SECRETARY’S CERTIFICATE

I, _________________________, of legal age, Filipino, and with office address at

_______________________, being the duly elected and qualified Corporate Secretary of
______________________________ (the “Corporation”) with principal office at
___________________________, after having been a sworn according to law, hereby depose and
state:

That at an Organization Meeting of the Board of Directors of the Corporation, held on

______________________, the Board approved the following resolution:

“RESOLVED, That the Board of Directors of ____________________ (the

‘Corporation’) approves, as it hereby approves, that on the basis of the computation
of the Finance Officer/ Treasurer, _____________________, the allocation of stock
dividend as indicated in the Certificate of Increase is in proportion to the
shareholdings of stockholders as of a date of meeting approving the dividend
declaration or as of record date and the treatment of the fractional shares, and the
approval of cash pay-out for the same.”

That the foregoing resolution has not been repealed, amended or modified and remains to be
valid and subsisting as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of ________________
at __________________.

Corporate Secretary

SUBSCRIBED AND SWORN to before me this _____ day of _____________________ in

__________________________, affiant exhibiting to me his ____________________.

Doc. No. ____ ;

Page No. ____ ;
Book No. ____ ;
Series of 2019.