ARTICLES OF INCORPORATION

OF

DESTINED HOTEL & RESORT CORPORATION

KNOW ALL MEN BY THESE PRESENTS:

THAT WE, all of legal age and residents of the Philippines, have this day voluntarily agreed to form a
stock corporation under the laws of the Republic of the Philippines.

THAT WE HEREBYCERTIFY:

FIRST. The name of said corporation shall be DESTINED HOTEL & RESORT CORPORATION,
hereinafter called the “Corporation”

SECOND. The purpose for which this Corporation is formed is:

PRIMARY PURPOSE

To own, lease, operate or manage one or more hotels, inns or resorts, all adjuncts and accessories thereto,
and any and all other business as may be necessary or desirable in connection therewith; to maintain any and
all services and facilities incident to the foregoing, including but not limited to the operation and maintenance
of restaurants, bars, cafes, barbershops, gift, souvenir and curio shops, boutiques, beauty shops, gyms, golf
courses, tennis and pelota courts, swimming pools, other sports and recreational facilities, automobiles,
buses, motorboats and other vehicles of all kinds; to provide other tourist-oriented services and to do and
perform any and all things for the pleasure, comfort, convenience and amusement of guests in said hotels,
inns or resorts.
AND IN FURTHERANCE OF THE PURPOSE AFORESAID, the Corporation shall have the following
incidental powers:

(a) To acquire by purchase, lease, contract, concession or otherwise within the limits allowed by
law, any and all real personal properties of every kind and description whatsoever which the
Corporation may deem necessary or appropriate in connection with the conduct of any business
in which the Corporation may lawfully engage, and to own, hold, operate, improve, develop,
manage, grant, lease, sell, exchange or otherwise dispose, of the whole or any part thereof
without, however, engaging in the subdivision business;
(b) To borrow or raise money for the purposes of the Corporation, and from time to time without
limit as to amount, to draw, make, accept, endorse, transfer, assign, execute and issue
promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable
and transferrable instrument and evidence of indebtedness, and, for the purpose of securing any
of the obligations or contracts of the Corporation and other third parties, to convey, transfer,
assign, deliver, mortgage or pledge all or any part of the property or assets at any time held or
owned by the Corporation on such terms and conditions as the Board of Directors of the
Corporation or its duly authorized officers or agents shall determine and as may be permitted
by law;
(c) Insofar as may be permitted by law, to purchase, or otherwise acquire the stocks, bonds, and
other securities or evidence of indebtedness of any other corporation, association, firm or entity,
domestic or foreign, and to issue in exchange therefor its own stocks, bonds, or other obligations
or to pay therefor in cash, or otherwise; to hold or own, use, sell, deal in, dispose of, and turn
to account any such stocks, bonds or other securities, and while the owner or holder thereof to
exercise all the rights and powers of ownership, including the right to vote thereon for any
purpose;
(d) Insofar as may be permitted by law, to do any acts or things necessary or useful for the
protection, development, improvement or operation of any person, corporation, association,
firm or entity in or with which the Corporation has an interest of any kind, whether as
stockholder or manager;
(e) To purchase, hold, cancel, re-issue, sell, exchange, transfer or otherwise deal in shares of its
own capital stock, bonds, or other obligations from time to time to such an extent and in such
 manner and upon such terms as its Board of Directors shall determine; provided that the
Corporation shall not use its funds or property for the purchase of its own shares of capital stock
when such use would cause any impairment of its capital stock, except to the extent permitted
by law;
(f) To merge, consolidate, combine or amalgamate with any corporation, firm, association or entity
heretofore or hereafter created in such manner as may be permitted by law;
(g) To acquire, take over, hold and control all or any part of the business, goodwill, property and
other assets, and to assume or undertake the whole or any part of the liabilities and obligations
of any person, firm, association or corporation, whether domestic or foreign, and whether a
going concern or not, engaging in or previously engaged in a business which the Corporation
is or may be authorized to carry on or which may be appropriate or suitable for any or all of the
purposes of the Corporation, and to pay for the same in cash or in stocks, bonds or securities of
the Corporation or otherwise, and to hold, manage, operate, conduct and dispose of, in any
manner, the whole or part of any such acquisitions, and to exercise all the powers necessary or
convenient for the conduct and management thereof;
(h) Within the limits prescribed by law, to organize or cause to be organized under the laws of the
Republic of the Philippines or any other state, territory, nation, province or government,
corporations, associations, firms or entities for the purpose of accomplishing any or all of the
objects for which the Corporation is organized, and to dissolve, wind up, liquidated, merge,
consolidate, combine or amalgamate any such corporation or corporations, association, firms
or entities, or to cause the same to be dissolved, wound up liquidated, merged, consolidated,
combined or amalgamated;
(i) To carry out the above-mentioned purposes as principal, agent, factor, licensee, concessionaire,
contractor or otherwise, either alone or in conjunction with any other person, firm, association,
corporation or entity, whether government or private;
(j) To enter into contracts and arrangements of every kind and description for any lawful purpose
with any person, firm, association, corporation, municipality, body politic, county, territory,
province, state government or dependency thereof, obtain from any government or authority
any rights, privileges, contracts and concessions which the Corporation may deem desirable to
obtain, carry out, perform or comply with such contracts or arrangements and exercise any such
rights, privileges and concessions; and
(k) To do and perform all acts and things necessary, suitable or proper for the accomplishment of
the purpose herein above stated or which shall at any time appear conducive to the protection
or benefit of the Corporation, including the exercise of the powers, authorities and attributes
conferred upon corporations organized under the laws of the Republic of the Philippines in
general and upon domestic corporations of like nature in particular.

