REPUBLIC OF THE PHILIPPINESSECURITIES AND EXCHANGE COMMISSION

Ground Floor. Secretariat Building, PICCCity Of Pasay, Metro Manila

COMPANY REG. NO. 80118

CERTIFICATE OF FILINGOF

AMENDED BY-LAWS

KNOW ALL PERSONS BYTHESE PRESENTS:

THIS IS TO CERTIFY that the Amended By-Laws of

NATIONAL REINSURANCE CORPORATION OF THE PHILIPPINES doingbusiness under the names and styles of

Nat Re; Philippine National Reinsurance Company, and PhilNaRe(Formerly: NATIONAL REINSURANCE CORPORATION OF THE PHILIPPINES

doing business under the name and style of Philippine National ReinsuranceCompany; PhilNaRe)

copy annexed, adopted on April 26, 2018 by majority vote of the Board of

Directors pursuant to such delegated authority by the vote of the stockholders on

June 27, 2012 owning or representing at least two-thirds of the outstanding

capital stock, and certified under oath by the Corporate Secretary and majority

of the said Board was approved by the Commission on this date pursuant to

the provisions of Section 48 of the Corporation Code of the Philippines Batas

Pambansa BIg. 68, approved on May 1, 1980, and copies thereof are filed with

the Commission.

This is to replace the Certificate of filing of Amended By-Laws signedon August 03, 2018.

IN WITNESS WHEREOF, I have set my hand and caused the seal of this

Commission to be affixed to this Certificate at Pasay City, Metro Manila,

Philippines, this ;)..~ay of September,

MCF/mii

COVER SHEETCOMPANY REGISTRATION AND MONITORING DEPARTMENT

Nature of Application SEC Registration Number

[ Amended By-Laws Islol1 111s1

Former Company NameIN A T 0 N A L I R I E II N S U R A N C E Ic 10 R P o I R IA IT I I

10 N 0 F T H I E P IH L P P N E S I ID 0 N IG IB ulI 5 N E S 5 U IN D E IR T H E N A M E I IA N D Is T Iv L I

I E 0 F P H I I L P Ip N E S N A T I 10 IN A L IR E II NI

Is u R A N C E Ic 0 M I P IA N V P H L IN IA R E I IAMENDED TO:

New Company NameIN A IT II 10 N A L I R E I IN I S lu IR IA IN Ic E Ic 0 R I P 10 R IA IT II

10 N I I 0 I F T H E I P H L II I P P II N E 5 I D o II IN G I I B U

Is N I E 5 5 U N ID E R T IH I E IN A M E I S A IN ID I S IT V

I L E S I 0 F N A IT R E r I I P H II L P I P N I E IS IN IA T

I I 0 N IA L R E I I IN S U R AINI c E I c 0 M I P A N I V I , I A I N D

I P H I I L N A R E I I I I I I I I

Principal Office (No'/Street/Barangay/City/Town/Province

I 3 I 1 I 5 IT I I F I l 10 10 I R I' I I B I P II I - I P IH II I l IA 1M I Il II I F I E I

IMIA I K IA IT II I I 6 I 8 I 1 I 1 I IA Iy IA I L IA I IA Iv I E IN lu I E I, I I

IMIAI KIAI T I I I I c I I I T I V I I I I I I I I I I I I I I I I

COMPANY INFORMATIONCompany's Email Address

nrcp@nrcp.com.phhh

Company's Telephone Numbers Company's Facsimile Number/s

IL- 9_S_S_-7_4_00 ----'" 988-7457

CONTACT PERSON INFORMATIONEm~ai,,-,IA--'-d"-'d'-'-re.::..:s:..::..s --'-Te.::.:l.:cJep~honeNumber/s Facsimile Number/s

-c-a-st-ill-o-La-m-a-n-T-an-p-a-nt-a-Ie-o-n-&-sa-n-J-os-e-'I IL-l__ Sl_7_-_67_9_1_t_O_9_S_~I,-1 S_1_9_-2_7_2_4__ ----'Atty. Ma. Pilar M. Pilares-Gutierez --

Name of Contact Person

Contact Person's AddressTHE VALERO TOWER, 122 VALERO STREET, SALCEDO VILLAGE, MAKATI CITY 1227

Assigned ProcessorTo be accomplished by CRMD Personnel

Date Signature

DOCUMENTIDRe:,e~ved by Corporate Filing and Records Division (CFRD)

FORWARDEDTO:

~

Corporate and Partnership Registration Division

Green Lane UnitFinancial Analysis and Audit DivisionLicensing UnitCompliance Monitoring Division

AMENDED BY-LAWS

OF

NATIONAL REINSURANCE CORPORATION OF THE PHILIPPINESdoing business under the names and styles ofNat Rei Philippine National Reinsurance

Companys and PhilNaRe1

ARTICLE I

CAPITAL STOCK SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

SECTION 1.

SECTION 2.

SECTION 3. -

Authorized Capital Stock. The authorized capital of theCorporation shall be such amount as stated in Article Seventh ofthe Amended Articles of Incorporation of the Corporation.

Stock Certificates. Each stockholder shall be entitled to acertificate or certificates of stock setting forth the number of sharesof stock of the Corporation registered in his name in the booksthereof. Each stock certificate shall be numbered, shall bear thesignatures of the President and the Secretary and the seal of theCorporation, and shall be issued in numerical order from the stockcertificate book. The data relative to each stock certificate issuedshall be made to appear on its stub in the stock certificate book.No stock certificate shall be issued unless the shares are fully paid,nor shall a stock certificate be issued for a fraction of a share.

Transfer of Shares. Shares of stock so issued are personalproperty and may be transferred by delivery of the certificate orcertificates indorsed by the owner or his attorney-in-fact or otherpersons legally authorized to make the transfer. No transfer,however, shall be valid, except as between the parties, until thetransfer is recorded in the books of the Corporation so as to showthe name of the parties to the transaction, the date of the transfer,the number of the certificate or certificates and the number ofshares transferred. Upon such transfer, the old certificate shallbe surrendered to the Corporation by the delivery thereof to theperson in charge of the stock and transfer books and ledgers, or tosuch other person as the Board of Directors may designate, bywhom it shall be cancelled, and a new certificate shall thereuponbe issued. All certificates presented for transfer to the Corporationmust be stamped "CANCELLED" on the face thereof, together

1As amended by the Board of Directors on February 15, 2018 and by the stockholders on July 5,2018.

