SECRETARY’S CERTIFICATE

I, (Name of Corporate Secretary), of legal age, Filipino, (single/married), and with

office address at (address) under oath, do hereby certify that:

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

(Name of Corporation) (“Corporation”), a corporation duly organized and existing under
the laws of the Philippines, with office address at (Company address)., under oath, do
hereby certify that:
2.

3.
4. That At the special meeting of the Board of Directors of the Corporation
this (Date), held in the Corporation’s principal place of business, the following
resolutions were duly adopted by at least a majority vote of the Board of Directors
constituting a quorum and acting throughout, and at least two thirds (2/3) of the
shareholders representing the outstanding share capital, to wit:

“RESOLVED that (Name of Representative), (Designation), is hereby appointed

as the Corporation’s duty authorized representative to negotiate, deal and/or
transact in connection with the critical aspects of the Corporation’s operation;

“RESOLVED further that (Name of Representative) shall be granted the following

powers and authorities in the course of her representation for the Corporation, to wit:

1. To voluntarily appear on the Corporation’s behalf in any meeting

required by the Parties to the transactions and to file and sign all appropriate
documents to accomplish the objectives of the sale;

2. To perform in good faith other acts and processes incidental to and

consistent to the operations of:

3. To sign, request for relevel documents and receive the same, pay
applicable fees, charges and related matters in the accomplishment of the
purported transactions;

4. All other task as may be necessary to conclude all purported

transactions of the Corporation.

“RESOLVED, FINALLY, that the foregoing Resolutions shall remain valid and subsisting
unless otherwise revoked or amended in writing by the Company.

IN WITNESS WHEREOF, I have hereunto affixed my signature this __________ day of

__________________ at ________________________.

_________________________
Corporate Secretary

Subscribed and Sworn to before me this ______________ at _______________

affiant exhibited to me his/ her CTC competent evidence of identityNo.
___________________ issued on ________________ at _____________________.
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