REPUBLIC OF THE PHILIPPINESSECURITIES AND EXCHANGE COMMISSION

Ground Floor. Secretariat Building, PICCCity Of Pasay, Metro Manila

COMPANY REG. NO. 80118

CERTIFICATE OF FILINGOF

AMENDED ARTICLES OF INCORPORATION

KNOW ALL PERSONS BY THESE PRESENTS:

This is to certify that the amended articles of incorporation of the

NATIONAL REINSURANCE CORPORATION OF THE PHILIPPINESdoing business under the names and styles of Nat Re; Philippine National

Reinsurance Company, and PhilNaRe(Formerly: NATIONAL REINSURANCE CORPORATION OF THE PHILIPPINES doing business

under the name and style of Philippine National Reinsurance Company; PhilNaRe)(Amending Articles I & III thereof)

copy annexed, adopted February 15, 2018 and April 26, 2018 by majority vote of theBoard of Directors and on July OS, 2018 by the vote of the stockholders owning orrepresenting at least two-thirds of the outstanding capital stock, and certified under oathby the Corporate Secretary and a majority of the Board of Directors of the corporation wasapproved by the Commission on this date pursuant to the provision of Section 16 of theCorporation Code of the Philippines, Batas Pambansa Big. 68, approved on May 1, 1980,andcopies thereof are filed with the Commission.

Unless this corporation obtains or already has obtained the appropriate SecondaryLicense from this Commission, this Certificate does not authorize it to undertake businessactivities requiring a Secondary License from this Commission such as, but not limited toacting as: broker or dealer in securities, government securities eligible dealer (GSED),investment adviser of an investment company, close-end or open-end investment company,investment house, transfer agent, commodity/financial futures exchange/broker/merchant,financing company and time shares/club shares/membership certificates issuers or sellingagents thereof. Neither does this Certificate constitute as permit to undertake activities forwhich other government agencies require a license or permit.

This it to replace the Certificate of filing of Amended Articles of Incorporationsigned August 3, 2018.

IN WITNESS WHEREOF, I have set my hand and caused the seal of this~~~ssion to be affixed to this Certificate at Pasay City, Metro Manila, Philippines, this~ 'day of September, Twenty Eighteen.

Registration and Monitoring Department

MLjmii

COVER SHEETCOMPANY REGISTRATION AND MONITORING DEPARTMENT

Nature of Application SEC Registration Number

Amended Articles of Incorporation 181011 11181Former Company Name

N A T II 10 IN A L I R E N I 5 U IR A IN C I E I Ic 10 R P 10lR A IT I I

0 N I 0 I F I T H I E P H I I L I I P P N I E S 10 0 N IG I B U I5 N I E I 5 15 U IN D E R IT H I E N A 1M E IA N D 15 T Iv L IE o I F I I p H I I L P P I IN E I 5 N A IT o I N A L IR E II N I

I 5 U IR IA IN I C E Ic 0 M P A IN V I; I p H II L N IA IR E I I IAMENDED TO:

New Company NameN IA IT II 10 N IA L R I E II IN 5 lu R A IN C E I Ic 0 R I p 10 I R IA IT II Io I N 0 F IT H E I P H II L II P P II N E I 5 I D o II IN IG I IB U I

5 N E 5 5 I u N D I E R I T H E IN A M E I 5 A IN ID I 5 IT V IL E 5 0 F I N A T I R I E P H II L P I p N I E I 5 IN IA T I

0 N A L I R E N I 5 U I RIA N I c E I c 0 MI p I A N I V I I A I N D I

p H I I L N AI R E I I I I I I I I

Principal Office (No'/Street!Barangay/City/Town/Province

13 11 I 5 IT I I F I L 1

010 IR I, I I B I P II I - I P IH II I L IA I M I I L II I F I E I

IMIA IK IA IT II I I G Is I 1 I 1 I IA Iv IA I L IA I IA Iv I E IN lu I E I, I I I I

I M I A I K I A I T I I I I c I I I T I V I I I I I I I I I I I I

COMPANY INFORMATION

nrcp@nrcp.com.phhh

Company's Telephone Numbers Company's Facsimile Number/s

,-I 9_8_8_-7_4_00 ---11 1 988-7457Company's Email Address

CONTACT PERSON INFORMATIONName of Contact Person Email Address Telephone Number/s Facsimile Number/s