SECTION 4.

SECTION 5.

2

with the date of cancellation, and must be immediately attached tothe corresponding stub in the stock book. No shares of stockagainst 'which the Corporation holds any unpaid claim shall betransferred in the books of the Corporation.

Lost, Stolcn or Destroyed Stock Certificates. In case a stockcertificate is lost, stolen or destroyed, the registered owner of thecertificate(s) or his legal representative, shall file with theCorporation an affidavit in triplicate, setting forth, if possible, thecircumstances as to how the certificate(s) were lost, stolen ordestroyed, the number of shares represented by each certificate,the serial number(s) of the certificate(s) and the name of theCorporation which issued the same. After verifying the affidavitand other information and evidence with the books of theCorporation, said Corporation shall publish a notice in anewspaper of general circulation, published in the place theCorporation has its principal office, once a week for three (3)consecutive weeks, at the expense of the registered OWI1f'l' of thecertificatc(s) of stock which have been lost, stolen or destroyed.The notice shall state the name of the Corporation, the name ofthe registered owner and the serial number(s) of sharesrepresented by such certificate(s), and that after the expiration ofone (1) year from the date of the last publication, if no contest hasbeen presented to said Corporation regarding said certificate(s) ofstock, the right to make such contest shall be barred and saidCorporation shall cancel in its books the certificate(s) of stockwhich have been lost stolen or destroyed, and issue in lieu thereofnew certificate(s) of stock, unless the registered owner files abond or other security in lieu thereof as may be required, runningfor a period of one (1) year, for a sum and in such form and withsuch sureties as may be satisfactory to the Board of Directors, inwhich case, a I1l~W certificate may be issued even before theexpiration of the one (1) year period; provided that if a contesthas been presented to the Corporation or if an action is pending incourt regarding the ownership of said certificatcls) of stock whichhave been lost, stolen or destroyed, the issuance of the newcertificate(s) of stock in lieu thereof shall be suspended until thefinal decision by the court regarding the ownership of saidcertificatets) of stock which have been lost, stolen or destroyed.The provisions of Section 73 of the Corporation Code of thePhilippines shall be complied with in the case of replacement of alost, stolen or destroyed certificate of slack.

A. Maximum Limit of Shareholdings. In order to avoidcreating a controlling interest group in the Corporation, no

SECTION 6.

SECTION 7

SECT!ON 8

stockholder shall own or acquire more than thirty percent (30%)of the outstanding capital stock of the Corporation. A parentcompany, its subsidiaries and affiliates, shall, for purposes of thisparagraph, be deemed as one (1) stockholder, thus, their total oraggregate shareholdings in the Corporation shall be computed for

purposes of determining compliance with this paragraph. Aparent company shall refer to a company which owns or controlsat least a majority of the outstanding voting stock of anothercompany / ies, A subsidiary shall refer to a company more than50% of the outstanding capital stock of which is, directly orindirectly, owned, controlled or held with power to vote byanother company. An affiliate shall refer to any company whichis a stockholder of the Corporation and which has a link, directlyor indirectly, to another corporate stockholder of the Corporation,by means of control and/ or ownership of at least ten percent(10%) of its outstanding capital stock.

B. No transfer of stock or any interest therein which willreduce the ownership of Filipino citizens to less than 70% of thecapital stock shall be allowed in the books of the Corporation.

C. Any transfer or acquisition made in violation of theseprovisions shall be null and void and shall not be recorded in thestock books of the Corporation. These restrictions shall appear inall slock certificates of the Corporation.

Preemptive Right. The exercise of preemptive right shall begoverned by Article Seventh of the Amended Articles ofIncorporation of the Corporation.

Jreasury Shares. All issued, outstanding and fully paid forcapital stock of the Corporation which arc subsequentlyreacquired by the Corporation by purchase, redemption, donationor through some other lawful means are treated as treasuryshares. Such shares may again be disposed of for a reasonableprice fixed by the Board of Directors.

Fractional Shares. No certificates of stock shall be issuedevidencing ownership of fractional shares. In any and all caseswhere any amount of stock issuable for stock dividend shall beless than one share, fractional shares shall not be issued butpayment shall be made, in cash, to the stockholder entitled toreceive the same, of an amount equivalent to such fraction, basedon the par value of such stock.

SECTION 9

SECTIONl.

SECTION 2.

SECTION 3.

4

Regulations. The Board of Directors may make such rules andregulation as it may deem expedient concerning the issue, sale,transfer and registration of the certificates of shares of the> capitalstock of the Corporation in accordance with law.

ARTICLE II

STOCKHOLDERS' MEETING

Annual Meeting. The annual meeting of the shareholders shall beheld on the fourth Wednesday of June of each year2, at theprincipal office of the Corporation, or within Metro Manila asshall be determined by the Board of Directors, for the purpose ofelecting directors and for the transaction of such other business asmay properly come before the meeting. If such date becomes alegal holiday, such meeting shall be held on the followingbusiness day at the same place and hour. If the election ofdirectors shall not be held on the day designated for the annualmeeting or at any adjournment of such meeting, the Board ofDirectors shall cause the election to be held at a special meeting assoon thereafter as the same may conveniently be held. At suchspecial meeting, the stockholders may elect the directors andtransact such business as stated in the notice of the meeting withthe same force and effect as at an annual meeting duly called andheld. The Corporation shall notify the Securities and ExchangeCommission in writing of such postponement within ten (10)calendar days from the date of such postponement, stating thereinthe justifiable and valid reason for the postponement.

Special Stockholders' Meeting. Special meeting of thestockholders may be called at any time by resolution of the Boardof Directors or upon written request of stockholders representingat least one third (1/3) of the outstanding capital stock of theCorporation, setting forth the purpose of such meeting in thenotice.

Notice. Except as otherwise provided by law, written or printednotice of every annual meeting or special meeting ofstockholders, stating the place, day and hour of the meeting, andthe purpose or purposes for which the meeting is called shall betransmitted by personal delivery, telefax, electronic mail or bymail to each stockholder at his address (IS the same appears on the

2 A~ amended by the Board of Directors on January 19,2012 and by the stockholders on June 27,2012.

SECTION 4.

