7/28/2019 Increase of Authorized Capital Stock

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ANNEX A

Increase of Authorized Capital Stock

Basic Requirements:

1. Certificate of Increase of Capital Stock2. Treasurers Affidavit certifying the increase of capital stock, the amount

subscribed and the amount received as payment

3. List of stockholders as of the date of the meeting approving the increase,indicating the nationalities of the subscribers and their respective subscribedand paid-up capital on the present authorized capital stock, certified by thecorporate secretary

4. Amended Articles of Incorporation

5. Directors Certificate a notarized document signed by a majority of thedirectors and the corporate secretary, certifying the amendment of the Articlesof Incorporation increasing the authorized capital stock, the votes of thedirectors and the stockholders, and the date and place of the stockholdersmeeting

6. Company Data Maintenance Form

7. Audited financial statements as of the last fiscal year, stamped received by theSEC and the BIR

Additional requirements depending on the kind of payment onsubscription:

a. Cash

1. A report rendered by an independent CPA on the verification of the cashpayment on subscription to the increase

2. Copy of the official receipt, deposit slip, bank statement/passbook

3. Trial balance as of the end of the month immediately preceding the submissionof the requirements, which includes the additional capital infusion, certified bythe company accountant

4. Written waiver of pre-emptive rights by non-subscribing stockholders

Note: Disregard item 1 if payment on subscription is already reflected in the auditedfinancial statements (item 7 of the basic requirements), and said additionalcapital infusion is reflected in the Cash Flow Statement

b. Conversion of advances/liabilities to equity

1. A report rendered by an independent CPA on the verification of the advances tobe converted to equity

2. Detailed schedule of the liabilities to be offset, as of the date of trial balance,certified by the company accountant

3. Trial balance as of the end of the month immediately preceding the submissionof the requirements, which includes the subject advances/liabilities, certified bythe company accountant

4. Deed of Assignment signed by the creditor/subscriber assigning the advances aspayment on his subscription

Note: If subject advances are reflected in the audited financial statements (item 7 ofthe basic requirements), submit a certification from the auditor identifying thecreditors and the amount owed to each, in lieu of item 1

7/28/2019 Increase of Authorized Capital Stock

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ANNEX A

Cash Dividend Declaration

1. Certification, under oath, by the corporate secretary, on the board resolutiondeclaring the cash dividends

2. Audited financial statements as of the last fiscal year, stamped received by theSEC and the BIR

3. Audited financial statements used as the basis for such declaration stampedreceived by the SEC and the BIR (to be submitted also if the basis is other thanitem 2 )

Stock Dividend Declaration

1. Certification, under oath, by the corporate secretary, on the declaration of stockdividends by majority of the directors and the stockholders representing atleast 2/3 of the outstanding capital stock

2. Audited financial statements as of the last fiscal year, stamped received by theSEC and the BIR

3. Audited financial statements used as the basis for such declaration, stampedreceived by the SEC and the BIR ( to be submitted also if the basis is other thanitem 2 )

4. List of stockholders as of the date of meeting approving the declaration, with

the respective subscribed capital stock of each stockholder and with theallocation of the stock dividend, certified by the corporate secretary

5. Analysis of Capital Structure, signed by the treasurer, under oath

6. Company Data Maintenance Form

Property Dividend Declaration

1. Certification, under oath, by the corporate secretary, on the board resolutiondeclaring the property dividends

2. List of stockholders and the allocation of the property dividend, certified by thecorporate secretary

3. Audited financial statements as of the last fiscal year, stamped received by theSEC and the BIR

4. Detailed schedule of the property account appearing in the audited financialstatements

5. Certification by the president that the property is no longer needed in theoperation of the company