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VOTING TRUST AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT, made and executed by and between


Napolyn P. Fernandez, and Abegail P. Guardian, owners and
holders of shares of the capital stock of ING Corporation, a
corporation organized and existing under the laws of the Philippines,
and any other owners and holders of shares of the capital stock of the
said corporation who may hereafter become parties hereto, each for
himself and not for the others, hereinafter call the STOCKHOLDERS,
and Frederick C. Barcelon hereinafter call the TRUSTEE,

WITNESSETH:

WHEREAS, the STOCKHOLDERS believe that it is essential


for the success of the above-mentioned corporation and for the best
interests of all the stockholders thereof that the said corporation shall
be managed and directed during the next five (5) years of its
existence under a definite and fixed policy;

WHEREAS, the said STOCKHOLDERS have this day


transferred and delivered to the TRUSTEE certificates for fully paid
shares of One Hundred Thousand PESOS (Php 100,000.00) each, of
the capital stock of the above-named corporation, as follows:

Name No. of Shares


Napolyn P. Fernandez 100,000
Abegail P. Guardian 100,000

NOW, THEREFORE:
1st: The Trustee do hereby promises and agrees with the
STOCKHOLDERS individually that the TRUSTEE will cause to be
issued and delivered to each of said STOCKHOLDERS individually, a
certificate for the number of shares transferred and delivered to the
TRUSTEE, as above set forth in substantially the following form:

ING Corporation

VOTING TRUST CERTIFICATE

THIS IS TO CERTIFY that as hereinafter provided


Frederick C. Barcelon will be entitled to receive a certificate or
certificates for 200,000 fully paid shares of the par value of One
Peso (Php 1.00) of the capital stock of the ING Corporation, on
the 10th day of March 2017, and in the meantime to receive
payments equal to the dividend, if any, collected by the
undersigned TRUSTEE upon a like number of such shares
standing in their names, and until after actual delivery of such
stock certificates the TRUSTEE shall possess and shall be
entitled to exercise all rights of every name and nature,
including the right to vote in respect to any and all such stock, it
being expressly stipulated that no voting right passes to the
stockholders by or under this certificate or by or under any
agreement express or implied.

This certificate is issued under and pursuant to the terms and


conditions of a certain agreement dated the 10 th day of March, 2017,
by and between the undersigned TRUSTEE

IN WITNESS WHEREOF, the undersigned voting TRUSTEE


have executed this certificate this 10th day of March, 2017

___________________________

Frederick C. Barcelon

2nd: That five years hereafter, i.e., on 10 th March 2022, the


TRUSTEE in exchange for and upon the surrender of the aforesaid
voting trust certificates then outstanding will, in accordance with
terms thereof, deliver or cause to tbe delivered proper certificates of
equivalent amount of stock of the ING Corporation;

3rd: The TRUSTEE shall cause the above-mentioned deposited


shares of the capital stock of the ING Corporation to be transferred
on the books of said corporation to the name of the voting TRUSTEE;

4th: The TRUSTEE shall possess and shall be entitled in their


discretion to exercise, until the actual delivery of certificates of stock
in exchange for VOTING TRUST CERTIFICATES, all rights and
powers of absolute owners of said stock, including the right to vote for
every corporate purpose. In voting the stock held by the TRUSTEE,
which may be done either in person or by proxy, the said TRUSTEE
will exercise his best judgment;

5th: Any and all dividends which may at any time during the
pendency of this agreement be declared upon the shares of stock
subject to this agreement and which shall be paid in cash to the
TRUSTEE shall be delivered to the respective holders of the
outstanding voting trust certificate.

IN WITNESS WHEREOF, the arties hereto have hereunto set


their hands this 10th day of March, 2017

__________________________ ___________________________

Napolyn P. Fernandez Abegail P. Guardian

SIGNED IN THE PRESENCE OF:

__________________________ ___________________________

Mara Sy Gino Tiu


ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF MAKATI ) S.S.

BEFORE ME, a Notary Public for and in City of Makati this 10th
of March 2017, personally came and appeared:

Name Competent Place


Evidence of Issued/Validity
Identity Period
NAPOLYN P. PASSPORT XXX- MANILA/MAY 20,
FERNANDEZ 20198-12 2020
ABEGAIL P. PASSPORT YNG- MANILA/JUNE 14,
GUARDIAN 10294-13 2019

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


the foregoing Voting Trust Agreement and they acknowledged to me
that the same is their free and voluntary act and deed and of the
entities represented therein.

WITNESS MY HAND AND NOTARIAL SEAL this 10th day of


March 2017 at City of Makati, Philippines.

Doc No. 10; MIMI SANTOS


Page No. 6; Notary Public for Makati
Book No. 2; Appointment No. 9183345
Series of 2017. Until 31 December 2017
101 Sign Condominium
Valero Village, Makati City
Roll of Attorneys No. 61044
IBP No. 721056/ 12-31-2013
PTR No. 21158320/15-01-2017
MCLE No. 00123;9/16/16
Commission Serial No.: M-007

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