GRINGOTTS BANKING CORPORATION

Hogwarts Building, Privet Drive,

Cebu Business Park,
Cebu City 6000

BOARD RESOLUTION NO. 02-2017

“RESOLVED, that the Corporation shall apply for and secure a loan
or credit accommodation from J.K. ROWLING FINANCING
CORPORATION in such amounts and under such terms and conditions as
the Officers authorized herein may deem appropriate and that any THREE
of the following four corporate officers, as defined in the By-laws of the
Corporation: ALBUS PERCIVAL D. DELA CRUZ, the President;
MINERVA M. MENDOZA, the Vice-President; SEVERUS S. SANTOS,
the Corporate Treasurer; or HERMIONE G. GREGORIO, the Corporate
Secretary, be hereby authorized for and in behalf of the Corporation to
apply and negotiate for the said loan or credit accommodation with J.K.
ROWLING FINANCING CORPORATION in such amounts and under
such terms and conditions may deem proper, expedient and beneficial to the
Corporation.”

“RESOLVED, FURTHER, that any THREE of the four Corporate

officers named herein be hereby authorized to convey to J.K. ROWLING
FINANCING CORPORATION, by way of mortgage, pledge, or assignment,
any and all of the corporate assets of the Corporation as security for the
credit accommodation extended to the latter and to sign for and in the name
of the Corporation all mortgages, pledges, or assignments and/or other
instruments conveying such corporate properties to any person, bank or
financing institution by way of security, including applications for loan,
promissory notes, deeds of undertaking, and such other documents which
may be required by the Bank in connection with the loan or credit
accommodation; to negotiate for the renewal or extension of the loan
accommodation and to accept all the additional or modified terms and
conditions which J.K. ROWLING FINANCING CORPORATION may
impose with full power and authority to sign all such contracts or documents
embodying such additional or modified terms and conditions and to do such
other acts necessary in furtherance of the foregoing authority.”

Approved this 27th day of February, 2017.

SIGNED:

HARRY P. PEREZ RONALD W. WENCESLAO

Member, Board of Directors Member, Board of Directors
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 SEVERUS S. SANTOS MINERVA M. MENDOZA
Member, Board of Directors Member, Board of Directors

ALBUS PERCIVAL D. DELA CRUZ

Chairman, Board of Directors

This is to certify that the above resolution had been submitted for
approval of the stockholders of the corporation at a special meeting duly
called for the purpose on February 28, 2017, and approved by a vote of the
stockholders representing more than 2/3 of the outstanding capital stock of
the Corporation as of the said date, entitled to vote at said meeting.

HERMIONE G. GREGORIO
Corporate Secretary

Dated this 1st day of March, 2017.

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