PLAN OF MERGER

This Plan of Merger is executed this 10th of November 2023, at Quezon City to be implemented

by and between:

WAYNE ENTERPRISES, INC., a domestic corporation duly organized and validly existing by

virtue of the laws of the Republic of the Philippines, with principal office address at 1939 Batcave

Building, Visayas Avenue, Quezon City, Metro Manila represented herein by its President, Bruce

Arkham Wayne (hereinafter “WAYNE”)

And

STARK INDUSTRIES, INC., a domestic corporation duly organized and existing by virtue of the

laws of the Republic of the Philippines, with principal office address at Avengers Tower, Pasig

City, Metro Manila represented by its President, Anthony Edward Stark (hereinafter “STARK
INDUSTRIES”)

WITNESSETH: That -

WHEREAS, the respective Boards of Directors of the Parties deemed it prudent and in the best

interest of each bank and its respective stockholders that WAYNE and STARK engage in a

business combination in order to advance their long-term strategic business interest;

WHEREAS, the respective Boards of Directors of the Parties have determined that the business

combination of WAYNE and STARK shall be effected through a merger, which merger (the

“Merger”) is in furtherance of and consistent with their respective business strategies and is in the

best interest of their respective stockholders;

NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties have mutually

agreed and hereby agree to accomplish the Merger as follows:

ARTICLE I

MERGER OF THE PARTIES

1. Subject to the terms and conditions of this Plan of Merger and on the Effective Date (as

hereinafter defined), the Parties agree to merge in accordance with Sections 75 to 79 of the

Revised Corporation Code and Section 40(C)(2) of the Tax Code, with WAYNE as the

surviving corporation and STARK as the absorbed corporation.

2. The Merger shall become effective upon the later of: (a) the issuance of the Securities and
Exchange Commission (the “SEC”) of the Certificate of Merger or (b) 01 January 2022,

subject to compliance with Article I, Section 4 of this Plan of Merger.

3. At and after the Effective Date, all of the legal consequences set forth in Section 79 of the

Revised Corporation Code and those provided in this Plan, shall take effect with respect to

the merger, including the following:

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a. WAYNE and STARK shall become a single corporation, with WAYNE as the surviving

corporation. The separate corporate personality of STARK shall cease to exist;

b. WAYNE shall continue to possess all its rights, privileges, attributes, immunities,

franchises, and powers and shall continue to be subject to all its duties and liabilities,

as those existing immediately prior to the merger;

c. All the rights, privileges, immunities, franchises, and powers of STARK shall be

deemed transferred to and possessed by WAYNE, in addition to those originally

belonging to WAYNE;

d. All the assets and and properties of STARK, real or personal, tangible or intangible,

and all receivables due on whatever account, including subscription to shares and

choses in action, and all and every other interest of, belonging to, or due to STARK

shall be deemed transferred to STARK without further act or deed; and

e. All liabilities and obligations of STARK as of the Effective Date shall be transferred to

and become the liabilities and obligations of WAYNE in the same manner as if

WAYNE has itself incurred such liabilities and obligations, and in order that the rights

and interest of creditors of STARK or liens upon the property of STARK shall not be

impaired by the merger.

4. The effectivity of this Plan shall be subject to the approval of the Securities and Exchange
Commission (the “SEC”).

5. The Parties may file an application with the Bureau of Internal Revenue for the issuance of

a ruling that the Merger qualifies as a tax-free merger and Section 40(C)(2) of the National

Internal Revenue Code of 1997, as amended.

ARTICLE II

EXCHANGE OF SHARES

1. As of the Effective Date, STARK shall transfer all its assets and liabilities to WAYNE to

implement an ordinary merger treated as such under Title IX of the Revised Corporation

Code and Section 40(c)(2) in relation to Section 40(C)(6)(b) of the National Internal

Revenue Code. WAYNE shall issue common shares as determined under Clause 2 hereof

in exchange for such assets and liabilities of STARK.

2. The procedure of determining the number of WAYNE common shares that will be issued

pursuant to the merger shall be as follows:

a. The number of WAYNE common shares that will be issued pursuant to the Merger

shall be determined using the Net Asset Value (“NAV”) of the STARK as of 31

December 2022 as reflected in its Audited Financial Statements and WAYNE’s share

price as of 29 December 2020 as follows:

STARK NAV as of 31 December 2020

WAYNE Shares to be issued: WAYNE Share Price as of 29 December 2020

(Php. 81.35)

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b. Any fractional shares resulting from the application of the formula provided in Article

II, Section 2(a) above shall be disregarded and rounded down to the nearest whole

number of WAYNE common shares.

account will be recognized for the newly issued WAYNE common shares.

