Articles of Incorporation

of

JLO ESGUERRA RECRUITMENT AGENCY INC.

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom are residents of
the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of
the Republic of the Philippines;

AND WE HEREBY CERTIFY:

First: That the name of said corporation shall be

JLO ESGUERRA RECRUITMENT AGENCY INC.

Second: That the purpose or purposes for which such corporation is incorporated are:

To engage in the international manning, recruitment, contracting, and ship and crew
management of all types of vessels, including but not limited to container ships, break bulk,
carriers, tagboats, barges, landing craft transport, tankers, yatch, ferries, and such other
floating assets engage in trade, business and non-trade activities;

Provided that the corporation shall not solicit, accept or take investments/placements
from the public neither shall it issue investment contracts.

th
Third: That the principal office of the corporation is located in 17 Floor, Bonifacio One
th
Technology Tower, 30 St. cor. Rizal Drive, Fort Bonifacio Global City, Taguig City, 1635;

Fourth: That the corporation shall have a term of existence of fifty (50) years from the
date of issuance of the certificate of incorporation;

Fifth: That the names, nationalities and residences of the incorporators are as follows:

Name Nationality Residence

JUAN C. DELA CRUZ Philippine, Filipino 192 Mulawin St., Valley Subdivision,
Brgy. Pinagkaisahan, Mandaluyong
City

JUANA C. DELA CRUZ Philippine, Filipino 192 Mulawin St., Valley Subdivision,
Brgy. Pinagkaisahan, Mandaluyong
City
JUANITO C. DELA CRUZ Philippine, Filipino 192 Mulawin St., Valley Subdivision,
 Brgy. Pinagkaisahan, Mandaluyong
City

JUANITA C. DELA CRUZ Philippine, Filipino 192 Mulawin St., Valley Subdivision,
Brgy. Pinagkaisahan, Mandaluyong
City

JUANCHO C. DELA CRUZ Philippine, Filipino 192 Mulawin St., Valley Subdivision,
Brgy. Pinagkaisahan, Mandaluyong
City

Sixth: That the number of directors of the corporation shall be five (5); and the names,
nationalities and residences of the first directors of the corporation are as follows:

Name Nationality Residence

JUAN C. DELA CRUZ Philippine, Filipino 192 Mulawin St., Valley Subdivision,
Brgy. Pinagkaisahan, Mandaluyong
City

JUANA C. DELA CRUZ Philippine, Filipino 192 Mulawin St., Valley Subdivision,
Brgy. Pinagkaisahan, Mandaluyong
City

JUANITO C. DELA CRUZ Philippine, Filipino 192 Mulawin St., Valley Subdivision,
Brgy. Pinagkaisahan, Mandaluyong
City

JUANITA C. DELA CRUZ Philippine, Filipino 192 Mulawin St., Valley Subdivision,
Brgy. Pinagkaisahan, Mandaluyong
City

JUANCHO C. DELA CRUZ Philippine, Filipino 192 Mulawin St., Valley Subdivision,
Brgy. Pinagkaisahan, Mandaluyong
City

Seventh: That the authorized capital stock of the corporation is Ten Million Pesos
(P2,000,000,000.00), divided into:

a. Two Hundred Million (200,000,000) common voting shares with par value of Ten
Pesos (P10.00) per share.

Eighth: That the authorized capital stock above has been subscribed and paid as follows:

Name Nationality Share Type No. of Shares Amount

Subscribed Subscribed
JUAN C. DELA CRUZ Philippine, Common – 20,000,000 P200,000,000.00
Filipino Voting with Par
JUANA C. DELA Philippine, Common – 20,000,000 P200,000,000.00
CRUZ Filipino Voting with Par
 JUANITO C. DELA Philippine, Common – 20,000,000 P200,000,000.00
CRUZ Filipino Voting with Par
JUANITA C. DELA Philippine, Common – 20,000,000 P200,000,000.00
CRUZ Filipino Voting with Par
JUANCHO C. DELA Philippine, Common – 20,000,000 P200,000,000.00
CRUZ Filipino Voting with Par
MARIO A. SANTOS Philippine, Common – 20,000,000 P200,000,000.00
Filipino Voting with Par
MARIA A. SANTOS Philippine, Common – 20,000,000 P200,000,000.00
Filipino Voting with Par
MARIANO A. Philippine, Common – 20,000,000 P200,000,000.00
SANTOS Filipino Voting with Par
MARIANA A. Philippine, Common – 20,000,000 P200,000,000.00
SANTOS Filipino Voting with Par
MARIANE A. Philippine, Common – 20,000,000 P200,000,000.00
SANTOS Filipino Voting with Par
TOTAL 200,000,000 P2,000,000,000.00

Name Share Type Mode of Amount Paid Additional Paid

Payment -in Capital
JUAN C. DELA Common – Cash P200,000,000.00 P0.00
CRUZ Voting with Par
JUANA C. DELA Common – Cash P200,000,000.00 P0.00
CRUZ Voting with Par
JUANITO C. DELA Common – Cash P200,000,000.00 P0.00
CRUZ Voting with Par
JUANITA C. DELA Common – Cash P200,000,000.00 P0.00
CRUZ Voting with Par
JUANCHO C. DELA Common – Cash P200,000,000.00 P0.00
CRUZ Voting with Par
MARIO A. SANTOS Common – Cash P200,000,000.00 P0.00
Voting with Par
MARIA A. SANTOS Common – Cash P200,000,000.00 P0.00
Voting with Par
MARIANO A. Common – Cash P200,000,000.00 P0.00
SANTOS Voting with Par
MARIANA A. Common – Cash P200,000,000.00 P0.00
SANTOS Voting with Par
MARIANE A. Common – Cash P200,000,000.00 P0.00
SANTOS Voting with Par
TOTAL P2,000,000,000.00 P0.00

Ninth: That JUANITO C. DELA CRUZ has been elected by the subscribers as Treasurer of
the Corporation to act as such until after the successor is duly elected and qualified in
accordance with the bylaws, that as Treasurer, authority has been given to receive in the name
and for the benefit of the corporation, all subscriptions, contributions or donations paid or given
by the subscribers or members, who certifies the information set forth in the seventh and eighth
clauses above, and that the paid-up portion of the subscription in cash and/or property for the
benefit and credit of the corporation has been duly received.
 Tenth: That no transfer of stock or interest which will reduce the ownership of Filipino
citizens to less than the required percentage of the capital stock as provided by existing laws
shall be allowed or permitted to be recorded in the proper books of the corporation and this
restriction shall be indicated in all the stock certificates issued by the corporation.

Eleventh: That the incorporators undertake to change the name of the corporation
immediately upon receipt of notice from the Commission that another corporation, partnership
or person has acquired a prior right to the use of such name, that the name has been declared
not distinguishable from a name already registered or reserved for the use of another
corporation, or that it is contrary to law, public morals, good customs or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this

__________ day of ____________, 20________ in the City/Municipality of ___________________,
Province of ______________________, Republic of the Philippines.

NAME TIN SIGNATURE

JUAN C. DELA CRUZ

JUANA C. DELA CRUZ

JUANITO C. DELA CRUZ

JUANITA C. DELA CRUZ

JUANCHO C. DELA CRUZ

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

S.S)
 BEFORE ME, a Notary Public, for and in _____________________, Philippines, this _______
day of ______________, 20___, personally appeared the following persons:

NAME TIN/PASSPORT NO. SIGNATURE

JUAN C. DELA CRUZ

JUANA C. DELA CRUZ

JUANITO C. DELA CRUZ

JUANITA C. DELA CRUZ

JUANCHO C. DELA CRUZ

Known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting of ______ pages, including this page where the
acknowledgement is written, and they acknowledged to me that the same is their free act and
voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC

Doc. No. ___________ ;

Page. No. ___________;
Book. No. ___________;
Series Of ___________.