REPUBLIC OF THE PHILIPPINES )

City/Municipality of _______________ ) S.S.

SECRETARY’S CERTIFICATE

I, __________, of legal age, [Civil Status], [with office address at/a resident of] _______________,
after being duly sworn, hereby depose and state:

1. I am the duly elected Corporate Secretary of ____________________ (the “Corporation”), a

corporation duly organized and existing under and by virtue of Philippine law, with principal office
address at _______________.

2. At a Meeting held on _______________ at ____________________ and wherein a quorum was

present and acting throughout, the Board of Directors and Stockholders of the Corporation,
approved the increase of its authorized capital stock to ______________________________
(Php_______________) divided into ______________________________ (_______________)
shares, with a par value of ______________________________ (Php_______________) per
share.

3. In connection with the said increase of capital, I hereby certify that all non-subscribing stockholders
have waived their pre-emptive rights to subscribe.

4. I further certify to the best of my knowledge that, from the time of such Stockholders and Directors’
approval of the increase in capital stock up to the filing of the application for the increase of capital
stock with the Securities and Exchange Commission, no action or proceeding has been filed or is
pending before any Court involving an intra-corporate dispute and/or claim by any person or group
against the Board of Directors, individual directors and/or major corporate officers of the
Corporation as its duly elected and/or appointed directors or officers or vice versa.

IN WITNESS WHEREOF, I have hereunto affixed my signature this ___ day of _______________
20__ at ____________________, Philippines.

_____________________
Corporate Secretary
ATTESTED:

_____________________
President

SUBSCRIBED AND SWORN to before me on this ___ day of _______________ 20__, in

____________________, Philippines, affiant exhibited to me [his/her] [type of valid ID] No. __________
issued at ____________________ on _______________.

NOTARY PUBLIC

Doc No. _____;

Page No. ____;
Book No. ____;
Series of 20__.