SECTION 5.

5

stock book of the Corporation, at least fifteen (15) business daysbefore the date of the meeting. Personal delivery of such notice toa stockholder shall be equivalent to mailing. Except as otherwiseprovided by law, no publication of notice of annual meeting ofstockholders shall be required. Business transacted at any specialmeeting of stockholders shall be limited to the purposes stated inthe notice. Notice of meeting need not be given to any shareholderwho signs a waiver of notice, in person or by proxy, whetherbefore or after the meeting. The attendance of any shareholder ata meeting, in person or by proxy, without protesting prior to theconclusion of the meeting to lack of notice of such meeting, shallconstitute a waiver of notice by him. No notice shall be necessaryfor any adjourned meeting.

The notice of stockholders' meeting shall also set the date, timeand place of the validation of proxies which, in no case, shall beless than five (5) calendar days prior to the annual stockholders'meeting to be held. The presence of any stockholder who maywish to be present in person or through counsel shall be allowed.

Q!torurn. A quorum at any meeting of the stockholders shallconsist of stockholders representing at least a majority of theoutstanding capital stock except in those cases where theCorporation Code of the Philippines requires a greater proportion.In the event of lack of a quorum, the Chairman of the meeting or amajority in interest of the stockholders present in person orrepresented by proxy may adjourn the meeting from time to timewithout notice other than announcement of the meeting, until aquorum shall be obtained. At any such adjourned meeting atwhich there is a quorum, any business may be transacted whichmight have been transacted at the meeting originally called.

Proxies. Stockholders may vote i.n person or by proxy in allmeetings of stockholders. Proxies shall be in writing, signed bythe stockholders and submitted to the Corporate Secretary notlater than ten (10) calendar days prior to the date of thestockholders' meeting>. Validation of proxies shall be held at thedate, time and place as may be stated in the Notice of thestockholders' meeting which in no case shall be less than five (5)calendar days prior to the date of the stockholders' meeting.

--------~-------------3 As amended b)' the Board of Directors on January 19. 2012 and by the stockholders on June 27, 2012.

SECTION 6.

SECTION 7.

SECTION 8.

SFCTlON 9.

6

Record Date. The Board of Directors may close the Stock andTransfer Books of the Corporation for a period not exceedingforty-five (45) calendar days preceding the date of any meeting ofstockholders or the date for the payment of any dividend; or inlieu of closing the Stock and Transfer Books, the Board ofDirectors may fix in advance a date, not exceeding forty-five (45)calendar days preceding the date of any meeting of stockholdersor the date for the payment of any dividend, as a record date forthe determination of the stockholders entitled to notice of, and tovote at any such meeting, or entitled to receive payment of anysuch dividend, and in such case, only such stockholders of recordon the date so fixed shall be entitled to such notice of, and to voteat, such meeting, or to receive payment of such dividend,notwithstanding any transfer of any stock on the books of theCorporation after any such record date fixed as aforesaid.

Election of Directors. The election of directors shall be by secretballot. Cumulative voting shall be allowed, and each registeredowner of one or more shares of stock, whether a natural orjuridical person, shall have the right to vote in person or by proxythe number of shares standing in his name at record date, and saidstockholder may vote such number of shares for as many personsas there are directors to be elected, or he may cumulate saidshares and give one candidate as many votes as the number ofdirectors to be elected multiplied by the number of his shares shallequal or he may distribute them on the same principle among asmany candidates as he shall see fit, provided, that the totalnumber of votes cast by him shall not exceed the number of sharesowned by him as shown in the books of the Corporationmultiplied by the total number of directors to be elected.Provided further, that no delinquent stock shall be voted.Candidates receiving the highest number of votes shall bedeclared elected.

All stockholders' meetings shall be presided by the Chairman ofthe Board of Directors, and in his absence by the Vice Chairman,and in case the latter is also absent, the Board shall decide whoamong the Directors shall preside the meeting.

Order of Business. The order of business at the annual meetingof stockholders shall be as follows:

1. Call to order2. Proof of notice of meeting3. Approval of minutes of previous meeting of stockholders

SECTION 10.

SECTION 1.

7

4. Report of the President and approval of financialstatements

5. Ratification and confirmation of all acts of the Board ofDirectors and Officers during the last fiscal year

6. Election of the members of the Board of Directors for thecurrent year

7. Election of Auditors8. Other Matters9. Adjournment

Board of Canvassers. The Board of Directors in advance of anymeeting of shareholders shall appoint the members of the Boardof Canvassers to act at such meeting or any adjournment thereof.In case any person appointed as a member of the Board ofCanvassers shall fail to appear or to act, the vacancy may be filledby appointment made by the Board of Directors in advance of themeeting, or at the meeting by the person acting as Chairman of themeeting. The Board of Canvassers shall determine the number ofshares outstanding, the voting power of each, the sharesrepresented at the meeting, the existence of a quorum, theauthenticity, validity and effect of proxies, receive votes, ballots,assents, or consents, hear and determine all challenges andquestions in any way arising in connection with the vote, countand tabulate all voles, assents and consents, determine andannounce the result, and do such acts as may be proper to conductthe election or vote with fairness to all shareholders. The membersof the Board of Canvassers may consist of stockholders and/ornon-stockholders,

ARTICLE III

BOARD OF DIRECTORS

Number, Term of Office, Manner of Election, Mem_bersh.lp~the Board; Election. Unless otherwise provided by theCorporation Code of the Philippines, the corporate powers of theCorporation shall be exercised, all business conducted and allproperty of the Corporation controlled and held by the Board ofDirectors consisting of such number as may be fixed by theArticles of Incorporation or any amendment thereto, to be electedfrom among the holders of common stock, who shall hold officefor a term of one (1) year and until their successors are elected andqualified. The Board shall include a balance of executive and non-executive directors, including independent non-executivedirectors having a clear division of responsibilities, such that no

SECTION 2.

SECTION 3.

8

individual or small group of individuals can dominate the Board'sdecision making.

