Articles of Incorporation

Of
Saint Thomas Builders Inc.

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned incorporators, all of legal age and majority of whom are resident of
the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of
the Republic of the Philippines.
THAT WE HEREBY CERTIFY:
First: That the name of said corporation shall be “Saint Thomas Builders Inc.”;
Second: A. The primary purpose of this corporation is
To engage in and carry on general engineering construction, including therein the
designing, constructing, enlarging, repairing, removing, developing, or otherwise engaging in
any work upon buildings, houses and condominiums, roads, highways, manufacturing and
industrial plants of all kinds, bridges, airfields, piers, docks, mines, waterworks, railways, public
works, all iron, steel, wood, masonry and earth construction, and to make, execute, bid for and
take or receive any contracts or assignment of contracts.
B. The secondary purposes of this corporation are:
1. To deal and engage in land or real estate business in all its branches and ramifications,
to hold, develop, manage, administer, sell, convey, encumber, purchase, acquire, rent or
otherwise deal in and dispose of, for itself or for others, for profit and advantage, residential
including, but not limited to all kinds of housing projects, commercial, industrial, urban or other
kinds of real property, improved or unimproved, with or to such persons and entities and under
such terms and conditions as may be permitted by laws to acquire, purchase, hold, manage,
develop and sell subdivision lots, resorts and leisure projects, with or without buildings or
improvements, for such consideration and in such manner or form as the Corporation may
determine or as the law permits; to erect, construct, alter, manage, operate, lease, in whole or in
part, buildings and tenements of the Corporation.
2. To engage in allied construction business, such as, but not limited to, purchase,
sale and/or lease of construction equipment.
3. To purchase, subscribe for, or otherwise acquire and own, hold, use, invest in,
develop, sell, assign, transfer, lease, take options to, mortgage, pledge, exchange, and in all ways
deal with personal and real property of every kind and description, including shares of the capital
stock of corporations, bonds, notes, evidence of indebtedness, and other securities, contracts or
obligations of any corporation, domestic, or foreign, without however engaging in dealership in
securities, in the stock brokerage business, or in the business of an investment company.
4. To acquire or obtain any government or authority, national, provincial, and
municipal or otherwise, or any corporation, company or partnership or person, such charter,
contracts, franchise, privileges, exemption, licenses and concession as may be conducive to any
of the objects of the corporation.
5. To borrow money, to make and issue notes and other evidences of indebtedness of
all kinds and to secure the same by mortgage, pledge or otherwise, as the business of the
corporation may require.
Third: That the place where the principal office of the corporation is to be established at:
Street:
Municipality: Dolores Province: Quezon
 Fourth: That the corporation shall have a term of fifty (50) years from the date of
issuance of the certificate of incorporation;
Fifth: That the names, nationalities, and residence addresses of the incorporators of the
corporation are as follows:
Name Nationality Residence
Noriel E. Solis Filipino San Jose, San Pablo City, Laguna
Roland Francis V. Quiaño Filipino San Gabriel, San Pablo City, Laguna
Lazaro M. Abrenica Filipino San Francisco, San Pablo City, Laguna
Sixth: That the number of directors of the corporation shall be three (3); and the names,
nationalities, and residence address of the first directors of the corporation are as follows:
Name Nationality Residence
Noriel E. Solis Filipino San Jose, San Pablo City, Laguna
Roland Francis V. Quiaño Filipino San Gabriel, San Pablo City, Laguna
Lazaro M. Abrenica Filipino San Francisco, San Pablo City, Laguna
Seventh: That the authorized capital stock of the corporation is TWENTY MILLION
PESOS (P 20,000,000.00), in lawful money of the Philippines divided into the following classes:
1. ELEVEN MILLION (11,000,000) voting common shares with the par value of ONE
PESOS (P 1.00) per share; and
2. NINE MILLION (9,000,000) preferred shares with the par value of ONE PESOS
(P1.00) per share.
The Preferred Shares shall be non-voting, non-convertible, and shall have preference over
common shares in case of liquidation, dissolution or winding up of the Corporation. The Board
of Directors is expressly authorized to issue preferred shares in one or more series, establish and
designate each particular series of preferred shares, fix the number of shares to be included in the
series, and to determine the dividend rate, issue price, designations, relative rights, preferences,
privileges and limitation of the preferred shares and/or series of shares.
Holders of preferred shares shall be entitled to cumulative preferential dividends, before
any dividend is paid upon shares of common stock, payable at a rate and at such interval as may
be determined by the Board of Directors. Preferred shares shall be non-participating in any other
or further dividends beyond that specifically payable on the shares.
The preferred shares may be redeemed by the corporation at the sole option of the Board
of Directors at the price to be determined by the Board of Directors. Any and all shares of
preferred stock so redeemed shall not be considered retired and may be re-issued by the
Corporation.
There shall be no pre-emptive right on the part of the holders of shares of either the
common stock or preferred stock of the Corporation. Voting rights shall be vested exclusively in
common shares
Eight: That the number of shares of the authorized capital stock above-stated has been
subscribed as follows:
Name of Nationality No. of Shares Amount Amount Paid
Subscriber Subscribed Subscribed
Noriel E. Solis Filipino 3,000,000 3,000,000.00 200,000.00
Roland Francis V. Filipino 3,000,000 3,000,000.00 200,000.00
Quiaño
Lazaro M. Filipino 3,000,000 3,000,000.00 200,000.00
Abrenica

9,000,000 9,000,000.00 600,000.00

 Ninth: No transfer of stock or interest which shall reduce the ownership of Filipino
citizens to less than the required percentage of 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 stock certificates issued by the corporation.
Tenth: That Lazaro M. Abrenica has been elected by the subscribers as Treasurer of the
Corporation to act as such until after the successor is duly elected and qualified in accordance
with the bylaws, that as Treasurer, authority has been given to receive in the name and for the
benefit of the corporation, all subscriptions, contributions or donations paid or given by the
subscribers or members, who certifies the information set forth in the seventh and eight clauses
above, and that the paid-up portion of the subscription in cash and/or property for the benefit and
credit of the corporation has been duly received.
Eleventh: That the incorporators undertake to change the name of the corporation
immediately upon receipt of notice from the Commission that another corporation, partnership or
person has acquired a prior right to the use of such name, that the name has been declared not
distinguishable from a name already registered or reserved for the use of another corporation, or
that it is contrary to law, public morals, good customs or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this

________ day of ______________, 2024 in the Municipality of Dolores, Province of Quezon,
Republic of the Philippines.

Noriel E. Solis Lazaro M. Abrenica

TIN: 416-288-199-000 TIN: 410-058-175-000

Roland Francis V. Quiaño

TIN: 418-654-288-000

Lazaro M. Abrenica
Treasurer