REPUBLIC OF THE PHILIPPINES )

MAKATI CITY, METRO MANILA ) S.S.

CORPORATE SECRETARY'S CERTIFICATE
I, CIV CEBREROS, of legal age, Filipino citizen and with business address at
c/o XYZ Bank of the Philippines, XYZ Building, Ayala Avenue corner Paseo de Roxas ,
Makati City, Metro Manila, after being sworn according to law, do hereby certify:
1. That I am the duly elected and incumbent Corporate Secretary of XZY Bank of the
Philippines (XYZ), an expanded commercial banking corporation duly organized and
existing under and in accordance with the laws of the Republic of the Philippines,
with principal Office and place of business at the above stated address;
2. That as such
Corporate Secretary, I am the custodian of the corporate records
of XYZ, including the minutes of the meetings of its stockholders, Board of Directors
and Executive Committee (ExCom);
3. That the following are true and correct excerpts from the minutes of the meeting
of the ExCom of XYZ held on 29 September 2015, at which meeting a quorum was
present and acting throughout:
"Update of BPI Representatives/Signatories for Credit Card Related
Cases or Litigation Matters, with Power of Substitution.
Upon
recommendation
of
management,
the
ExCom
unanimously adopted and approved the folllowing resolutions:
'RESOLVED, That any one (1) of the following Officers of the XYZ
Bank of the Philippines, namely:
Aniceta C. Delos Santos
Carmela C. Velasco
Elmer P. Dorogon
Maria
Joan
Wencasmino
Ms. Anne Tapya

S.

Vice-President
Senior
Manager
Senior
Manager
Assistant
Manager
Assistant
Manager

is hereby authorized to appear and represent XYZ in all credits cardrelated cases and litigation matters , whether in the initiatory,
original or appellate stage, either as plaintiff, complainant,
petitioner, defendant, appellant, appellee or respondent, including
the authority to sign under oath the required Verification and
Certification of Non-Forum
Shopping and all necessary and
appropriate plaedings and documentary requirements, as well as in
the pre-trial conference of all credit card-related cases, whether civil,

criminal, labor, administrative or otherwise, with full power and

authority to (i) consider the possibility of amicable settlement or
enter into compromise agreement whenever possible, as well as the
possibility of submission to arbitration or to another, alternative
modes of dispute resolution and agree on the same; (ii) agree to a
simplication of issues, and consider and agree to amend pleadings;
(iii) agree on a stipulation of facts or admit facts and documents to
avoid unnecessary proof, and limit the number of witnesses; (iv)
consider and agree to a preliminary reference of issues to a
commissioner, or on the propriety of rendering judgment on the
pleadings, or summary judgment, or of dismissing the action should
a valid ground therefore be found to exist and on the advisability or
necessity of suspending the proceedings; and (v) do or cause to be
done such other matters as may aid in the prompt disposition of the
action or as may be necessary under the circumstances.
RESOLVED FURTHER, That any one (1) of the above name
Officers of XYZ is likewise empowered to specify the case title,
docket number, court or tribunal, date and time of hearing and other
necessary details of the pre-trial conference of a particular case in
which he/she is authorized to represent XYZ.
REOLVED FINALLY, That any one (1) of the aforesaid XYZ
Officers is hereby granted full power and authority to appoint a
substitute, with full power and authority as those granted above."
The foregoing approval supersedes the ExCom approval of 11
August 2010 on the same subject matter."
4. That the ExCom of XYZ possesses and exercises all the powers of the Board of
Directors of XYZ in the management and direction of the affairs of XYZ, by virtue
and in accordance with the first paragraph of Article VII of the By-laws of XYZ, which
paragraph so far as pertinent reads:
"At its first meeting after the annual meeting of the
Stockholders, the Board of Directors shall appoint an Executive
Committee which shall be a part of the permanent organization of the
Bank, and which shall, in the interim between meetings of the Board of
Directors possess and exercise all the powers of that body in the
management and direction of the affairs of the Bank. x x x .
(Underscoring supplied).
5. That I am executing this certificate for whatever legitimate purposes
serve.

it may

IN WITNESS WHEREOF, I have hereunto set my hand at Makati City, Metro

Manila, this 24 of September 2015.
CIV CEBREROS
Corporate Secretary

SUBSCRIBED AND SWORN to before me in the City of Makati, on __________ affiant

__________________, who is personally knwon to me and known to be the same
person who executed the foregoing instrument and who exhibited to me his
Community Tax Certificate No________issued at San Juan on 23 February 2013,
and/or who was identified by me through competent evidence of identity to be the
same person who executed the foregoing instrument and who exhibited to me his
Passpoirt/Drivers licence No._______ issued at ___________ on _______.
Doc No.____
Book No.___
Page No.___
Series of 2016