ARTICLES OF INCORPORATION

OF

45 ROFS CORPORATION

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, all of whom are native born Filipinos, of legal age and resident
of the Philippines, have this day voluntarily associated ourselves together for the purpose of
forming a corporation under the laws of the Philippines.

AND WE HEREBY CERTIFY

FIRST: That the name of the corporation shall be

45 ROFS CORPORATION

SECOND: That the purposes of which this corporation is formed are:

PRIMARY PURPOSE

To manufacture and process flour products as well as the purchase of processing

equipment, quality assurance equipment and acquisition of real and personal properties required
in the production and distribution of flour products.

SECONDARY PURPOSE

(1) To engage in the purchase, importation, exportation, distribution and sales, both
wholesale and by retail, anywhere in the Philippines as authorized by law, of all
articles, commodities, goods, or merchandise, of whatever kind, class, category,
distinction or description.
(2) To engage in the manufacture and/or production of all articles, commodities,
goods, or merchandise, of whatever kind, class, category, distinction or
description, by means of or through physical, mechanical, electrical, chemical or
other processes, particularly but not limited to agricultural or industrial
machineries and equipment of all kinds, model, make and description, whether
diesel, electric or gasoline driven or otherwise;
(3) To accept appointment as factors, agents, representatives for distributors for any
person, company, firm, association, operation, manufacturers or packagers of food
products.
(4) To acquire, construct and erect, equip, operate, use and maintain distribution
centers, subsidiaries and other conveniences pertaining to the conduct of such
business.
(5) To the extent authorized by law, to acquire, and pay for in cash, stocks or bonds of
other corporations or otherwise, rights, assets and property; and to guarantee or
secure, or undertake and/or assume the payment of any and all obligations of third
parties, firm or association or corporation in which the corporation has a lawful
and without necessarily acting as surety company.
(6) To the extent permitted by law, to enter into, and make and perform contracts of
every kind and description with any person, form, association, corporation,
municipality, province, body politics or government.
(7) To borrow and raise money for any of the purpose of the corporation, and from
time to time without limit as to acquire, to draw, make, accept, endorse, execute
and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures
and other negotiable or non-negotiable instruments and evidence of indebtedness,
and to secure the payment of any thereof, the interest thereon by mortgage upon
pledge, conveyance on assignment in trust of the whole or any part of the property
of the corporation, whether at the time owned or thereafter acquired and to sell,
pledge or otherwise dispose of such bonds or other obligations of the corporation
for its corporate purposes;
(8) To purchase, hold, sell, and transfer the shares of its own capital stocks, provided,
that it shall not use its fund and property for the purchase of its own shares of
capital stocks when such use shall cause the impairment of its capital, except as
otherwise permitted by law, and provided, further, that use of its own capital stock
belonging to it shall not be voted out directly or indirectly.
(9) To have one or more branches offices, to carry on any operations and business and
to the extent permitted by law, purchase or otherwise dispose of, real and personal
property of every class and description anywhere in the Philippines, and in
general, to carry on any other business in condition with the foregoing, and to
have and exercise all the power conferred by law, and to do any or all of the
things herein before set forth to the same extent as juridical persons might or
could do.

The objects and purposes specified in the foregoing clause shall, except where
otherwise expressed, be in no ways limited or restricted by reference to, or inference
from, the term of any other clauses in this articles of incorporation, but the objects and
purposes specified in each of the foregoing clauses of this article shall be regarded as
independent objects and purposes.

THIRD. That the principal office of the corporation shall be established in

the City of Manila, Philippines, and it may establish branches store or offices anywhere
in the Philippines.

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

FIFITH. That the names and residences of the incorporators of said

corporation are as follows:

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 NAMES RESIDENCES

1. FRANCICO P. MESINA
2. ED PERPETUA
3. RENATO SIO
4. NOEMI HIZOLA-ANG
5. VIC ESQUIVEL
6. SIMPLICO FESTIN
7. DANILO MALIKSI

SIXTH. That the number of Directors of said corporation shall be SEVEN

(7) and the names and residences of the Directors of the Corporation who are to serve
until their successors are elected and qualified as provided by the by-laws are as follows:

NAMES RESIDENCES

1. FRANCICO P. MESINA
2. ED PERPETUA
3. RENATO SIO
4. NOEMI HIZOLA ANG
5. VIC ESQUIVEL
6. SIMPLICO FESTIN
7. DANILO MALIKSI

SEVENTH. That the capital stock of the corporations is ONE MILLION

PESOS (P1,000,000.00) Philippine Currency, and said capital stock is divided into ONE
HUNDRED THOUSAND (100,000) shares at TEN PESOS (P10.00) each share.