THIRD. That the place where the principal office of the corporation is to be established is at:

5th Floor, DHR Building, No. 1212 Destined St., Brgy. San Antonio, Pila, Laguna, 4010, Philippines

FOURTH. That the term for which the corporation is to exist is fifty (50) years from and after the date of
issuance of the certificate of incorporation.

FIFTH. The names, nationalities and residences of the incorporators of the Corporation are as follows:

Name Nationality Residence

JOVALYN M. MIANO Filipino 6 Banaba St., South Forbes, Makati City

KID BERNABE C. # 15-02 Sovereign, 99 Meyer Road, Singapore

Filipino
ABAY-ABAY 437920

LINSAY ROSE D.
Filipino 9 Banaba Circle, Forbes Park, Makati City
OCERA

GLESSA ROSE A. 16-C Mahiyain St., Teacher's Village West, Quezon

Filipino
JANOLINO City

LLOYD MORGAN 104 Havana Street, Pasig Greenpark Village Pasig

Filipino
PERLEZ City
SIXTH. That the number of directors of the corporation shall be five (5), 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.

Name Nationality Residence

JOVALYN M. MIANO Filipino 6 Banaba St., South Forbes, Makati City

KID BERNABE C.
Filipino # 15-02 Sovereign, 99 Meyer Road, Singapore 437920
ABAY-ABAY

LINSAY ROSE D.
Filipino 9 Banaba Circle, Forbes Park, Makati City
OCERA

GLESSA ROSE A. 16-C Mahiyain St., Teacher's Village West, Quezon

Filipino
JANOLINO City

LLOYD MORGAN 104 Havana Street, Pasig Greenpark Village Pasig

Filipino
PERLEZ City

SEVENTH. That the authorized capital stock of the corporation is ONE MILLION PESOS
(Pl,000,000.00), in lawful money of the Philippines, divided into one million (P1,000,00.00) shares of the
par value of one peso (P 1.00) per share.

A. Shares of stock of the Corporation shall be subscribed, issued and transferred, and the rights in
respect thereof shall be exercised, subject to the following conditions and restrictions.

