ARTICLES OF INCORPORATION AND BY-LAWS STOCK CORPORATION

Articles of Incorporation

Of
THE GREENETERY, CO.

KNOW ALL MEN BY THESE PRESENTS:

That, we, Kyla Gail G. Isidro, Alex L. Bagaoisan, Jr., Engr. Girly G. Isidro,
Engr. Wilmer R. Isidro, Atty. Josephine L. Bagaoisan and Arch. Ynno Paulo A.
Atienza, 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 HEREBYCERTIFY:

FIRST: That the name of said corporation shall be

THE GREENETERY, CO.

Doing business under the name and style of The Greenetery Memorial Park,
The Greenetery Funeral Services, The Greenetery Life Plan, and The
Greenetery Pet Sanctuary.

SECOND: That the primary purpose for which such corporation is

incorporated:

To own, operate, run, manage, and engage in the business of a memorial

homes for the deceased loved ones of our clients. To provide internment
and funeral services for the dead and their families. These services may
include a prepared wake and funeral, and the provision of a chapel for the
funeral.

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 234 Raywood
St., San Jose, Tagaytay, Cavite, Philippines.

FOURTH: That the term for which said corporation is to exist is (50) years
from and after the date of issuance of the certificate of incorporation;

FIFTH: That the names, nationalities and residences of the incorporators are
as follows:
 NAMES NATIONALITY RESIDENCE

Kyla Gail G. Isidro Filipino Tatay, Rizal

Alex L. Bagaoisan, Jr. Filipino Cainta, Rizal
Engr. Girly G. Isidro Filipino Elias Rd.,
Singapore
Engr. Wilmer R. Isidro Filipino Elias Rd., Singapore
Atty. Josephine L. Bagaoisan Filipino Cainta, Rizal
Arch. Ynno Paulo Atienza Filipino Pasig City, Metro
Manila

SIXTH: That the number of directors of the corporation shall be (9); and the
names, nationalities and residences of the first directors of the corporation
are as follows:

NAMES NATIONALITY RESIDENCE

Kyla Gail G. Isidro Filipino Tatay, Rizal

Alex L. Bagaoisan, Jr. Filipino Cainta, Rizal
Engr. Girly G. Isidro Filipino Elias Rd.,
Singapore
Engr. Wilmer R. Isidro Filipino Elias Rd., Singapore
Atty. Josephine L. Bagaoisan Filipino Cainta, Rizal
Arch. Ynno Paulo Atienza Filipino Pasig City, Metro
Manila
Valeria I. Kremnitz Filipino Makati City,
Metro Manila
Lloyd G. Lazaga, CPA Filipino Antipolo, Rizal
John Masette A. Miranda Filipino Pasig City, Metro
Manila

SEVENTH: That the authorized capital stock of the corporation is One Billion
Twenty Four Million Eight Hundred Ninety Thousand (P1,024,890,000.00)
pesos in lawful money of the Philippines, divided into: (a) One Billion Twenty
Million Three Hundred Forty-Eight Thousand (P1,020,348,000.00) common
shares with the par value of One Peso (P1.00) per share and (b) Four Million,
Five Hundred Forty Two Thousand (P4,542,000.00) redeemable preferred
shares with a par value of One Peso (P1.00) per share.

EIGHT: That the amount of capital stock which has been actually subscribed
in ONE MILLION FOUR HUNDRED NNE THOUSAND PESOS (1,409,000.00) and
the following persons have subscribed for the number of shares and amounts
of capital sock set out after their respective names.
 NAME OF NO. OF AMOUNT
SUBSCRIBERS NATIONALIT SHARES SUBSCRIBED
Kyla Gail G. Isidro YFilipino SUBSCRIBED
800 800,000.00
Alex L. Bagaoisan, Jr. Filipino 480 480,000.00
Engr. Girly G. Isidro Filipino 34 34,000.00
Engr. Wilmer R. Isidro Filipino 28 28,000.00
Atty. Josephine L. Bagaoisan Filipino 15 15,000.00
Arch. Ynno Paulo Atienza Filipino 24 24,000.00
Valeria I. Kremnitz Filipino 11
11,000.00
Lloyd G. Lazaga, CPA Filipino 8 8,000.00
John Masette A. Miranda Filipino 9 9,000.00

TOTAL 1,409
1,409,000.00

NINTH: That the above-named subscribers have paid at least twenty-five

(25%) percent of the total subscription as follows:

NAME OF AMOUNT
SUBSCRIBERS SUBSCRIBED TOTAL PAID-
UP

Kyla Gail G. Isidro 800 500,000.00

Alex L. Bagaoisan, Jr. 480 280,000.00
Engr. Girly G. Isidro 34 24,000.00
Engr. Wilmer R. Isidro 28 18,000.00
Atty. Josephine L. Bagaoisan 15 8,000.00
Arch. Ynno Paulo Atienza 24 15,000.00
Valeria I. Kremnitz 11 7,000.00
Lloyd G. Lazaga, CPA 8 5,000.00
John Masette A. Miranda 9
5,000.00

TOTAL 1,409
862,000.00

TENTH: That Lloyd G. Lazaga, CPA has been elected by the subscribers as
Treasurer of the Corporation to act as such until his successor is duly elected
and qualified in accordance with the by-laws, and that as such Treasurer, he
has been authorized to receive for and in the name and for the benefit of the
corporation, all subscriptions or donations paid or given by the subscribers.

ELEVENTH: 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.

TWELFTH: That the incorporators and directors undertake to change the

name of the corporation as herein provided, or as amended thereafter,
immediately upon receipt of notice or directive from the Securities and
Exchange Commission that another corporation, partnership or person has
acquired a prior right to the use of that name or that the name has been
declared as misleading, deceptive, confusingly similar to a registered name
or contrary to public morals, good custom or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this 4th day of August, 2008, in the City of Tagaytay, Province
of Cavite, Republic of Philippines.

(Sgd.) Kyla Gail G. Isidro (Sgd.) Alex L.

Bagaoisan, Jr.
448-89-2424 913-74-1132

(Sgd.) Engr. Girly G. Isidro (Sgd.) Engr. Wilmer R.

Isidro
556-89-0092 123-45-6789

(Sgd.) Atty. Josephine L. Bagaoisan (Sgd.) Arch. Ynno Paulo

Atienza
111-21-1314 151-61-8718

(Sgd.) Valeria I. Kremnitz (Sgd.) John Masette A.

Miranda
890-45-3468 345-09-4367

IN THE PRESENCE OF:

(Sgd.) Alekhine I. Gose (Sgd.) Arminda G. Lanuza

ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES }
} S.S.

BEFORE ME, a Notary Public, for and in Cavite, Philippines, this

th
4 day of August, 2008, personally appeared the following persons:

TIN/ID/Passport Date &

Name No. Place Issued

Kyla Gail G. Isidro 448-89-2424 Rizal - Mar.

3, 2001
Alex L. Bagaoisan, Jr. 913-74-1132
Rizal - Jan. 9, 2002
Engr. Girly G. Isidro 556-89-0092 Pasig - Aug. 2,
1996
Engr. Wilmer R. Isidro 123-45-6789 Pasig -Jul.
28, 1997
Atty. Josephine L. Bagaoisan 111-21-1314 Pasig
Mar. 5, 1970
Arch. Ynno Paulo Atienza 151-61-8718 Pasig
Jan. 24, 1996
Valeria I. Kremnitz 890-45-3468
Pasig Nov. 1, 1969
Lloyd G. Lazaga, CPA 567-41-8090
Rizal - Aug. 21, 1992
John Masette A. Miranda 345-09-
4367 Pasig - Sept. 24, 1992

known to me and to me known to be the same persons who executed the

foregoing Articles of Incorporation constituting of four (4) 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
Doc. No. 54
Page No. 97
Book No. 89
Series of 2008

TREASURERS AFFIDAVIT
REPUBLIC OF THE PHILIPPINES )
CITY/MUNCIPALITY OF ) S.S
PROVINCE OF )

I, Lloyd G. Lazaga, CPA, being duly sworn to, depose and say:

That I have been elected by the subscribers of the corporation as

Treasurer thereof, to act as such until my successor has been duly elected
and qualified in accordance with the by-laws of the corporation, and that as
such Treasurer, I hereby certify under oath that at least 25% of the
authorized capital stock of the corporation has been subscribed and at least
25% of the total subscriptions has been paid, and received by me, in cash or
property, in the amount of Eight Hundred Sixty Thousand Pesos
(P862,000.00) in accordance with the Corporation Code

___________________________________
Lloyd G. Lazaga, CPA

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of Tagaytay, Province of Cavite this 4 th day of August 2008;
by Atty. Pedro G. Gumayagay with Res. Cert. No. 8624789 issued at Cavite,
Philippines on August 4, 2008.

NOTARY PUBLIC
My commission expires on
4th day of August, 2013

Doc. No. 64
Page No. 107
Book No. 98
Series of 2008