No transfer of stock, which will reduce the ownership of Filipino citizen to less
than the required percentage of the capital stock shall be allowed or permitted to be
recorded in the paper books, and this restriction, shall also be indicated in all its stock
certification.

That the subscription and ownership of any or all shares of stock in the
corporation are made and taken subject to the conditions; (a) That any stockholder
desiring to sell his shares of stock, or any part thereof, shall give notice in writing of such
intention to all the stockholders of record who shall have the first option of buying the
shares so made available for purchase in proportion to their respective shareholdings; (b)
That the option must be exercise within THIRTY (30) days from receipt of notice in
writing by the shareholder desiring to exercise his option.

Failing which the stockholders shall be deemed to have waived his option. In case
of failure of the stockholder to exercise his option, the corporation shall have the second
option of the stockholders. Upon failure of the stockholders or the corporation to
purchase said shares, the shares may be sold to any third person; © That the price of each
share shall be the book value thereof as reflected in the balance sheet as of the month

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preceding the notice of the sale and approved by the Board of Directors, unless the parties
agree to a different price which should not be lower than that offered to the stockholders
and the corporation; (d) That any transfer in violation hereof shall be null and void; and
(e) That those conditions shall be printed on the stock certificates to be issued by the
corporation.

EIGHT. That of the authorized capital stock of the corporation the amount
of ONE HUNDRED SIXTY THOUSAND PESOS (P160,000) have been actually
subscribed and the following persons subscribed for the number of shares and the amount
of capital stock set out after their respective names.

NAMES AND ADDRESSES NO. OF CAPITAL STOCK

SHARES SUBSCRIBED

1. FRANCICO P. MESINA 1,000 10,000

2. ED PERPETUA 1,000 10,000
3. RENATO SIO 1,000 10,000
4. NOEMI HIZOLA ANG 1,000 10,000
5. ELIAS SY 1,000 10,000
6. DANILO MALIKSI 1,000 10,000
7. SIMPLICIO FESTIN 1,000 10,000
8. RAMON TOBIAS 1,000 10,000

9. DORY UGAWAN 1,000 10,000

10. EDDIE YAP 1,000 10,000
11. JOSE RAFOLS 1,000 10,000
12. EDMUNDO LAGDAAN 1,000 10,000
13. CORA ESPIRITU 1,000 10,000
14. PERCIVAL MOLINA 1,000 10,000

15. ELMO DAGONDON 1,000 10,000

16. MARION ESTANISLAO 1,000 10,000

__________ ______________
16,000 160,000

NINTH. That the following persons have paid on the shares of capital stock
for which they are subscribed, in the amount set forth after their respective names:

NAMES AMOUNT PAID

1. FRANCICO P. MESINA 5,000

2. ED PERPETUA 5,000
3. RENATO SIO 5,000
4. NOEMI HIZOLA ANG 5,000
5. ELIAS SY 5,000

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6. DANILO MALIKSI 5,000
7. SIMPLICIO FESTIN 5,000
8. RAMON TOBIAS 5,000

__________
40,000

TENTH. That NOEMI HIZOLA ANG has been elected as Treasurer of the
corporation, be to act as such until his successor is duly elected and qualified in
accordance with the by-laws of the corporation and as Treasurer he has been authorized
to receive for the corporation and to receive in its name all subscription paid-in by the
said subscribers.

IN WITNESS WHEREOF, we have hereunto set our hands this ____ day of
___________, in the city of Manila, Philippines.

__________________________ ______________________________
FRANCISCO MESINA ED PERPETUA

__________________________ ______________________________
RENATO SIO NOEMI HIZOLA ANG

___________________________ _______________________________
VIC ESQUIVEL DANILO MALIKSI

____________________________
SIMPLICIO FESTIN

SIGNED IN THE PRESENCE OF:

____________________________ ________________________________