) calsndar days before the date ofsaid meetlngs. shares registered in their respective names either

Section 6. Electioo of Directors. For purposes of electiog the Board of Dirccto6 at the annual meeting, any and all nominations shall be submilted to and received at the plincipal offic€ of the Corporation at least ten (10) calendar days prior to the scheduled date of the Annual Stockholders' Meetilg and addressed to the attention of the Co.porate Secretary. Subject to Section 9 of Article III, only those padies nominated shall be included in the list ofnominees or candidates 10 the Board of Directors to be presented the stockholders during the Annual Meetins.

ARTICLf,

II

DIRECTORS Section l. Board of Directors. Unless otherwise provided by iaw, the corporate powers ofthe corporation shall be exercised, all business conducted, and all property ofthe Colporation controlled and held by a Board ofnine (9) Directors including two (2) independent directors to be elected by and from among the stockholders for a term of one (l) year and until the election and acceptance of their duly qualified successors. (As amended on Jtrrc 17, 2008 by the Board o.f Dilectors dnd lhe Slockholder|.

Section

2. Nomiration and Xlection of Independent Directors

1. lndeoendent Director. An indepeldeqldircelqtballhqld no interests or lelationships with the Corporation that may hinder their independence from the Corporation or Manaeement which would interfere with lbe exercise of indep€ndent iudgme itr carnite out the respe4sibilities ofa directo

director shall submil to the Coruar4llsgs!9@ry-,L19llqr !l[ confrrmatiotr statine that he holds rc intsrest affiliatgd with the corooration rnanagement or controlling sharcholder at the time of his eleclion or appointment and-/or re-election as a dbector:

2. Nomination of independent directors shall be conducted bv the Board Nomination Coruniftee prior to the Stockholders' Meering:

3- The Nomination Committee sball prepare a Final List of Candidates. fiom those who bave oassed the Guidelines.

Scregninq Policies and Parameters for lomination of independent dircctors and which list sball contain all the information about these nominees:

4.

Only nominees whose names aolear on the Final List of Candidates shall be eligible for election as Independent Direclors.

No other nomination shall be entertained a{ter the Final List of Candidatos shall have beep prepared. No firther nomination shall be entertained or allowed on the floor durine the actual annual stockholde$ meeting:

5. ln ca-se of resignation" disoualification

or cessation of

indeoendent directonhip and onlv after notice has been made

with the Commission within five (5) davs fiom such resicnation disqualification or cessation the vacancy shall be filled by the vote of at least a majority of the renaining dtectors. if still constitutine a ouorum" upou the nomination of the Nominatiotr Committee otherwise- said vacaqcies shall be filled by stockholders in a reeular or special meetins called for the pllpgscs All playisia$ o1'SRC Rule 38 as amended and all rules and requlations relatire to thc reouirements on nomiration and electio! ofipdeltended director/s sha.ll bc contplied vr.ith b] the Corporation. (As amended on June 17, 2008 by tfu Boald of Directors aul the Stockholders).

without prejudice to such general powers and such other powers as ma, be ganted by law, the Board of Dircctors shall have the following express powers:

(a) From time to time, to make and change rules and regulations not inconsistent with these By-l,aws for the management ofthe Corporations' business and affairs.

(b) To purchase, receive, take, or otherwise ac4uire in any lawful manner, for and in the name of the Corporatior\ any and all properties, rights, interests or privileges, including securities and bonds of other corporations, as the transaction of the business of the Corporation may reasonably or necessarily require, for such consideration and upon such terms and conditions as the Board of Directors may deem proper or coflvenient.

(c) To invest the funds of the corporation in anothet corporation or business or for any other puposes other thaa those for which the Corporation was organized, whenever in the judgment of the Board of Directors the interests of the Corporation would thereby be promoted, subject to such stockholder approval as may be required by law. (d) To incur such indebtedness as the Board of Directors may deem necessary and, for such purpose, to make and issue evidence of such trust, indebtedness including, without limitatio4 notes, deeds instruments, bonds, stockholder approval as may be required by law, and / or pledgq mortgagg or otherwise encumber all or pan ofthe propenies and rights of the Corporation.

of

(e) To guarantee, for and in behalfofthe Corpo.atior! obligations other corporations or entities iD which it has lalaful interest.

of

(fl To make provision for the discharge of the obligatioru of the Corporation as they mature, including payment for any propeny or riShts acquired by the Corporatioi! either wholly or partly in money, property, or in stocks, bonds, debentures, or other s€cu.ities of the Corporation lar4-rlly issued for the purpose.

