Implementing Rules and Guidelines for Foundations Rev. No.: 7

PAGCOR

Gaming Licensing and Development Licensing and Regulatory Group Land-Based Operations

Department

IMPLEMENTING RULES

AND GUIDELINES FOR

FOUNDATIONS

Rev.No.: 7 Effectivity:Dec 05 2024

GUIDELINES FORFOUNDATIONS IMPLEMENTING RULES AND Page No. Page 1 of 36

PAGCOR Gaming Licensing and Development Department Rev. No. Effectivity DEC 0 5 202 A

EXECUTIVE SUMMARY Mon

The Implementing Rules and Guidelines for Foundations (IRG) of the

Gaming Licensing and Development Department (GLDD) serves as a

comprehensive guide to GLDD's regulatory functions and operational

procedures relative to Licensees' Foundations.

This document is designed to guide the Foundations in their various initiatives,from approval of project concept,project implementation,up to its

completion.

GLDD is committed to continuous improvement of its procedures through

ongoing assessment and adaptation by way of regular reviews to ensure

alignment and responsiveness to changing Foundations' and community

needs.

GUIDELINES FOR FOUNDATIONS IMPLEMENTING RULES AND Page No. Page 2 of 36

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TABLE OF CONTENTS

PARTI.GENERALPROVISIONS

SECTION 1.TITLE 8

SECTION 2.PURPOSE 8

SECTION 3.CONSTRUCTION 8

SECTION 4.DECLARATION OF POLICY 8

PARTII.POWERS OF THE PARTIES

RULE 1.PAGCOR BOARD OF DIRECTORS 9

RULE2.THE FOUNDATION. 9

PARTIIIGUIDELINES FOR CREATION AND OPERATION OF THE FOUNDATION

RULE 1.CREATION 9

SECTION 1.FOUNDATION 9

SECTION 2.INCORPORATION 9

SECTION 3.SEC REQUIREMENTS FOR REGISTRATION 9

RULE 2.OPERATION 10

SECTION 1.MAIN SOURCE OF FUNDS 10

SECTION 2.OTHER SOURCES OF FUNDS 10

SECTION 3.DISBURSEMENTS 10

SECTION 4.UTILIZATION OF FUNDS 10

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PART IV.DOCUMENTARY REQUIREMENTS OF PAGCOR

SECTION 1.INCORPORATION/SEC REGISTRATION PAPERS 16

SECTION 2.FINANCIAL RECORDS 16

SECTION 3.MONTHLY SUBMISSION 16

SECTION4.SEMI-ANNUALREPORT 16

SECTION 5.ANNUAL SUBMISSION 16

PART V.DISSOLUTION 17

ANNEXES

ANNEX A:FLOWCHART FOR PROCEDURAL GUIDELINES FOR 18 FOUNDATION PROJECTS

ANNEX B:AUTHORITY TO PROCEED(ATP)TEMPLATE 19 ANNEX C:COMPLIANCE VERIFICATION CHECKLIST FORM 21

ANNEX D:CERTIFICATE OF CREDIT(COCTEMPLATE 23

ANNEX E:SAMPLEMEMORANDUMOF AGREEMENT(MOA) 24

ANNEX F:SAMPLE DEED OF DONATION WITH ACCEPTANCE 33

ANNEX G:SAMPLE CERTIFICATE OFACCEPTANCE 36

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DEFINITION OF TERMS

Administrative Expenses -refer to the costs associated with managing and overseeing

the project's operations

Air Pollution-refers to the release of pollutants into the air that are detrimental to human

health and the planet as a whole1

Biodiversity Loss - refers to the decline or disappearance of biological diversity

understood as the variety of living things that inhabit the planet, its different levels or biological organization and their respective genetic variability, as well as the natural patterns present in ecosystem2.

Board-refers to PAGCOR Board of Directors

Calamity - refers to a state of extreme distress or misfortune, produced by some adverse

circumstance or event or any great misfortune or cause or loss or misery caused by natural forces3

Climate Change -refers to the long-term changes in the Earth's climate that are warming

the atmosphere, ocean and land4.

Conservation - refers to all processes and measures for maintaining the cultural

significance of a cultural property, including but not limited to,preservation, restoration reconstruction, protection,adaptation, or any combination thereof5

Cultural Heritage - refers to the totality of cultural property that has been preserved

and developed over time and passed on to future generations

Digital Heritage -a new concept that has emerged in the digital age.It refers to unique

resources and information of long-term value and importance produced by digital means

Section 3(n,Article II of Republic Act No.11961 Section 1of Republic Act No.8185 4 Global Warming vs Climate Change of The Climate Dictionary: An everyday guide to climate change 2"Biodiversity loss, a risk for the environment and for humanity"www.iberdrola.com 5 Section 3j,Article II of RepublicAct No.11961 Air Pollution as defined by the World Health Organization (WHO)

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Digital heritage not only includes the three traditional aspects of cultural heritage

collection and documentation, research and information management, presentation and interpretation but also the creation and use of digital content. Digital technologies can also

be harnessed for documenting,transmitting and revitalizing intangible cultural heritage

Deforestation -refers to the decrease in forest areas across the world that are lost for

other uses such as agricultural croplands,urbanization,or mining activities

Disaster -a serious disruption of the functioning of a community or a society involving

widespread human, material, economic or environmental losses and impacts which exceeds the ability of the affected community or society to cope using its own resources

Education the process of acquiring knowledge, skills,values, and attitudes through

various forms of learning. It is the systematic and intentional process of facilitating

learning and development, typically through formal institutions such as schools, colleges

and universities, but also through informal channels such as family, community, and workplace settings

Emergency -refers to unforeseen or sudden occurrence,especially danger,demanding

immediate action10.

