Articles of Incorporation
of
VERONESE HOLDINGS, 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
VERONESE HOLDINGS, INC.
Second: That the purpose or purposes for which such corporation is
incorporated are:
To invest in, purchase, or otherwise acquire and own, hold, use,
develop, lease, sell, assign, transfer, mortgage, pledge, exchange, operate,
enjoy or otherwise dispose of, as may be permitted by law, all properties of
every kind, nature and description and wherever situated, including but not
limited to real estate, whether improved or unimproved, agricultural and
natural resource projects, buildings, warehouses, factories, industrial
complexes and facilities; shares of stock, subscriptions, bonds, warranties,
debentures, notes, evidences of indebtedness, and other securities or
obligations of any corporation or corporations, association or associations,
domestic or foreign, for whatever lawful purpose or purposes the same may
have been organized and to pay therefor in money or by exchanging therefor
stocks, bonds, or other evidences of indebtedness or securities of this or any
other corporation, and while the owner or holder of any such real or personal
property, stocks, subscriptions, bonds, debentures, contracts, or obligations,
to receive, collect, and dispose of interest, dividends, and income arising
from such property; and to possess and exercise in respect thereof all the
rights, powers, and privileges of ownership, including all voting powers of
any stock so owned; Provided that the Corporation shall not engage in the
business of an Open End Investment Company as defined in the Investment
Company Act (R.A. 2629), without first complying with the provisions of the
Revised Securities Act nor engage as stockbrokerage business; dealership of
securities and investment taking activities from public investors.;
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Provided that the corporation shall not solicit, accept or take
investments/placements from the public neither shall it issue investment
contracts.
Third: That the principal office of the corporation is located in 2704 East
Tower Tektite Building, Exchange Road, Ortigas Center, Pasig City, Second District, National
Capital Region, 1605;
Fourth: That the corporation shall have perpetual existence;
Fifth: That the names, nationalities and residences of the incorporators are as
follows:
Name Nationality Residence
PAOLO VERONE Philippine, Filipino 25 GV Midland Park Condominium
Ortigas Avenue, Greenhills, San
Juan City, Second District, National
Capital Region (NCR), 1500
LEONARDO DA VINCI Philippine, Filipino Unit III-A, Avalon Condominium,
Ortigas Avenue, Greenhills, San
Juan City, Second District, National
Capital Region (NCR), 1500
MARY CASATT Philippine, Filipino 25 GV Midland Park Condominium
VERONESE Ortigas Avenue, Greenhills, San
Juan City, Second District, National
Capital Region (NCR), 1500
Sixth: That the number of directors of the corporation shall be three (3); and the
names, nationalities and residences of the first directors of the corporation are as
follows:
Name Nationality Residence
PAOLO VERONE Philippine, Filipino 25 GV Midland Park Condominium
Ortigas Avenue, Greenhills, San
Juan City, Second District, National
Capital Region (NCR), 1500
LEONARDO DA VINCI Philippine, Filipino Unit III-A, Avalon Condominium,
Ortigas Avenue, Greenhills, San
Juan City, Second District, National
Capital Region (NCR), 1500
MARY CASATT Philippine, Filipino 25 GV Midland Park Condominium
VERONESE Ortigas Avenue, Greenhills, San
Juan City, Second District, National
Capital Region (NCR), 1500
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Seventh: That the authorized capital stock of the corporation is Five Million
Pesos (P5,000,000.00), divided into:
a. Five Million (5,000,000) common voting shares with par value of One Peso
(P1.00) per share.
Eighth: That the authorized capital stock above has been subscribed and paid
as follows:
Share No. of Shares Amount
Name Nationality
Type Subscribed Subscribed
PAOLO VERONE Philippine, Common - 500,000 500,000.00
Filipino Voting -
with Par
LEONARDO DA VINCI Philippine, Common - 500,000 500,000.00
Filipino Voting -
with Par
MARY CASATT Philippine, Common - 250,000 250,000.00
VERONESE Filipino Voting -
with Par
TOTAL 1,250,000.00 P1,250,000.00
Addt'l
Share Mode of
Name Amount Paid Paid-in
Type Payment
Capital
PAOLO VERONE Common - Voting -
Cash 125,000.00 P0.00
with Par
LEONARDO DA VINCI Common - Voting -
Cash 125,000.00 P0.00
with Par
MARY CASATT Common - Voting -
Cash 62,500.00 P0.00
VERONESE with Par
TOTAL 312,500.00 P0.00
Ninth: That MARY CASATT VERONESE 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.
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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
PAOLO VERONE 218-666-227-000
LEONARDO DA VINCI 219-025-393-000
MARY CASATT VERONESE 220-034-353-000
Treasurer
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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. Date and Place Issued
PAOLO VERONE
LEONARDO DA VINCI
MARY CASATT VERONESE
Treasurer
known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting of 5 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
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