(g) The impose conditions as the Board of Directors may deem convcnient, subject 1o the limitations prescribed by law, regarding rhe transfer ofsharss issued in total on partial paymenl ofdebts contracted or propenies acquired by, or services rendered to tlrc Corporation(h) To sell, lease, exchange, assign. lransfer, or otherwise dispose of any property, real or personal, belonging to the Corpomtion whenever in

the iudgment of the Board of Directors, the Corporation's interest would thereby be ptomoted.

(i) To establish

pension, retiremenl, bonus, profit sharing, or other types of incentives or compensation plans for the employees, including ollicers and directors ofthe Corporatio4 and to determine the persons to panicipate in any such plans aod the amou of their respective participations. prosecute, maintain, defend, compromise, or abandon any lawsuit which the Corporation or its offices are either plaintiffs or defendants in connections with the business of the Corporation, and likewise, to grant installments for the payments or settlements of whatsoever debts that are payable to the Corporalion.

0) To

(k) To delegate, ftom time to time, any ofthe powers ofthe Board of Directors which may lawfully be delegated in the course of the current standing or special committee or to any officer or agent and to appoint any person to be agent of the Corporation with such powers and upon such terms as may be deemed it.

(l) To implement these By-Laws and to act on any matter not covered by these By-Laws, provided, such matter does not require the approval or consent of the stockholders under any existing law, rule, ot regulation Section 3. VacaDcy. lf any vacancy shall occur among the Directots by death, resignation or otherwise, any me€ting at which a quorum shall be p.esent.

In case of vacancy in the Board, the remaining Directots shall continue to act, but if at any time their number be reduced to less than a quorur\ the Directors shall call a special meeting of the stockholders for the purpose of filling such vacancies.

Section 4. Orgrniz{tiond Mceaing$. The organizational meeting of the Board of Directors may be held withoul notice at the principal office of the company or at such other place in the Philippines as a majority ofthe Directors may desigoate imrnediately after the annual meeting of the stockholders of the company Section 5. Regular Mcetings. The Board shall meet regularly ooce every quarter on such day, at such time aod io such place al i1 may fix. (As dmerkled b! the Board of Dtreclors on 19 Februqry 2003: and the Stockholders on 27 Mu!2003)

ofthe Board ofDirectors shall c{nsist ofa majority ofthe entire membetship ofthe Boatd. A majority of Section 6. Special Mcctings. Special Meetings

such quorum shall decide any question that may come befor€ the meeting

Seaion 7. Quorum A quorum at any meetitg of the Directots shall consist of a majority ofthe entire membership of the Board. A majority of such quorum shall decide any question that may come before th€ meeting Section 8. Committees. The Board ofDirectors may create and appoint such committees as it may consider necessary or advisable for the proper conduct and operation of rhe afairs of the Corporation and presaribe their respective powers and duties. Said conmittee shall be composed of Direaors and shall be of such numbers as the Board may determine The members of any such committe€ created and appointed by the Board of Directors may be removed at anltime by the Board any vacancies in any ofsaid committees shall be filled by the Board ofDirectors.

Section 9. Compensation Drectors shall re{eive such compensation, including per diems for every regular or special meeting actually attended and boDuses, in such amounts as may fixed by the stockholders.

Section 10. Disqualification. No person shall qualifu or be eligible for nomination or election to the Board ofDirectots if the Board ofDirectors, by at least a rnajority vote ofall its members, determines thal such person is engaged in or is otherwise connected with any business which is antagodstic and / or inimical to that ofth€ Corporation.

ARTICLE TV OTT'ICERS Section 1 oflicers. The officers of the Corporation shall consist of the chairman ofthe Board, President, such Vice-Presidents as the Board ofDirectors may determine, General Manager, Treasurer, Secretary and such other oflicers, the offices ofwhom may be created by the Board ofDirectors as the necessities of the Directors. An officer may hold more than one office provided the duties thereof are not incompatible.

The Chairman ofthe Board. and President shall be members ofthe Board

ofDirectors.

