Republic of the Philippines )

Province of Bulacan ) S.S.

City of Meycauayan )
x- - - - - - - - - - -x

SECRETARY’S CERTIFICATE

I, CARMELA DANICA DALISAY, of legal age, Filipino, married

and with postal address at 128, Jacinto St., Caingin, Meycauayan City,
Bulacan, do hereby certify that:

1. I am the duly elected and incumbent Corporate Secretary of XYZ

CORPORATION, a domestic private corporation duly organized and
existing under and by virtue of the laws of the Philippines, with principal
office at 1st floor, XYZ Building, Meycauayan City, Bulacan, Philippines,
and as such, I have custody and possession of the corporate books and
other records of corporation, including the minutes of the meetings of
Stockholders and Board of Directors of the corporation.

2. At the Regular Meeting of the Board of Directors of the

Corporation held on September 4, 2020 in its principal place of business, at
which meeting a quorum was present and acting throughout, the following
resolutions were unanimously adopted, and are now in full force and effect
to wit:

“RESOLVED, as it is hereby resolved, that XYZ

CORPORATION, (hereinafter referred to as the “Corporation”) be
authorized and empowered, as it is hereby authorized and
empowered, to institute or defend, and represent the Corporation in
all legal proceeding in any administrative, civil and/or criminal case
in any court of competent jurisdiction or any other government
tribunal or agency.

RESOLVED FURTHER, that X shall have the power and

authority to file, verify, sign the appropriate complaint or any
initiatory pleading, execute the verifications and certifications of non-
forum shopping; to file, verify, sign the appropriate answer, counter-
affidavit or any other responsive pleading; and file, verify, sign the
 appropriate pleading, quitclaim, moton necessary for the institution,
prosecution, defense or termination of the administrative, civil, or
criminal case.

RESOLVED FURTHER, that X shall have the power to offer,

negotiate, accept, decide, or enter into amicable settlement of the case
as the foregoing may consider fair, just and equitable, limitation of
the number of witnesses, propriety of rendering judgment on the
pleadings, or summary judgment, or of dismissing the action should
a valid ground therefor be found to exist, advisability or necessity of
suspending the proceedings and such other matters as may aid in
the prompt disposition of the action.

RESOLVED FINALLY THAT the Corporation further

authorizes X as its attorney-in-fact to represent and to act for in its
behalf with powers and authority to offer, negotiate, accept, decide,
or enter into amicable settlement of the case as said attorneys may
consider fair, just and equitable and to appoint and secure the
services of a legal counsel or attorney-at-law to represent the
Corporation in any legal proceedings.”

4. I hereby certify that the foregoing resolution has not been revoked,
amended, or otherwise modified, and remain valid and subsisting.

5. With legal authority from the corporation, I caused the preparation

of the foregoing Certification to attest to the truth of the foregoing facts.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed

the seal of this Corporation this 5th day of September 2020 at Meycauayan
City, Bulacan, Philippines.

CARMELA DANICA DALISAY

Corporate Secretary
 SUBSCRIBED AND SWORN to before me this 5th day of
September 2020 at Meycauayan City, Bulacan affiant exhibiting her
Driver’s License valid until 24 February 2023.

Doc. No.: 105

Page No.: 11
Book No.: 4
Series of 2020.