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