Section 2. Chrirman of the Bosrd The Chairman of the Board shall preside at all meetings of the Boatd of D;ectors and perform such other functions incident to his oIfice or are properly required ofhim by the said Board of Directorssection 3. Presidcnt. The President shall be the ChiefExecutive officer ofthe coryoration; he shall preside at all meetings of stockholders and shall have general supervision of the affairs of the Corporation; shall sign all stock certificates and upon approval by the Board ofDirectors, all contracts and other instruments in behalf of the Corporation; shall see that the resolutiots of the Board are duly executed and carried ou{ shall make .eports to the Directors and Stockholders; and shall perform all sucb other duties as ate incident to his olice or are properly required ofhim by the Board ofDirectors.

Section 4. Vice Prerid€nts. The Vice-president, or the most ranking Vice-President there are several vice-Presidents, shall exercise all the perform all the duties ofthe President in the absence or disability, functions and for any cause, of the latter; he shall assist the President and exercise such fu ctio s and perform such duties as may be assigned by the Board ofDirectors

if

or the President.

Section 5. General Manager. The General Manager shall look afier and supervise all the business operations of the Corporation; and, subject to the approval of the President, may employ, zuspend and / or discharge any and all employees and / or laborers necessary therefore. recommending tieir respective compensations and the nature and extent ofthe work to be performed by each of them. lle sbali prepare and submit an annual report to the P.esident and to the Board of Dfuectors setting forth the results ofthe operations under his charge, tog€ther with suggestions designed to improv€ the business ofthe corporation or to enhanc€ its financ€s, and he shall perform such other duties as the President or the Board of Di.ectors may require. ln the event that the General Manager is a

juridical personality,

it

may designat€ a Residenl Manager

to aci as its

represenlative. subject to its control and supervision

section 6. Trcasurer. The Treasurer shall have the custody ofall money, securities and values of the Corporation which come into his possession, and shall keep regular books of accounts; shall deposit said money, securities and values ofthe Corporation in such banking institutions as may be designated from time to time by the Board of directors, subject to withdrawals there liom only upon the checks or other written demands of the Corporation which shall be signed by at least tlro oIfic€rs to be designated by rhe Board of directors; and shall make such reports and perfom such duties as are incident to this oftice or are properly required of him by the Board of directors.

Section 7. Secrct8ry. The Secraary, who shall be a resident and cirizenship of the Philippines, shall iszue notices ofall meetings; shall keeP then minutes; ihall have charge ofthe seal and the corporate books, shall sign with the presidcnt the Certificate of Stook and such olher instrument as may require such signature; and shall make such repons and perform such duti€s as arc incident to this omc€ or are properly required ofhim by the Boatd ofDirectors.

Section 8. Compensation. The compensation of the officers alld emptoyees of the Corporation shall be fixed and det€min€d by the Board of Directors. The Boar4 however, may authorize any officer to appoint and temove subordinate ofricen and prescribe the powen and duties thereof and fix the compensation of such subordinate officers.

ARTICLE V DIVIDENDS AND FINANCE Seclion l. Fircd yc.rr. The Fiscal Year ofth€ company shall comm€nc€ with the opening ofbusiness on the first day of Janu8ry of each calendar year and shall close on the 3lr day ofDecember ofthe same year.

Section 2. Dividends. Dividends shall be declared only from the surplus orofits and shall be pavable ar such timq ia such manner and in such amounts a'li

ihe Board of Direciori shall daermine. No dividend shsll be shall be declared which will impair rhe capital ofthe compatry- Stock dividends shall be declared only in accordance with law.

Sestion 3. ErternNl Audito6. At the annusl stockholders' meding, the extemal auditor or auditors of lhe Coryonrion for the ensuing year shsll be appointed.

The extemal auditor or auditors shall examine' verifo and certifo to the stockholders and Board ofDirectors the annual balances ofthe books of accounts of the corporation as well as the revenues' expenses, and earnings of the Corporation as prepared by the Tressuer. No Director or officcr of tbe corporatio& and no firm or corporation of which such oflicer or director is a member, shall be eligible to dischErge the duties of enemal auditor or auditors The compensation oflhe external auditors or auditon shall be fixed by the Board of Directors.

of Corporrte Books rnd Accounts lnspection of acrounts ofany member ofthe Board ofDirectors in person may be made at any and all times during business hours of the company' and such inspection may embrace all books, records and vouchers ofthe company.

