Courtney Allison P.

Tirol
Legal Forms

Republic of the Philippines )

City of Makati ) s.s.

SECRETARY’S CERTIFICATE

I, Lucena Melosia P. Barerra, of legal age, Filipino, single, and a resident of 216
Metropole Building, Senator Gil Puyat Avenue Corner Tordesillas Street, Salcedo Village,
Makati City, after being duly sworn in accordance with law, depose and state that:

1. I am the duly elected and qualified Corporate Secretary of ZEN MOTORS, INC., a
corporation duly organized and existing under the laws of the Philippines, with
office address at 3/F NYS Building, Chino Roces Avenue, Makati City;

2. At the special meeting of the Board of Directors of the Corporation held at the Zen
Motors, Inc. Head Office, NYS Building, on September 9, 2019, the following
resolution was unanimously adopted:

RESOLUTION

RESOLVED, that METROPOLITAN BANK & TRUST COMPANY

(hereinafter called "METROBANK") be, and hereby is, designated a depository of
the funds/monies of the Corporation and that the Corporation be, and hereby is,
authorized to enroll in metrobankdirect-corporate;

RESOLVED, FURTHER, that the following be authorized to sign, execute

and/or deliver any and all documents in connection with the enrollment in
metrobankdirect-corporate and to appoint the authorized users thereof;

Name Position

Laura Matsuda-Austria President & Chief Executive Officer

Alano L. Quetua Senior Vice-President, Finance & Accounting

Delilah Rai G. Javier Chairwoman of the Audit Committee

Conner Morgan R. Osorio Chairman of the Renumeration Committee

RESOLVED, FINALLY, to confirm and ratify the acts and things done by
the aforementioned signatories pursuant to and in accordance with the foregoing
authorities.

3. The Corporation has a Board of Directors composed of ten (10) members and the
following are the current directors elected in the meeting of the stockholders held
on July 10, 2019:
 Name Position

Ryan D. Alvarez Chairman of the Board of Directors

Laura Matsuda-Austria President & Chief Executive Officer

Delilah Rai G. Javier Chairwoman of the Audit Committee

Conner Morgan R. Osorio Chairman of the Renumeration Committee

Crystal T. Galíndez Chairwoman of the Risk Oversight Committee

Marlene Pasha M. Atega Audit Committee Member

Nikolas T. Muñoz, Jr. Renumeration Committee Member

Kelsey Eloisa A. Sardido Renumeration Committee Member

Dennis K. Belloso Risk Oversight Committee Member

Aniyah Naomi D. Acuña Risk Oversight Committee Member

4. The principal officers of the Corporation elected in the meeting of the Board of
Directors held on September 3, 2019, are as follows:

Name Position

Ryan D. Alvarez Chairman of the Board

Laura Matsuda-Austria President & Chief Executive Officer

Alano L. Quetua Senior Vice-President, Finance & Accounting

Joe Bradley A. Marquez Treasurer

Lucena Melosia P. Barerra Corporate Secretary

5. The foregoing information is in accordance with the records of Zen Motors, Inc.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 10th day of

September, 2019 at 3/F NYS Building, Chino Roces Avenue, Makati City.

Lucena Melosia P. Barerra

Corporate Secretary

Attested by:

Laura Matsuda-Austria
President of Zen Motors, Inc.
 SUBSCRIBED AND SWORN TO before me this 10th day of September, 2019 in
Makati City, affiant exhibited to me her CTC No. 12345-67890 issued on the 12th day of
September, 2019 in Makati City.

Hillary R. Rodriguez
Notary Public
My Commission Expires Dec. 31, 2019
IBP No. 162745, 1/19/2017, Pasig City
PTR No. 728345, 1/5/2017, Pasig City

Doc. No. 1234

Page No. 5678
Book No. 1011
Series of 2019.