ARTICLES OF PARTNERSHIP

OF
MALL OF BAGUIO (MOB)

KNOW ALL MEN BY THESE PRESENTS:

Those, we the undersigned, all of legal age and residents of the Republic of the
Philippines have agreed to amend a general partnership under the terms and conditions herein
after set forth and subject to the provisions of existing laws of the Republic of the Philippines.
AND WE HEREBY CERTIFY:
ARTICLE I. That the name of the Partnership shall be: MALL OF BAGUIO (MOB)
ARTICLE II. That the principal office of the Partnership shall be located at Session
Road, Baguio City, Philippines.
ARTICLE III. That the names and addresses of the respective partners are as follows:
Name

Citizenship

Residence

Carol O. Augusto

Filipino

Baguio City

Ever K. Diclas

Filipino

Baguio City

Eryhyll M. Guimpatan

Filipino

Baguio City

Irish R. Martinez

Filipino

Baguio City

Kathleen N. Reyes

Filipino

Baguio City

Richelle Joi F. Rivera

Filipino

Baguio City

ARTICLE IV. That Mall of Baguio (MOB) shall exist for thirty years (30) years from
the original recording of said partnership by the Securities and Exchange Commission.

Should the partnership be terminated by unanimous vote, the assets and cash of the
partnership shall be used to pay all creditors, with the remaining amounts to be distributed to the
partners according to their proportionate share.
ARTICLE V. That the capital of this partnership shall be Six Billion Pesos
(P 6, 000,000,000.00), Philippine Currency, broken down, in contributions, as follows:
Name of Partner
Carol O. Augusto
Ever K. Diclas
Erhyll M. Guimpatan
Irish R. Martinez
Kathleen N. Reyes
Richelle Joi F. Rivera

Amount Contributed
P 1 Billion
P 1 Billion
P 1 Billion
P 1 Billion
P 1 Billion
P 1 Billion

ARTICLE VI. The partnership shall maintain a capital account record for each partner;
should any partner's capital account fall below the agreed to amount, then that partner shall (1)
have his share of partnership profits then due and payable applied instead to his capital account;
and (2) pay any deficiency to the partnership if his share of partnership profits is not yet due and
payable or, if it is, his share is insufficient to cancel the deficiency.
ARTICLE VII. That the purpose for which this partnership is established is to provide a
one stop shopping center, food and caf arenas, recreational activities, health and beauty clinics
and other services that would cater the personal and family needs of everyone.
ARTICLE VIII. That the partners shall provide their full-time services and best efforts
on behalf of the partnership. No partner shall receive a salary for services rendered to the
partnership. Each partner shall have equal rights to manage and control the partnership and its
business. Should there be differences between the partners concerning ordinary business matters,
a decision shall be made by unanimous vote. It is understood that the partners may elect one of
the partners to conduct the day-to-day business of the partnership; however, no partner shall be
able to bind the partnership by act or contract to any liability exceeding Pesos: One Million
Pesos (P 1, 000, 000.00), Philippine Currency, without the prior written consent of each partner.
ARTICLE IX. That the profits and losses shall be divided among the partners pro rata, in
proportion to their respective contributions.
ARTICLE X. That in the event a partner withdraws or retires from the partnership for
any reason, including death, the remaining partners may continue to operate the partnership
using the same name. A withdrawing partner shall be obligated to give thirty (30) days' prior

written notice of her intention to withdraw or retire and shall be obligated to sell her interest in
the partnership.
ARTICLE XI. That no partner shall transfer interest in the partnership to any other
party without the written consent of the remaining partner(s). The remaining partner(s) shall pay
the withdrawing or retiring partner, or to the legal representative of the deceased or disabled
partner, the value of his interest in the partnership, or (a) the sum of his capital account, (b) any
unpaid loans due him, (c) his proportionate share of accrued net profits remaining undistributed
in his capital account, and (d) his interest in any prior agreed appreciation in the value of the
partnership property over its book value. No value for good will shall be included in determining
the value of the partner's interest.
ARTICLE XII. That a partner who retires or withdraws from the partnership shall not
directly or indirectly engage in a business which is or which would be competitive with the
existing or then anticipated business of the partnership for a period of five (5) years within
Baguio City where the partnership is currently doing business.
ARTICLE XIII. That the partners shall willingly undertake to change the name of the
partnership immediately upon receipt of notice/directive from the Securities and Exchange
Commission that another partnership, corporation, or person has been declared misleading,
deceptive, confusingly similar to a registered name or if contrary to public, morals, good customs
or public policy.
IN WITNESS WHEREOF, we have hereunto set our hands this 9 th day of October 2015
at Baguio City, Philippines.
CAROL O. AUGUSTO

EVER K. DICLAS

ERYHLL M. GUIMPATAN

IRISH

KATHLEEN N. REYES

R.

MARTINEZ

RICHELLE JOI F. RIVERA

SIGNED IN THE PRESENCE OF:

___________________________________

_______________________________

ACKNOWLEDGMENT

Republic of the Philippines}

S.S.
}
BEFORE ME, a Notary Public for and in Baguio City, Philippines, this 9th day of
October 2015, personally came and appeared the following persons with their Community Tax
Certificates as follows:
Name

CTC. #

Carol Augusto
Ever K. Diclas
Eryhll M. Guimpatan
Irish Martinez
Kathleen N. Reyes
Richelle Joi Rivera

124586
348524
321458
455875
521458
854714

Date/Place Issued
October 9, 2015/ Baguio City
October 9, 2015/ Baguio City
October 9, 2015/ Baguio City
October 9, 2015/ Baguio City
October 9, 2015/ Baguio City
October 9, 2015/ Baguio City

Known to me and to me known to be the same persons who executed the Foregoing
Articles of Partnership, and they acknowledged to me that the same is their voluntary act and
deed.
WITNESS MY HAND AND SEAL on the date first above written.

Doc. No.
Page No.
Book No.
Series of 2015