4. Any excess in the value of the net assets of STARK acquired by WAYNE over the par value

of the WAYNE common shares issued in accordance with Article II, Section 2 above shall be

treated as additional paid-in capital in the books of WAYNE after the merger.

5. The results of operation and any change in the assets and liabilities of STARK from 01

January 2021 shall not affect the determination of the number of WAYNE common shares

that will be issued pursuant to the merger, and adjustments shall not be made in the NAV

per share and share price after 31 December 2020. Any net income earned by STARK from

1 January 2021 until the Effective Date shall be declared and paid as dividends to WAYNE

and any net loss incurred by STARK during the same period shall be absorbed and for the

account of WAYNE.

ARTICLE III

UNDERTAKINGS AND ADDITIONAL AGREEMENTS

1. WAYNE shall, simultaneous with the filing of the application for Merger, cause the

amendment of its Articles of Incorporation, for purposes of increasing its authorized capital

stock to ensure that it has sufficient unissued capital stock to cover the common shares that

WAYNE will issue pursuant to Article II hereof.

2. The Parties hereby undertake to:

a. Secure the conformity and approval of this Plan of Merger by their respective

stockholders representing at least two-thirds (⅔) of their respective outstanding

capital stock at their respective stockholders’ meetings called for such purpose.

b. Obtain any and all required consents, approval, or waivers of other parties, including

their respective creditors, to the Plan of Merger.

c. Jointly exert their best efforts to secure the approval of the Merger and its related

transactions from the government authorities as provided for in Article I, Section 4

hereof.

3. Prior to the Effective Date, the parties shall conduct their respective businesses in

substantially the same manner as previously conducted and shall continue to preserve said
businesses as a going concern. However, each of WAYNE and STARK shall give each

other immediate notice of any claim, event or transaction which could or does materially

and adversely affect their respective businesses, properties or financial condition.

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4. The Amended Articles of Incorporation and By-Laws of WAYNE approved as of the Effective

Date shall continue to be the Articles and By-Laws of WAYNE until thereafter changed or

amended in accordance with law.

5. The directors of WAYNE as of the Effective Date shall continue to be the directors of

WAYNE each to hold office in accordance with the Articles of Incorporation and By-Laws of

WAYNE and applicable law, and until their respective successors are duly elected and qualified.

6. The Parties shall execute and deliver, or cause to be executed and delivered, all deeds and

other instruments and shall take, or cause to be taken, all such other and further acts

desirable in order to fully carry out the intent and purposes of this Plan of Merger.

7. Unless otherwise required by law or regulation or as may be agreed upon by the parties,

each of the Parties will use its best efforts to keep confidential any information obtained

from the other party, and in the event the Merger is abandoned or not consummated,

WAYNE and STARK shall return all documents and other written information and materials

obtained in connection herewith.

8. All fees, costs, and expenses relating to the merger shall be borne by WAYNE.

ARTICLE IV

SPECIAL PROVISIONS

1. This Plan of Merger has been approved by the respective Boards of Directors of the Parties

and shall be submitted to their respective stockholders for approval in accordance with law

and the respective By-Laws of WAYNE and STARK; provided, that the approval of this Plan
of Merger by the stockholders of both Parties shall constitute an authorization to their respective Board
of Directors by majority vote to correct typographical errors or clerical omissions in the Plan of Merger
for the sole purpose of accurately reflecting the terms and conditions of the Plan of Merger as actually
approved by the said stockholders.

2. As soon as practicable after the Effective Date, WAYNE shall take such steps or measures

as it may deem necessary or advisable to substitute itself in all suits and proceedings

where STARK is a party and to substitute its name for STARK in all titles and registers.

3. As soon as practicable after the approval of this Plan of Merger by the required votes of

stockholders of WAYNE and STARK during their respective stockholders’ meetings called

for the purpose, WAYNE shall apply for and avail itself of the merger incentives or other

similar incentives granted by the WAYNE and other government agencies, as may be applicable or
allowed under existing law, rules and regulations.

4. Upon approval of this Plan of Merger by the required number of stockholders from both

Parties during their respective stockholders’ meeting called for the purpose, the attached

Articles of Merger marked as Annex “A” hereof and made as an integral part of this Plan of

Merger shall be executed by WAYNE and STARK, to be signed by the President and

certified by the Corporate Secretary of each of WAYNE and STARK setting forth this Plan of

Merger, the number of shares outstanding of WAYNE and STARK, and the number of

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5. In the event that the Merger is not consummated for whatsoever reason, each of WAYNE

and STARK, their respective stockholders, directors and agents, successors and assigns

shall hold each other free and harmless from any and all liabilities and damages arising

from or incurred by reason of the non-consummation of the Merger.

IN WITNESS WHEREOF, the duly authorized representatives of WAYNE and STARK have
executed the foregoing Plan of Merger this 23rd March 2021 at Makati City.