Republic of the Philippines )

_____________________ ) S.S.

SECRETARY’S CERTIFICATE

I, ____________, of legal age, single, with office address at

____________________________, being duly sworn, depose and state that:

1. I am the duly elected and qualified Corporate Secretary of

_________________________ (the “Corporation”), a corporation duly organized and
existing under and by virtue of the Republic of the Philippines, with principal office address at
________________________________.

2. As such Corporate Secretary, I am the custodian of the corporate records of the

Corporation, including the minutes of the meeting of its Stockholders and Board of Directors.

3. On 19 October 2018, at a special meeting of the Board of Directors held at its

office, the following resolution was approved and adopted:

RESOLVED, AS IT IS HEREBY RESOLVED, that the Corporation

hereby appoints and constitutes ______________, or in his absence the
Chairman of the meeting, as its proxy and attorney-in-fact, with full power of
substitution, and delegation, for the purpose of attending the Annual
Stockholders’ Meeting of ___________________ on 24 October 2018 with full
power and authority to vote its shares on all matters that may be taken up in
said meeting, including but not limited to the nomination and election of
directors, and any proposal that may be brought before the Annual Stockholders’
Meeting.

4. The above resolutions have not been altered, modified, or revoked, and as of
this date of certification, is in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of ______ 2018 at
__________ City.

_____________________
Corporate Secretary

SUBSCRIBED AND SWORN to before me this __________________ at

__________________, affiant exhibiting to me her _______________ as proof of her identity.

Doc. No. ;
Page No. ;
Book No. ;
Series of 2018.