AMENDED ARTICLES OF INCORPORATION OF

PANGASINAN ALLIANCE BANK, Inc.

(As amended by the Board of Director on January 12, 2021 and ratified by

the stock holders on April 10, 2021).

KNOW ALL MEN BY THESE PRESENTS:

THAT WE, all of whom are citizens and residents of the Philippines, have this day voluntarily
associated ourselves together for the purpose of forming a corporation under the laws of the Republic
of the Philippines.

AND WE HEREBY CERTIFY

FIRST - That the name of the corporation shall be

PANGASINAN ALLIANCE BANK Inc.

(As amended by the Board of Director on January 12, 2021 and ratified by

the stock holders on April 10, 2021).

SECOND A) That the purpose for which said corporation is formed are the following:

PRIMARY PURPOSE

a) To carry on and engage in the business of an expanded commercial bank to have and
exercise, subject of the laws of the Philippines, all rights, privileges and attributes of an
expanded commercial bank, and with the approval of the Monetary Board of the Central
Bank to engage and carry on the business of a trust corporation
 b) To issue mortgage and chattel mortgage certificates, buy and sell them for its own
account and for the account of others, to accept and receive them in payment or as
amortizations for its loans, subject to such terms and conditions as may be prescribed by
the Monetary Board:

c) To purchase, acquire, construct, hold, sell, lease, mortgage, exchange, convey or

d) To establish, with approval of the Monetary Board of the central bank of the Philippines,
branches or offices anywhere in the Philippines;

e) To do and perform such acts s are necessary and incident to the purpose for which the
corporation is organized, and such acts as are legally interest to the business of an
expanded commercial bank and consistent with the powers of corporation organized
under the laws of the Republic of the Philippines;

f) With Monetary Board of approval and in the accordance with the Central Bank rules and
regulation, to engage in the trust and fiduciary business, with power to act as trustee or
to administer any trust or to hold property in trust or on deposit for the use or behalf of
others;

SECONDARY PURPOSE
B) That the corporation shall have all the express powers of a corporation as provided for under

Section 36 of the Corporation Code of the Philippines.

THIRD That the place where the principal office of the corporation is to be established is at:
Pangasinan Alliance Bank Inc. Center, Perez Blvd. Dagupan City Philippines

(As amended by the Board of Director on January 12, 2021 and ratified by

the stock holders on April 10, 2021).

FOURTH That the term for which the corporation is to exist is extended for another fifty (50) years
from and after December, 30, 2020
FIFTH The names, nationalities and residences of the incorporators are as follows:

Name Nationality Residence

1. . Hepiga, Daniel R. Filipino Ambonao Calasiao Pangasinan

2. . Bachar, Mel Zeigmond Cloei A. Filipino Tagac Mangatarem Pangasinan

3. Monforte, Mark Justin P. Filipino San Miguel Calasiao, Pangasinan

4. .Alvaro, Jerry Jr. C. Sabangan, Filipino Lingayen, Pangasinan

5. Calado, Lester D. Filipino Mal-ong Anda Pangasinan

6.Romero, Joyzel P. Filipino Bolosan Dagupan City Pangasinan

7. Cruz, Jamby V. Filipino Maronong Sta. Barbara, Pangasinan

8. Gutana, Sheila Mae C. Filipino Maningding Sta. Barbara, Pangasinan

9. Correa, Jamaica A. Filipino Lomboy, Binmaley, Pangasinan

10. .Martin, Lyka J. Filipino Cabilocaan Calasiao Pangasinan

11. Olivar, Wiljean Erica E. Filipino Amallapay Tubao La Union

12. . Justo, Gemini F. Filipino Tamaro, Bayambang Pangasinan

SIXTH That the number of directors of the corporation shall be seven (7), and that the names,
nationalities and residences of the first directors who are to serve until their successors
are elected and qualified as provided by the by-laws are as follows. (As amended l?J the
Board ef Directors and the Stockholders at their respective meetings both held on 16
July 2013)

