Secretary Cert.docx

TOYOTA MOTORS CORPORATION TOYOTA CITY, AICHI, JAPAN

トヨタ 日本 SECRETARY'S CERTIFICATE I, KARI MIDORI, Japanese, of legal age, with office address at 5-7-5 Jingumae, 150-0001 Shibuya-ku, Japan, after being sworn in accordance with law, do hereby depose and state as follows: 1.

That I am the incumbent Corporate Secretary of Toyota Motors Corporation, a corporation duly organized and existing under Japan laws with principal address at Kazuno Tower, Toyota City, Aichi, Japan:

2.

That during the special meeting of the Board of Directors held on March 28, 2019, wherein a quorum was present and acted throughout after being informed of the necessity of representation in a Civil Case in the Republic of the Philippines involving Specific Performance with Preliminary Injunction and Prayer for TRO and Damages relative to Exclusive Dealership Agreement contracted with ABC Company, Philippines, the Board approved the following resolution, to wit: RESOLUTION NO. BD-028-2018 "RESOLVED, as it is hereby resolved, that the corporation be empowered and authorized to represent Toyota Motors Corporation (Corporation), Japan as a true and legal representative to act for the Corporation and to represent the Corporation for all the legal proceedings in Civil Case No. 989765 in a Philippine court. "RESOLVED FURTHER, as it hereby resolved, that MARIKU SAKURA, the VP FOR OPERATIONS - AISA, be authorized to sign, to enter into amicable settlement, to testify in court, to make admissions or stipulations of facts as authorized by the Board.

3.

I hereby certify that the foregoing resolution is in full force and effect and that it has not been revoked, amended or cancelled.

Done this 29th day of March 2019 at Toyota City, Aichi, Japan.

Signed:

カリ みどり

________________

Kari Midori