Energy Usage -- means the consumption of electricity and natural gas11

Environment -understood to encompass the natural and built environment,sociological

and economic aspects of environmental issues, and political dimension of environmental protection12

Flooding-refers to an abnormal progressive rise in the water level of a stream that may

result in the overflowing by the water of the normal confines of the stream with the subsequent inundation of areas which are not normally submerged13

Section 3h of Republic Act No.10121,also known as the Philippine Disaster Risk Reduction and Management Act of 2010 Verma,A.Doharey,R.K.,Yadav,V.&Verma,K.2023.Agriculture Extension Educationpp.1-6,S.R.Scientific Publication 11 https://www.lawinsider.com/dictionary/energy-usage 13 https://www.pagasa.dost.gov.ph/learning-tools/floods https://youmatter.world/en/definitions/definitions-what-is-definition-deforestation-causes-effects/ O Section 3r of Republic Act No.10121,also known as the Philippine Disaster Risk Reduction and Management Act of 2010 UN Environmental Strategy for environn G ation and training -- United Nations Environment Programs (UNEP)

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Foundation - refers to a non-stock,non-profit corporation established for the purpose of

extending grants or endowments to support its goals or raising funds to accomplish

charitable,religious,educational,athletic,cultural, literary,scientific,social welfare or other similar objectives.14 This also refers to the beneficiary foundation created and established

by the Licensee as required under the Provisional License issued by PAGCOR.

Gender and Development(GAD) Program-refers to the development perspective and

process that is participatory and empowering,equitable, sustainable, free from violence respectful of human rights,supportive of self-determination and actualization of human potentials15. It seeks to achieve gender equality as a fundamental value that should be reflected in development choices.

Gross Gaming Revenues (GGR)-means the total of all sums,including cheques and

other negotiable instruments,whether collected or not, that is received in any month from the conduct of gaming, less the total of all sums paid out as winnings to casino players during that month in respect of gaming16

Health-refers to a state of complete physical,mental and social well-being and not merely

the absence of disease or infirmity.17

Marine Pollution - the introduction by man, directly or indirectly, of substances or energy

into the marine environment which results or is likely to result in such deleterious effects as harm to living resources and marine life18

Non-Stock Corporation - Pursuant to the Revised Corporation Code of the Philippines

and subject to its provisions on dissolution,a non-stock corporation is one where no part of its income is distributable as dividends to its members, trustees,or officers; Provided

That any profit which a non-stock corporation may obtain incidental to its operations shall

whenever necessary or proper, be used for the furtherance of the purpose or purposes for which the corporation was organized, subject to the provisions of the Code.19

1e Definition based on the Casino Regulatory Manual 19 Section 86 of the Revised Corporation Code of the Philippines 15 Republic Act No.9710(Magna Carta of Women 1Health as defined by the World Health Organization(WHO What is Marine Pollution by OneOce 4 Section 1 of SEC Memorandum Circular No.8 Series of 200e https:llw nprotect.org/resources/issue-briefs/marine-pollution/

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PAGcOR-refers to the Philippine Amusement and Gaming Corporation

Plastic Pollution -refers to the accumulation of plastic waste in natural ecosystems,its

detrimental effects on marine life, human health,and the planet at large are undeniable20

Restoration -- refers to the action taken or the technical intervention to correct

deterioration and alterations21

Rules -refers to these Implementing Rules and Guidelines.

Sport -a human activity involving physical exertion and skill as the primary focus of the

activity,with elements of competition or social participation where rules and patterns of behaviour governing the activity exist formally through organizations and is generally recognised as a sport22

Tangible Cultural Property -refers to a cultural property with historical, archival

anthropological,archaeological, artistic and architectural value, and with exceptional or

traditional production, whether of Philippine origin or not, including antiques and natural history specimens with significant value23

Utilization - refers to how effectively and efficiently administrative resources and

expenditures are used to support the project's objectives.It involves assessing whether the allocated funds for administrative purposes are being applied in a way that maximizes

their value and contributes to the overall success of the project.

Water Pollution - is defined as the phenomenon of contamination of water sources by

various unwanted and undesirable substances termed as pollutants such as chemical

compounds, pathogens, organic and inorganic substances, heat, trash, radioactive materials, etc., rendering the water unfit for consumption, as a result, it has a detrimental impact on human and environmental health24

21 Section3hh),Article Il of the Republic Act No.10066 22 https://www.clearinghouseforsport.gov.au/kb/what-is-sport 24 https://www.sciencedirect.com/topics/earth-and-planetary-sciences/water-pollution 2o https://plasticbank.com/blog/plastic-pollution-definition/ 23 Section 3(ii,Article II of the Republic Act No.10066

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Waste Management -refers to the processes involved in managing waste from cradle to

grave. This includes the collection, transportation disposal/recycling and monitoring of waste materials produced as a result of human activity25

Wellness -refers to the state of living a healthy lifestyle which aims to enhance a person's

well-being.26

PARTI.GENERAL PROVISIONS

Section 1. Title. -- These Rules will be known and referred to as the "Implementing Rules and Guidelines for Foundations.

Section 2.Purpose.-These Rules are promulgated to prescribe the procedures and guidelines for creation and operation of the Foundation and define the powers and functions of PAGCOR and the Foundation

Section 3. Construction.- These Rules will be liberally understood to carry out the policy of adopting an accurate,systematic and comprehensive creation, and operation of the Foundation.

Section 4.Declaration of Policy.-It is the policy of PAGCOR to adopt an accurate systematic, and comprehensive creation and operation rules and guidelines,which

Will:

a. Enhance the value of the Foundation as well as PAGCOR's corporate social

responsibility; b. Concretize creation of the Foundation through its incorporation with the

Securities and Exchange Commission(SEC) c. Assist the Foundation in conforming with the original terms and conditions of

the Provisional License and these Rules;and d. Regulate utilization of the Foundation funds.

2 Online post by Koshal (a graduate in Language Studies with master's degree in Linguistics,March 12,2011,DifferenceBetween.com 2s https://www.recyclingbristol.com/waste-mana ement-everything-you-need-to-know-about-waste eermanf

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PARTII.POWER OF THE PARTIES

RULE 1.PAGCOR BOARD OF DIRECTORS

Section 1.Board of Directors.The powers of PAGCOR will be vested and exercised by its Board of Directors.

All maior substantial, procedural and operational matters affecting the creation and

operation of the Foundation,with the effect of amending these Rules will be effective

only upon prior approval of the Board of Directors

RULE 2.THE FOUNDATION

The powers of the Foundation will be vested and be exercised by its Board of Trustees The qualifications of the trustees are in the By-laws.

