Annex A Secretary’s Certificate.docx

Annex "A" REPUBLIC OF THE PHILIPPINES } MANDAUE CITY

} S.S.

SECRETARY’S CERTIFICATE

I, Kyle Audrey Villamor, of legal age, single, Filipino citizen and with office address at TGU Tower, IT Park Cebu City, after having been duly sworn in accordance with law, hereby certify:”

1. That I am the duly designated corporate secretary of PENSHONE INC., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at JDY Building, A.S. Fortuna Street, Mandaue, City, Cebu, Philippines.

2. That a special meeting of the Board of Directors held on January 15, 2019 at its principal office address, majority of the Board of Directors being present, unanimously adopted and approved the resolution;

RESOLVED, as it is hereby RESOLVED that the President and Chairman of the Board, NOVEM KHAN VALENZONA, and the Corporation Legal Counsel, Careyssa Mae Ipil, be, as they are hereby authorized, individually and separately, 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 and all 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 18 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 above-mentioned 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 ratifying and confirming all that the said persons shall lawfully do or cause to be done by virtue of this Authority."

This is to certify that the foregoing Board Resolution duly passed and approved is true and correct.

IN WITNESS WHEREOF, I have hereunto set my hands this 16th day of January, 2019 at Cebu City.

KYLE AUDREY VILLAMOR Corporate Secretary

SUBSCRIBED AND SWORN to before me this 16th day of January, 2019 at Cebu City, Philippines. Affiant exhibited to me his Tax Identification Number 145-873–378 issued at Cebu City on September 5, 2014.

ATTY. CARLY MAE CASTAÑAS NOTARY PUBLIC Doc. No. 3;

Not. Comm. 03-2018 Cebu City

Page No. 6;

Valid until Dec. 12, 2019

Book No. 1;

Roll No. 86874 TIN 216-823-327

Series of 2019.

IBP Lifetime No. 4564-26 MCLE Comp. No. V-000 PTR No. 1178656-12/ 01-08-18 Cebu City