At all election of directors, there must be present, either in personor by representative authorized to act by written proxy, theowners of the majority of the outstanding capital stock entitled tovote. Every stockholder entitled to vote shall have the right tovote in person or by proxy the number of shares of stock standingat record date in his own name on the stock book of theCorporation, and in the manner spelled out in Section 7, Article IIof these Bv-laws,

Immediately after the election of the members of the Board ofDirectors, the Board shall elect from among themselves, amongother officers, a Chairman and a Vice Chairman of the Board ofDirectors.

Considering that the insurance business is imbued with publicinterest, the roles of Chairman of the Board and Chief ExecutiveOfficer shall as a general rule not be combined to ensure a balanceof power and authority, such that no one person has unfeltereddecision-making powers.

Qualifications of Directors. Every director shall own at least one(1) share of the outstanding capital stock of the Corporation whichshare shall stand in his name in the books of the Corporation. Amajority of the directors must be residents of the Philippines.Directors sitting in the Board shall be possessed of the necessaryskills, competence and experience, in terms of managementcapabilities and preferably in the field of insurance or insurance-related disciplines. The Board of Directors may provide foradditional qualifications of a director, such as but not limited tothe following: (a) educational attainment; (b) adequatecompetency and understanding of the business; (c) integrity,credibility and probity; and (d) assiduousness or diligence.

Subject to existing laws, non-Filipino nationalsmembers of the Board of Directors to the extentparticipation in the equity of the Corporation.

may becomeof the foreign

Vacancy in the Board. Any vacancy in the Board of Directors,other than those caused by removal by the stockholders orexpiration of term, shall be filled by the vote of at least a majorityof the remaining directors, if still constituting a quorum;otherwise, said vacancies must be filled by the stockholders in aregular or special meeting called for that purpose. A director so

SECTION 4.

SECTION 5.

SECTION 6.

SECTION 7.

9

elected to fill a vacancy shall be elected only for the unexpiredterm of his predecessor in office.

Nomination for Director. Nominations for directors shall bemade in writing and shall be delivered or mailed to the Chairmanof the Board or Vice-Chairman of the Board at the principal officeof the Corporation, with the written consent of the nominees, atleast Sixty (60) days before the scheduled date of the annualstockholders' meetings. The Chairman or Vice-Chairman of theBoard, as the case may be, shall forward or refer such nominationsto the Nomination Committee.

Regular and Special Meetings of the Board. There shall be aregular meeting of the Board of Directors at least every month atsuch time, date and place as may be designated by the Board.Special meetings of the Board of Directors may be called by theChairman, or in his absence the Vice Chairman, or upon writtenrequest of at least four (4) directors. The Chairman of the Board ofDirectors, or in his absence, the Vice-Chairman of the Board, shallpreside at all meetings.

Notice. Notice of the time and place of the regular and specialmeetings of the Board of Directors shall be served by personaldelivery, by electronic mail or hy mail, postage prepaid,addressed to each director at his address as shown by the books ofthe Corporation, at least three (3) days prior to the date of themeeting. Notice of a regular or special meeting of the Board ofDirectors may be waived by any director, either before or after themeeting, by written assent, telegram, telefax or electronic mail,signed by such director, and attendance at the meeting by adirector shall constitute a waiver of such notice by such director.

Quorum. At all meetings of the Board of Directors, a majority ofthe directors shall be necessary and sufficient to constitute aquorum for the transaction of business, and the act of a majority ofthe directors present at any meeting at which there is a quorumshall be the act of the Board of Directors, provided, however, thatin the election of officers, the vole of at least a majority of all themembers of the Board of Directors shall be necessary. 1£at anymeeting of the Board, there shall be less than a quorum present, amajority of those present may adjourn the meeting from lime totime until a quorum shall be present. In view of moderntechnology, however, attendance at Board meetings lhroughtelephone or video conference or similar communications

; As amended hy the Board of Directors on January 19, 2012 and b) the stockholders on June 27. 2(J12.

SECTION 8.

SECTION 9.

10

equipment, whereby al1 persons participating in the meeting canhear each other, may be allowed, and participation in suchmeeting in such manner shall constitute presence in person atsuch meeting.

Directors' Fees. Such per diem as the Board of Directors mayapprove shall be paid to each director for attendance at anymeeting of the Board; provided, however, that nothing hereincontained shall be construed to preclude any director fromreceiving such bonuses, other than per diem, as providedelsewhere in these By-laws or from serving in any other capacityand receiving compensation therefore, subject to approval thereofby the vote of the stockholders representing at least a majorityvole of the outstanding capital stock at a regular or specialstockholders' meeting.

Duties and Powers of the Board of Directors. The Board ofDirectors shall have the following duties, powers, and attributes,in addition to those assigned to it by the Corporation Code of thePhilippines and other sections of these By-laws:

a) Determine the period, manner. and conditions under whichthe Corporation shall engage in the kinds of business specifiedin Article IIof the Articles of Incorporation;

b) Approve medium-term and long range plans of theCorporation and policies to guide management in the conductof the business;

c) Determine the manner in which the funds shall be invested;

d) Make rules for the internal regulation of the Corporation;

e) Appoint the other officers of the Corporation and fix theirremuneration or compensation for services, as well as theirpowers and duties;

f) Approve the creation of office departments and constitutespecial and other standing committees as it may deem properand necessary to attend to the major activities of theCorporation under the conditions it may deem advisable,determine the number of members and the qualificationstherefore and the per diems of the committee members, if any.Such committees shall keep a record of all actions taken bythem and shall submit the same at the nexl regular meeting ofthe Board of Directors;

11

g) Decide as to the safekeeping of the funds of the Corporation,open current accounts, fixed deposit accounts and savingsaccounts with any bank authorized to operate in thePhilippines and! or abroad;

h) Approve, upon recommendation of the President, the budgetsand general expense accounts of the Corporation for everyyear;

i) Fix annually the percentage of depreciation of all capitalexpenditures of the Corporation, such as buildings, furnitureand fixtures, etc. and determine the distribution of profits anddividends;

j) Submit annually at the regular General Meeting ofStockholders the Balance Sheet, Profit and Loss Statement andAnnual Report on the condition of the Corporation;

k) Call Special Meetings of the stockholders;