PARTIII. GUIDELINES FORCREATION AND OPERATIONOF

THE FOUNDATION

RULE 1.CREATION

Section 1. Foundation.- The foundation to be established by the licensee should be incorporated as a non-stock corporation and registered with the Securities and

Exchange Commission (SEC) of the Philippines.

Section 2.Incorporation.-Incorporation will be done by the licensee holding a duly issued Provisional License from PAGCOR

Section 3.SEC Requirements for Registration.-In order to be duly incorporated the licensee will submit to SEC the following basic requirements27:

1.Cover Sheet 2.Articles of Incorporation 3. By-laws Additional Requirements 1. Endorsement/clearance from other government agencies,if applicable

2. For Foundations:Notarized certificate of bank deposit of the contribution which

27 SEC Documentary Requirements for Non-Stock Corporation;www.sec.gov.ph/wp-content/uploads/2024/03/2024Forms_As-of-March-7- 2024-PR-DocumentaryRequirement-NonStockCorp.pdf

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shall not be less than P1,000,000.00 and statement of willingness to allow the

Commission to conduct an audit

RULE2.OPERATION

Section 1. Main Source of Funds. The main source of fund will be the casino being operated by the Licensee where two percent(2%of the total Gross Gaming Revenues (GGR) generated from non-junket tables will be set aside for the operation of the Foundation. Monthly remittance will be made on or before the 10th day of the following month. Said monthly remittance shall be deposited in the bank account of the

Foundation.

Section 2. Other Sources of Funds. The Foundation shall be allowed to, on its own generate and receive funds from other sources from time to time,in the form of contributions, donations and endowments from persons, partnerships, corporations

and other entities and supporters thereof,whether domestic,foreign and such property as may be acquired by the Foundation by deed,grant,device,bequest or gifts.Such funds shall be deposited in a separate bank account and shall not be subject to the monitoring,control and approval of PAGCOR.It shall be kept distinct and separate

from funds set aside from gaming revenue and shall be exempt from the reportorial reguirements mentioned in Part IV,Section 3(Monthly Submission) of these Rules

However, the documentation relative to the use of such funds shall be in compliance with the provisions of the Anti-Money Laundering Law,rules and regulations to avoid inappropriate use of the Foundation's juridical personality.

Section 3. Disbursements. Withdrawal of foundation funds accumulated from gaming revenueswill be made through issuance of checks duly signed by the Treasurer and countersigned by the President of the Foundation.In the alternative,the Board of

Trustees may designate other signatories.No withdrawal will be authorized except fon the amount stated in the Authority to Proceed (ATP) issued by PAGCOR for a specific project.

Section 4. Utilization of Funds. The following will govern the usage of funds of the Foundation:

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A.Funds of the foundation may be used for the following, among other related

activities:

1.CULTURAL HERITAGE AND ENVIRONMENT

a. Cultural Heritage

i. Protection,promotion, conservation,restoration, renovation

revitalization and sustaining of Cultural Heritage sites in the

Philippines; ii. Preservation of cultural heritage into Digital Heritage using digital

technology; iii.Sponsorship of Cultural and Art Events through local arts festivals

performances or exhibitions to promote cultural enrichment and

community engagement; and iv. Other cultural heritage-related projects or funding programs for

purposes of sustaining historical continuity to ensure that historical narratives, traditions, and significant cultural milestones are

preserved, allowing future generations to learn from the past Overall,these efforts contribute to a richer, more inclusive global cultural landscape.

b. Environment

i. Key environmental concerns that may be addressed include

Climate Change

Biodiversity Loss Air Pollution Ocean Health Water Pollution

Marine Pollution Flooding Energy Use Deforestation

Plastic Pollution

: Waste Management Calamities and Disasters

I. Sponsorship of local events to improve the aesthetic and cleanliness

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of public spaces; iii Sponsorship of Sustainable-Living projects like solar panel

installations, water conservation systems, or eco-friendly building practices to promote sustainability;

iv. Addressing concerns about animal welfare and livestock; and

V Other environment-related concerns or funding programs for

purposes of sustainability,promotion,preservation and development to ensure that natural resources are available for future generations and that eco-systems remain balanced and healthy.

2.EDUCATION

i. In the field of Education,several impactful initiatives can be undertaken to uplift

the following areas involving Philippine Education System.These include

Eariy Childhood Care and Development Programs,Basic

Education,Technical-Vocational Courses and Tertiary-Leve Education; Alternative Learning System to provide out-of-school children

youth and adults population with basic education; Culture-responsive basic education to Indigenous Peoples

communities and learners; School-Based Feeding Programs; Special Education Program;and

Provision of school buildings and facilities ii. Establishing or enhancing community libraries,or digital resources centers to

provide access to learning materials;

iii.Setting up scholarships or grants to support students in need of financial

assistance for their education; iv.Technology integration by implementing technology in classrooms,such as

educational software or online learning platforms to enhance the learning experience; v. Sponsorship of Community Learning Events through organization of

community events like science fairs, reading programs, or educational talks to promote lifelong learning and engagement; and vi. Other education-related projects or funding programs for purposes of

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providing equity and access to ensure that all individuals have equal opportunities to quality education, regardless of their background or social/economic status, and to build a foundation for future generations by

investing in the education and development of young people who will shape the future of society.

3.HEALTHWELLNESS AND SPORTS DEVELOPMENT

a.Health

i. Provision of guality healthcare services and overall public health

infrastructure and medical assistance to uplift communities;

ii. Enhancement of the management and prevention of chronic diseases;

iii. Training for healthcare workforce; iv. Leveraging new technologies and innovations to improve healthcare

services; and v. Other health-related concerns or funding programs for purposes of

improving overall well-being,reduce disease prevalence,and enhance quality of life.

b.Wellness

Addressing wellness involves a holistic approach to physical,mental,and social well-being. Key issues to address include the following:

i. Improving access to mental health care,physical health,reducing stigma

and emotional balance; ii. Establishing, renovating, and upgrading of rehabilitation centers to

prevent and treat gambling/gaming addiction through education, support

systems,and effective treatment options; and iii. Other wellness-related concerns and/or funding programs for purposes of

enhancing quality of life,prevent illness and encouraging healthy lifestyles and behaviors.

c. Sports Development

The Foundation may propose projects that can support the following programs:

i. Youth Sports Development Programs aimed at introducing and nurturing

young athletes in various sports,focusing on skills development,physical

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fitness and sportsmanship; ii. Athlete Development Programs for talented athletes to receive advanced

coaching,training,and support to reach high levels of competition;

iii. Coaching Certification Programs designed for coaches to enhance their

skills in developing athletes and managing teams effectively iv. Sports Infrastructure Development aimed at building or upgrading sports

facilities such as gymnasiums, stadiums and training centers;and v. Other sports-related concerns and/or funding programs for purposes of

promoting sports participation and development across different

demographics.

B. The budget allocation for the three 3focus areas,based on the monthly remittances

shall be computed as follows:

Cultural Heritage and Environment 25% Education 35% HealthWellness and Sports Development 40%

A semi-annual report shall be submitted by the Foundation to PAGCOR every 1Oth

of July of the current year and 10th of January of the succeeding year indicating the status of all ongoing projects approved by PAGCOR together with corresponding photographs and/or other proof of project implementation. The said semi-annual reports shall be subject to verification of actual projects by authorized GLDD

representatives.

C. The annual administrative expenses of the Foundation shall not exceed Ten Million

Pesos (Php10,000,000.00 or thirty percent (30% of the total donations and gifts

for the taxable year,whichever is lower,and shall not be subject to prior approval of PAGCOR before utilization,however, should be reflected in the annual financial

statements.

D. As a non-stock corporation, no part of the asset, property or income which the

Foundation may obtain as an incident to its operation shall be distributed as dividends to its members,trustees or officers subject to the provision of the Revised

Corporation Code on dissolution or shall inure to the benefit of any member

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officer, organizer or any individual person.

E. Trustees shall not receive any compensation nor any type of remuneration in cash

or in kind for their services rendered as members of the Board of Trustees

F. Any profit obtained by the Foundation as a result of its operation, whenever

necessary or proper shall be used for the furtherance of the purposes of the Foundation as enumerated in the Articles of Incorporation,subject to the provision

of the Revised Corporation Code of the Philippines.

G. No profits, dividends and/or income in cash or in kind shall be distributed by the

Board of Trustees nor inure to the benefit of any of its officers or members.

organizer or any individual person, nor shall any individual member be entitled to

any of the real or personal properties of the Foundation or a portion thereof, nor

may any member, upon separation from the Foundation for any reason

whatsoever, make a claim, demand for or receive any monies or properties for services rendered, funds, or property contributed to the Foundation.

Other Provisions:

H. Partners in a proposed project may include a government agencylinstrumentality

a duly-SEC registered non-government/non-profit organization, another duly-SEC registered foundation, academe or a private entity whose primary purpose is related to the project.

The Foundation may be allowed to propose or undertake a particular project,even

if the project site is located in another region or locality in the Philippines

J. The Foundation may submit a written request to PAGCOR every January of each

year for approval of allocation of an annual Emergency Disposable Fund of Ten Million Pesos(Php10,000,000.00to be used during calamities and disasters.It will

be taken from the fund allocation for Cultural Heritage and Environment.

Prior to utilization of said fund,the Foundation shall notify PAGCOR of the intended

release of a particular amount to be taken from the Emergency Disposable Fund In view of the situation which requires immediate action, the Foundation shall

submit to PAGCOR the required request for project concept approval including the

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grant of Authority to Proceed(ATPninety90)days after the release of said fund

K. In compliance with Gender and Development mainstreaming policies, the

Foundation must incorporate gender and development considerations into the planning and implementation of its projects and programs which is essential in fostering equitable and inclusive outcomes,if applicable.This will ensure that both

men and women, along with individuals of all gender identities,benefit egually from the Foundation's initiatives.

L. The Foundation must likewise be committed to ensuring that all projects and

programs are designed and implemented with a strong focus for people with disabilitiesPWD,if applicable.

PART IV.DOCUMENTARY REQUIREMENTS OF PAGCOR

Section 1.Incorporation/SEC Registration Papers.The following documents will be

submitted to PAGCOR after registration of the Foundation

1. Certified True Copy of the Certificate of Incorporation issued by the Securities and

Exchange Commission(SEC

2. Certified True Copy of Articles of Incorporation duly stamped received by SEC

3.Certified True Copy of By-Laws duly stamped received by SEC

4. Other pertinent documents related to incorporation

Section 2. Financial Records. The Foundation shall maintain the necessary financial

records which are required by concerned government agencies of the Philippines such as,the Bureau of Internal RevenueBIR) or SEC

Section 3. Monthly Submission. PAGCOR requires the submission of the following monthly reports/documents from the Foundation on or before the 20th day of the succeeding month:

1. Monthly bank statement of account showing the funds received and the funds

released

2. Report of Funds Received for the month 3. Report of Funds Released for the month summarized on a per project basis

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Section 4. Semi-Annual Report showing the status of all ongoing projects of thel

Foundation including photographs and/or other proof of project implementation to be submitted every July 10th of the current year and every January 10th of the succeeding year.

Section 5.Annual Submission.PAGCOR reguires that the annual submission of the

following documents pertaining to the Foundation:

1. A copy of the General Information Sheet GISduly received by the Securities

and Exchange Commission (SEC) 2. A copy of the Audited Financial Statements (AFS duly received by the Bureau

of Internal Revenue(BIRand Securities and Exchange Commission(SEC 3.Annual Plans and Programs of the Foundation

4. Certification stating that the Foundation has not received government funds nor

received donations/grants/contributions within the threshold of their operations.

PARTV.DISSOLUTION

The Foundation is co-terminus with the Provisional License or the Regular Casinc

Gaming License.Subiect to PAGCOR's approval,all assets net of liabilities must be

fully applied to eligible projects as defined herein before the dissolution of the

Foundation; or conveyed and transferred to another non-stock, non-profit domestic corporation organized for similar purpose or purposes as specified by the corporation

or to the government of the Republic of the Philippines for public purpose,at the option of the Foundation.

