SECRETARYS CERTIFICATE

I, ABEGAIL P. GUARDIAN, of legal age, Filipino, with office

address at NAC Tower, 32nd street, Bonifacio Gobal City, Taguig City,
Metro Manila, Philippines, after having been sworn in accordance
with law, hereby depose and state as follows:

1. That I am the duly elected and qualified Corporate Secretary

of Aboitiz Power Corporation (the AP), hereinafter referred
to as the Corporation, duly organized and existing and by
virtue of the laws of the Republic of the Philippines, with
principal office and place of business at NAC Tower, 32 nd
street, Bonifacio Global City, Taguig City;

2. That I am the custodian of the corporate books and records

of the Corporation, including the Minutes and Resolutions of
its Board of Directors;

3. That at the Special Meeting of the Board of Directors of the

Corporation held on 10 March 2017, during which a quorum
was present and acted throughout, the following resolution
was unanimously approved:

Resolution No. 09
RESOLVED, that the Directors of the Corporation, appoint
and designate any of the following officers, namely:

NAME TITLE/POSITION SIGNATURE

Dimitri C. Mijares President

Katrina T. Argos Executive Vice-President
Morgana F. Arcangel SVP-Corporate Services

a) To sign, execute and deliver any and all applications, contracts,

documents, forms and other similar writings with the Bank of
the Philippine Islands (BPI) in connection with the Corporations
application for affiliation with BPI.

b) To open a settlement account with any branch of the Bank of

the Philippine Islands (BPI) where the proceeds of credit, debit
and prepaid card transactions will be credited to.

RESOLVED, further, that any and all withdrawals from the

corporations accounts including checks, notes, drafts drawn against
said bank account or accounts as well as any other debit instructions
or transfer of funds to and from any of the corporations account shall
bear the signature/s of the following:

NAME TITLE/POSITION SIGNATURE

Yuri G. Orbida Chief Executive Officer
Ingrid C. Medrano Chief Financial Officer
Anilov C. Mijares SVP-Group Treasury
Signature Requirement: All

RESOLVED, that the Corporate Secretary of the Corporation

be authorized, as she is hereby authorized, to submit the updated
lists of incumbent officers occupying the above mentioned positions
from time to time.

RESOLVED, FINALLY, that this Resolution shall remain valid,

subsisting and enforceable unless subsequently modified, revoked,
rescinded or superseded by a resolution of the Executive Board of
the Aboitiz Power Corporation (the AP) and a copy of such
resolution is actually received by the Bank of the Philippine Islands.

IN WITNESS WHEREOF, I have hereunto set my hand this 13 th

day of March, 2017 in Taguig City, Philippines.

ABEGAIL P. GUARDIAN
Corporate Secretary

ACKNOWLEDGEMENT

Republic of the Philippines}

City of Taguig }S.S.

SUBSCRIBED AND SWORN to before me in City of Taguig, on

this 13th day of March 2017, affiant ABEGAIL P. GUARDIAN, who is
personally known to me and to me known to be the same person who
executed the foregoing instrument and who exhibited to me her
Passport ID No. EC3696626 issued at DFA South on 24 March 2014.
 WITNESS MY HAND AND NOTARIAL SEAL.

Doc No. 15; NAPOLYN C. FERNANDEZ

Page No. 9; Notary Public for Taguig
Book No. 4; Appointment No. 5035345
Series of 2017. Until 31 December 2017
9th Floor, Commerce and Industry
Plaza, McKinley Hill, Taguig City
Roll of Attorneys No. 91226
IBP No. 654077/ 12-31-2014
PTR No. 14434876/ 12-01-2017
MCLE No. 00123;9/16/16
Commission Serial No.: M-007