ARTICLES OF INCORPORATION

OF

ENERGY DEVELOPMENT CORPORATION

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:

ENERGY DEVELOPMENT CORPORATION

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

PRIMARY PURPOSE

To invest in, purchase, or otherwise acquire and own, hold, use, sell,
assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real and
personal property of every kind and description, including shares of stock,
bonds, debentures, notes, evidences of indebtedness and other securities,
contracts or obligations of any corporations, association or associations,
domestic or foreign, for whatever lawful purpose or purposes the same may have
been organized and to pay thereon in whole or in part, in cash or by exchanging
therefor, stocks bonds, or other evidences of indebtedness, personal property,
stocks, bonds, debentures, notes, evidences of indebtedness, or other securities,
contracts or obligations, to receive, collect, and dispose of the interest, dividends,
and income arising from such property and to possess and exercise in respect
thereof all the rights, powers of any stock so owned, without however engaging
in dealership in securities or in stock brokerage business. To aid either by loans
or by guaranty of securities or in any other manner, any corporation, domestic or
foreign, any share of stock, or any bond, debenture, evidence of indebtedness or
other security whereof are held by this corporation or in which it shall have
interest, and to do any act designed to protect, preserve, improve or enhance the
value of any property at any time held or controlled by this corporation or in
which it, at that time, may be interested.
 SECONDARY PURPOSE

1. To purchase, acquire, own, use, hold sell and convey, exchange,

lease, mortgage, and take options to real properties such as lands,
buildings, factories and warehouses and machinery, equipment
and other personal properties as may be necessary or incidental to
the conduct of the corporate business, and to pay in cash, shares of
its capital stock, debentures and other securities, as may be
deemed expedient, for any business or property acquired by the
corporation.

2. To borrow or raise money necessary to meet the financial

requirements of its business by the issuance of bonds, promissory
notes and other evidences of indebtedness, and to secure the
repayment thereof by mortgage, pledge, deed of trust or lien upon
the properties of the corporation or to issue pursuant to law
shares of its capital stock debentures and other evidences of
indebtedness in payment for properties acquired by the
corporation or money borrowed in the prosecution of its lawful
business;

3. To invest and deal with the money and properties of the

corporation in such manner as may from time to time be
considered wise or expedient for the advancement of its interest
and to sell, dispose of or transfer the business, properties and
goodwill of the corporation or any part (thereof for such
consideration and under such terms as it shall see fit to accept;

4. To carry on and manage the general business of any company. In

no case, however, shall the Corporation manage the funds,
securities, portfolios and similar assets of such managed entities.

5. To aid in any manner any corporation, association, or trust estate,

domestic or foreign, or any firm or individual, any shares of stock
in which or any bonds, debentures, notes, securities, evidences of
indebtedness, contracts, or obligations of which are held by or for
this Corporation, directly or indirectly or through other
corporations or otherwise.

6. To enter into lawful arrangement for sharing profits, union of

interest, farmout agreement, reciprocal concession, or corporation,
with any corporation, association, partnership, syndicate, entity,
person or governmental, municipal or public authority, domestic
 or foreign, in the carrying on of any business or transaction
deemed necessary, convenient or incidental to carrying out any of
the purposes of this corporation;

7. To acquire or obtain from any government or authority, national,

provincial, municipal or otherwise, or any corporation, company
or partnership or person, such charter, contracts, franchise,
privileges, exemption, licenses and concessions as may be
conductive to any of the objects of the corporation;

8. To establish and operate one or more branch offices or agencies

and to carry on any or all of its operations and business without
any restrictions as to place or amount including the right to hold,
purchase or otherwise acquire, leases, mortgage, pledge and
convey or otherwise deal and with real and personal property
anywhere within the Philippines;

9. To distribute the surplus profits of the corporation to the

stockholders thereof in cash and in kind, namely, properties of the
corporation, particularly any shares of stock, debentures or
securities of other companies belonging to this corporation; and

10. To conduct and transact any and all lawful business and to do or
cause to be done any one or more of the acts and things herein set
forth as its purposes, within or without the Philippines, and in any
and all foreign counties and to do everything necessary, desirable
or incidental to the accomplishment of the purposes or the
exercise of any one or more of the powers herein enumerated, or
which shall at any time appear conducive to or expedient for the
protection or benefit of this Corporation.

THIRD: That the place where the principal office of the corporation is to
be established or located is at 2nd floor, Southpoint Citywalk Commercial
Complex, Red-V, Maharlika Highway, Ibabang Dupay, Lucena City, 4301.

FOURTH: That the corporation shall have perpetual existence from and
after the date of incorporation.
 FIFTH: That the names, nationalities and residences of the incorporator/s
are as follows:

NAME NATIONALITY RESIDENCE

Jose Maria B. Duhaylongsod Filipino Makati City, Philippines

SIXTH: That the number of director/s of the corporation shall be 6; and

the names, nationalities and residences of the first director/s of the corporation
are as follows:

NAME NATIONALITY RESIDENCE

Jose Maria B. Duhaylongsod Filipino Makati City, Philippines

SEVENTH: That the authorized capital stock of the said corporation is One
Billion Pesos (P 1,000,000,000.00), Philippine currency, and said capital stock is
divided into divided into Five Hundred Million (500,000,000) shares with the
par value of Two Pesos (P 2.00) each.

EIGHT: That the number of shares of the authorized capital stock above-
stated has been subscribed as follows:

NO. OF SHARES AMOUNT

NAME NATIONALITY AMOUNT PAID
SUBSCRIBED SUBSCRIBED
Jose Maria B. P
Filipino 300,000,000 P 100,000,000.00
Duhaylongsod 600,000,000.00

NINTH: That Jose Maria B. Duhaylongsod has been elected by the

subscribers as Treasurer of the Corporation to act as such until his successor is
duly elected and qualified in accordance with the by-laws, and that as Treasurer,
authority has been given to receive in the name and for the benefit of the
corporation all subscriptions or donations paid or given by the subscribers or
members, who certifies the information set forth in the seventh and eight clauses
above., and that 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 the incorporator 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 is
contrary to law, public morals, good customs or public policy.
 ELEVENTH: That no issuance or transfer of shares of stock of the
corporation which would reduce the stock ownership of Filipino Citizens to less
than the required percentage of the outstanding capital stock required by law to
be owned by Filipino citizens. This restriction shall be printed or indicated in all
the certificates of stock to be issued by the corporation.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this 20th day of April 2019 at Lucena City, Philippines.

(Sgd.) JOSE MARIA B. DUHAYLONGSOD