ARTICLES OF INCORPORATION OF

THE FOUNTAIN PEN PUBLISHING CORPORATION

KNOWN ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all of legal age and a 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 THE FOUNTAIN PEN
PUBLISHING CORPORATION;
SECOND: That the purposes for which said corporation is formed are:
A. PRIMARY PURPOSES
(1) To engage in the business of acquiring, printing, publishing,
and circulating or otherwise dealing with the publication of books and
magazines; to carry on if and when it shall deem desirable the trade or
business of general printers, lithographers, engravers and advertising
agents; to build, construct, erect, purchase, hire or otherwise acquire
or provide any buildings, offices, workshops, plant and machinery or
other things necessary or useful for the purpose of carrying out the
objects of the company.
(2) To carry on the business of printers, stationers, booksellers,
binders, stereotypers, die sinkers, electrotypers, book paper, envelope
and ink manufacturers, engravers and publishers.
B. SECONDARY PURPOSES
(1) To purchase, acquire, hold, improve, sell, convey, assign,
release, mortgage, encumber, lease, and deal in real, personal and
mixed property of every name and nature; to lend money and take
security for the payment of sums due the corporation, and to assign
and release such security, bonds, debentures, obligations and
evidences of indebtedness of all kinds, whether secured by mortgage,
pledge, or otherwise, and generally to make and perform agreements
and contracts of every kind and description to the same extent as
natural persons might or could do, and to borrow money in the name of
the corporation and to execute notes, whether secured or unsecured
bonds, debentures, obligations, security agreements and evidences of
indebtedness of any kind or nature whatsoever.
C. 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 principal office of the corporation is to be located at Suites

1901 to 1903, Tower II, World Trade Center, Makati City, Metro Manila,
Philippines.
FOURTH: That the term for which said corporation is to exist is FIFTY (50)
years from and after the date of issuance of the certificate of the
incorporation;
FIFTH: That the names, nationalities, and residences of the incorporators of
the corporation are as follows:
NAME

NATIONALITY

Georgiavi Irah F. Talamayan

Filipino

John Ian Russell M. Krueger

Filipino

Franchesca M. Tria

Australian

Sharlene T. Alvarez

British

Opalleen P. Flores

Filipino

RESIDENCE
Unit 1209, HP Towers,
Salcedo Village, Makati
City, Philippines
Unit 1212, HP Towers,
Salcedo Village, Makati
City, Philippines
1521-A, MDC
Residences, Victoria,
Melbourne, Australia
Corner Oak and Maple
St., Forbes Park, Makati
City, Philippines
25th Floor, ELAN Tower,
Greenhills, San Juan,
Metro Manila,
Philippines

SIXTH: That the number of directors of the corporation shall be SEVEN (7);
and the names, nationalities, and residences of the first directors of the
corporation are as follows:
NAME

NATIONALITY

Georgiavi Irah F. Talamayan

Filipino

John Ian Russell M. Krueger

Filipino

Franchesca M. Tria

Australian

Sharlene T. Alvarez

British

Opalleen P. Flores

Filipino

Mauro M. Muoz III

Filipino

Krizia Ann A. Palaroan

Filipino

RESIDENCE
Unit 1209, HP Towers,
Salcedo Village, Makati
City, Philippines
Unit 1212, HP Towers,
Salcedo Village, Makati
City, Philippines
1521-A, MDC
Residences, Victoria,
Melbourne, Australia
Corner Oak and Maple
St., Forbes Park, Makati
City, Philippines
th
25 Floor, ELAN Tower,
Greenhills, San Juan,
Metro Manila,
Philippines
23 Sherwood Avenue,
Forbes Park, Makati City,
Philippines
1312-A, Rockwell Tower,
Alabang, Metro Manila,

Philippines
SEVENTH: That the authorized capital stock of the corporation is ONE
HUNDRED MILLION PESOS (Php 100,000,000.00) in lawful money of the
Philippines, divided into FIFTY THOUSAND shares with the par value of
TWO THOUSAND PESOS (Php 2,000.00) per share.

EIGHTH: That at least twenty-five percent (25%) of the authorized capital

stock above stated has been subscribed as follows:
NAME OF
SUBSCRIBER

NATIONALIT
Y

Georgiavi Irah F.
Talamayan
John Ian Russell M.
Krueger

NO. OF
SHARES
SUBSCRIBED

Filipino

15,000-

Filipino

10,000-

Franchesca M. Tria

Australian

5,000-

Mauro M. Muoz III

Filipino

5,000-

Sharlene T. Alvarez

British

1,000-

TOTAL:

36,000-

AMOUNT
SUBSCRIBED
Php
30,000,000.00
Php
20,000,000.00
Php
10,000,000.00
Php
10,000,000.00
Php
2,000,000.00
PHP
72,000,000.00

