Republic of the Philippines )

) S.s.

SECRETARY’S CERTIFICATE

I, [NAME OF THE CORP. SEC.], of legal age, Filipino and with office address at
[ADDRESS], after having been duly sworn to in accordance with law, hereby certify
that:

I am the duly elected and qualified Corporate Secretary of [NAME OF THE

COMPANY], a corporation duly organized and existing under Philippines laws, with
principal office at [ADDRESS].

As such Secretary, I am the custodian of the Minutes Book of the corporation

and that said Minutes Book show that in a duly constituted meeting of the Board of
Directors of the corporation held on [DATE OF BOARD MEETING], the following
resolutions were adopted and approved:

“RESOLVED, AS IT IS HEREBY RESOLVED, by the Board of

Directors of [NAME OF THE COMPANY], that the Corporation is authorized
to apply for eFiling and Payment System online registration with the
Bureau of Internal Revenue (BIR) and is hereby appointing [NAME OF
THE AUTHORIZED REP] as its authorized representative in the filing
and processing of the corporation’s application for BIR online registration.

RESOLVED, FURTHER, that [NAME OF THE AUTHORIZED REP.]

is likewise authorized to sign, execute, deliver, receive, and receipt any
and all necessary documents to effect the foregoing authorizations.

RESOLVED, FINALLY, that these resolutions shall remain in full

force and effect unless revoked or modified by a subsequent resolution
duly certified by the Corporate Secretary.”

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of

[MONTH AND YEAR].

[NAME OF THE CORP. SEC]

Corporate Secretary

SUBSCRIBED AND SWORN TO before this _____ day of [MONTH AND YEAR],
in __________________, Philippines, affiant exhibited to me his [VALID GOV’T. ID &
NO.]

NOTARY PUBLIC
Until December 31, 20__
Doc. No. ______
Page No. ______
Book No. ______
Series of 20____.