1) Authorize any other person or persons it may deem fit, asidefrom the President, to purchase, sell, or mortgage the real orpersonal properties of the Corporation;

m) Authorize any other person or persons it may deem. fit, asidefrom the President, to cancel mortgages or pledges executed assecurities for loans and bonds when such mortgages havebeen repaid to the Corporation and when the bonds have beencancelled;

n) Approve reinsurance treaties, whether inward or outward;

0) Determine the time and manner of issuance of unissued stockof the Corporation;

p) Institute, maintain, defend, compromise, or drop any litigationiJ1 which the Corporation or its officers may be interested asplaintiff or defendant in connection with the business of theCorporation, and grant extension of time for the payment orsettlement of any indebtedness in favor of the Corporation;

q) Settle any doubts that may arise relative to the interpretationof these By-laws and supply any omissions, reporting thereonto Stockholders' Annual Meeting for such action as it may seefit to take:

r) fIX the remuneration of the External Auditor;

SECTION 10.

SECTION p.

SEcnON 1~.

12

s) Determine the manner and conditions under which employeesof the Corporation shall be granted pension, retirement, orgratuity or life insurance protection;

The minutes of the meeting of the Board of Directors shall besigned by the Corporate Secretary, countersigned by theChairman of the meeting, together with the Directors presentin the meeting.

Signatories to the Contracts. The corporate signature requiredfor contracts, powers of attorney, and documents of all kinds shallbe the signature of the President or, in his absence, of theExecutive Vice-President or of any other person or persons whomthe Board may designate.

Checks and orders for payments shall be signed andcountersigned by such officers as the Board may designate, andsubject to such rules as to number of signatories as the Board maypromulgate.

The Chairman of the Board of Directors shall have the followingpowers:

a) To preside at all meetings of the Stockholders and of theBoard of Directors;

b) To cast the deciding vote in case of a tie in the Stockholders orin the Board of Directors' meetings.

c) To submit for the consideration of the Board of Directors,recommendations regarding the business of the Corporation;

d) To exercise such powers which are given him by these By-laws, and such other duties customarily incident to the saidoffice and those which may be prescribed by the Board ofDirectors from time to time.

Absence, Illness or Temporary Incapacity of the Chairman. Inthe event of absence, illness or temporary incapacity of theChairman of the Board, the Vice Chairman shall assume thepowers and duties of the Chairman in an acting or temporarycapacity. However, in the event of death, resignation orpermanent disability or incapacity of the Chairman of the Board,the said position shall also be assumed temporarily by the Vice

SECTION l~

I

SECTION 2.

13

Chairman until such time that a new Chairman is elected by themembers of the Board.

ARTICLE IV

OFFICERS

Election, Term of Office and Qualifications. At theorganizational meeting of the Board of Directors, the Board shallelect the President, Executive Vice President, one or more Vice-Presidents, Treasurer, and Secretary. The President shall beelected by the Board from among the members of the Board. 5TheSecretary shall be a citizen and resident of the Philippines. Everyofficer shall hold office for a period of one (1) year unless earlierremoved by the Board with or without cause. The officers shallserve at the pleasure of the Board, and all vacancies occurringamong such officers caused by death, removal, resignation ordisability shall be filled by the Board of Directors. In case oftemporary absence of any officer of the Corporation, or for anyother reason that the Board of Directors may deem sufficient orexpedient, the Board may, in accordance with law, delegatE' thepowers and duties of such officer to another qualified person.Two or more offices with compatible functions may be held by thesame person.

President. The President shall be the Chief Executive Officer ofthe Corporation. He shall be responsible for the effectivemanagement of the Corporation. Ilis powers are as follows:

a) To ensure that the administrative and operational policies of theCorporation are carried out under his supervision and control.

b) To sign such deeds, bonds, contracts, or other instruments whichthe Board of Directors has authorized to be executed, except incases where the signing and execution thereof shall be expresslydelegated by the Board of Directors or by these By-laws to someother officers of the Corporation, or shall be required by law to beotherwise signed or executed:

c) To sign, with the Secretary or any other proper officer of theCorporation authorized. by the Board of Directors, stockcertificates for shares of the Corporation;

; As amended (by deletion ofthe word Treasurer) by the Board of Directors on January 19,2012 and by thestockholders on June 27. 20 J 2.

14

d) To submit for the ratification and/ or approval of the Board ofDirectors the Balance Sheet, the Profit and Loss Statement, thebudget of administration expenses and the Annual Report on theoperation and condition of the Corporation;

c) To appoint and discharge the employees occupying the positionsauthorized by the Board of Directors;

f) To supervise and manage the internal organization and businessaffairs of the Corporation, subject to the policies adopted by theBoard of Directors;

g) To submit and recommend short and long range plans for theCorporation for the approval of the Board of Directors;

h) To authorize, if approved by the Board, the purchase oracquisition of personal property, furniture, fixtures, or officeequipment as may be needed by the Corporation;

i) To approve all the expenses or disbursements authorized in thebudget of the Corporation;

j) To execute the resolutions of the stockholders and the Board ofDirectors.

k) To represent the Corporation in any negotiation which may benecessary to make in the usual course of business of theCorporation or which the Board of Directors may specificallyauthorize him so to do and in connection therewith to sign,execute and deliver such contracts, documents, deeds or otherinstruments as may be necessary and proper;

1) To represent the Corporation in any judicial or administrativeproceeding which the Corporation may have with any branch ordepartment of the government or its sub-divisions orinstrumentalities:

Ill) To perform all other duties customarily incident to this office andas may be prescribed by the Board of Directors from lime to time;provided, however, that he may, in his discretion and WIth a viewto ensuring the smooth and efficient operation of the Corporation,delegate any of the foregoing functions and duties to any otherofficers of the Corporation who shall exercise the same untilwithdrawn by the President; provided, however, that suchdelegation shall not divest the President of the authority toexercise the same powers nor discharge him from thoresponsibilities of his position.

SECTION 3.

ISECTION 4r

SECTION 5.

SECTION 6.

SECTION 7,

15

Death, IncapacitJ:Ll.na.bility of the President. In the event ofdeath, incapacity, inability to discharge his duties, or resignationof the President, the Board shall designate an Acting Presidentduring the period of incapacity or inability to discharge his dutiesuntil such time as the Board of Directors shall have elected a newPresident.

