BY-LAWS of PHILEXPORT CEBU (Confederation of Philippine Exporters Foundation (Cebu), Inc.) ARTICLE I Principal Office

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1 BY-LAWS of PHILEXPORT CEBU (Confederation of Philippine Exporters Foundation (Cebu), Inc.) ARTICLE I Principal Office The Principal office of the foundation shall be located in Cebu City, Philippines. It may, with prior approval of the Board of Trustees, establish and maintain branch offices elsewhere or agencies outside of the Philippines. Section 1. Classes of Membership ARTICLE II Membership Membership in the foundation shall be divided into Five (5) classes, namely: (1) Sectoral (2) Regular (3) Miscellaneous (4) Associate (5) Designated Section 2. Sectoral Members Sectoral Members are either industry or trade associations of companies operating in Special Economic Zones approved or established by the Government, which associations are organized for the purpose of promoting the interest and welfare of its members. To qualify as a Sectoral Member, the association seeking membership must meet the following requirements. (1) It a must be registered with the Securities and Exchange Commission as a non-stock, non-profit corporation with the objective of promoting the welfare and interest of its members; (2) It must have at least Five (5) member entities; (3) The combined total export of its member entities must be at least US 1,000, for the year preceding its application for membership; (4) It must have been in existence and in full operation with the secretariat and office, at least one (1) year prior to application for membership. Section 3. Regular Members To qualify as a Regular Member, the entity seeking membership must meet the following requirements:

2 (1) It must be a sole proprietor duly registered with the DTI and in case of partnership or corporation, duly registered with the SEC; (2) It must be engaged in export business; (3) It must be a member of a Sectoral Member of the Foundation; (4) Its application for membership must be endorsed by the Sectoral Member of which it is a member; (5) There is no serious derogatory information regarding the applicant supplied by reliable sources; Section 4. Miscellaneous Members To qualify as a Miscellaneous Member, the entity seeking membership must meet the following requirements: (1) It must be a sole proprietor duly registered with the DTI and in case of partnership or corporation, duly registered with the SEC; (2) It must be engaged in export business; (3) Its application for membership must be endorsed by the Sectoral Member to which the applicant s export product would normally be associated with, had said applicant been a member of the Sectoral Member; (4) There is no serious derogatory information regarding the applicant supplied by reliable sources; Section 5. Associate members To qualify as Associate Member, the entity seeking membership must meet the following requirements: (1) It is an entity falling under any of the following classifications: (a) An industry/trade association organized by country or nationality affiliation: or (b) An industry/trade association whose members are engaged in activities supporting or with linkage to exports; (c) Any single proprietorship or corporation whose conduct of business is related to export; (2) It must be a sole proprietor duly registered with the DTI and in case of partnership or corporation, duly registered with the SEC;

3 (3) It is sponsored by any member of the Board of Trustees; (4) There is no serious derogatory information regarding the applicant supplied by reliable sources; Section 6. Admission to Membership A membership Committee, composed of three (3), shall evaluate all applications for membership and recommend the application for approval to the Board of Trustees. The Membership Committee shall be headed by a Chairman to be appointed by the Board of Trustees and the Chairman shall have the authority to appoint the two (2) other members of the committee and must be all members of the Board of Trustees. An applicant for membership shall formally signify its intention by completely fillingup the membership application form and submitting a;; pertinent documents and papers showing that it meets the qualifications listed in the provisions of this article. Admission for membership shall be effective upon the approval of the majority of the Board of Trustees and upon payment of the relevant fees. Section 7. Designated Member Within 30 days from the approval of its admission, each member shall designate, in writing, its permanent representative to the Foundation. The representative shall serve as the attorney-in-fact of the member and by virtue of such designation, the representative shall be authorized to act for and in behalf of the Member in all matters relating to the affairs of the Foundation. The designation of the member s representative shall be binding on the member until such time the Foundation shall have received a written notice of the replacement of the representative. Should the member fail, for any reason, to designate a Representative or appoint a new representative, the President or the General Manager of the member, as the case may be, shall be considered the Representative of the member to the Foundation for purposes of this section, until the receipt of written notice of the appointment of a new representative has been received by the Foundation. Section 8. Loss of Membership Membership may be lost or terminated on any of the following grounds: (1) Failure to pay the annual dues or failure to pay two (2) consecutive special assessments, within sixty (60) days from written demand made by the Treasurer or his duly authorized representative and upon approval of by a majority of the Board of Trustees at a regular or special meeting.