1. Ownership by Nationality – That no transfer of shares of stock or interest which will reduce the
ownership of Filipino citizens to less than the required percentage of the capital stock shall be
allowed or permitted to be recorded in the proper books, and this restriction shall be printed or
indicated on all the stock certificates to be issued by the Corporation.
2. Certain Preferential Rights to Stockholders – Each stockholder shall have the following
preferential rights in respect of (i) all issues of shares of stock of the Corporation, (ii) any sale,
transfer or assignment of shares of stock of the Corporation by any stockholder, and (iii) any
foreclosure sale or sales after attachment or execution of judgment involving shares of stock of
the Corporation, set forth below;

(a) Preemptive Right – Each stockholder shall be entitled at all times to preemptive rights in respect
of all issues of the capital stock of the Corporation, whether such issues are to be made out of
present authorized capital stock or out of a proposed increase of authorized capital stock or from
treasury.
(b) Right of First Refusal – In the event any stockholder, including pledgees and holders of any
interest in such stock, (hereinafter referred to as the “Offeror”) desires to transfer or sell any such
stock to third parties, (hereinafter referred to as the “Offered Stock”), the Offeror shall give a right
of first refusal to the Corporation and to all the other stockholders of record thereof to acquire or
purchase the Offered Stock in accordance with the procedure set forth below.
The Offeror shall transmit to the Secretary of the Corporation by personal delivery or
registered mail a written offer to transfer or sell the Offered Stock specifying therein the number
of shares to be transferred or sold, the consideration or price per share, and the terms and
conditions of transfer or sale. Within forty-eight (48) hours after receipt of such notice, the
Secretary shall transmit by personal delivery or, in the case of stockholders residing outside the
Philippines, by the most expeditious available mail or messenger service, a copy of such offer to
each stockholder of record at his address on the books of the Corporation and, at the appropriate
time, shall notify each such stockholder of the expiry date of the Corporation’s Option Period and
of the Stockholders’ Option Period (as these terms are defined below).
The Corporation shall then have the first option to purchase all (but not a portion only) of
the Offered Stock under the terms of the Offeror’s written offer. If the Corporation declines of
fails to accept or does not purchase all the Offered Stock within thirty (30) days (the
“Corporation’s Option Period”) from the date of receipt by the Secretary of the written offer of
the Oferror, the Corporation shall be deemed to have refused the same and to have waived its
option to acquire the Offered Stock.
Each stockholder of record of the Corporation shall be entitled, up to the limit allowed by
applicable provision of Philippine law or regulation, to purchase such proportion of the Offered
 Stock as the number of shares of stock which he holds bears to the total number of outstanding
stock (excluding the Offered Stock) of the Corporation, and may, in addition, offer to purchase
any portion of the Offered Stock not taken up by any stockholder pursuant to the option herein
given (the “Unsubscribed Shares”). If the total number of shares which the other stockholders
wish to acquire exceeds the actual number of Unsubscribed Shares available to be purchased, each
such stockholder offering to purchase Unsubscribed Shares shall be entitled to purchase such
proportion of the actual number of Unsubscribed Shares as the number of shares of stock which
he holds prior to the exercise of his of his option bears to the actual number of Unsubscribed
Shares available to be purchased. The stockholders’ right of first refusal and right to purchase
additional Unsubscribed Shares provided herein shall be effective for a period of thirty (30) days
(the “Stockholders’ Option Period”) from the date the Corporation declines the offer, or, from the
expiration of the Corporation’s Option Period, whichever is earlier, as such date is notified to each
stockholder by the Secretary of the Corporation as provided in the second paragraph of this
subparagraph A.2 (b) above, or, in the case of a stockholder requiring prior governmental or
regulatory approval in connection with the exercise of such rights, such longer period as may be
necessary to obtain such approval.
Any shares of Offered Stock not acquired by the Corporation or the other stockholders of
record within the applicable Option Period may be transferred or sold by the Offeror to any person
at not less than the price and on the same terms and conditions as those contained in the Offeror’s
original written Offer. If the Offeror shall then be unable to sell any shares of the Offered Stock
at the price and on the terms and conditions specified in the original offer, and if he should desire
to sell at a lower price or under amended terms and conditions, the Offeror shall re-offer such
shares first, to the Corporation and second, to the other stockholders of the Corporation, in the
manner above prescribed, at such lower price or under such amended terms and conditions, and
any shares not purchased pursuant to such re-offer within thirty (30) days from the date of receipt
by the Corporation, through the Secretary Corporation, of the notice of re-offer or, in the case of
any stockholder requiring prior governmental or regulatory approval in connection with the
exercise of such right, within such longer period as may be necessary to obtain such approval,
may be sold within one (1) year from the date of such re-offer at such lower price and upon such
altered terms and conditions.
The provisions of this subparagraph A.2 (b) shall not apply to the transfer, after the expiry
of the redemption period provided in the succeeding subparagraph A.2 (c) of shares of stock to
any pledgee or other holder of a security interest or to a judgment creditor who has purchased the
same at a foreclosure sale or sale after attachment or an execution of judgment.
(c) Right of Redemption – In cases of foreclosure sales or sales after attachment or an execution of
judgment, involving shares of stock of the Corporation, each