Executive Vice-President. The Executive Vice-President andChief Operating Officer shall have such powers and shall performsuch duties as may from time to lime, be assigned to him by theBoard of Directors or the Chairman of the Board.

The President and the Executive Vice President shall receive suchyearly remuneration as may be fixed by the Board of Directors.

Vice Presidents. The Vice-Presidents shall have such POWNS andshall perform such duties as may from time to time, be assignedto them by the Board of Directors, or by the Chairman of theBoard.

Treasurer. The Treasurer shall have custody of the funds, creditinstruments, and documents of the Corporation and shall furnishbond, conditioned upon the faithful performance of his duties, ina sum to be fixed by the Board of Directors. r Io shall have thefollowing powers and duties:

a) Be responsible [or the collection of all accounts owing to theCorporation;

b) Receive for the Corporation all sums of money or property asmay be due or owing to the Corporation and issue receiptstherefor;

c) Pay all accounts chargeable to the Corporation upon propervouchers and subject to the requirements and restrictions asthe Board may provide;

d) Perform such other duties as the Board of Directors mayassign to him.

Corporate Secretary. The Corporate Secretary shall prepare andkeep the minutes of the meetings of the Board of Directors and ofthe stockholders; the corporate secretary shall have the duty toattend to the correspondence and files of the Corporation; to sign,jointly with the President, all stock certificates; to keep and affixthe corporate seal; to record all transfers of stock and cancellations

SECTION 8~

SECTION 9.

16

thereof; to keep all stock certificates transferred; to keep inalphabetical order a list of all stockholders of the Corporation andtheir residences, and the shares owned by each: and top-crformsuch other duties and responsibilities as may be recommendedby the SEC PSE, Ie, and other government and regu1ato!:y!!gencies.6

Compliance Officer. To ensure adherence to corporate principlesand best practices, the Chairman of the Board shall designate aCompliance Officer. He shall have direct reporting responsibilitiesto the President, ami shall perform the following duties:

a) Monitor compliance with the provisions and requirements ofthe Corporation's Manual on Corporate Governance and suchother government regulatory and reportorial requirements,and identify, monitor, and control compliance risk under theManual on Corporate Governance and such other regulatoryrequirements;

b) Report violation! s of or noncompliance with the Manual onCorporate Governance and other regulatory requirements tothe Board of Directors through the Chairman of the Board;

c) Issue a certification within thirty (30) days after every end of acalendar year on the extent of the Corporation's compliancewith the Manual on Corporate Governance and otherregulatory requirements for the completed year, explainingthe reason/ s of the latter' 5 deviation from the same;

d} Appear before the Securities and Exchange Commission andthe Insurance Commission upon summons on similar mattersthat need to be clarified by the same; and

e) Perform such other duties and resp-onsibilities as may_t!.~recommended byJhe SEe, PSE, IC and othc!..govermnent orregulato!:y agencies?

Temporary lIlness or Absence of an Officer. In case of illness orabsence of any officer of the Corporation other than the Chairmanof the Board or the President, said officer shall temporarily bereplaced by any other officer whom the Board of Directors haspreviously designated.

(,I\~amended b~ the Board of Directors on April :W. 20 J 7.7 As amended by the Board of Directors on April20, 2017.

SECTION ,0.I

l

SECTION 1(

SECTION 2!

SECTION 3\

17

Any act of a director or officer which is not in accordance withthese By-laws or the policies laid down by the Board shall beconsidered his personal act for which said director or officer shallbe held personally liable unless the said act be ratified by theBoard later on.

ARTICLEV

BOARD COMMITTEES

Executive Committee. The Board of Directors may create anExecutive Committee, composed of not less than five (5) membersof the board, to be appointed by the board. Said committee mayact, by majority vote of all its members on such specific matterswithin the competence of the board, as may be designated to it inthe by-laws or on a majority vote of the board, except with respectto (1) approval of any action for which shareholders' approval isalso required; (2) the filling of vacancies in the board; (3) theamendment or repeal of by-laws or the adoption of new by-laws;(4) the amendment or repeal of any resolution of the board whichhy its express terms is not so amenable or repealable; and (5) adistribution of cash dividends to the shareholders.

Board Committees. The Board of Directors shall constitutecomm~ttees to support the effective performance of its functionsand promote good govenlance principles and practices, namely~Audit Committee, Nomination and Compensation Committee,Governance and Related Party Transaction Committee; RiskOversight Committee; Underwriting Committee and Investmentand Budget Committee and such other committees as may b~~quired by the SEe PS'~ Ie, a~ldother government agencies.s

Audit Committee. The Audit Committee shaH be composed ofat least three (3) directors, preferably with accounting andfinance background, and such other qualifications as may berequired under t~plicable rules and regulationspromulgated by the Insurance Commission and the Securitiesand Exchange Commission. At least two members of the AuditCommittee shall be independent directors. The .AuditCommittee should meet at least once even' quarter. Its mainresponsibilitie~_ include: recommend the appointment ofexternal auditors whose report they review; monitor the systemof internal controls and corporate compliance with laws,

x As amended by the Board of Directors on April 20, 2017.

SECTION 4.

SECTION ~.

SECTION 6.I

18

regulations and code of cthicsj serve as a direct channel ofcommunications to the Board for the internal auditors,compliance officers, and the general counse1.9

Nomination and Compensation Committee. Jhe Nominationand Compensation Committee shall be composed of at leastthree (3) members, one of whom shall be an independentdirector. This committee shall review and evaluate thequalifications of all persons nominated to the Board as well asthose nominated to other positions requiring appointment bythe Board and provide assessment on the Board's effectivenessin directing the process of renewing and replacing Boardmembers. It may establish a formal and transparent procedurefor developing a policy on executive remuneration, and forfixing the remuneration packages of corporate officers anddirectors, and provide oversight over remuneration of seniormanagement and other key personne1.10

Governance and Related Partr Transaction Committee. TheGovernance and Related Party Transaction Committee shaHhave at least three (3) Members, all of whom are independentdirectors. It shall assist the Board in performing its oversightwle in the company's compliance with its Manual on CorporateGovernance and the review of material related partytransactions, to obtain reasonable assurance that suchtransactions are conducted on an arm's length basis and that nostakeholder is unduly disadvantaged.l1

Risk Oversight Committee. The Risk Oversight Committee ingeneral shall be composeQ of at least three -1JLmembers,majorilLQf whom should be Independent Directors, includingthe Chairman. The Committee shall assist the Board in thedevelopment and oversight of the company's risk managementprogram.12

SECTlOl'l"~ . Underwriting Committee. The Underwriting Committee shallbe composed of at least three (3) members including theChairman, who shall be appointed by a majority vote of theBoard. The Committee shall assist the Board in the developmentand oversight of the company's underwriting and reinsurancemanagement program.13

" As amended h the Board of Directors on April 20. 201710 I\s amended! by the Board of Directors on April 20. 2017.! I As amended'by the Board of Directors on April 20, 2017.11 As amcndediby the Board of Directors on I\pril 20, 2017.I) As arnendediby the Board of Directors on April 20, 2017.

I

II

SECTION 8f --=-h=.;ol...;.V.=.c.=.s,tmcntand Budget Committee. The Investment and BudgetCommittce shall be composed of at least three (3) membersinc1udin~ the Chairmanl who shall be appointed by a majorityvote of the Board. The Committee is authoriz.ed by the Board toimplement the Company's investment strategy and to mak~specific investments in accordance with the provisions of thcCompany's investment policy.14

SECTION t,

SECTION z,II

SECTION 31

19

ARTICLE VI

INDEPENDENT DIRECTORS

Independent Director. The Corporation shall have at least three(3) independent directors.» 01' such number as shall be requiredunder the applicable rules and regulations of the InsuranceCommission and the Securities and Exchange Conunission. Anindependent director refers to a person other than an officer oremployee of the Corporation, its parent or subsidiaries, or anyother individual having any relationship with the Corporation,which would interfere with the exercise of independent judgmentin carrying out the responsibilities of a director. This means thatapart from the directors' fees and shareholdings, he should beindependent of management and free from any business or otherrelationship which could materially interfere with the exercise ofhis independent judgment.

Qualifications of Independent Director. The qualifications ofall. independent director shall be as provided for under SEeMemorandum Circular No. 2 otherwise known as the Code ofCorporate Governance, the Securities Regulation Code and itsAmended Implementing Rules and Regulations, and such otherrelevant issuances of the Securities and Exchange Commissionand the Insurance Commission.

Disqualifications of Independent Director. The disqualificationsof an independent director shall be as provided {or under SECMemorandum Circular No.2 otherwise known as the Code ofCorporate Governance, the Securities Regulation Code and itsAmended Implementing Rules and Regulations, and such other

I

I-- ---r.----'" As amended by the board ofDirectors on Apn120, 2017.'~As amended by the Board of Directors on April 20, 2017.

I

SECTIONi

SECTION 4

SECTION -4

20

relevant issuances of the Securities and Exchange Commissionand the Insurance Commission.

Termination, Cessation of Independent Director. Thetermination and cessation of an independent director shall begoverned by the provisions of SEe Memorandum Circular No. 2otherwise known as the Code of Corporate Governance, theSecurities Regulation Code and its Amended Implementing Rulesand Regulations, and such other relevant issuances of theSecurities and Exchange Commission and the InsuranceCommission.

ARTICLE VII

SURPLUS, DIVIDENDS, BONUSESAND LIQUIDATION OF THE COMPANY

Surplus, Reserve, etc. The Board may, in its discretion, place allthe profits earned by the Corporation during anyone yeclr onreserve or set the same aside as undivided profits. It may setaside from the surplus profits before the declaration of anydividend such sum or sums as a reserve fund or funds as it, in itsdiscretion, may deem proper for the purpose of meetingcontingencies, equalizing dividends, increasing working capital,maintaining or increasing the property of the Corporation, or anyother purpose it may think conclusive to the best interest of theCorporation.

Dividends. The Board of Directors may declare dividends out ofthe unrestricted retained earnings of the Corporation, which maybe payable in cash, in property, or in stock to all the stockholderson the basis of outstanding stock held by them, Provided, thatany cash dividends due on delinquent stock shall first be appliedto the unpaid balance on the subscription plus costs and expenses,while stock dividends shall be withheld from the delinquentstockholder until his unpaid subscription is fully paid: Providedfurther, that no stock dividend shall be issued without theapproval of stockholders representing not less than two-thirds(2/3) of the outstanding capital stock at a regular or specialmeeting duly called for the purpose. Dividends shall be payable atsuch time as the Board of Directors may decide.

ISECTION 3~

SECTION)

SECTION l~

SECTION 2.

21

Bonuses,_etc. - The Board of Directors H'lay authorize the paymentof annual or semi-annual bonuses or gratuities to deservingofficers and employees of the Corporation and determine theamounts thereof, if in the discretion of the Board the earnings andfinancial standing of the Corporation warrant such payment.Bonuses of directors may be granted subject to the provisions ofSection 30 of the Corporation Code of the Philippines.

Liquidation. Except when otherwise provided by law or directedby competent Government authority, the Board of Directors shallexercise the functions of a board of liquidators at the end of theCorporation's term or if the Corporation has to liquidate (or anyreason, and as such board of liquidators, is authorized andempowered to take all steps, to sign all papers and documentsand to do all acts and things that may be necessary, desirable orconvenient in order to effectuate and carry out the expeditious,economical and orderly liquidation of the assets, affairs andbusiness of the Corporation.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Corporate Seal. The seal of the Corporation shall consist ofconcentric circles on which shall be placed the name of theCorporation and the words "City of Makati" and on the centershall be engraved the words "Incorporated, 1978", and said seal, animpression of which appears on the margin of this page, is herebyadopted as the corporate seal.

Amendment, Repeat Adoption of New By-laws. The Board ofDirectors, by a majority vote thereof, and the owners of at least amajority of the outstanding capital stock, at a regular or specialmeeting duly called for the purpose, may amend or repeal theseBy-laws or adopt new By-laws. The owners of two-thirds (2/3) ofthe outstanding capital stock may delegate to the Board ofDirectors the power to amend or repeal these By-laws, or adoptnew By-laws; Provided, That any power delegated to the Board ofDirectors to amend or repeal these By-laws or adopt new By-lawsshall be considered as revoked whenever the stockholdersowning or representing a majority of the outstanding capital stockshall so vote at a regular or special meeting.