4 (2) Voluntary withdrawal by the member upon written notice to the Secretary of the Foundation at least 7 days prior to the effectivity of such withdrawal; the withdrawal from membership shall automatically take effect upon the lapse of the seven (7) days notice period without need of any action thereon by the Board of Trustees. (3) Any reasonable cause, such as, but not limited to, the commission of acts inimical to the interest of the Foundation, where the decision to expel the concerned members has been approved by two-thirds (2/3) of the members of the Board of Trustees during regular or special board meeting. Section 9. Voting Rights Unless otherwise required by law, only Regular and Miscellaneous Members in good standing shall have the right to vote in any regular or special meetings of the members of the Foundation. Each Regular and Miscellaneous Members shall be entitled to (1) vote. To be a member of good standing, Regular and Miscellaneous members must have fully paid its annual dues for the year and any arrears thereof. Section 1. Place of Meetings ARTICLE III Meetings The meetings of the Members of the Foundation shall be held at the principal office of the Foundations or at any place within the City of Cebu as may be determined by the Board of Trustees. Section 2. Membership Meetings There shall be one annual Membership Meeting to be to be held every third (3 rd ) Thursday of the month of November of each year, unless such date is a non-working holiday in which event, the meeting will be held on the next succeeding working day. An election of the Trustees of the Foundation shall be conducted on the annual membership meeting prior to the expiration of the term of the Trustees then in office. Section 3. Special Meetings

5 Special meetings of the members, for any purpose or purposes, may be called at anytime and at any place within the City of Cebu by the Chairman of the Board of Trustees, by the President of the Foundation, by majority of the Board of Trustees, by the President of the Foundation, by majority of the Board of Trustees or by 20% of all the members of the Foundation. Section 4. Notices Notice of the time and place of the holding of special meetings of the members shall be given by posting the same enclosed in a postage-prepaid envelope addressed to each member on record at the address appearing in the books of the Foundation, or by Fax, not later than seven (7) days before the date of such meeting. The notice of the special meeting shall state briefly the agenda of the meeting and no other business shall be transacted at such meeting unless with the consent of the majority of the Regular and Miscellaneous members present entitled to vote. The Bylaws shall be sufficient notice of the Annual Meeting and no further notice need be given with respect to said Annual Meeting. Failure to give notice or any defect in giving notice of an annual meeting shall not affect or invalidate any action taken at such meeting, for as long as there is a quorum during annual meeting. No notice of any meeting shall be published in any newspaper or any other medium. Section 5. Proxies Each member may attend Annual or Special Meetings personally, or through a Representative to be designated pursuant to these By-Laws, or by the designation of a proxy. A proxy must be designated by the Member in writing, signed by the Member s representative, and with the original thereof delivered to the Secretary of the Foundation at least three (3) days before the date of the meeting. No other form shall be required for the appointment of the proxy. Section 6. Quorum Unless the law otherwise requires, a majority of the Regular and Miscellaneous Members entitled to vote, present or by proxy, shall constitute a quorum at any meeting of members. Section 7. Voting Unless the law otherwise requires, a majority of the Regular and Miscellaneous Members present constituting a quorum be sufficient to approve and adopt corporate act.

6 ARTICLE IV Board of Trustees Section 1. Powers The corporate powers of the Foundation shall be exercised, the property of the Foundation held, and the business of the Foundation managed by the Board of Trustees. It may exercise such all such other lawful acts not prohibited by law, Articles of Incorporation and By-Laws. Section 2. Regular Meetings of the Board The Board of Trustees shall meet every third (3 rd ) Tuesday of every month for its regular meeting at a place and time to be designated by it. Section 3. Special Meetings The Board may be called for a special meeting at any time by the Chairman, the President, or upon the written request of the majority of the Board of Trustees at least four (4) days before the date of the intended meeting. In such case, notice of the meeting shall be served to the Trustees at least two (2) days before the intended meeting. Notice of the regular or special meetings of the Board of Trustees, specifying the date, time and place of the meeting, shall be communicated by the Secretary to each Trustee personally or by telephone, telex, telegram, or by written or oral message. A Trustee may waive this requirement, either expressly or impliedly. Section 4. Quorum. Unless the law otherwise requires, a majority of the Trustees shall constitute a quorum to transact business. Section 5. Number, Qualification and Term The Foundation shall have eleven (11) members of the Board of Trustees, who shall be elected at large, by secret ballot, by the Regular and Miscellaneous Members of the Foundation. They shall serve and hold office for a term of two (2) years until the election and qualification of their successors, provided that of the eleven (11) Trustees first elected, 6 shall hold office for two years and remaining five shall hold office for one (1) year. Each export sector duly represented in the Foundation through its sectoral member shall be represented by at least one (1) Trustee. The Miscellaneous members shall be represented in the Board of Trustees by one (1) Trustee. In the meantime, while the Foundation has less than eleven (11) sectoral members, some sectors shall be entitled to additional representation in the Board to be determined by the outgoing

