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REPUBLIC OF THE PHILIPPINES)

______________________________ ) SS.

SECRETARY’S CERTIFICATE

I, GUILLERMO PLA OTAÑEZ, the undersigned Corporate


Secretary of COMPAÑIA GENERAL DE TABACOS DE FILIPINAS,
a corporation duly organized and existing under and by virtue of the
laws of the Kingdom of Spain with authority to conduct and operate
its business in the Republic of the Philippines, whose business address
is at No. 1 Paguirigan Street, Sta. Barbara, Ilagan City, Philippines,
after being sworn in accordance with law, hereby certify that at a
meeting of the Board of Directors held on April 04, 2018, at which a
quorum was present, the following resolutions were unanimously
approved by the Board of Directors, to wit:

“RESOLVED, AS IT IS HEREBY RESOLVED, that the


Board of Directors of COMPAÑIA GENERAL DE
TABACOS DE FILIPINAS (the “Corporation”), hereby
appoint and authorizes SANGALANG & GAERLAN,
BUSINESS LAWYERS (the “Firm”) to represent the
Corporation, with full and special authority TO:

a) Institute, any Administrative, Civil and Criminal


complaint/s for and in behalf of the corporation to protect and
enforce its rights correspondingly, to pay all filing fees and
costs as required by the law;

b) Represent the Corporation and sign/or submit affidavits,


petitions, verifications, including the authority to sign under
oath the required certification of non-forum shopping, and all
the necessary and appropriate pleadings and documentary
requirements, for and on behalf of the Corporation, in any and
all proceedings in connection with, arising out of, relating to
the administrative and/or criminal and/or civil complaint/s,
including but not limited to, appeals, petitions for certiorari,
or any and all proceedings with any court or tribunal, or any
agency in the Republic of the Philippines including but not
limited to, the Office of the Prosecutor and the Secretary of
Justice, that may emanate from the criminal complaint/s
(“Appeal Cases”) as well as any and all appeals, petitions for
review, petitions for certiorari, or any and all other
proceedings that may emanate from the Appeal Cases (“Other
Cases”) before any tribunal, court or agency in the Republic
of the Philippines, including, but not limited to, the Secretary
of Justice, the Regional Trial Court, the Court of Appeals,
and/or the Supreme Court;

c) To cause the preparation and filing of any pleading, petition


or document in any or all proceedings arising out of , in
connection with, or relating to the administrative and/or
criminal and/or civil complaint/s, Appeal Cases, and Other
Cases before any tribunal, court or agency in the Republic of
the Philippines, including, but not limited to Administrative
bodies exercising Quasi-Judicial powers, Office of the City
Prosecutor, the Secretary of Justice, the Regional Trial Court,
the Court of Appeals and/or the Supreme Court, and to
execute, sign, and/or submit any document that may be
necessary for such purpose, including all affidavits,
pleadings, motions, verifications, certification of non-forum
shopping, and documents relating to the criminal and/or civil
complaint/s, Appeal Cases and Other Cases;

d) Appear for and in behalf of the corporation in all mediation


and conciliation proceedings for Administrative, Civil and
Criminal hearings;

e) Appear and testify in court, for and in behalf of the


corporation, in all petition, Administrative, Civil and
Criminal proceedings, mediation proceedings, judicial
dispute resolution and in all hearings;

f) Enter into amicable settlements or compromises and submit


to alternative modes of dispute resolution;

g) Enter into stipulations or admissions of facts and of


documents;

RESOLVED, FURTHER, hereby granting unto the firm full


power and authority to make, sign, seal, execute and deliver
contracts, documents, agreements and other writings of
whatever nature or kind, with any and all third persons,
concerns, government agencies or entities upon terms and
conditions acceptable to the firm and execute such other
documents as may be necessary for the implementation and
furtherance of such power and authority as provided herein and
to do and perform all and every act requisite or necessary to carry
into effect the foregoing authorities as fully to all intents and
purposes as the corporation might or could lawfully do if
personally present, with full power of substitution and
revocation, and hereby ratifying and confirming all that the firm
or its substitutes shall lawfully do, have done or cause to be done
by virtue hereof.

RESOLVED, FINALLY, to authorize the Corporate Secretary


to issue the Certification(s) relative to the foregoing resolutions.”

I certify that the foregoing resolutions have not been cancelled,


revoked or amended and remain in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this ___
day of April 2018 at ___________________________________________.

GUILLERMO PLA OTAÑEZ


Corporate Secretary

SUBSCRIBED AND SWORN to before me this _________________ in


__________________________________, affiant exhibiting before me
his ____________________.

Doc. No._____
Page No._____
Book No._____
Series of 2018

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