I

I

SECl'ION 3JI

22

Hs~al Year. The Fiscal Year of the Corporation starts on January1st and ends on December 31st of each year, and the books of theCorporation shall be closed on the 31st of December of each year.

IN WI1JNESS WHEREOF, we the stockholders representing at least a majority ofthe subscribtd shares of stocks have hereunto affixed our signatures together with theChairman and. Corporate Secretary this 28th day of June, 1978 in Makati, Metro Manila.

I

(SGD.) FIUIEL M. ALFONSO; Director

(SGD.) BENIGNO V. CUNANANDirector

(SeD.) N~CASIO C. CODirector

(SGD.) RAMON A. DIAZDirector

(SGD.) ARSfNIO S. DIZONDirector

(SGD.) ARISTEO L. LAT, SR.Director

(SeD.) JULI.AN J. LOCSINI Director

(SGD.) ISAURO J. PAGDANGANANDirector

(SGD.) BIENVENrDO L. SAPLALADirector

Attested:

(SeD.) ~ULIAN J. tOCSINChairman

I

(SeD) !SAURO J. PAGDANGANANI Corporate Secretary

II

-- ---:~-:,;-;<DIRECTORS' CERTIFICATEOFAMENDM~;r*__n-":"'-''-'':;''I~j~;\

OF THE AMENDED BY-LAWS '\ ~\}\..:,~'.~.:,~__,_..~~>\ ••••. -,.... ,J_ ._.~'- •.•• --

of,~--'

NATIONAL REINSURANCE CORPORATION OF THE PHILIP IN S,doing business under the name and style of

Philippine National Reinsurance Company; PhilNaRe

KNOW ALLMEN BY THESE PRESENTS:

That we, majority of the members of the Board of Directors of NATIONALREINSURANCE CORPORATION OF THE PHILIPPINES (the "Corporation"), acorporation organized and existing under the laws of the Philippines, with principaloffices at the 31st Floor, BPI-Philamlife Makati, 6811 Ayala Avenue, Makati City,together with the Chairman and Secretary of the regular meeting of the Board ofDirectors held on April 28, 2018 at the principal office of the Corporation,

DO HEREBYCERTIFYTHAT:

1. During the Regular Meeting of the Board of Directors held on April 26, 2018, theBoard of Directors approved the amendment of the title page of the By-Laws ofthe Corporation in order to reflect the adoption of Nat Re as an additionalbusiness name of the Corporation,

2. On June 27, 2012, the stockholders of the Corporation representing at least 2/3 ofthe outstanding capital stock delegated to the Board of Directors of theCorporation the authority to amend the By-Laws of the Corporation. Pursuant tosuch delegated authority, the Directors of the Corporation approved theforegoing amendment to the title page of the By-Laws of the Corporation onApril 26, 2018.

3. A true copy of the Amended By-Laws of National Reinsurance Corporation ofthe Philippines incorporating the above amendment is attached hereto, andincorporated herein with the same force and effect as if herein set out in full.

IN WITNESS WHEREOF, the undersigned Directors, Chairman and Secretaryof National Reinsurance Corporation of the Philippines, have hereunto set their handsthis JUt 0 9 20'18 ' at Makati City.

2

ATTE'~

CE~ P. CONSIN~Chairman of the Board/

Chairman of the Stockholders' MeetingTIN: 902-969-910

A~DALGOPresident / DirectorTIN: 102-888-467

LUI£t~Director

TIN: 135-567-733Director

TIN: 128-029-715

J ~~ABREZAqp. DIrectorTIN: 126-031-326

~~Director

TIN: 127-9 -868

ANTON

Director

TIN: 107-17~

I~lP!!£t DirectorTIN: 113-423-143.s:~~~GCO

DirectorTIN: 106-573-924

ERMI Lr.C"1',"",OU

I Clependent

TIN~

ROMEO L. BERNARDOIndependent DirectorTIN: 124-135-087

Countersigned by:

NOEL A. LAMANCorporate Secretary /Secretary of the Stockholders' MeetingTIN: 104-112-228

3

Republic of the Philippines)Makati City, Metro Manila) S.S.

-~at Ht'Jlty,

Metro Manila, affiants exhibiting to me their competent evidence of identity asIollows:SUBSCRIBED AND SWORN to before me this _J_U_L_O_8_2_0_18---J

Names Competent Evidence of IdentityCEZAR P. CONSING Passport No. EB9284966, issued at Hongkong, on

Octo ber 2, 2013AUGUSTO P. HIDALGO Passport No. P2113821A, issued at DFA-Manila, on

March 3, 2017WILFREDO C. MALDIA Passport No. P2574264A, issued at DFA-Manila, on

April 26, 2017LUIS C. URCIA Passport No. EC3931112, issued at DFA-Manila, on

March 14, 2015JOCELYN DE GUZMAN CABREZA Passport No. EC7154662, issued at DFA-Manila, on

March 19, 2016ANTONIO M. RUBIN Passport No. EC6630887, issued at DFA-Manila, on

January 26, 2016ALANR. LUG A Passport No. EC6880039, issued at DFA-NCR

Northeast, on February 29, 2016RAFAEL G. AYUSTE, JR. Passport No. EC5200636, issued at DFA-Manila, on

September 11, 2015ERMILANDO D. NAPA Passport No. EEC3383138, issued at DFA-Manila,

on February 5, 2015MEDELT. NERA Passport No. P12718624, issued at DFA-Manila, on

December 19, 2016ROMEO L. BERNARDO Passport No. EC5403252, issued at DFA-Manila, on

Septernber20,2015YVONNE S. YUCHENGCO Passport No. P3361877 A, issued at DFA-Manila, on

June 9, 2017JOLICO WU Passport No. EC0653403, issued at DFA-NCR East,

on March 25, 2014NOEL A. LAMAN Passport No. EC1231940, issued at Metro Manila,

on May 27,2014

Doc. No. : 1xS& ;PageNo.:~Book No.: ----1..V~Series of 2018.

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