7 Board of Trustees two (2) months prior to the hold of the election, and shall be based mainly on the size of their membership in good standing. To be eligible for election of the Board of Trustees, candidates must possess the following qualifications: (1) Must be of good moral character; (2) Must be duly designated Member of the Foundation, as provided for in Article II, Section 6; (3) The regular or the Miscellaneous Member he is representing must be a member in good standing of the Foundation. (4) Must be nominated by the Sectoral member to which the Regular Member belongs or, in the case of the candidate representing the Miscellaneous members, nominated by a majority of the Miscellaneous Members of the Foundation. (5) Must submit a written acceptance of his/her nomination. All nominations for the candidates for election of the Board of Trustees must be in writing, and together with the acceptance of the nomination by the nominee, must be submitted to Committee n Elections not later than one (1) month prior to the date of the elections. Sectors may submit as many nominations as it desires. Only those nominees determined by the Committee in Elections to be eligible for election to the Board of Trustees shall be listed as eligible candidates for election. The Board of Trustees of the Foundation shall be elected by the Regular and Miscellaneous Members during the Annual General membership meeting, as prescribed in Section 2 of Article III, prior to the expiration of the term of the Trustees then in office. The elected Board of Trustees shall hold its organizational meeting within the month immediately following their election, to elect the following officers of the Foundation, namely: Chairman, President, Vice President, Secretary, Treasurer and Auditor. Section 6. Comelec A Committee in Election (Comelec), to be composed of a chairman, who may or may not be a Trustee, and two (2) members, shall be appointed by the Board of Trustees two (2) months prior to the election date. The members of the comelec shall be disqualified as a candidate for the Board of Trustees. The Comelec shall automatically be dissolved after the proclamation of the winners and after all election-related protest have been settled. The Comelec shall supervise the conduct of the election from nominations, to the canvassing of results and proclamation of the winners and shall, among others, exercise the following function and powers. (1) To strictly enforce the pertinent provisions of these By-Laws and to promulgate such rules and regulations as may be necessary and not inconsistent with these By-Laws for the proper conduct of the elections;

8 (2) To receive written nominations of candidates for election; (3) To determine if the nominees are qualified under the By-laws, and to furnish all members with the list of eligible candidates per sector, at least fifteen (15) days prior to the election date; (4) To disqualify, after due notice and hearing, any candidate who violates or is privy to any violation of, any provision of this article, or any rule or regulation issued and duly circularized by the Comelec; provided that such disqualification shall be upon the majority vote of all members of the Comelec; (5) To supervise the conduct of the election upon such reasonable rules and regulations which it may determine for the proper conduct thereof; (6) To conduct and canvass the ballots in public immediately after the elections, and shall be certified to in writing by the Chairman and members of the Comelec, who shall forthwith announce the results and proclaim the winners; (7) To appoint such deputies as it may deem necessary in the conduct of the elections; (8) To take such steps as it may deem necessary or desirable to encourage the members of the Foundation to participate in the election. In case of an election protest, it shall be filed with the Comelec within twenty-four (24) hours after the canvassing of the election returns. The Comelec shall hear and decide within seventy-two (72) hours for the receipt of the protest. Section 7. Removal The members of the Board, except the Foundation advisers (ex-officio Trustees), may be removed with or without cause, by the vote of two-thirds (2/3) of all Regular and Miscellaneous members of the Foundation entitled to vote at a meeting call for that purpose. At such meeting, the Regular and the Miscellaneous members must elect replacement Trustee, who must come from the sector of the removed Trustees or a Miscellaneous member, as the case may be, provided however that such replacement Trustee must have the qualification provided in these By-Laws. Section 8. Vacancy Vacancies in the Board of Trustees, except those of the Foundation Advisers (Ex- Officio Trustees), caused by death, incapacity, or resignation, shall be filled to the following conditions:

9 (1) If the remaining unserved term of the vacated seat is more than one-half (1/2) of the whole two (2) years term, the replacement Trustee shall be elected by the Regular and Miscellaneous Members of the Foundation at a special or regular general membership meeting; (2) If the remaining unserved term of the vacated seat is less than one-half (1/2) of the whole two (2) years term, the remaining members of the Board of Trustees, if still constituting a quorum shall elect, by majority vote, the replacement trustee at a special or regular meeting of the Board of Trustees. Provided, however, that if the vacancy is caused by removal, the replacement trustee \must be elected at the meeting of the Members provided for in Section 7 of this article; Section 9. Compensation All members of the Board of Trustees shall not receive any compensation of any kind whatsoever. Section 10. Executive Committee The Board of Trustees shall create an executive Committee to be composed of at least three (3) members of the Board including the President, who hall act as the head thereof. The Executive Committee shall exercise such powers as may be delegated to it by the Board of Trustees, subject to such limitations as the Board may impose or as may be provided for in the By-Laws or under applicable laws. Unless otherwise required by law, or unless otherwise repealed or modified by the Board of Trustees, any resolution adopted by a majority of the Executive Committee shall be valid and binding on the Foundation. A majority of the Committee shall keep a record of its proceedings and shall submit a report of al its acts and resolutions at least two days before the every regular Board Meeting. Section 11. Standing and Special Committee Whenever necessary for the furtherance of the objective of the Foundation. the Board of Trustees may create a Standing Committee, such as, but not limited to the following: (a) Membership (b) Budget and Finance (c) Ways and Means The Board may also create special committees whenever it deems necessary. The Board may, in its discretion delegate any of its functions to the committee created, unless the law or these by-laws requires any act to be made and decided upon only by the Board of Trustees, in which case, any action thereon taken by the Committee shall only be recommendatory in nature.

10 Section 12. Foundation Advisers The Board of Trustees shall appoint a maximum of five (5) Foundation Advisers who shall be Ex-Officio members of the Board of Trustees. The Foundation Advisers shall have no voting rights, shall act as advisers of the Foundation, and it shall be composed of the highest designated officer of the following government agencies in Central Visayas based in Cebu City, or their duly designated representatives, to wit: DTI, Central Bank, BOC and DENR among others. The Foundation Advisers shall not be included in the determination of any quorum for meetings of the Trustees or in the determination of any voting majority in any such meetings. Section13. Voting Any corporate act can only be adopted by a vote of at least majority of the Board of Trustees. ARTICLE V Officers Section 1. Corporate Officers The Foundation shall have the following officers: (1) Chairman of the Board (2) President (3) Vice President (4) Secretary (5) Treasurer (6) Auditor The Board may appoint such other corporate officer or officers as it may deem necessary. Any two or more positions may be held concurrently by the same person except that no one shall act as President and Secretary or President and Treasurer at the same time. Section 2. Election of Officers All officers of the Foundation, shall be elected by the Trustees during the organizational meeting of the Board of Trustees to be held within the month immediately following their election. The officers shall hold office effective January 1 of the year following their election and shall continue to hold office for a term of one (1) year and until their successors shall have been elected and have qualified. Section 3. Powers and Duties of the Chairman.

