SECRETARYS CERTIFICATE

I, Roy C. Buna, of legal age, Filipino, with address at Barangay One,

Malaybalay City, Bukidnon and being the duly appointed Corporate Secretary of D
ASIAN HILLS BANK, INC. (A RURAL BANK), a rural banking corporation, duly
formed and existing under and by virtue of the laws of the Philippines, with principal
office at Malaybalay City after having sworn in accordance with law HEREBY
CERTIFIES:
THAT the members of the Board of Directors in its special meeting held on
June 27, 2014 regarding the Banks action to pay and redeem its preferred
shares/equity investment 9under BSP Circular No. 1369) with the LAND BANK OF
THE PHILIPPINES, the body approved the following:
STOCKHOLDERS RESOLUTION NO. 2014-06-001
THEREFORE, BE IT RESOLVED, AS IT IS HEREBY RESOLVED that the
Stockholders of the D Asian Hills Bank, INC (A RURAL BANK), hereby waives any
and all pre-emptive rights on the new common stocks to be issued in lieu of the
LAND BANK OF THE PHILIPPINES (LBP) Equity Investment;
THAT the said resolution is not contrary to the By-Laws of the Corporation
and is in force and effect.
WITNESS THE SIGNATURES of the undersigned on this ___________________
at Malaybalay City, Bukidnon.
ROY C. BUNA
Corporate Secretary