--c-a-st-il-lo-La-m-a-n-T-an-p-a-n-ta-le-o-n-&-5-an-J-os-e--,r[------------------~['_[ __ 81_7_-_67_9_1_t_O_9_5_~[L[ 8_1_9_-2_7_2_4 ~Atty. Ma. Pilar M. Pilares-Gutierez I'-----------~- -

Contact Person's AddressTHE VALERO TOWER, 122 VALERO STREET,SALCEDO VILLAGE, MAKATI CITY 1227

.•...Assigned Processor Signature

i _ ••

"' •• ' •• t'I

FORWARDEDTO:

~

Corporate and Partnership Registration DIVisionGreen Lane UnitFinancial Analysis and Audit DivisionLicensing UnitCompliance Monitoring Division

AMENDED ARTICLES OF INCORPORATION

OF THE

NATIONAL REINSURANCE CORPORATION OF THE PHILIPPINESdoing business under the names and styles ofNat Re.· Philippine National Reinsurance

Company. and PhilNaRel

(Formerly: National Reinsurance Corporation of the Philippines,doing business under the name and style of Philippine National Re).

KNOW ALL MEN BY THESE PRESENTS:

That we, all of whom are of legal age and residents of the Philippines, on thisdate have now voluntarily associated ourselves together for the purpose of forming acorporation under the laws of the Philippines.

AND WE HEREBY CERTIFY:

FIRST. That the name of said Corporation shall be theNATIONAL REINSURANCE CORPORATION OFTHE PHILIPPINES, doing business under the names andstyles of Nat Rej Philippine National ReinsuranceCompany, and PhilNaRe.2

SECOND. That the purposes for which said Corporation is formed areas follows:

PRIMARY PURPOSES

a) To be the organization through which the Philippine insurance andreinsurance markets may participate in the Asian ReinsuranceCorporation, and accordingly subscribe to and purchase the shares ofcapital stock of said corporation allotted to the Republic of thePhilippines.

b) To engage in and carryon the business of reinsurance of whatever kindand nature, whether life or non-life; and

c) To perform any and all acts and deeds necessary to carry out theobjectives of Presidential Decree No. 1270,_as well as in carrying out thebusiness of insurance and reinsurance, whether in the Philippines orabroad.

1As amended by the Board of Directors on February IS, 2018 and by the stockholders on July 5, <

2018.2 As amended by the Board of Directors on February 15, 2018 and by the stockholders on July 5,2018. -

SECONDARY PURPOSES

1) To purchase or otherwise acq uire and undertake all or any part of thebusiness, property and liabilities of any person or company carrying onany business which this company is authorized to carryon, or possessproperty suitable for the purposes of this company.

2) To acquire by purchase and to invest in, hold, sell, or otherwise disposeof the stocks or bonds, or any interest in either, or any obligations orevidence of indebtedness, of any corporation or corporations, domestic orforeign, or the bonds or other obligations or evidence of indebtedness, ofany person, firm or corporation and, while the owner of such stocks,bonds or interests therein, or other obligations or evidence ofindebtedness, to exercise all the rights, powers, and privileges ofownership, including the right to vote thereon or consent in respectthereof for any and all purposes.

3) To carryon its business and! or establish any branch or branches in anypart of the Philippines and! or any foreign country or places, to acquireem interest in, or enter into any joint underwriting arrangement with anyperson, firm or corporation i.n the Philippines or elsewhere or any part ofthe world; and to act as resident agent of domestic and foreignreinsurance companies whether life or non-life.

4) To purchase or otherwise acquire, sell, lease, convey, mortgage,encumber and otherwise deal with any property or interest therein, orcasement, right, or privilege over or in respect of any property, real orpersonal, as may be permitted by law and as may be reasonablvncc.:~~sary to enable it to caITY out the purposes for which the corporationis created as may now or hereafter be permitted by law; and to erect.cause or allow to be erected on any land owned, held or occupied by theCorporation, building or structure with their appurtenances.

5) To provide consulting, technical, advisory and other related services topersons, associations, corporations, and other entities in furtherance ofthe business of insurance and reinsurance.1

6) To do all or an~' of the above things ill the place in which the companymay determine as principals, agents, contractors, or otherwise, and by orthrough trustees, agents, or otherwise, and either alone or in conjunctionwith others.