11 The Chairman shall preside at all meetings of the Board of Trustees and of the members, shall make riports to the Members and shall perform all such other duties incumbent to his office or as may be required of him by the Board of Trustees. He shall be an ex-officio member of all Special and Standing Committees of the Board. He shall also have the power to sign and countersign all such bills, notes, checks and contracts as may pertain to the ordinary business affairs of the Foundation and when duly authorized by the Board of Trustees, shall sign all contracts, orders, deeds, leases, licenses or other instruments of a special nature. Section 4. Powers and Duties of the President. The President shall be the Chief Operating Officer of the Foundation and shall exercise general supervision and administration over all affairs and properties of the Foundation and over all its officers and employees. The President shall implement all resolutions of the Board, and the operation and day to day activities of the Foundation shall be performed by and/or shall be under the control and supervision of, the President The President shall submit to the Board a complete report of the operations of the Foundation and the state of its affairs as soon as possible after the close of each fiscal year. The President shall also submit a similar report to the Members during the Annual Meeting of Members. He shall from time to time report to the Board all matters within his knowledge for which the interest of the Foundation may require to be brought to its notice. He shall preside over all meetings of the Board of Trustees or of the Members in the absence of the Chairman and shall undertake such other duties from time to time as may be assigned to him by the Board. In the absence of the Chairman, the President shall have the power to sign and countersign all such bills, notes, checks and contracts, orders, deeds, leases, licenses or other instruments of a special nature. Section 5. Powers and Duties of the Vice President In the absence of the President, the Vice President if qualified, shall perform all the duties of the President and when so acting, shall have the powers of and be subject to all restriction on the President. He shall also perform such other duties as the Board of Trustees from time to time may prescribed. Section 6. Powers and Duties of the Secretary The Secretary must be a citizen and resident of the Philippines. He shall be the custodian of and shall maintain the corporate books and records and shall be the recorder of the Foundation s formal actions and transaction. He shall record or see to the proper recording of the minutes and transactions of all meetings of the Trustees and the Members, and shall maintain minute books of such meetings in the form and manner required by law. He shall certify to corporate acts, countersign corporate documents and certificates, and make reports or statements as may be required of him by law or by government rules and regulations or as may be needed for any purpose. He shall attend to the giving and serving of all notices of the Foundation required by law or these By-laws to be given and keep the corporate

12 seal, and to attest by his signature all corporate documents requiring the same. The Secretary shall review the correctness and validity of all proxies submitted for any meetings at which an election for the Board of Trustees of the Foundation shall be held, and in the latter case, advise and report to the Comelec the number of valid proxies for use during the election. Section 7. Powers and Duties of the Treasurer The Treasurer shall have custody of all corporate funds and assets and shall keep full and accurate accounts of all receipts and disbursements in books belonging to the Foundation and shall deposit all the money and other valuables in the name of and to the credit of the Foundation on such depositories as maybe designated by the Board. The Treasurer shall render to the Chairman and/or the President and to the Board, whenever they may require, an account of all transactions as Treasurer and of the financial condition of the Foundation. Section 8. Powers and Duties of the Auditor The Auditor shall make a periodic audit of all cash receipts, disbursement and other matters pertaining to the finances of the Foundation. The Auditor shall see to it that all financial transactions and procedures are in accordance with generally accepted accounting principles. The Auditor shall make periodic reports to the Board of Trustees on all the audit findings. Section 9. Employees The President shall hire or appoint such employees as may be necessary to assist him in the performance of his duties, provided, however, that all employees of the Foundation hired or appointed by the President are subject to the approval of the Board of Trustees, and the Board shall define the powers and duties and fix the compensation of such employees in all that is not provided in these By-Laws. ARTICLE VI Membership Dues Section 1. Membership Dues All Members shall pay such annual fees as may be determined by the Board of Trustees. Payment must be made within the first quarter of the calendar year or before March 31. The Board may increase said fees at any time upon the concurrence of at least of at least majority of the members of the Board of trustees during regular or special Board of Trustees meeting. It may also impose fines on any Member who fails to attend meetings. Section 2. Special assessments Special Assessments of the members may be made by the Board upon notice if the same shall be necessary to conduct the business of the Foundation. Members

13 however, shall have the right to rescind such special assessments by a vote of twothirds (2/3) of all members in good standing. ARTICLE VII Miscellaneous Provisions Section 1. Corporate Seal The Foundation Seal shall contain the name of the Foundation and the place and year of its incorporation and shall be in such form as the Board shall provide. Section 2. Fiscal Year The fiscal year of the Foundation shall start on January 1 and ends on December 31 of each year. Section 3. Amendments These By-Laws may be amended or repealed by the affirmative vote of at least a majority of the Board of Trustees and the majority vote of the Members entitles to vote at a meeting called for the purpose. The power to amend, modify, repeal, or adopt new By-Laws may be delegated to the Board of Trustees by the affirmative vote of not less than two-thirds of the Members entitled to vote; Provided, that any such delegation of powers to the Board of Trustees to amend, repeal, or adopt new By-Laws may be revoked by the majority vote of Members entitled to vote at a regular or special meeting. IN WITNESS WHEREOF, the Members voting in favor of the adoption of these By-Laws have hereunto subscribed our names this April 11, 1997, at Cebu City Philippines. XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX