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COVER SHEETCOMPANY REGISTRATION AND MONITORING DEPARTMENT

SEC Registration Number

\ \#"3,-\Company!s Fasclmlle Numberls

AMENDED TO:New Company Name

COMPANY INFORMATION "I .••.G "'.,0Company's Telephone NumberlsCompany's Email Address

Natu", 01Appllcallon

Name of Contact Person

'\'C-c!. <t- \ 'C\ "CONTACT PERSON INFORMATION

Email Address Telephone Number/s __ F._c_slm_;_le_N_um_b_.rl_.~

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Assigned Processor

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Receivedby Corporate Filing and Records Division (CFRD)

Forwarded to:

Corporate and Partnership Registration Division .Green Lane UnitFinancial Analysis and Audit Divisionlicensing UnilCompliance Monitoring Division

AMENDED ARTICLES OF INCORPORATION

OF

SUN LIFEOF CANADA (PHILIPPINES), INC.

KNOW ALL MEN BYTHESE PRESENTS:

That we, the undersigned incorporators, all of legal age and a majority of whom areresidents of the Philippines, have this day voluntarily associated ourselves together for thepurpose of forming a stock corporation under the laws of the Republic of the Philippines.

AND WE HEREBY CERTIFY:

FIRST:

SECOND:

That the name of said corporation shall be:

SUN LIFE OF CANADA (PHILIPPINES), INC.

That the purposes for which said Corporation is formed are:

PRIMARY PURPOSE

To engage in, conduct, transact, carry on and undertake the business of lifeinsurance, including accident and health insurance in all its branches, and in particular tounderwrite insurance upon the lives of individuals, either singly or in groups, and everyother kind of insurance appertaining thereto or connected therewith, includingreinsurance; to make contracts for insurance and reinsurance providing against allhazards, risks, guarantees and contingencies to which life, health, accident, or medicalinsurance is applicable; to indemnity against legal liability; to compute and issueendowments and grants; to grant, issue, purchase or dispose of annuity contractsimmediate or deferred, payable between any fixed dates or contingent as to theircommencement or determination upon any event dependent upon human life or thebirths or failure of issue or otherwise; to issue participating and non-participatingcontracts of insurance; to create or set aside out of the capital or revenues of thecorporation a special fund or special funds, and to give to any class of its policyholders,annuitants or creditors any preferential right over any fund or funds so created, and forany other purposes of the corporation to place any portion of the corporation's propertyin the name or names or within the control of anyone or more trustee or trustees, or togive any class of insurers a right to participate ih the profit of insurance or otherobligation as well as business; to purchase for its own benefit any policy of insurance orother obligation as well as claims of policyholders and to reinsure all or part of the risksunderwritten by the corporation; to lend money to its clients or customers or invest inany such business or undertaking which it may deem appropriate to promote and/orprotect the interest of the corporation in such terms as it may deem proper and justwithout however engaging in the financing business as contemplated in R.A.5980; to takeor otherwise acquire and hold shares in any other corporation having objects altogetheror in part similar to those of this corporation or carrying on any business capable of beingconducted so as directly or indirectly to benefit this corporation; to do all or any off the

) . , ,

above things in any place in which the corporation may determine as principals, agents,or otherwise and either alone or in conjunction with others and to do all such otherthings as are incidental or conducive to the attainment of the above objects.

SECONDARY PURPOSE

1. To acquire or obtain from any government or authority, national,provincial, municipal or otherwise, or any corporation, company or partnership orperson such charters, contracts, franchises, privileges, exemptions, licenses andconce~sions as may be conducive to any or the objects of the corporation.

2. To hold by lease or construct, as the case may be, real properties such asland, buildings, factories and warehouses, machinery, equipment and other personalproperties as may be necessary or incidental to the conduct of the corporation's business.

3. To establish and operate one more branch offices or agencies and to carryon any or all of its operations and business without any restrictions as to place or amountincluding the right to hold, or occupy by any lease, real and personal property anywherewithin the Philippines; and in connection with its business, make and enter into all kindsof contract, agreements, and obligations with any person or persons, corporation ofcorporations, or other associates.

4. To borrow or raise money necessary to meet the financial requirements ofits business by the issuance of bonds, promissory notes and other evidences ofindebtedness, and to secure the repayment thereof by mortgage, pledge, deed of trust orlien upon the properties of the corporation or to issue, pursuant to the law, shares of itscapital stock, debentures and other evidences of indebtedness in payment for propertiesacquired by the corporation or for money borrowed in the prosecution of its lawfulbusiness.

5. To invest and deal with the money and properties of the corporation in.such manners as may from time to time be considered wise or expedient for theadvancement of its interests and to sell, dispose of or transfer the business, properties andgoodwill of the corporation or any part thereof for such consideration and under suchterms as it shall see fit to accept.

6. To aid in any manner any corporation, association, or trust, estate,domestic or foreign, or any firm or individual, any shares or stock in which or any bonds,debentures, notes, securities, evidences or indebtedness, contracts or obligations of whichare held by or for this corporation, directly or indirectly, or through other corporations orotherwise.

7. To enter into any lawful arrangement for sharing profits, union of interest,unitization or farmout agreement, reciprocal concession, or cooperation with anycorporation, association, partnership, syndicate, entity, person of governmental,municipal or public authority, domestic or foreign, in the carrying on of any business ortransaction deemed necessary, convenient or incidental to carrying out any of thepurposes of this corporation.

8. To render services, such as, but not limited to, underwriting, policyissuance, policy administration, policy servicing, client services, claims services,

information technology support, system development, legal support services, compliance,actuarial, product development, internal audit, agency accounting, financeadministration, agency development, agency or sales training, marketing, intellectualproperty administration, investment management and administration, staff recruitment,human resources administration and management, corporate secretarial assistance, crisismanagement and such other services, to subsidiaries and affiliates in order to improvetheir operational efficiencies and to provide support in all aspects of their businesses. (Asamended on March 4, 2010)

9. To conduct and transact any and all lawful business, and to do or cause tobe done anyone or more of the acts and things herein set forth as its purposes, within orwithout the Philippines, and in any and all foreign countries, and to do everythingnecessary, desirable or incidental to the accomplishment of the purposes or the exerciseof anyone or more of the powers herein enumerated, or which shall at any time appearconducive to or expedient for the protection or benefit of the corporation. (As amendedon March 4, 2010)

10. To posses and exercise all powers and privileges nor or hereafter granted toor conferred upon corporations of the Republic of the Philippines; and to posses andexercise such incidental corporate powers as are, and to do all and everything as isnecessary, suitable, convenient or proper for the accomplishment of any of the purposes,or the attainment of any or expedient for the protection or benefit of the corporationeither as holder of or interested party in any property or otherwise. (As amended onMarch 4, 2010)

THIRD; That the place where the principal office of the Corporation is to beestablished or located is at the Sun Life Centre, 5th Avenue comer Rizal Drive, BonifacioGlobal City, 1634 Taguig City, Philippines. (As amended on 3 June 2014)

FOURTH; That the term for which the corporation is to exist is fifty (50) yearsfrom and after the date of issuance of the certificate of incorporation.

F1FTH: That the term for which the corporation is to exist is fifty (50) yearsfrom and after the date of issuance of the certificate of incorporation.

Name1. YvesLaneuville

2. James Henry Van Harmelen

3. Esther C. Tan

4. Caesar P. Altarejos, Jr.

5. Henry M. Herrera

NationalityCanadian

Canadian

Filipino

Filipino

Filipino

Residences1470 Calurnpang StreetDasmarinas VillageMakati Ciry1206 Acacia StreetDasmarinas VillageMakati City172 Barcelona StreetSan Juan, Metro Manila89 Dallas St. corner CebuSt., B.P.Homes, Paranaque107 Taurus StreetCinco Hermanos Subd.Industrial Valley,MarikinaCity

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SIXTH: That the number of directors of this Corporation shall be five (5)and the names, nationalities and residences of the first directors of the corporation whoare to serve until their successors are elected and qualified as provided by the By-Jaws areas follows:

Name1. Yves Laneuville

2. James Henry Van Harmelen

3. Esther C. Tan

4. Caesar P. Altarejos, Jf.

5. Henry M. Herrera

NationalityCanadian

Canadian

Filipino

Filipino

Filipino

Residences1470 Calumpang StreetDasmarinas VillageMakati City1206 Acacia StreetDasmarinas VillageMakati City172 Barcelona StreetSan Juan, Metro Manila89 Dallas St. corner CebuSt., B.P.Homes, Paranaque107 Taurus StreetCinco Hermanos Subd.Industrial Valley, MarikinaCity

SEVENTH: That the authorized capital stock of the corporation is ONEBILLION PESOS (Php 1,000,000,000.00), Philippine Currency, and said capital is dividedinto TEN MILLION (10,000,000) common shares with a par value of ONE HUNDREDPESOS (Php 100.00) per share

EIGHT: That the amount of capital stock which has actually beensubscribed is lWO HUNDRED FIFTYMILLION PESOS (Php 250,000,000.00) and thefollowing persons have subscribed and paid for the number of shares and the amount ofcapitals tock set out after their respective names:

Name Nationality No. of Shares Amount Amount Paid onSubscribed Subscribed Subscription

1.Sun LifeAssuranceCompany Canadian 2,499,995 Php249,999,500.00 Php249,999,500.00of Canada2. YvesLaneuville Canadian 1 100.00 100.003. James Henry Van Harmelen Canadian 1 100.00 100.004. EstherC.Tan Filipino 1 100.00 100.005. CaesarP.Altarejos,Jr. Filipino 1 100.00 100.00G. HenryM.Herrera Filipino 1 100.00 100.00

Total 2,500,000 Php250,000,000.00 Php250,000,000.00

NINTH: That the above-named subscribed have paid at least twenty-fivepercent (25%) of the total subscription on the shares of capital stock for which they havesubscribed and the following subscriber has also contributed surplus in the amount setout opposite its name below:

\ .(

Name

Sun LifeAssurance Company of Canada

Contributed Surplus

Php 50,000,000.00

TENTH: That Mr. CAESAR P ALTAREjOS, jR. has been elected by thesubscribers as Treasurer of the corporation to act as such until his/her successor is dulyelected and qualified in accordance with the By-Laws; and that as such Treasurer. he/shehas been authorized to receive for and in the name and for the benefit of the corporation,all subscriptions paid by the subscribers.

ELEVENTH: That the corporation manifests its willingness to change itscorporate name in the event another person, firm or entity has acquired a prior right touse the said firm name or one deceptively or confusingly similar to it.

IN WITNESS WHEREOF, we have hereunto signed these Articles ofIncorporations, this 15th day of july 1999, in Makati City, Republic ofthe Philippines.

(sgd)YVESLANEUVlLLE

(sgd)ESTHER C. TAN

SIGNED IN THE PRESENCE OF:

(illegible)

(sgd)JAMESHENRY VAN HARMELEN

(sgd)CAESARO. ALTAREjOS,jR.

(sgd)HENRY M. HERRERA

(illegible)

SIGNED IN THE PRESENCE OF:

NOTARIAL ACKNO\VLEDGMENT

REPUBLIC OF TIm PHILIPPINES)CITY OF MAKATI ) S.S

UEFOH.f, ME, aNotary Public in and for the City of Makati, Philippines, 011 thisday of_J1LL~..1J.~ill.-_"",.. 1999, personally appeared the following persons

wilh their respective Community Tax Certificates:

Name Community Tax Date & PInel,'Ccrt. No./Passport No. or Issue

l. Yves Laneuville BC053454 07.15.96Townto, C~1tlnda

2. lames Henry Van BCJ06829 03.0599Hannelcn Toronto, Canada

3.Esther C. Tan 09043268 0L29.99ManiJa

4,Caesar P. Altarejos, Jr. CCI199715385411 03.19.99Paranaque

5. Henry M. Herrela 01463353 020499Makati City

all known to me and to me kno\v:ti to be the same persons who executed the foregoingArticles of Incorporation and they acknowledged to me that the same is their free andvoluntary act and deed.