7) To do all such other things as are incidental or conducive to theattainment of the above subjects.

I As amended b) the Board of Directors on April :20. 2017 JnJ b) the stockholders on June 28. 2017.

8) And in general, to carryon the business of world-wide reinsurance and todo and perform any and all of the acts and things and to exercise all ofthe general powers conferred on by law upon corporations similarlyorganized and usually and ordinarily incidental to companies of likenature and kind.

That the place where the principal office of the Corporation isto be established, or located, is at the 315t Floor, BPI-PhilamLife Makati4, 6811 Ayala Avenue, Makati City, Philippines.

THIRD.

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

FIFTH. That the names and residences of the incorporators of saidCorporation are as follows:

NAME

1) Fidel M. Alfonso

2) Miguel Campos

3) Enrique Clemente, Jr.

4) Nicasio G. Co

5) Robert Coyiuto

6) Benigno V. Cunanan

7) Ramon A. Diaz

RESIDENCE CITIZENSHIP

2120 Paraiso Street, FilipinoDasmarifias VillageMakati City

No. 19 Ipi1Road, FilipinoForbes ParkMakati City

89 Juan Luna Street FilipinoSan Lorenzo VillageMakati City

No. 31 East Lawin Avenue FilipinoPhilamlife HomesQuezon City

91 Cordillera Street FilipinoQuezon City

115 Kanlaon Street, FilipinoQuezon City

282 Roosevelt Avenue FilipinoQuezon City

4 Asamended by the BoardofDirectorson April 26, 2018 and by the stockholderson July 5,2018.

3

8) Arsenio S. Dizon

9) Enrico A. Feliciano, Jr.

10) Angel B. Gabriel

11) Aristeo L. Lat. Sr.

12) Julian]. Loc~n

13) lsauro ]. Pagdanganan

I-t) Bienvenido L. Saplala

15) Cesar C. Zalarnea

SIXTH.

No. 5 Margarita StreetMagallanes VillageMakati City

Filipino

No. 30 Cagayan de Oro St.Alabang Hills VillageMuntinlupa City

Filipino

No. 19 Ponce StreetSan Lorenzo VillageMakati City

Filipino

No. 71 Sirnoun StreetQuezon City

Filipino

502 Guerrero StreetMakati Citv

Filipino

2142 Paraiso StreetDasmarinas VillageMakati City

Filipino

No. 31 Belvedere St.Merville ParkParariaquc City

Filipino

4093 Pasay RoadDasrnarinas VillageMakati City

Filipino

That the number of directors of said Corporation shall be thirteen(13), at least three (3) of whom must be Independent Directors',and the names and residences of the directors of the Corporationwho are to serve until their successors are elected and qualifiedas provided in the By-Laws are as follows:

NAME

1) Fidel M. Alfonso

2) Benigno V. Cunanan

-- _. _._---_._.- ---

RESIDENCE

2120 Paraiso Street, Dasmarinas VillageMakati City

115 Kanlaon Street, Quezon City

4

3) Nicasio G. Co

4) Ramon A. Diaz

5) Arsenio S. Dizon

6) Aristco L. Lat. Sr.

7) Julian J. Locsin

8) Isauro J. Pagdanganan

9) Hienvenido L. Saplala

£\0.31 East Lawin AvenuePhilamlife Homes, Quezon City

282 Roosevelt Avenue, Quezon City

No.5 Margarita Street,Magallanes Village, Makati City

No. 71 Simoun Street, Quezon City

502 Guerrero Street, Makati City

2142 Paraiso Street, Darnarinas VillageMakati City

No. 31 Belvedere St., Merville ParkParanaque City

That the authorized stock of said Corporation shall be ThreeBillion (P3,OOO,000,OOO.00) Pesos, Philippine Currency,divided into Three Billion (3,000,000,000) Common Shares,with par value oi One (Pl.OO) Peso each.

SEVENTH.

1\:0 holder of shares of this Corporation of any class shall beentitled as of right to subscribe for, purchase, or receive anypart of any new or additional issue of stock of any class,whether now or hereafter authorized, or of any bonds,debentures, or other securities convertible into stock of anyclass, arid such additional shares of stock, bonds,debentures or other securities convertible into slack may beissued and disposed of by the board of directors to suchperson or persons and on such terms and for suchconsideration (as far as may be permitted by law) as theBoard of Directors, in its absolute discretion, may deemadvisable.