NINTH: That the above-named subscribers have paid at least twenty-five

percent (25%) of the total subscription as follows:
NAME OF SUBSCRIBER
Georgiavi Irah F. Talamayan
John Ian Russell M. Krueger
Franchesca M. Tria
Mauro M. Muoz III
Sharlene T. Alvarez

AMOUNT
SUBSCRIBED
Php 30,000,000.00
Php 20,000,000.00
Php 10,000,000.00
Php 10,000,000.00
Php 2,000,000.00
TOTAL:

TOTAL PAID-IN
Php 25,000,000.00
Php 15,000,000.00
Php 10,000,000.00
Php 10,000,000.00
Php 1,500,000.00
Php
61,500,000.00

TENTH: That MAURO M. MUOZ III 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 such Treasurer, he
has been authorized to receive for and in the name and for the benefit of the
corporation, all subscriptions paid or given by the subscribers or members.
IN WITNESS WHEREOF, we have hereunto signed these Articles of
Incorporation, this 23rd day of March 2015 in the City of Makati, Metro Manila,
Republic of the Philippines.

Georgiavi Irah F. Talamayan

John Ian Russell M. Krueger

Franchesca M. Tria

Sharlene T. Alvarez

______________________________________________
Opalleen P. Flores
SIGNED IN THE PRESENCE OF:
______________________________________ ______________________________________
____
_______
STEVE ROLAND R. TECSON
CRISSA ANGELICA ERESO
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MAKATI
METRO MANILA

) S.S.
)

BEFORE ME, a Notary Public, in and for the City of Makati and Metro
Manila, personally appeared:
NAME

PASSPORT NO.

Georgiavi Irah F. Talamayan

EB9022932

John Ian Russell M. Krueger

EB1012789

Franchesca M. Tria
Mauro M. Muoz III

AX512876E
EB6235221

Sharlene T. Alvarez

GB5433899

ISSUED AT AND VALID

UNTIL
Makati City/12 April
2019
Baguio City/09 October
2018
Melbourne/16 July 2018
Baguio City/16 March
2019
London/22 September
2018

all known to me and to me known to be the same persons whose

names are subscribed and executed the within instrument and each of them
acknowledged to me that he or she freely and voluntarily executed the
same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my

official seal this 23rd day of March 2015, City of Makati, Metro Manila,
Philippines.

ATTY. LEAN PAOLO SALVOSA

Notary Public
Until 31 December 2016
Roll No. 101234
IBP Lifetime No. 8745623
PTR No. 1018889/Makati City/15 January 2015
MCLE Compliance No. 567489/Makati City/15 January 2015

Doc. No. 15;

Page No. 23;
Book No. XIX;
Series of 2015.

TREASURERS AFFIDAVIT
REPUBLIC OF THE PHILIPPINES)
CITY OF MAKATI
METRO MANILA

) S.S.
)

I, MAURO M. MUOZ III, being duly sworn, depose and say:

That I have been duly elected by the subscribers of the corporation as
Treasurer thereof, to act as such until my successor has been duly elected
and qualified in accordance with the by-laws of the corporation, and that as
such Treasurer, I hereby certify under oath that at least twenty-five percent
(25%) of the authorized capital stock of the corporation has been subscribed
and at least twenty-five percent (25%) of the total subscription has been paid
and received by me, in cash for the benefit and credit of the Corporation.
This is also to authorize the Securities and Exchange Commission and
the Bangko Sentral ng Pilipinas to examine and verify the deposit in the Bank
of the Philippine Islands, in my name as treasurer in trust for The
Fountain Pen Publishing Corporation, in the amount of SIXTY-ONE
MILLION FIVE HUNDRED THOUSAND PESOS (Php 61,500,000.00),
representing the paid up capital of the corporation which is in the process of
incorporation. This authority is valid and inspection of said deposit may be
made even after the issuance of the Certificate of Incorporation to the
Corporation. Should the deposit be transferred to another bank prior to or
after incorporation, this will serve as authority to verify and examine the
same. The representative of the Securities and Exchange Commission is also
authorized to examine the pertinent books and records of accounts of the

corporation as well as all supporting papers to determine the utilization and

disbursement of the paid up capital.
In case the said paid up capital is not deposited or withdrawn prior to
the approval of the Articles of the Incorporation, I, on behalf of the abovenamed corporation, waive our right to a notice and hearing in the revocation
of our Certificate of Incorporation.

____________________________________
MAURO M. MUOZ III
Treasurer
SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City of
Makati, Metro Manila, this 23rd day of March 2015; by MAURO M. MUOZ III, with
Residence Certificate No. A10162009 issued at Makati City on 01 October 2012.

ATTY. LEAN PAOLO SALVOSA

Notary Public
Until 31 December 2016
Roll No. 101234
IBP Lifetime No. 8745623
PTR No. 1018889/Makati City/15 January 2015
MCLE Compliance No. 567489/Makati City/15 January 2015

Doc. No. 16;

Page No. 24;
Book No. XIX;
Series of 2015.