IN TESTIMONY WHEREOF I have hereunto set my hand and atlixed mynotarial sen I on the date and at the place first above written.

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Doc. No. IS""~agcNo.;L~Book No. ~Series of 1999

(!JjJ;LEC!LLF 1'()!;rTTE L. Bf)R.I~

I':," FUr:~UCLitiltL i I. t .• :1l/2(1[!O

0TR NO.O"lS3~'77 _.1/7/93 MI(T!CITV OF Mt.d<ATI

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TREAStJRER'S AFFIDAVIT

RE~iJBLlC OF THE PHILIPPINES)MAKATI CITY )

I, CAESAR P. ALTAREJOS, IR., being duly ,worn, depose and say:

That I have been elected by the subscribers of the corporation as Tceasurer thereof, to actus such until my successor has been duly elected and qualified. in accordance witi) the by-laws ofthe corporation, and that as such Treasurer, I hereby certify under oath that at least 25% of theauthorized capital stock of the corporation has been subscribed and at least 25% of thesubscription has been paid, and received by me in cash/property for the benefit and credit of thecmporation.

TIlls is also to authorize the Securities and Exchange Commission and Bangko ScntralNg PHipinas to examine and verify the deposit in the ClTIBANK N.A., Makati City, in my nameas Treasurer-in-lnlSl for SUN LIFE OF CANADA (pHILIPPINES) INC., in the amount ofTHREE HUNDRED MILLION (PHP300,OOO,OOO.OO), representing the paid-up capital of thesaid corporation which is in the process ofincorpora:tion. lbis authority is valid and inspection ofsaid deposit may be"'made even after the issuance of the Certificate of lncotporatioll to thecorporation. Should the deposit. be transferred to another bank prior to or after incorporation, thiswill also serve as authority to verify and examine the same. The representative of the Securitiesand Exchange Commission is also authorized to _e:ialt1ine, the pertinent books and records ofaccounts of the corporation, as well as all supporting papers to determine the utilization anddisbursement of the said paid.up capital.

CA/7~ ,JR'

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SUBSCRIBED AND SWORN to before me thi, JUl f iiaJ99l1' July 1999 at MakatiCity, affiant exhibiting to me his Com. Ta.x Cert. No. 07266206 issued at Manila ali April 10,1999.

Doc. No. 'fpPage No. I>Book No. VISeries of i999.'

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REPUBLICOFTHE PHILIPPINES ICITYOFTAGUIG ) S.S.

- SECRETARY'SCERTIFICATE

L MARlACECILIAV. SORlA, of legal age, Filipino, and with office address at the6th Floor, Sun Life Centre, 5th Avenue comer Rizal Drive, Bonifacio Global City, TaguigCity, after having been duly sworn, depose and state that:

I. I am the Assistant Corporate Secretary of SUN LIFE OF CANADA(PHILIPPINES), INC., a corporation duly organized and existing under and byvirtue of the laws of the Republic of the Philippines, with principal office at theSun Life Centre, 5th Avenue corner Rizal Drive, Bonifacio Global City, TaguigCity.

2. To the best of my knowledge, no action or proceeding has been filed or ispending before any court that involves an intra-corporate dispute and/or claim byany person or group against the Board of Directors, individual directors, and/orthe top corporate officers in their capacity as elected and/or appointed officers.

I hereby attest to the truthfulness of the foregoing by affIxing my signaturehereunder on the date and at the place indicated below.

MARIACE~ SORIAAffiant

AUG J 8 2014SUBSCRlBED AND SWORN to before me this , affiantexhibiting to me her competent evidence of identity, with Driver's License No. N04-05-517942 expiring on 9 May 2015.

Doc. No. 3(;, ;

Page No . ....Q£;Book No . ..l.-;Series of 20 14.

IAN ERRAND__ sanJuln

enellM! I orPlteros,PhllIpsJinesp,ppolm:mem No. 256 until December 31, 2015

Roll of ARomeys No. 63412PT1INo. A-2127.?; 19 May 2014; 7qull CItyIBP No. 967937; 31 March 2014; Quezon Oty

MCl.Etompl~1lQl No.NlA {Adm_ to lhe BarMay2014lUnit 1S04.1S/F Picadilly Star EUOg.,4- Ave. em. 2" St.,

8oMlladoGlobalCIty,T_ CIty

Republic of the PhilippinesDepartment of Finance

INSURANCE COMMISSION1071 United Nations Avenue

Manila

1st ENDORSEMENT20 August 2014

Respectfully endorsed to the Securities and Exchange C<;1I11mission(SEC), SEC Building, EDSA Greenhills, Mandaluyong City, 1.1;16 attachedamended Articles of Incorporation of SUN LIFE OF CANADA~(I?f1IL1PPINES),INC. with the advice that the Insurance Commission (IC) has n objection to itsregistration and has taken note of the amendment which is e change of itsprincipal address to Sun Life Centre, 5th Avenue corner Rizal rive, BonifacioGlobal City, Taguig. (As amended on June 3, 2014)

This Endorsement should be submitted to the Securities and ExchangeCommission (SEC) by the applicant together with the same documents aspresented to the Insurance Commission (IC).

EMMANUELInsurance Co

lie/frey

i, .

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REPUBLICOF THE PHILIPPINES)TAGUIGtm ) S.S.

KNOWALLMEN BYTHESE PRESENTS:

We, the undersigned, being the Chairman, Corporate Secreta a majority ofthe members of the Board of Directors of SUN LIFE OF CANADA (PHI IPPINES), INC.(the "Corporation"), after being sworn to in accordance with law, do hereby certify thatthe accompanying document, attached as Annex "A," is a true and correct copy of theAmended Articles of Incorporation of the Corporation embodying amendment, incompliance with SECMemorandum Circular NO.6, Series of 2014, of the Third Article tostate the specific principal office address. Said amendment was duly approved andadopted by a majority of the Board of Directors and at least 2/3 of the issued andoutstanding capital stock of the Corporation during their respective meetings held on 3June 2014 at the Corporation's principal office.

In accordance with the foregoing resolution, the undersigned certify that the ThirdArticle of the Articles of Incorporation shall be amended as follows:

"THIRD: That the place where the principal office of the Corporation is to be establishedor located is at the Sun Life Centre, 5th Avenue corner Rizal Drive, Bonifacio Global City,1634 Taguig City, Philippines. (As amended on 3 June 2014)"

IN WITNESSWHEREOF, we have hereunto set our hands this AUG 1 8 2014in ITAGUIGaTY

JOSE ISIDRO N. CAMACHOChainnan

TIN 111-813-306

.~RAFAELM. ALUN

Director. ,TIN 133-432-531

'.

FABIEN JEUDYDirector

TIN 201-965-632

JEMILYN . CAMANIACorpor te SecretaryTIN 918-719-776

CL-PETER D,WALKER

DirectorTIN 169-939-361

SUBSCRIBED AND SWORN to before me this fl;UG 1 8 2014 attAGUIG em , affiants having exhibited to me competent evidence of their identity

as follows:

NameRizalina G. Mantaring

Pass art Driver's License No.EB2566111

Date/Place Issued29 May 2011 !Manila.

Rafael M. Alunan

Peter D. WalkerJemil S. Camania

Doc. No,.fS ;Page No . .11Il..;BookNo.~;Series of 2014.

EB2173485

GA187061EB0123178

JANNota,..,. P1.I c for

andIn ofPateros,PhilippinesAppolntm No. 2S6 until December 31, 201S

/Iot Attorneys No. 63412PTRNo. A-2127179; 19 May 2014; Tagulg OtyIBPNo. ifi7937; 31 March 2014; Quezon CIty

MClf CompuanceNO.NfA (Admitted to the Bar Mav 2014JUnit 1504, 1S/F Plcadllfy Star _., 4. Ave. cor. rr SL,

_0 Global City,TagulgCity