That FIVE MILLIOK PESOS (P5,OOO,OOO.OO)worth of sharesequivalent of 50,000 shares have been actually subscribedand paid for and the following persons have subscribed forthe number of shares and amount of capital stock set outafter their respective names, and have furthermore paid anamount equal to twenty percent (20%) of their subscribedcapital stock to form a "contributed surplus fund" asfollows:

EIGHTH.

5

NAME NO. OF PAR VALUE CONTRIBUTEDSHARES SURPLUS

1) Fidel [vI.Alfonso 3,334 P333,400.00 P66,68U.OO

2) Miguel Campos 3,333 333,300.00 66,660.00

3) Enrique' Clemente, Jr. 3,333 333,300.00 66,660.00

4) Nicasio G. Co 3,333 333,300.00 66,660.00

5) Robert Coyiuto 3,333 333,300.00 66,660.00

6) Benigno V. Cunanan 3,334 333,400.00 66,680.00

7) Ramon A. Diaz 3,333 333,300.00 66,660.00

8\ Arsenio 5. Dizon 3,334 333,400.00 66,680.00t

9) Enrico A Feliciano, Jr. 3,333 333,300.00 66,660.00

10) Angel B. Gabriel 3,333 333,300.00 66,660.00

11) Aristeo L. Lilt, Sr. 3,333 333,300.00 66,660.00

]2) Julian J. Locsin 3,334 333,400.00 66,680.00

13) lsauro J. Pagdanganan 3,334 333,400.00 66,680.00

14) Bierivcn ido L. Sa pla la 3,333 333,300.00 66,660.00

]5) Cesar C. Zalamea 3,333 333,300.00 96,660.00

50))00 P5/)()O,OOO.OO P1,OOO,OOO.OO

NfNTH. A. Maximum Limit of Shareholdings. In order toavoid creating a controlling interest group in theCorporation, no stockholder shall own or acquire more thanthirty percent (30%) of the outstanding capital stock of theCorporation. A parent cmnpany, its subsidiaries andaffiliates, shall, for purposes of this paragraph, be deemed asone (1) stockholder, thus, their total or aggregateshareholdings in the Corporation shall be computed forpurposes of determining compliance with this paragraph.A parent company shall refer to a company which owns orcontrols at least a rnajority of the outstanding voting stock of

6

another company / ies. A subsidiary shall refer to a companymore than 50% of the outstanding capital stock of which is,directly or indirectly, owned, controlled or held with powerto vote by another company. An affiliate shall refer to anycompany which is a stockholder of the Corporation andwhich has a link, directly or indirectly, to another corporatestockholder of the Corporation, by means of control and/ orownership of at least ten percent (10%) of its outstandingcapital stock.

B. No transfer of stock or any interest therein which willreduce the ownership of Filipino citizens to less than 70% ofthe capital stock shall be allowed in the books of theCorporation.

C. Any transfer or acquisition made in violation ofthese provisions shall be null and void and shall not berecorded in the stock books of the Corporation. Theserestrictions shall appear in all stock certificates of theCorpora tion.

TEf\TH - That 0.11'. Benigno V. Cunanan has been elected by thesubscribers as Treasurer of the corporation, to act as suchuntil his successor is duly elected and qualified inaccordance with the By-Laws, and that as such Treasurer hehas been authorized to receive for the corporation and toreceipt in its name for all subscriptions paid in by the saidsubscribers.

IN WITNESS \ftJ1-IEREOl~, we have hereunto set out hands on this 27th day ofJanuary, 1978 at the City of Manila, Philippines.

(SGD) FIDEL 1\1. ALFOf\SO (SGD) ARSENIO S.DIZON

(SGD) MIGUEL CAl\lPOS (SGD) E:'--JRlCOA. fELlCIA:-JO, JR.

(SGD) E!'\RIQUE CLErvIENTE, JR (SGD) r\!\GEL B. GABRIEL

(~jGD) ~ICASIO G. CO (SGD) ARISTEO L. LA-l, SR.