Section 4. Itrsp€ctiotr

InsDection ol the books, ac-tounts and tecords of the company by the stockbolders, shall be limited to office hours ofevery business day

ARTICLE

VT

LOCATION OF PRINCIPAL OFFICE Section L Olliccs. The principal offrce of the Corporation shall be located in Metro Manil4 Philippines. The Corporation may have such other branch oflices, either withitr or odside the Philippines 8s the Board ofDirectors may designate or as the business ofthe Corporation may from time to require-

ARTICLE VIT INDEMNIFICATION OF DIRECTORS / OFFICERS The Corporation shall indemnify every director or otlicer' his heirs, executors, and administration against all costs and exp9nses teasonably incuffed by such person in connection with any civil, ctiminal' admiEistrative or investigalive actioD, suit or proc€eding (other than an ac1iotr by the Corporatioo) to which he may be, or is, made a party by reason of his being or having been a director or officer ofthe Corpomtio4 €xcept in relation to matters as to which he shall be finally adjudged in such actioq suit, or proceeding be liable for negligence or miscoDduct.

In the event of a settlemenl or compromise, indemnification shall

be

provided onlv in connection with such matters covered by the settlament as to which the Corporation is advised by counsel that the person to be indemnified did not commit a breach ofduty as such direator ot ofiicer' The amount payable by way of indemnity shall be determired and paid or y pursuant to a resolution adopted by a majority ofthe Board ofdirectors The costs and gxpenses incurred in defending the aforementioned actior! suit, or proceeding may be paid by the Corporation in advance of the final disposition of such actio4 suit, or proceedings as authorized in the manner provided for in the proceeding pangraph upon receipt ofan undertaking-by or on 6ehalf of the director or of;ficet to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Corpotation as authorized in this Article.

ARTICLE

I'IX

SEAL Sectiofl L The corporate s€al of the CorporatioL unless otherwise ordered by the Board of Directors, shall be circular in form and shall bear the words "SEAFRONT RESOURCES CORPORATION." (formerlv "SEAFRONT PETROLEUM AND MINERAL RESOURCES, INC.) ARTICLE TX AMENDMENTS Section L These By-Laws may be amended, repealed or altered, in whole or in part, by a majority vote of the entire subscriH capital stock of the company at any regular meeting ofthe shareholders, or 81 any special meeting wheie such action has been aDnourced in the cell and notioe ofsuch meeting.

Section 2. The Board of Direq-tors may adopt additional rules in harmony

with foregoing By-Laws and their amendmentq but shall not alter, modifr or repeal the foregoing By-Laws and their amendments

Section 3. These By-Laws shall take effect immediately afier the approval of the stockholders.

Adopted on April 17, 1970 at Makati, Rizal, Philippines by the affirmative vote ofthe majority ofthe subscribed capital sock' whose signatures appear below and on the leff rnargin of each and ev€ry page

(SGD.) JOSE LUIS

(SGD.) JOSE T.

JAVIER

R.EVILLA

(SGD.) BARTOIOME S. CARALE

(SGD.) RENATO

ATTEST (SGD.) JOSE LUIS JAWER Chairman

scD.) BARTOLOME Secretary

S.

CARLf,

L

CAYETAI\O

SEAFRONT RESOURCES CORPORA

DIRECTORS' CERTIFICATE

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KNOWALL MEN BY THESE PRESENTS:

Board and the Presldent, a6 well as the Corpolate Secretary of Seafront Resources Corporation ('Conoration'), do hereby CERTIFY:

A.

That the Board of Directors of the Corporation al irb board me€ting held on June 17, 2008 at Room 528 YIAS, Lev€l 5, Podium 4, RCBC Plaza come. Sen. Gil J. Puyat and Ayala Avenues, Makati City, by at least the affrmative vote of a majority of its members: and

B.

That the stockholders of the Corporation at its Regular Annual Stockholders' Meeting held on June '17, 2008 at Rooms 526-527 YIAS, Level 5, Podium 4, RCBC Plaza comer Sen. Gll J. Puyat and Ayala Avenues, Makatj City, by the affrmative vote of at least two-thirds (2,3) of ils total issued and outstanding capital sbck

approvod the amsndmont to thc By{aws of the Corporttlon to in€ludo:

'L Es!cge-!!931!s!ee$C94!!!3s!eE 'Reaolved, as it is hereby resolved, that the Corporation be aulhorized to amend Article lll Section 1 of Amended By-Laf,rs ot the Co.poration to adopt ihe eledion of hdepender{ Oirecto.s in the By-Laws of the Corporation."

