Opinions and Legal Insights

Secretary’s Certificate

Republic of the Philippines

City of Makati                         Sc.

SECRETARY’S CERTIFICATE

     I, MMM M MMM of legal age, Filipino, single and with office address at G/F United Kingdom Tower, Venus Road, Makati City,  after having been duly sworn  in accordance with law, do hereby depose and say that:

1.    I am the Corporate Secretary of the XYZ CORPORATION, a domestic company duly-registered with Securities and Exchange Commission (SEC), with corporate business address at G/F United Kingdom Tower, Venus Road, Makati City;

2.    At the Special Board meeting held on October 19, 2014 where majority of the Stockholders are present and at which a quorum was existing and acting throughout, the members of the Board present approved the following recommendations:

a.   RESOLVED, as it is hereby RESOLVED, that the following are the newly elected Board of Directors: 1.MMM M MMM, 2. JJJ J JJJ and 3. HHH H HHHand likewise elected as Corporate Secretary, Treasurer and Board of Director as replacement of XXX X XXX, respectively.  Said officers shall act as such for the remaining term of the Board of Directors who resigned and replaced” and

b.   RESOLVED FINALLY, that updating of corporate accounts specifically bank accounts of the Corporation will be the tasked of the new Corporate Secretary, MMM M MMM. Official signatories for the checks, deposits and withdrawal shall be MMM M MMM and JJJ J JJJ.

3.    The foregoing approval has not been amended, suspended or revoked and the same is valid and effective until otherwise modified by another act of the board.

Done this 5 November 2014, Makati City.

                                                MMM M MMM

Corporate Secretary

JURAT

SUBSCRIBED AND SWORNto before me this 21st day  of January 2015, personally exhibited to his LTO driving License No. N02-1234-5678 issued on November 28, 2013in Quezon City.

                                                                                  NOTARY PUBLIC

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Series of 2014.