7

(SCD) ROBERT COYIlJTO (SGD) fL'UAN J. LOCSI~

(SGD) BENIG~O V. CUNANAN (SGD) lSAURO J. PAGDANGAl'\AN

(SGD) RA\10~ A. DIAZ (SGD) BIEl\;VENJDO L. SAPLALA

(SGD) CESAR C. ZALAMEA

iN TJ lE PRESENCE OF:

(SGD) S. A. AGUASIN (SGD) r. A. ALCONIS

REPUBLIC or THT PHILlPPIl\ESCITY OF MANILA 5.5.

BEFORE r\l1E, the undersigned Notary Public in and for the City of Manila,Philippines on this 27th day of January, 1978, personally appeared the following personswith their respective residence certificates and Tax Account Number as follows:

Res. Cert. 1'0. Date/ Place Issued

Fidel :VI.Alfonso f\)B)7973·+093TA\:-A~10-Co334-A-O

l\liguel C\l11P()~ A-000184B·3635424TAI'-C52'l5-KOTI6-A-6

[an. 1977/Quezon City\larch31,1977/Pasig

Enrique Clemente. Jr. :\-28116811:\-3085280TAN-Cl556-G0520-A-4

Jan. 12, 1977j:vlakatiFeb. 15, 1977/\ldk"tJ

Nicasio C. Co :\-370B-145TA~-1147-970-6

Ian. 3, 1977/ MakatiJan. 3, 1977/QuE'zon City

Robert Coyiuto :\-21288B-663243

Jan. 3, 1997/ \lakMi\ larch 18, 1977/ vlakati

Berugno V. Cunanan

"dillon .'\. Diaz

Arsenio S. Dizon

Enrico t\. Fclicrano, Jr.

Angel B. Gabriel

Ansteo L. I.dL Sr.

Juhan J. Locsm

Isauro J. I'agdanganall

Brenverudo L. SaplaJd

TAI'-:-C3612-J3023-A-b

A-Y'11YB-37-!8TA:J-1168-7-!1-3

:\-2S053"13-1479330

:\-3-!766O-l13-1043301T A~-4060-018-1

A-904707713-1763573TA\:-F4251-C1933-i\-3

A)B) 081509 .•0T.\:J-G 16-!2-K3J I7-A-8

A)B) .•25390441:\1'-:-1331-607-4

A)B) 7972952]TA~-133J-911-6

A)B) 42026165TAt\-P-2358-F1727-A-9

r \-9596::13-3203871I :\~-SI-l-lS-:-'12326-A--I

r\-27b4-l6B-316797brr\i\'-1637668-2

Jan. 5, 1977/ManiJ"1<1n. 26, 1977/MMlila

Ian. ].+,1977/ MakariMarch 15, 1977/Teresa, Rizal

April 4, 1977/MdniJaApril 15, 1977/ Magalang. Pampanga

Jail. II, 1977/MakatiFeb 21, ]977/\ldkati

Jan. 13, 1978/\lak,,11

Jail. 12, 1978/\lakatl

Jan. 25, -197S/MilnIl,1

Jan. 16, 1975/~lanilil

Jan. -I, 1977/ \ larulaFeb. 28, 1977/ \ lando

Jan. 13, 1977/ ManilaFeb. 10, 1977/\lanilil

known to me cllld to me known to be the same persons who executed the Iorogomg Instrument andacknowledged IIMI the Sit1l1C is their own free and voluntarv act and deed.

W!Ti\'ESS \11' HA~D r\\.D SEAL on the date and place Iirst above written.

Dol. 1297;Page :-\0. 59;

Book .'''. x,,'.;Series of 1978.

(SeD.) \IARIAi\'O ORIOLANotary Public

UntIl December 31,1979

9

of ~ .. .~-~----~-.-

DIRECTORS' CERTIFICATE OF AMENDMENTOF THE AMENDED ARTICLES OF INCORPORATION

NATION AL REINSURANCE CORPORATION OF THE PHILIPPIdoing business under the name and style of

Philippine National Reinsurance Company; PhilNaRe

KNOW ALL MEN BY THESE PRESENTS:

That we, majority of the members of the Board of Directors of NATIONALREINSURANCE CORPORATION OF THE PHILIPPINES (the "Corporation"), acorporation organized and existing under the laws of the Philippines, with principal officesat the 31st Floor, BPI-Philamlife Makati, 6811 Ayala Avenue, Makati City, together with theChairman and Secretary of the annual stockholders' meeting held on July ~at theCarlos P. Romulo Auditorium, Podium 4, Tower II, RCBC Plaza, 6819 Ayala Avenue,Makati City, Metro Manila,

DO HEREBY CERTIFY THAT:/

1. At the Regular Meeting of the Board of Directors held on February 15, 2018, theBoard of Directors of the Corporation, by at least a majority vote, approved theamendment of Article First of the Corporation's Amended Articles of Incorporation, ('in order to add Nat Re as an additional business name of the Corporation:

FIRST: That the name of said Corporation shall be NATIONAL REINSURANCECORPORA TION OF THE PHILIPPINES, doing business under the name and style ofNat Re; Philippine National Reinsurance Company,and PhilNaRe.

/

2. At the Regular Meeting of the Board of Directors of the Corporation held on April26, 2018, the Board of Directors of the Corporation, by at least a majority vote,- -approved the amendment of Article Third of the Corporation's Amended Articles ofIncorporation, in order to reflect the current name of the building where theprincipal office of the Corporation is located:

THIRD: That the place where the principal office of the Corporation is to be established orlocated is at the 31st Floor, BPI-Philamlife Makati, 6811 Ayala Avenue, Makati Cift),Philippines.

3. On July I:\~, the stockholders of the Corporation representing at least 2/3 of theoutstanding+capital stock approved the foregoing amendment to the Articles ofIncorporation of the Corporation.

2

4. A true copy of the Amended Articles of Incorporation of National ReinsuranceCorporation of the Philippines incorporating the above amendments is attachedhereto, and incorporated herein with the same force and effect as if herein set out infull.

IN WITNESS WHEREOF, the undersigned Directors, Chairman and Secretary ofthe Stockholders' Meeting of National Reinsurance Corporation of the Philippines, havehereun to set their hands this tl'U11 l'/ ,21> /3, at Maka ti City.