Name Nationality Residence

1. . Hepiga, Daniel R. Filipino Ambonao Calasiao Pangasinan

2. . Bachar, Mel Zeigmond Cloei A. Filipino Tagac Mangatarem Pangasinan

3. Monforte, Mark Justin P. Filipino San Miguel Calasiao, Pangasinan

4. .Alvaro, Jerry Jr. C. Sabangan, Filipino Lingayen, Pangasinan

5. Calado, Lester D. Filipino Mal-ong Anda Pangasinan

6.Romero, Joyzel P. Filipino Bolosan Dagupan City Pangasinan

7. Cruz, Jamby V. Filipino Maronong Sta. Barbara, Pangasinan

9. Correa, Jamaica A. Filipino Lomboy, Binmaley, Pangasinan

10. .Martin, Lyka J. Filipino Cabilocaan Calasiao Pangasinan

11. Olivar, Wiljean Erica E. Filipino Amallapay Tubao La Union

12. . Justo, Gemini F. Filipino Tamaro, Bayambang Pangasinan

SEVENTH That the authorized capital stock of the corporation is ONE BILLION PESOS

(Pl,000,000,000.00), in lawful money of the Philippines, divided into Seven

Hundred Forty Million (740,000,-000)-common snares with par value of

One Peso (Pt.00) per common share and Two Million Six Hundred

Thousand (2,600,000) preferred shares, with par value of One Hundred

Pesos (Pl00.00) per preferred share. (As amended of the Board of Directors

and the Stockholders at their respective meetings both held on 16 ]uly 2013 )

A.           Features of the Preferred Shares

The preferred shares shall have the following terms and features:
1. The preferred shares shall bear preferential dividends at the fixed per annum
rate of three percent (3%) of the issue price of the preferred shares. No dividend shall be
paid or declared and set apart for payment, or other distribution made in respect of the
common shares unless cash dividends shall have been declared and paid in full to all holders
of the preferred shares.
2. The preferential dividends declared shall be payable quarterly in arrears and in
cash. The dividends on the preferred shares shall be cumulative from and after the issue date
of the preferred shares, whether or not in any period the amount thereof is covered by
available unrestricted retained earnings.
3. In addition to the preferential dividends, the holders of the preferred shares
shall be entitled to participate and share in the retained earnings remaining after payment of
the preferential dividends, at the same rate as the common shares.
4. The preferred shares are redeemable in whole or in part, at the sole option of
the Corporation equal to its issue price plus any accrued and unpaid preferential dividends,
upon notice to the holders of the preferred shares. The preferred shares so redeemed by the
Corporation shall not be considered retired and may be reclassified and re-issued by the
Corporation.
5. In the event of liquidation, dissolution, bankruptcy, or winding up of the affairs
of the Corporation, the holders of the preferred shares shall be entitled to be paid in full or
ratably to the extent that the remaining assets of the Corporation will permit, an amount
 equivalent to all accumulated and unpaid preferential dividends up to the then current
dividend period before any amount may be paid or asset distributed to the holders of
common shares. Thereafter, the holders of the preferred shares shall be entitled to
participate and share with the holders of the common shares in the distribution of the
remaining assets of the Corporation.

6. The holders of preferred shares shall not be entitled to vote except in those
cases expressly provided by law.

B.           Denial of Pre-emptive Right

There shall be no-pre-emptive rights with respect to: (i) shares of stock to be issued, sold or otherwise
disposed of by the Corporation; (ii) the issuance of any class of shares in payment of a previously
contracted debt or equity-linked debt, or shares issued in exchange for property needed for corporate
purposes; (iii) the issuance of shares out of unissued capital stock or from any increase in the authorized
capital stock of the corporation; (iv) re-issuance or disposition of treasury shares; and (v) any other
issuance or disposition of the shares of the Corporation (As amended by the Board of Directors and the
Stockholders at their respective meetings both held on 4 January 2010, and further amended on 16 July
2013')

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