EIGHTH. That at least 25% of the authorized capital stock has been subscribed and at least 25%
of the total subscription has been paid as follows:

Amount
Name Citizenship Subscribed Amount Paid
Subscribed

JOVALYN M. MIANO Filipino 998,000 P99,800,000.00 P24,950,000.00

KID BERNABE C. ABAY-ABAYFilipino 998,000 99,800,000.00 24,950,000.00

LINSAY ROSE D. OCERA Cayman 498,000 49,800,000.00 12,450,000.00

GLESSA ROSE A. JANOLINO Filipino 2,000 200,000.00 50,000.00

LLOYD MORGAN PERLEZ Filipino 2,000 200,000.00 50,000.00

Rhogel S. Gandingco Filipino 2,000 200,000.00 50,000.00

TOTAL 2,500,000 250,000,000.00 62,500,000.00

NINTH. No transfer of stock or interest which would reduce the stock 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 corporation and this restriction shall be indicated in the
stock certificates issued by the corporation.

In connection with the corporation's initial listing by way of introduction on the Philippine Stock
Exchange ("PSE") of the corporation's 490.196,200 common shares (the "Subject Shares"), the corporation
. shall comply with the following lock-up requirements prescribed by the rules and regulations of the PSE,
subject to any waiver or exemption that may be granted by the PSE in respect of such lock-up
requirements.

(a) The corporation shall cause its existing stockholders who own an equivalent of at least ten
percent (10%)of the issued and outstanding shares of stock of the corporation refrain from selling,
assigning or in any manner disposing of their shares for a period of!

i. one hundred eighty (180)days after the listing of the Subject Shares if the corporation the
track record requirements in Article III Part D Section1 of the PSE Revised Listing Rules; or
ii. three hundred sixty-five(365)days after listing of the Subject Shares if the corporation is
exempt from the track record and operating history requirements of the PSE Revised Listing Rules.

(b) If there is any issuance or transfer of shares (i.e., private placements, asset for shares swap
or a similar transaction) or instruments which lead to issuance of shares (i.e., convertible bonds, warrants or
a similar instrument) done and fully paid for within one hundred eighty (180)days prior to the listing date,
and the transaction price is lower than the listing price, all shares availed of shall be subject to a lock-up
period of at least three hundred sixty five (365) days from full payment of the aforesaid shares. (As
amended by the Board of Directors and the Stockholders at their respective meetings both held on 17
October 2013)

TENTH. That RHOGEL S. GANDINGCO has been elected by the subscribers as Treasurer of the
corporation to act as such until her successor is duly elected and qualified in accordance with the by-laws;
and that, as such Treasurer, he has been authorized to receive for and in the name and for the benefit of the
corporation, all subscriptions paid in by the subscribers.

ELEVENTH. That the corporation manifests its willingness to change its corporate name in the event
another person, firm or entity has acquired a prior right to use the said firm name or one deceptively or
confusingly similar to it.

IN WITNESS WHEREOF, the parties hereto have signed these presents this 22nd day of March 2019 at
Pila, Laguna, 4010, Philippines.

JOVALYN M. MIANO KID BERNABE C. ABAY-ABAY

LINSAY ROSE D. OCERA GLESSA ROSE A. JANOLINO

LLOYD MORGAN PERLEZ