1~·(jAUGb~TO/p7HIDALGO

President / DirectorTIN: 102-888-467

DirectorTIN: 128-029-715

JO~~ABREZA9J' DirectorTIN: 126-031-326

~~~

arX-LUIS C. URCIA

DirectorTIN: 135-567-733

Director

ANTONDire tor

TIN: 107-770-628

RAFAE$JR.Director

TIN: 127-951-

Independent DirectorTIN: 124-135-087

Independ nt DirectorTIN: 113-423-143

YVONN~~~~CODirector

TIN: 106-573-924

DirectorTIN: 129-455-693

3

Countersigned by:

~~NOEL A. LAMANCorporate Secretary /Secretary of the Stockholders' MeetingTIN: 104-112-228

Republic of the Philippines)Makati City, Metro Manila) S.S.

SUBSCRIBED AND SWORN to before me this ---------'fJUL 0 ~ 2018

at ~A£AVel~Metro Manila, affiants exhibiting to me their competent evidence of identity as follows:

Names Com~etent Evidence of Ident!!yCEZAR P. CONSING Passport No. EB9284966, issued at Hongkong, on

October 2, 2013AUGUSTO P. HIDALGO Passport No. P2113821A, issued at DFA-Manila, on

March 3, 2017WILFREDO C. MALDIA Passport No. P2574264A, issued at DFA-Manila, on

April 26, 2017LUIS C. URCIA Passport No. EC3931112, issued at DFA-Manila, on

March 14, 2015JOCELYN DE GUZMAN CABREZA Passport No. EC7154662, issued at DFA-Manila, on

March 19, 2016ANTONIO M. RUBIN Passport No. EC6630887, issued at DFA-Manila, on

January 26, 2016ALANR. LUGA Passport No. EC6880039, issued at DFA-NCR

Northeast, on Februa!y 29,2016RAFAEL G. AYUSTE, JR. Passport No. EC5200636, issued at DFA-Manila, on

September II, 2015ERMILANDO D. NAPA Passport No. EEC3383138, issued at DFA-Manila,

on February 5, 2015MEDEL T. NERA Passport No. P12718624, issued at DFA-Manila, on

December 19,2016ROMEO L. BERNARDO Passport No. EC5403252, issued at DFA-Manila, on

September 20, 2015YVONNE S. YUCHENGCO Passport No. P3361877A, issued at DFA-Manila, on

June 9, 2017JOLICO WU Passport No. EC0653403, issued at DFA-NCR East,

on March 25, 2014NOEL A. LAMAN Passport No. EC1231940, issued at DFA-Manila, on

May 27,2014

Doc. No. :+'€1 ;Page No.: .Book No.: 'f. .Series of 2018.

H.hry P\J~ :~ T('r 't'Il"Id i•..•Pill~av(it'!jon 17-(H~

~a1SPTRNo. S,j I' , c 1C'~~l.:>b7

'~othtssued in p,~,.L.: h: .) 'o •• 03. 201t("ClEco~pli~~c\:l Nc.·. V<"\..,;4· -1 1(1.2S.1t1

RollofAttorn~y~ Nv. ~.;.}o1

Securities ondExchange

~ ~om~irS~!~~

MARKETS AND SECURITIES REGULATION DEPARTMENT

July 26, 2018

NATIONAL REINSURANCE CORPORATIONOF THE PHILIPPINES31st Floor, BPI Philam Life Makati6811 Ayala Avenue, Makati CityTel. No. 817-67-91

ATTENTION: MR. AUGUSTO P. HIDALGOPresident/Director

: ATTY. NOEL A. LAMANCorporate Secretary

Subject REQUEST FOR COMMENT/RECOMMENDATION

Gentlemen:

This is in connection with your request for comments/or recommendation relative to your company's application forapproval of your Amendment of the provisions of the Corporation's Articles of Incorporation as follows:

i. Article I: That the name of said Corporation shall be NATIONAL REINSURANCE CORPORATION OF THEPHILIPPINES, doing business under the name and style ofNat Re; Philippine National Reinsurance Company,and PhilNare; and

ii. Article III: That the place where the principal office of the Corporation is to be established or located is at the31st Floor, BPI-Philamlife MakatL 6811 Ayala Aveneu, Makati City, Philippines.

We do not interpose any objection to your application provided that once the application has been approved, NationalReinsurance Corporation of the Philippines, shall file a duly accomplished Current Report (SEC Form 17-C) disclosingthe Commission's approval of said amendment with the Commission's Central Receiving and Records Division, withinfive (5) days from the approval of the Amended Articles of Incorporation.

Our Department, nonetheless defers to the discretion of the Commission's Company Registration and MonitoringDepartment (CRMD) considering that it has primary jurisdiction over registration of corporations and partnership ingeneral, as well as amendments to the Articles of Incorporation and By-Laws. Furthermore, our comments orrecommendations are limited merely to this Department's regulatory requirements and does not cover the substanceof the application with respect to compliance with the Corporation Code of the Philippines.

This comment is without prejudice to the prerogative of this Department to act later against the subject entity, ifwarranted, to ensure full compliance with the provision of the Securities Regulation Code, its implementing rules andregulations, and other pertinent laws, rules and regulations, as may be necessary and applicable under the circumstances.

Very truly yours,

VICENTE GRACIA ~M~PO' JR.Director ~EOz

RECEIVED BY:

Signature Over Printed Name of Authorized Representative

+ REPUBLIC OF THE PHILIPPINES

SECURITIES AND EXCHANGE COMMISSION

COMPANY REGISTRATION SYSTEMPICC Secretariat Bldg., PICC Complex

Pasay City, Metro Manila

Date:Transaction Number:

Name:

July 05,2018201807051416158356NATIONAL REINSURANCE CORPORATION OF THE PHILIPPINES DOING