'Resolved Fu.ther, that Section 1 of Artcle lll be amended to rcad a6 follo\,vsi

1. Board of Directors - Unless otherwise provided by law, the corporete posers of the corpofation shall be exercjsed, all businFs conducted, and all property of the Co.poration contsolled and held by the Board of nine (9) Directors including !{9-(aJ!!9!9n!lCd C]IgC]@Iq to be elected by 8nd from among the stocldolders ior a term of one (1) year and until the eleclioh 8nd acreptance ot lheir duly qualified Article llt Section

su@essors.

2.

SocUoD 2 Articlo

lll. Norflihatlon rnd Eloction

ot Ind6Dond.r Dlroctots.

'Resolved, as it is hereby resolved, that the Corporation be euthorized to include a Section 2 of Article lll of the Amended By-Laws of the Corporation to read es tollows: Section

2.

Nomination and Election of Indeoendent Directors.

1.

lndeoendent Direc'tor. An indooendent director shall hold no interests or relationshios with the Comoration that mav hinder their indeDendence from the Corooration or Manaoement which would interfere f,rith the exercise of independBnt iudoment in carNinq out the resoonsibilities of a dircctor. An independent director shall submit to the Comorate S€cretarv a letter ot confi.matbn statinq that he holds no

intercst affiliated with the corooration manaoement or controllino shareholder at the time of his election or spoointment and/or re-elecdon as a di|ector:

2-

Nomination of indeoendent directors shall be conducted bv the

Board Nomination Commiftee prior to the Stockholders' Me€tino.

be elioible for eleclion as lndeoendent Dirqaors. No olher nomination shall be entertained aftor the Final List of candidales shall have been Dreoared. No further nominalion shall be entenained or allowed on the floor durino the eciual stockholders meetino:

6iiEElGSIha

resionation. disoualification or cessation of independeni directorshiD and onlv after notice has be€n made wilh the commission within five (5) davs fiom such resionation disoualificalion or cessation the vacancY shall be filled bv lhe vote of at least a maioritv of the remainino dir6ctors if still constitulinq a quorum. uDon tne nomination oflhe Nominalion Committee olheMise said vecancies shall be filled bv slockholdeas'in a reoular or soecial me€tino celled for the

5.

ln

case

of

DUloO5eS

"All provisions of SRC Rule 38 as amended and all rules and rcgulations relative to the requircments on nomination and election of independent director/s shall be complied with by the Corporalion". (As ametf,ec! on June 17, 2008 by the Board of Arcdorc and the^gofklloldets)

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WITNESS WHEREOF, we have her€unto set our hends this

.Phrlrooines

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TrN rrrr t00-732-775 TEODORO O, PENA

Direclor

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MILAGRbSA. REYES Director/President

Tr-rt,

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Chaiman 106 -193508 HELEN

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NICASIO I. ALCANTAM Direcior

TrN NO 105-252-527

YUONNE S. YIJCHENGCO Diaeotor

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ALFONSO

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YUCN€{GCO, JR.

Director I TIII I\r1 rU -z)7490

(y'o...-.^ ATTY, SAMUEL V. TORRES Corporate S€cretary

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ACKNOWLEDGMENT

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SUBSCRIBE AND S\iVORN to

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RIZALINO S. MVARRO HELEN Y. DEE NICASIO I. ALCANTARA MILAGROS V, REYES PERRY Y. UY TEODORO O. PENA ALFONSO S. YUCHENGCO, JR. WONNE S. YUCHENGCO ALBERT S, YUCHENGCO

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Date/F,lace lssued

March 12, 20oE, Quezon CltY February z), 2d)8, Manila January 24, 2008, Makati CltY January 22, 2008, Manila January 23, 2008, Manlla February'15, 2m8, Puerto Pdnoesa City F€bruary 06. 2008, Makati CitY February 29, 2008, Manila

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CLEARANCE

Company

Seafront Eesources CotDofation

Purpose

Filing ol Amended By-Laws Article lll, Section 2: Nomination and Election of Independent Directors

Depariment

Corooration Finance Department Date Retei6bd. '

September 24, 2008

SEC Regislration No. 40979

'

Cita Z. Correa

SeDtember 24. 2008

REMARKS: No pending violation.

We interpose no objection'io the processing ol the Company's Amended By-Laws.

n JUSTINA #l CALLANGAN Directorr

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