REPUBLIC OF THE PHILIPPINES )

City of Makati ) S. S.

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SECRETARY’S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned Corporate Secretary of ABC Corporation, Inc., a

domestic corporation duly organized and existing under and by virtue of the
laws of the republic of the Philippines, DO HEREBY CERTIFY that at as special
meeting of the Board of Directors of said corporation held at its principal office at
10th floor, Ayala Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue,
Makati City, Philippines on 1st April 2017, duly called for the purpose, a quorum
being present and acted throughout, the following resolutions were unanimously
adopted, and are now in full force and effect, to wit:

“RESOLVED, as it is hereby RESOLVED that ALEXANDER SCOTT

PAREJA, the Asset Services Group Finance, is hereby authorized to bring,
file, initiate and institute cases, complaints, petitions and any and all
actions for and in behalf of, and to protect and vindicate the rights, of the
corporation as to any matters affecting its interests, properties, business,
good will, as well as to defend the corporation in any and all actions that
may be brought or filed against it in any court, tribunal, administrative or
quasi-judicial body or forum, with full and special power and authority: (a)
to cause and authorize the preparation and filing of all pleadings, motions,
memoranda, affidavits, and such other papers or documents as may be
needed in the course of the trial, (b) to sign and execute all verifications
and certifications of non-forum shopping and other procedural
requirements for pleadings filed on behalf of the Corporation for any and
all cases instituted or to be instituted by or against the Corporation; (c) to
appear for and in behalf of the corporation in all mediation proceedings
and judicial dispute resolution hearings; (d) to enter into amicable
settlements or compromises; (e) to submit to alternative modes of dispute
resolution; (f) to enter into stipulations or admissions of facts and of
documents; (g) to exercise acts enumerated under Section 2, Rule 28 of the
Revised Rules of Court, and (h) to appoint and secure the services of a legal
counsel or attorney-at-law to represent the corporation in the
abovementioned actions or proceedings.”

“HEREBY GIVING AND GRANTING unto the said persons full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises and hereby

1
 ratifying and confirming all that the said persons shall lawfully do or cause
to be done by virtue of this Authority.”

IN WITNESS WHEREOF, I have hereunto affixed my signature this 1st day

of April 2017 at Makati City, Philippines.

CORPORATE SECRETARY:

John Lennon A. Managaytay

ATTESTED TO BY:

Marci Joy B. Buenavista

PRESIDENT:

Mark Jacob C. Ayala

SUSBSCRIBED and sworn to before me, this 1st day of April 2017, in the
City of Makati by John Lennon A. Managaytay with Passport No. 1234 issued on
at Makati City, Philippines.

Doc No.______; KIM JOHN V. VILLA

Page No._____; Notary Public
Book No._____; Attorney’s Roll No. 52055
Series of _____. PTR No. 5323550/ 01.04.16/ Iloilo
IBP (Lifetime) No. LRN-010317/Iloilo
MCLE Compliance No. V-0019654/ April 22, 2016