BUSINESS UNDER THE NAMES AND STYLES OF NAT RE, PHILIPPINES NATIONAL REINSURANCE

COMPANY, AND PHILNARE

Be informed that the corporate name is reserved for 30 calendar days. Present thisdocument together with other documentary requirements.

Important Reminders:

NOTE: The fact that the name is available at the date verified. it is not to be regarded as an approval of the registration of the company or any application for change of

name. No expense for printing of materials using a verified name should be incurred until registration takes effect. As this is a computer printout. any erasure or alteration

on this document nullifies verification.

Republic of the PhilippinesMakati City, Metro Manila) s.s.

UNDERTAKING TO CHANGE NAME(For Amendment of Corporate Name)

We, the undersigned, being the Chairman of the Board and the President ofNATIONAL REINSURANCE CORPORATION OF THE PHILIPPINES (the"Corporation"), a corporation organized and existing under the laws of the Philippines,with principal offices at the 31st Floor, BPI-Philamlife Makati, 6811 Ayala Avenue,Makati City, after having been sworn to in accordance with law hereby depose andstate:

(1) That we are the Chairman of the Board and the President of NationalReinsurance Corporation of the Philippines, doing business under the namesand styles of Nat Re; Philippine National Reinsurance Company, and PhilNaRe(Formerly: National Reinsurance Corporation of the Philippines, doing businessunder the names and styles of Philippine National Reinsurance Company; PhilNaRe)which is in the process of amending its corporate name with the Securitiesand Exchange Commission.

(2) That we, in behalf of said Corporation, hereby undertake to change itscorporate name as herein provided, or as amended thereafter, immediatelyupon receipt of notice or directive from the Commission that anothercorporation, partnership or person has acquired a prior right to the use of thatname or that the name has been declared as misleading, deceptive,confusingly similar to a registered name, or contrary to public morals, goodcustom or public policy.

This affidavit is executed to attest to the truth of the foregoing and for whateverlegal purpose and intent it may serve.

IN WITNESSWHEREOF, the undersigned Directors of the Corporation, havehereunto set their hands this July 9, 2018at Makati City, Metro Manila.

ATTEST:

~P.CONSINGChairman of the Board

TIN: 902-969-910

AUaIDALGOPresident / DirectorTIN: 102-888-467

SUBSCRIBED AND SWORN to before me this JUL 0 Q 201B2018 at ~fttU}City, Metro Manila, affiants exhibiting to me their competent evidence of identity as -follows:

Names Competent Evidence of IdentityCEZAR P. CONSING Passport No. EB9284966, issued at Hongkong,

on October 2, 2013

AUGUSTO P. HIDALGO Passport No. P2113821A, issued at DFA-Manila, on March 3,2017

IN WITNESS WHEREOF, I hereunto affixed my hand and notarial seal thisJUL U 9 2018 2018, at Makati City, Metro Manila.

Doc No. ?(..Q~Page No. ,.1;Book No ....•. VSeries of 2018.

0..JOVIHO a.ANt!..Ik f~r and jl"l Pasil~"1'0, n'lis.si-on17-0t.

Un.i Dt!c il .:c. J1. t01SPTRNo. 522009:;; iBPNo. 1002;,(' I

'~oth Issued in p~s~'yCI~Y yn Jen , 03. 2u'"1CLEcompliance No. V·0024151 10.2S 1~

Roll of Attorn~ys No. ~S1"1

Republic of the Philippines)Makati City )S.s.

SECRETARY'S CERTIFICATE

I, NOEL A. LAMAN, of legal age, Filipino, with office address at 5th Floor, TheValero Tower, 122 Valero Street, Salcedo Village, being the duly elected and qualifiedCorporate Secretary of NATIONAL REINSURANCE CORPORATION OF THEPHILIPPINES (the "Corporation"), a corporation organized and existing under the laws ofthe Philippines, with principal offices at the 31st Floor, BPI-PhilamlifeMakati, 6811AyalaAvenue, Makati City, being duly sworn, depose and state that:

To the best of my knowledge, no action or proceeding has been filed or ispending before any Court involving an intra-corporate dispute and/ or claim byany person or group against the Board of Directors, individual directors and/ ormajor corporate officers of the Corporation as its duly elected and/ or appointeddirectors or officers or vice versa.

IN r2,-;l'pmSS WHEREOF, I have hereunto affixed my signature on_---'-,'=Ul=--O u at Makati City, Metro Manila.

,cavv~NOEL A. LAMANCorporate Secretary

SUBSCRIBED AND SWf~TO ME, a Notary Public for and in the City ofMakati, Philippines, this JUl 0 by the affiant, whose identity. I have confirmedthrough his Passport No. EC1231940issued on May 27,2014 at DFA-Manila, bearing theaffiant's photograph and signature.

Doc. N0 .-----=-~_---J

Page No.~3-,----,BookNo.~fL-..;Series of 2018.

MA.FE RAAp !me

Nota ublicUntil ecem 31' 8

Castillo man nP~ntaleon& San JDS& L1w Firm

The Valero Tower, 122 Valero StrestSalcedo Village. Makati City

~~ No. 6616060;01-04-2018;Makatl C;tyIBP Lifetime No. 013749;04-15-2015;Ma~ati 0.:"'"

Roll No. 648:;4