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ANNEX A

FLOWCHART FOR PROCEDURAL GUIDELINES FOR PROJECTS

FOUNDATION PAGCOR GLDD PAGCORBOD

concept proposal to PAGCOF oundation submits project for approval Evaluates project concept proposal Sgnificant detals such asestimated The project concept proposal shal consist of the project description with beneficary, location period covered and other pertinent documents. cost and breakdown,target

proposal to the Foundation Return the project concept with con nent INO- nceperora Poes the rojectconcept propos 0 The Memorandum of Agreement or the parties in the profect. Deed of Donation with Acceptance must contain the main obiigation of

Agreement/Deed of Donatior In case that there will be with Acceptancebe han sha Icept, the the proje ds ice ofAuthoritvt nce to PAGCO Dai Stbe Notifies the Foundation o e Droiect Evaluates the request for conceptap cumepte ORPO The ssuance of Authorfty to Proceed disburse the approved funds following required documents upon a Final Report bCertificate of c)Acknowledgment Recelpt from the d) Certifled true coples of llquldatlon e) Photos/videos (ATP wll allow the Foundation to accordingly for profect completion of project: Acceptance/Completion peneficiaries eceipts/invoices mplermentation The Foundation shall submitthe

Ln revision/resubmissio itn c TATT NO Aretn rr -YES P quet forissuance of DD edtDPaG pproved ATP CD fOther pertinent documents that PAGCOR may require (COCindicates that the project was The issuance of Certificate of Credit ompieted

Grojec implemente oundation proceeds ss the Foundaton o

projecteCoundation sub One after ATP is Ipon cornpletion of ths ether with liqu er verification on the request tiquidation document onducte.comoliang -00 uthory to Proceed ssuance o A through,the Foundation shall submit to PAGCOR a formal notfication and request for cancellation Note: In the eivent that the project will not push of an approved project

dit(coc)

Tth ncn Are the requirements IRG comer ed with? YES PAGCOR BOD approVes th ssuan Credit(coc Ece eeof

ert Approval of (CoC Credi

rtificate of Credit (Coc CertificPrredit(coc Notifies the Foundation of Certificate of Crdi Issuance of (COC))

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Date ATP TEMPLATE ANNEX B

Foundation Name Address ADRESSEE OF FOUNDATION Position

Subject AUTHORITY TO PROCEED (ATP)

Project NAME OF PROJECT

Dear Addressee:

the Memorandum of Agreement (MOA) or Deed of Donation with Acceptance The Philippine Amusement and Gaming Corporation (PAGCOR), in consideration of

between the Licensee,Foundation,and Proiect Partner, having been duly signed and executed for the brief description of project(hereafter referred to as the Name of Project"), hereby:

A. Issues this Authority to Proceed to Licensee and Foundation to undertake the

Name of Project

B Authorizes the release of funds amounting to Pesos:Amount in Words (Amount

in Figures); and

C Upon acceptance by the beneficiary,authorizes the credit of the amount of Pesos Amount in Words (Amount in Figures) or the actual amount spent, whichever is

Guidelines for Foundations. in case of non-completion of the Name of Project for lower, as Licensee's compliance with Article IV, Section 20 or 21 of the Provisional License and Part Ill,Rule 2,Section 4.a of the Implementing Rules and

reason/s not attributable to the fault or negligence of Licensee and Foundation certified and accepted by the beneficiary. PAGCOR shall credit the actual amount spent or disbursed for the Project as

GUIDELINES FOR FOUNDATIONS IMEMENTING RULES AND Page No. Page 20 of 36

PAGCOR Gaming Licensing and Development Department Effectivity Rev. No. DEC 0 5 2024 7

All terms and conditions specified under the MOA or Deed of Donation with Acceptance are hereby adopted in full and made an integral part of this Authority to Proceed

The parties to the (MOA or Deed of Donation with Acceptance shall be responsible for fulfilling and performing their respective warranties and obligations under the terms and conditions of the(MOA or Deed of Donation with Acceptance and this Authority to Proceed.

Very truly yours

PAGCOR President and COO/ Authorized Alternate Signatory

GUIDELINES FORFOUNDATIONS IMLEMENTINGRULESAND Page No. Page 21 of 36

PAGCOR Gaming Licensing and Development Department Rev. No. Effectivity DEC 05 2024 7

COMPLIANCEVERIFICATION CHECKLIST FORM ANNEX C

PAGCOR COMPLIANCE VERIFICATION CHECKLIST (FOR FOUNDATION PROJECTS) Page No. Revision No. Effectivity Form No Page 1 of 2 0 GLDD-732

Date:

A. FOUNDATION B.PROJECT TITLE C.LOCATION D.PROJECT PARTNER E.APPROVED BUDGET F. COMPLETION DATE G.COSTVS.BUDGET

Actual Amount Spent

Variance,if any Unused Funds (state the reason

Bank deposit stip as proof of return of unused funds to the Foundation funds Bank statement

H.PROOF OF COMPLETION

Required Documents

Final Report

Other pertinent documents that PAGCOR may require Acknowledgment Receipt from the Beneficiaries Certificate of Acceptance/Completion Photos/videos

DIRECT PROJECT COST ADMINISTRATIVEEXPENSES

Sales Invoice Sales Invoice Cash Invoice Cash Invoice Charge/Credit Invoice Charge/Credit Invoice Service Invoice Service Invoice

Miscellaneous invoice Billing Invoice Others: Billing Invoice

Supplementary Document for donations received from the Foundation by another non-stock, non-profit entity e.g.Non-VAT Official Receipt,Acknowedgment Receipt or Donation Receipt

VERIFIED BY ACKNOWLEDGED BY:

NAME OF COMPLIANCE VERIFIER & POSITION (SIGNATURE OVER PRINTED NAME) NAME &POSITION OF THE FOUNDATION'S AUTHORIZED REPR (SIGNATURE OV ERPRINTED NAME NEATM

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PAGCOR Gaming Licensing and Development Department Rev. No. Effectivity DEC05 2024 N

PAGCOR COMPLIANCE VERIFICATION CHECKLIST (FOR FOUNDATION PROJECTS) Page No. Revision No. Effectivity Form No. Page 2 of 2 GLDD-732

I.ACCOUNT RECONCILIATION

Reference No. Date Amount Payee Details

TOTAL

J.REMARKS/OBSERVATIONS

K.RECOMMENDATION

Endorse for BOD Approval on Issuance of Certificate of Credit

For completion of documents

VERIFIED BY ACKNOWLEDGED BY

NAME OF COMPLIANCEVERIFIER & POSITION (SIGNATURE OVER PRINTED NAME) NAME &POSITION OF THE FOUNDATION'S AUTHORIZED REPRESENTATIVE (SIGNATURE OVER PRINTED NAME)

GUIDELINES FOR FOUNDATIONS ILEMENTING RULES AND Page No. Page 23 of 36

PAGCOR Gaming Licensing and Development Department Effectivity Rev. No. DEC 0 5 2024 7

COC TEMPLATE ANNEX D

Date

ADRESSEE OF FOUNDATION

Address Position Foundation Name

Subject CERTIFICATE OF CREDIT (COC)

Project NAME OF PROJECT

Dear Addressee:

Philippine Amusement and Gaming Corporation (PAGCOR) hereby

A Foundation. Acknowledges the completion of the Name of Project undertaken by Licensee and

B. Authorizes the credit of the amount of Pesos: Amount in Words (Amount in and Guidelines for Foundations. Figures) as Licensee's compliance with Article IV, Section 20 or 21 of the Provisional License and Part Ill, Rule 2,Section 4.a of the Implementing Rules

Very truly yours.

PAGCOR President and COO/ Authorized Alternate Signatory

GUIDELINES FOR FOUNDATIONS IMLEMENTING RULESAND Page No. Page 24 of 36

PAGCOR Gaming Licensing and Development Department Effectivity Rev. No. DEC 0 5 2024 ANNEX E SAMPLEMOA 7

MEMORANDUMOF AGREEMENT

KNOW ALLMEN BY THESE PRESENTS:

of [Place of Project],by and among This Agreement entered into this [] day of [Month] [Year],in the City

NAME OF PROJECT PARTNER (hereafter as See "agovernment agency/non-government/non-profit referred to

organization/private entity organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal address located at [Address], represented by its [Designation] [NAME OF AUTHORIZED REPRESENTATIVE];

-and-

NAME OF FOUNDATION (the"Foundation),a non-stock, non-

[Address], and represented by its [Designation], [NAME OF AUTHORIZED REPRESENTATIVE]; profit corporation duly organized and existing under thelaws of the Republic of the Philippines with principal address located at

-and-

NAME OF LICENSEE(the "Licensee), organized and existing under the laws of the Republic of the Philippines, withprincipal address located acorporationduly at [Address].and

REPRESENTATIVE] represented byits [Designation], [NAME OF AUTHORIZED

WITNESSETH THAT:

dated [License Date of Issue] (hereinafter, the "License"); and registered the Foundation, and set aside funds therefor for the following and in compliance with its Provisional License / Regular Casino Gaming License Philippine Amusement and Gaming Corporation "PAGCOR"),has incorporated purposes: restoration of cultural heritage, education and environment and health, WHEREAS,[Name of Licensee](the"Licensee), a licensee of the

[Insert applicable WHEREAS Clauses]

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PAGCOR Gaming Licensing and Development Department Rev. No. Effectivity DEC 0 5 2024 7

NOW THEREFORE, for and in consideration of the foregoing premises, the parties hereby agree and covenant as follows:

THE PROJECT SECTION I

[Project description must include the approved project cost and other important details such as location,period covered, beneficiaries,etc.]

OBLIGATIONS AND UNDERTAKINGS OF THE PARTIES SECTION II

undertakings: The Parties warrant to perform the following obligations and

Y The Licensee shall coordinate with the Foundation and give consent, as

Project, subject to and in accordance with the laws, rules, procedures, may be necessary and reasonable, for the proper implementation of the by-laws and guidelines applicable to or imposed upon the Licensee;

2 The Foundation shall:

a Secure the Authority to Proceed ATP) from PAGCOR, and

accordance with the cost stated in Section I hereof; accomplish such other forms as may be reguired by PAGCOR,in relation to the Project.For avoidance of doubt, the Parties agree that the obligations herein are subject to the issuance of PAGCOR's ATP which shall allow the Foundation to disburse the funds in

b Upon PAGCOR's issuance of ATP,fund the project in accordance with the cost stated in Section I hereof;

C. compliance with the terms of this MOA Inspect and examine the records pertaining to the Project,to verify

D. [Insert additional clauses,if any]

3. [Name of Project Partner] shall:

a Allow the Foundation to inspect and examine the records pertaining to the project, to verify compliance with the terms of this project

[Insert additional clauses, if any]

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TERM OF THE AGREEMENT SECTION III

PAGCOR of the Authority to Proceed and shall continue to be effective unless Provided,that if a party has fully complied with its obligations and undertakings Party concerned is terminated. under this Agreement, the obligations and undertakings under this Agreement as to the Party concerned is considered fulfilled and the Agreement as to the otherwise terminated by a party through written notice to the other Parties. The term of this Agreement shall be effective upon the issuance by

SECTION IV WARRANTIES AND REPRESENTATIONS OF THE PARTIES

Each party hereby represents and warrants to the other parties that

a It has full and complete corporate and legal power or authority to enter into this agreement and to deliver and perform its obligations and undertakings hereunder according to the terms of this agreement, and that it has all the necessary corporate, legal and/or other actions to

authorize its entry into and performance of this Agreement;

b. This Agreement constitutes all valid, legal and binding obligations of the

necessary to perfect consent to this Agreement; parties enforceable in accordance with its terms and conditions,and the party shall do and procure such acts or formalities as may be

G The execution of this Agreement does not and will not contravene any jurisdiction of its incorporation or organization,and does not and willnot conflict with or result in any breach of any contract,agreement or other constitutive documents, any applicable laws and regulation of the provision of its articles of incorporation and by-laws or any other obligation to which it may be bound;and

d. The signatories to this Agreement warrant that they are the duly

specifically authorized to enter into this Agreement on behalf of the authorized representatives of the aforementioned Parties or have been

Parties.

MODIFICATIONS SECTION V

a. No modifications of and/or amendments to this Agreement shall be valid

representatives of all the Parties to signify mutual agreement; unless the same is made in writing and signed by the authorized

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PAGCOR Gaming Licensing and Development Department Effectivity Rev. No. DEC 0 5 2024 1

a No waiver of any provision of this Agreement shall be valid unless made

in writing and signed by the authorized representative of all the Parties to signify mutual consent to the modification;

b. Any failure of any Party at any time to insist upon strict performance of

promise, agreement, or understanding at a future time; any condition,promise,agreement,or understanding as set forth herein shall not be construed as a waiver or relinquishment of the right of the party to insist upon strict performance of the same or other condition,

C No failure or delay on the part of either party in exercising any power or

right hereunder shall operate as a waiver thereof nor shall a party's

of this Agreement constitute a waiver of such terms orconditions;and knowiedge of,or acguiescence to,any breach of any terms or conditions

D No waiver by any party of a breach of any term or condition of this

Agreement shall constitute a waiver of any subsequent breach of the same or any other term or condition, nor shall any single or partial exercise of such right or power preclude any other or further exercise thereof or the exercise of any other right or power conferred therein.

ASSIGNMENT OF RIGHTS SECTION VI

shall not be valid without prior written and express consent of all the Parties. Any assignment of rights, obligations or interest under this Agreement

SECTION VII BINDING EFFECT

successors and assigns. binding upon,and inure to the benefit of the Parties and their representatives All rights, obligations and conditions under this Agreement shall be

Nothing herein shall be construed as to create a relationship of partnership,

or contractor of either of the parties shall be deemed to be an agent,employee joint venture, or agency between the parties hereto and no agent, employee or contractor of the other.

MUTUAL TRUST AND SETTLEMENT OF DISPUTES SECTION VIII

and obligations and to mutually lend to one another maximum assistance and cooperation to the end that the purpose and objectives of this Agreement are achieved expeditiously and harmoniously.The Parties further The Parties agree to act in good faith and fidelity in exercising their rights

Page 4

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PAGCOR Gaming Licensing and Development Department Rev. No. Effectivity DEC 05 2024

agree to execute such other implementing agreements and instruments and Agreement. do such other acts as may be necessary to implement the intent of this

The Parties manifest that they would first meet, confer and sit down together for the purpose of exploring all avenues and/or possibilities to amicably settle whatever disputes,differences,controversies or issues that may arise in connection with any of the terms and conditions of this Agreement.

cancellation or rescission of the same, with due notice to the other Party controversy or issue, the Parties hereby agree that any material violation or omission of any of the provisions of this Agreement shall be ground for the without need for legal or court action. In case there is a failure to amicably settle the dispute, difference

SECTION IX FORCE MAJEURE

provided that there has been no delay yet on the part of the party raising the application of Force Majeure. Neither party will be liable for non-performance due to Force Majeure

Force Majeure shall include, but not be limited to, strikes, accidents natural disaster, and other fortuitous events.

CONFIDENTIALITY SECTION X

party. divulge/reveal any confidential information pertaining to or relating to the other governmental or competent regulatory authority, the Parties may NOT Save in cases when required to be disclosed by law, regulation, or any

technical data,specifications,documentation, rules and procedures,contracts processes, Disclosing Party including, but not limited to, business plans, products, presentations, know-how,product plans, businessmethods, product functionality,services,data,customers,markets,competitive analysis databases, formats, methodologies, applications, developments, inventions Confidential information shall mean any non-public information of a payment, deliveryand inspection procedures,drawings,

finance. algorithms, formulas, or information related to engineering, marketing, or

termination or nullification. This confidentiality shall not be affected by this agreement's expiration

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SECTION XI NOTICE

transmission, or electronic mail, at the address indicated below,or at such address as each Party may subsequently provide to the other Party English and shall be in writing,delivered by hand,reputable courier, facsimile All notices and communications by one Party to the other shall be in

For the[PROJECT PARTNER]

Address: [Complete Address] Attention: [NAME OF AUTHORIZED REPRESENTATIVE]

E-mail: Designation: [Designation] Facsimile: Telephone: [Telephone Number] [Email address] [Fax number]

For the [NAME OF FOUNDATION]:

Address: Designation: [Designation] Facsimile: E-mail: Attention: Telephone: [Telephone Number] [Fax number] [Email address] [Complete Address] [NAME OF AUTHORIZED REPRESENTATIVE]

For the [NAME OF LICENSEE]

Address: Attention: Telephone: Facsimile: E-mail: Designation: [Designation] [Telephone Number] [NAME OF AUTHORIZED REPRESENTATIVE] [Email address] [Complete Address] [Fax Number]

SECTION XII HEADING

and do not affect the interpretation of this Agreement. Headings to clauses in this Agreement are for ease of reference only

SEVERABILITY SECTION XII

full force and effect. or unenforceable, the remaining provisions shall remain in,and shall be given, If one or more provisions of this Agreement shall be held invalid,illegal

Page 6

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PAGCOR Gaming Licensing and Development Department Rev. No. Effectivity DEC 05 2024 1

TERMINATION SECTION XIV

prior notice of thirty (30) days to the other party. Either Party may terminate this Agreement with just cause subject to

Either Party may terminate this Agreement with immediate effect due to breach or violation of a material provision herein by the other.

INTEGRATION CLAUSE SECTION XV

representation, assertion, guarantee, warranty, collateral agreement orother and amendment hereto,encompasses the entire Agreement of the Parties,and supersedes all previous understandings and agreements between them, whether oral or written. The Parties hereby acknowledge and represent, by affixing their hands and seals hereto, that they have not reliedon any assurance, except those set out in this Agreement,made by or onbehalf This Agreement,along with any exhibit, appendix, addendum,schedule

at law or in equity,arising or which may arise as the result of a party's reliance on such representation,assertion,guarantee,warranty,collateral agreement or a restriction or limitation of said party's rightto remedies associated with the of any other party or any other person or entity whatsoever, prior to the execution of this Agreement.The Parties hereby waive all rights and remedies, other assurance, provided that nothing herein contained shall be construed as

prior to,or contemporaneously with,the execution of this Agreement gross negligence,willful misconduct or fraud of any person or party taking place

IN WITNESS WHEREOF.we have hereunto set our hands on the date and place first mentioned.

NAME OF REPRESENTATIVE NAME OF REPRESENTATIVE

[Project Partner] [Designation] [Foundation Name] [Designation]

NAME OF REPRESENTATIVE

[Licensee Name] [Designation]

Page 7

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PAGCOR Gaming Licensing and Development Department Rev. No. Effectivity DEC 05 2024 7

Witnessed by

NAME OF WITNESS NAME OF WITNESS

[Project Partner] [Designation] [Foundation Name] [Designation]

NAME OF WITNESS

[Licensee Name] [Designation]

Page 8

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ACKNOWLEDGMENT

CITY PHILIPPINES OF .... REPUBLICOF THE )S.S.

BEFORE ME,a Notary Public,at the above-stated locality,on this [] day of [Month][Year],personally appeared the following

NAME Gov't. Issued ID Place and Date of Issue

who have presented to me an integrally complete MEMORANDUM OF AGREEMENTconsisting of [no.of pages] pages, including this

to be,and represented to me that their signatures on the foregoing Agreement and voluntary act and deed with authority to sign in that capacity as well as the free act and deed of the corporations and individuals they represent, and they further swear under oath to the truth of the contents of the said Agreement, through competent evidence of their identities as the same persons they purport were voluntarily affixed by them and that the same is their own respective free under penalty of law. acknowledgment page, and are personally known to me or identified by me

WITNESS MY HAND AND SEAL,on the date and at the place above-written

NOTARY PUBLIC

Page No. Series of [Year] Doc. No. Book No.

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PAGCOR Gaming Licensing and Development Department Rev. No. Effectivity DEC 0 5 2024

SAMPLE DEED OF DONATION WITH ACCEPTANCE ANNEX F

DEED OF DONATION WITH ACCEPTANCE

KNOW ALL MEN BY THESE PRESENTS

This Deed of Donation made and entered into by and between

referred to as DONOR by its [Designation],[NAME OF AUTHORIZED REPRESENTATIVE],and hereinafter under the laws of the Philippines with principal address at [Address], herein represented NAME OF FOUNDATION, a corporate foundation duly organized and existing

-and-

to as LICENSEE; of the Philippines with principal address at [Address], herein represented by its [Designation],[NAME OF AUTHORIZED REPRESENTATIVE],and hereinafter referred NAME OF LICENSEE,a corporation duly organized and existing under the laws

-In favor of-

profit organization/private entity organized and existing under and by virtue of the laws of the Republic of the Philippines with principal address located at [Address], and NAME OF PROJECT PARTNER, a governmentagency/non-government/non

hereinafter referred to as DONEE represented by its [Designation],[NAME OF AUTHORIZED REPRESENTATIVE], and

-WITNESSETH-

WHEREAS.[NAME OF LICENSEE]theLicensee),a license of the Philippine

[FOUNDATION](theDonor),and set aside funds therefor for the following purposes Amusement and Gaming Corporation ("PAGCOR"),has incorporated and registered the restoration of cultural heritage,education,environment, and health,in compliance with its Regular Gaming License dated [License Date of Issue](hereinafter,the"License");

[Insert applicable WHEREAS Clauses]

CONVEYS by the way of DONATION, unto the DONEE the aforementioned equipment and all the accessories found therein, free from all liens,encumbrances,and charges of whatever kind; GENEROSITY,the DONOR hereby voluntarily and freely GIVES, TRANSFERS,and NOW, THEREFORE, as an act of GRATITUDE, PURE LIBERALITY, and

That the DONOR affirms that this donation is not made with intent to defraud its creditors, and has sufficient funds and property reserved for its obligations Page 1

GUIDLLINES FOR FOUNDATIONS IMDLEMENTING RULES AND Page No. Page 34 of 36

PAG COR Gaming Licensing and Development Department Rev. No. Effectivity DEC 0 5 2024 T

ACCEPTANCE

liberality. the DONOR, and hereby, manifests its gratefulness for the latter's generosity anc That the DONEE hereby accepts and receives this donation made in its favor by

IN WITNESS WHEREOF,both the DONOR and DONEE have hereunder affixed their respective signature this(Day) of(Month)(Year) at(Location)

[NAME OF AUTHORIZED REPRESENTATIVE] NAME OF FOUNDATION [Designation]

NAME OF LICENSEE [Designation] DONOR

[NAME OF AUTHORIZED REPRESENTATIVE]

NAME OF PROJECT PARTNER [Designation] DONEE

SIGNED IN THE PRESENCE OF

Name of Foundation NAME OF WITNESS Designation Designation Name of Project Partner NAME OF WITNESS

Page 2

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PAGCOR Gaming Licensing and Development Department Rev. No. Effectivity DEC 0 5 2024 7

ACKNOWLEDGEMENT

Republic of the Philippines) S.S

Philippines, personally appeared: BEFORE ME,a notary for and in the City of

Name Identification Card Date/Place Issued

Both known to me to be the same persons who executed this Deed of Donation, consisting of acknowledged to me that the same id their free and voluntary act and deed and the of the pages, including the page in which Acknowledgment is written and they

corporation/entities represented herein.

seal this IN TESTIMONY HEREOF,I have hereunto set my hand and affixed my notarial day of 2024 at

Page 3

PAGCOR Gaming Licensing and Development Departmeni GUIDLLINES FOR FOUNDATIONS IMPLEMENTING RULES AND Rev. No. Effectivity Page No. Page 36of 36 DEC 05 2024 1

SAMPLE CERTIFICATE OF ACCEPTANCE ANNEX G

(Official Logo of Project (Name of Project Partner) (Address)

Partner)

CERTIFICATE OF ACCEPTANCE

Project Title:

Project Cost:

Location:

Project Details:

On behalf of the [Project Partner],I, solely authorized representative,hereby accepts and acknowledges the turnover of the abovementioned project dated

from [Name of Foundation] and found in order as being fully completed in strict compliance with the plans, specification, scope of works and other related documents relative thereto.

Name of Authorized Representative Designation Date: