BY LAWS OF GP FOOD INCORPORATION

ARTICLE I – OFFICES

Section 1. Principal Executive or Business Offices. The principal office of the corporation shall be
located at the place stated in Article III of Incorporation.

Section 2. Other Offices. Branch or subordinate offices may be established at any time and at any
place within the country (Philippines) by the Board of Directors.

ARTICLE II – MEETINGS OF SHAREHOLDERS

Section 1. Place and Conduct of Meetings. Meetings of shareholders of the corporation will be
held at the main office as stated in the Article III of Incorporation or at any place designated by the
Board of Directors in the city or municipality where the principal office of the corporation is
located. Shareholders not physically present in person at a meeting of shareholders may
participate in a meeting of shareholders by means of electronic transmission or similar means of
communication.

Meeting of the stockholders shall be presided over by the President, or in his absence, by a
chairman to be chosen by the stockholders. The Secretary, shall act as Secretary of every meetings,
but if not present, the chairman of the meeting shall appoint a secretary of the meeting.

Section 2. Annual Meeting. The annual meeting of shareholders will be held each year on the first
Monday of March and at a time designated by the Board of Directors. Such annual meeting must be
held within six (6) months after the end of the corporation’s fiscal year every year. At each annual
meeting, directors will be elected and any other proper business within the power of the
shareholders may be transacted.

Section 3. Special Meeting. The special meetings of stockholders, for any purpose or purposes,
may at any time be called by any of the following: (a) Board of Directors, at its own instance, (b) at
the written request of stockholders representing a majority of the outstanding capital stock, or (b)
the President of the corporation.

Section 4. Notice of Shareholders’ Meetings.  All notices of meetings of shareholders will be sent
or otherwise given at least 10 days before the date of the meeting. The notice will specify the place,
date, and hour of the meeting, and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those matters that the board of
directors, at the time of giving the notice, intends to present for action by the shareholders. If
directors are to be elected, the notice will include the names of all nominees whom the board
intends, at the time of the notice, to present for election.

Section 5. Manner of Giving Notice; Affidavit of Notice. Notice of any shareholders’ meeting will
be given either by first-class mail or email, addressed to the shareholder at the physical or
electronic address appearing on the corporation’s books or given by the shareholder to the
corporation for purposes of notice.

When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to
give any notice of the adjourned meeting if the time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any
business may be transacted that might have been transacted on the original date of the meeting.

Section 6. Quorum. Unless otherwise provided by law, in all regular or special meeting of
stockholders, a majority outstanding capital stock must be present or represented in order to
constitute a quorum. If no quorum is constituted, the meeting shall be adjourned until the requisite
amount of stock shall be present.

Section 7. Voting. The shareholders’ vote may be by voice vote or by ballot.

Section 8. Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting
of shareholders will be as valid as though they were had at a meeting duly held after regular call
and notice, if a quorum is present, and if each person entitled to vote who was not present, either
before or after the meeting, signs a written waiver of notice or a consent to holding the meeting or
an approval of the minutes of the meeting.

Section 9. Section 9. Shareholder Action by Written Consent Without a Meeting. Any action

that could be taken at a meeting of shareholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of shares required to pass such an
action were a meeting otherwise called and all votes cast.

Section 10. Proxies.  At all meetings of stockholders, a stockholder may vote in person or by
proxy. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which is has
been presented to the Secretary. All proxies must be in the hands of the Secretary not later than
ten (10) working days before the time set for the meeting. Proxies filed with the Secretary may be
revoked by the stockholders either in an instrument in writing duly presented and recorded with
the Secretary, prior to a scheduled meeting or by their personal presence at the meeting.

Section 11. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining
the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any
adjournment thereof or to receive payment of any dividend, the Board of Directors may provided
that the stock and transfer books be closed for ten (10) working days immediately preceding such
meeting.

ARTICLE III – BOARD OF DIRECTORS

Section 1. Powers. Subject to the provisions of the [STATE CORPORATE LAW] (the “Code”) and
any limitations in the articles of incorporation and these bylaws, the business and affairs of the
corporation will be managed and all corporate powers will be exercised by or under the direction
of the board of directors.
Such general powers shall include (but not be limited to):

(a) From time to time, to make and change rules and regulations not inconsistent with these by
laws for the management of the corporation's business and affairs;

(b) To purchase, receive, take or otherwise acquire for and in the name of the corporation, any and
all properties, rights or privileges, including securities and bonds of other corporations, for such
consideration and upon such terms and conditions as the Board may deem proper or covenant;

(c) To invest the funds of the corporation on other corporations or for purposes other than those
for which the corporation was organized, subject to such stockholders' approval as may be
required by law;

(d) To incur indebtedness as the Board may deem necessary, to issue evidence of indebtedness
including and without limitation to notes, deeds of trust, bonds, debentures, or securities, subject to
such stockholders' approval as may be required by law, and/ or pledge, mortgage, or otherwise
encumber all or part of the properties of the corporation;

(e) To establish pension, retirement, bonus, or other types of incentive or compensation plans for
the employees, including officers and directors of the corporation;

(f) To prosecute, maintain, defend, compromise or abandon any lawsuit on which the corporation
or its officers is either plaintiff or defendant in connection with the business of the corporation;

(g) To delegate, from time to time, any of the powers of the Board which may be delegated the
course of the current business of the corporation to any standing or special committee or to any
officer or agent and to appoint any person to be agent of the corporation with such powers and
upon such terms as may be deemed fit;

(h) To implement these by-laws and to act on any matter not covered by these by-laws, provided
such matter does not require the approval or consent of the stockholders under the Corporation
Code.

Section 2. Composition, Qualifications, Election and Term. The Board of Directors shall be
elected during each regular meeting of stockholders and shall hold office for one (1) year and until
their successors are elected and qualified. All the directors must possess the qualifications and
none of the disqualifications prescribed by law, rules or regulations, and these by-laws.

The Board of Directors shall be composed of seven (7) directors and two (2) of whom shall be
independent directors. For this purpose, an independent director shall mean a person other than
an officer or employee of the corporation, its parent or subsidiaries, or any other individual having
a relationship with the corporation, which would interfere with the exercise of independent
judgement in carrying out the responsibilities of a director.
Any stockholder having at least one hundred (100) common shares registered in his name may be
elected director, provided, however, that no person shall qualify or be eligible for nomination or
election to the Board of Directors if he is engaged in any business which competes with or is
antagonistic to that of the corporation.

Without limiting the generality of the foregoing, a person shall be deemed to be so engaged:

(a) If he is an officer, manager or controlling person of, or the owner (either of record or
beneficially) of ten percent (10%) or more of any outstanding class of shares of, any corporation
(other than one in which the corporation owns at least thirty percent (30%) of the capital stock)
engaged in a business which the Board, by at least three-fourths vote, determines to be competitive
or antagonistic to that of the corporation; or,
(b) If he is an officer, manager or controlling person of, or the owner (either of record or
beneficially) of ten percent (10%) or more of any outstanding class of shares of, any other
corporation or entity engaged in any line of business of the corporation, when in the judgement of
the Board, by at least three• fourths vote, the laws · against combinations in restraint of trade shall
be violated by such person's membership in the Board of Directors; or,
(c) If the Board, in the exercise of its judgement in good faith, determine by at least three-fourths
vote that he is the nominee of any person set forth in (a) or (b).

In determining whether or not a person is a controlling person, beneficial owner or the nominee of
another, the Board may take into account such factors as business and family relationship. For the
proper implementation of this foregoing provisions, all nominations for the election of directors by
the stockholders shall be submitted in writing to the Board of Directors through the Corporate
Secretary on such earlier or later date that the Board of Directors may fix. A director shall be
qualified to hold office only upon pledging the one hundred (100) common shares registered in his
name to the corporation to answer for his conduct. The Board by majority vote of the members
may remote or replace a director for just causes or when he possesses the disqualifications
prescribed by law, rules or regulations. A director may, at any time, submit his written resignation
which shall be effective as of the date of its acceptance by the Board of Directors.

Section 3. Vacancies/Removal of a Director. Any vacancy occurring in the Board of Directors

other than by removal by the stockholders or by expiration of term, may be filled by the vote of at
least a majority of the remaining directors, if still constituting a quorum; otherwise, the vacancy
must be· filled by the stockholders at a regular or at any special meeting of stockholders called for
the purpose. A director so elected to fill a vacancy shall be elected only for the unexpired term of
his predecessor in office and until his successor is duly elected and qualified. The vacancy resulting
from the removal of a director by the stockholders in the manner provided by law may be filled by
election at the same meeting of stockholders without further notice, or at any regular or at any
special meeting of stockholders called for the purpose, after giving notice as prescribed in these by-
laws.

Section 4. Meeting. The Board meetings shall be quarterly. Special meetings may be held as often
as necessary on such dates and at such times and places as may be determined by the Chairman, or
the President, or upon written request of a majority of all members of the Board. Meetings of the
Board shall be held at the principal office of the corporation or at such other places as may be
designated in the notice.
Section 5. Notice. Notice of the regular or special meeting of the Board, specifying the date, time
and place of the meeting, shall be communicated by the Secretary to each director personally, or by
telephone, telegram, or by written message (provided, however that any such communication by
electronic mail or by any other method that does not produce a receipt of delivery must be
confirmed by fax unless the recipient director replies to confirm receipt) at least five (5) calendar
day prior to the meeting. A director may waive this requirement, but only expressly and in writing
and only for a single specified meeting.

Section 6. Quorum. No Meeting of the Board may proceed to transact any business unless a
quorum is present at the start of and throughout the meeting. Except where the law requires the
presence of a greater number, the presence of four (4) directors shall constitute a quorum.
Except where the relevant law requires a greater number, a majority vote of the directors present
in a meeting where a quorum as described is present shall be necessary to decide any matter that
may come before any meeting of the Board.

Section 7. Conduct of the Meetings. Meetings of the Board of Directors shall be presided over by
the Chairman of the Board, or in his absence, by the President, or if none of the foregoing is in office
and present and acting, by any other director chosen by the Board. The Secretary, shall act as
secretary of every meeting, if not present, the Assistant Secretary shall act as secretary of the
meeting. In the absence of both, the Chairman of the meeting shall appoint a secretary of the
meeting.

Section 8. Meetings by Teleconference, Videoconference or Similar Modes. Meetings of the

Board may be called and held by teleconferencing, Videoconferencing or through similar modes of
modern communication technology in accordance with Memorandum Circular No. 15 of the
Securities and Exchange Commission ("SEC") or such other rules and regulations as may be
promulgated in respect thereof from time to time by the SEC. In addition to the secretary of such
meeting maintaining written minutes, such meetings shall be properly recorded in tapes, disc
and/or other recording materials and such materials shall be properly stored for safekeeping.

Section 9. Compensation. By resolution of the Board, each director shall receive a reasonable per
diem allowance for his attendance at each meeting of the Board. As compensation, the Board shall
receive and allocate an amount of not more than ten percent (10%) if the net income before income
tax of corporation during the be preceding year. Such compensation shall be determined and
apportioned among the directors in such manner as the Board may deem proper, subject to the
approval of stockholders representing at least a majority of the outstanding capital stock at a
regular or special meeting of the stockholders.

ARTICLE IV – OFFICERS OF CORPORATION

Section 1. Election/Appointment. Immediately after their election/appointment, the Board of

Directors shall formally organize by selecting its Corporate Officers. The Corporate Officers of the
corporation shall include the President, the Chief Finance Officer, Treasurer, Secretary, and such
other officers as may be appointed by the Board from time to time.

Section 2. President. The President shall be the Chief Executive Officer of the corporation and
shall exercise the following functions:
(a) To preside at the meetings of the stockholders;
(b) To initiate and develop corporate objectives and policies and formulate long range projects,
plans and programs for the approval of the Board of Directors, including those for executive
training, development and compensation;

(c) To supervise and manage the business affairs of the corporation upon the direction of the Board
of Directors

(d) To implement the administrative and operational policies of the corporation, prescribe their
duties, and determine their salaries;

(e) To appoint, remove, suspend or discipline employees of the corporation, prescribe their duties,
and determine their salaries;

(f) To oversee the preparation of the budgets and the statements of accounts of the corporation;

(g) To represent the corporation at all functions and proceedings;

(h) To execute on behalf of the corporation all contracts, agreements and other instruments
affecting the interests of the corporation which require the approval of the Board of Directors.

(i) To make reports to the Board of Directors and stockholders;

(j) To sign certificates of stock; and

(k) To preform such other duties as are incident to his officer or are entrusted to him by the Board
of Directors.

Section 3. The Chief Finance Officer . He shall have such other power and duties, as may from
time to time be assigned to him by the Board of Directors or by the President.

Section 4. The Secretary. The Secretary must be a resident and a citizen of the Philippines. He
shall have the following specific powers and duties.

(a) To record the minutes and transactions of all meetings of the directors and the stockholders
and to maintain minute book of such meetings in the form and manner required by law.

(b) To keep record books showing the details required by law with respect to the stock certificates
of the corporation, including ledgers and transfer book showing all shares of the corporation
subscribed, issued and transferred;

(c) To keep corporate seal and affix it to all papers and documentary requiring a seal, and to attest
by his signature all corporate documents requiring the same;

(d) To attend to the giving and serving of all notice of the corporation required by law or these by-
laws to be given;
(e) To certify such corporate acts, countersign corporate documents or certificates, and make
reports or statements as may be required of him by law or by government rules and regulations;
(f) To act as inspector at the election of directors and, as such, to determine the number of shares of
stock outstanding and entitled to vote, the shares of stock represented at the meeting, the existence
of quorum, the validity and effect of proxies, and to receive votes, ballots or consents, hear and
determine questions in connection with the right to vote, count and tabulate all votes, determine
the result, and do such acts as re proper to conduct the election; and

(g) To perform such other duties as are incident to his office or as may be assigned to him by the
Board of Director or President.

Section 5. Treasurer. The Treasurer of the corporation shall have the following duties:

(a) To keep full and accurate accounts of receipts and disbursements in the books of the
corporation;

(b) To have custody of, and be responsible for, all the funds, securities and bonds of the
corporation;

(c) To deposit in the name and to the credit of the corporation, in such banks as may be designated
from time to time by the Board of Directors, all the moneys, funds, securities, bonds, and similar
valuable effects belonging to the corporation which may come under his control;

(d) To render an annual statements showing the financial condition of the corporation and such
other financial reports as the Board of Directors, or the President may, from time require;

(e) To prepare such financial reports, statements, certifications and other documents which may,
from time to time, be required by the government rules and regulations and to submit the same to
the proper government agencies;

(f) To exercise such powers and perform such duties and functions as may be assigned to him by
the President.

Section 6. Terms of Office. The term of office of all officers shall be one (1) year and until their
successors are duly selected and qualified.

Section 7. Vacancies . If any position of the officers become vacant by reason of death, resignation,
disqualification or for any other cause, the Board of Directors may, by majority vote, elect or
appoint a successor who shall hold office for the unexpired term.

Section 8. Compensation. The officers shall receive such remuneration as the Board of Directors
may determine. A director shall not be precluded from serving the corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefore.

ARTICLE V – STOCK CERTIFICATESAND STOCK SUBSCRIPTIONS

Section 1. Every stockholder who shall have paid in full his subscription shall be entitled to a
certificate signed by the President and countersigned by the Secretary, certify the number of shares
owned by such stockholder. Such certificate shall state the number of shares of which the capital
stock of the company consists. All certificates shall be issued in order and numbered in the order of
their issue opposite each certificate on the margin of the certificate book.

Section 2. Transfers shall be made on the books of the company only upon the surrender of the
original certificate, which surrendered certificate shall thereupon be cancelled by the Secretary and
pasted or attached to the stub of the certificate book.

Section 3. No certificate for shares of stock in the corporation shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed except upon production of such evidence
of loss, theft or destruction and after due compliance with the requirements of Republic Act 201.

Section 4. No interest shall be charged on unpaid balance of subscriptions to shares of stock,

except such as remain unpaid after call for payment has been made by resolution of the Board of
Directors.

Section 5. The corporation may, so far as permitted by law, re-acquire shares of its capital stock by
purchase, by donation or otherwise, such treasury stock shall be held subject to disposal by the
Board of Directors, except as may be otherwise provided by law. Such stock shall neither vote nor
participate on dividends while held by the corporation.

ARTICLE VI – FISCAL YEAR

Section 1. The Fiscal year of the company shall begin on the first day of January and shall end with
the last day of December each year.

ARTICLE VII – DIVIDENDS

Section 1. Dividends shall be declared at such time or times as the Board of Directors may direct
but no dividend shall be declared or paid except from the surplus profits of the company, nor shall
any dividend be declared that would impair the capital of the company.

ARTICLE VIII – WORKING CAPITAL/RESERVE

Section 1. Before payment of any dividend or making any distribution of profits, the Board of
Directors may in its discretion set aside of the net profits of the company such sum or sums as it
may think proper as a working capital or as a reserve to meet contingencies, and from time to time
the Board of Directors may increase or diminish such working capital or reserve fund in this
absolute judgments and discretion.
ARTICLE IX – INSPECTION OF ACCOUNTS

Section 1. The books, accounts and records of the corporation shall be open to inspection by any
member of the Board of Directors at all times. Stockholders may inspect said books, records and
accounts of the corporation during the office hours of every business days.

ARTICLE X - CORPORATE SEAL

Section 1. Form and Inscriptions. The corporate seal shall be determined by the Board of
Directors.
 ARTICLE XI – AMENDMENTS

Section 1. The power to amend, modify, repeal or adopt new-by-laws has been delegated to the
Board of Directors by the affirmative vote of stockholders representing at least two-thirds of the
outstanding capital stock of the corporation during its Special Stockholders Meeting held on 16 July
2013.

IN WITNESS WHEREOF, we the undersigned stockholders have adopted the foregoing by-laws and
hereunto affixed our signature this 10th of March 2020 at Tuguegarao City, Philippines.