Secretary's Certificate
Bayanihan Retail Corporation · Standard board-action route · Template v0.2.0
CERTIFICATION AND CORPORATE IDENTITY
I, Maria L. Santos, certify that I am the duly elected and incumbent Corporate Secretary of Bayanihan Retail Corporation, a domestic stock corporation with SEC registration CS201912345 and principal office at 12 Mabini Avenue, Barangay San Lorenzo, Makati City 1226, Philippines.
Corporate-record basis: SEC-filed Articles of Incorporation dated 12 March 2019, amended 10 January 2024, and Bylaws dated 30 April 2019, verified against the signed corporate books on 29 August 2026. Secretary incumbency: Elected Corporate Secretary by Board Resolution No. 2026-01 on 15 January 2026 and reflected in the current General Information Sheet and secretary's incumbency register. Current route: Standard board-action route.
This document certifies only facts supported by the corporate books. It does not create corporate power, cure a defective meeting or vote, replace a required owner/member/regulator approval, or prove recipient acceptance, filing, notarization, or transaction completion.
ADOPTION, NOTICE, ATTENDANCE, AND QUORUM
At a special meeting on August 30, 2026 at 10:00 a.m., held at Board Room, 12 Mabini Avenue, Makati City, with one director participating through the approved secure videoconference platform, the Board acted as described below.
Call and notice record: called by President Jose P. Reyes under Article IV, Section 3 of the Bylaws; 5 day(s) advance notice, against a required minimum of 2 day(s) under Section 52 of the Revised Corporation Code. On 25 August 2026, the secretary emailed every director the signed notice, date, time, physical and remote access details, agenda, approval memorandum, and final agreement; delivery receipts and acknowledgments are retained. Waivers or objections: All directors acknowledged notice; the absent director gave no waiver, and no attendee objected to the call, notice, agenda, place, or remote procedure at the beginning of the meeting.
Board size stated in the articles: 5. Applicable quorum: 3. Present and able to participate: 4, including 1 remotely. Participants: Jose P. Reyes—in person, chair; Ana D. Cruz—in person; Roberto M. Lim—in person; Elena V. Tan—remote from Cebu City. Carlo S. Ong was absent. All four attendees participated throughout. Presiding: Jose P. Reyes, Chairperson. Recording secretary: Maria L. Santos, Corporate Secretary.
Remote-participation evidence: The secretary authenticated the remote director through the board portal and two-factor access, confirmed continuous audio-video participation and reasonable opportunity to speak, recorded joining and leaving times and each vote, and retained the approved meeting log with the minutes. No director or trustee attended or voted by proxy.
BACKGROUND AND MATERIALS REVIEWED
Action and business purpose: Approve the final enterprise software subscription and implementation agreement between Bayanihan Retail Corporation and Ligtas Systems, Inc. for a maximum first-year commitment of PHP 4,800,000.
Material facts and findings: Management demonstrated the operational need, procurement comparison, approved budget, implementation plan, information-security and data-processing review, service levels, termination rights, total cost, and absence of undisclosed related-party interests.
Documents presented and incorporated only to the extent expressly stated: Final Ligtas Systems Enterprise Subscription and Implementation Agreement version 2026-08-29; pricing Schedule A; implementation Schedule B; DPA; security assessment; procurement comparison; budget certificate; legal review memorandum; and conflict declarations.
RESOLUTIONS
RESOLVED, that Bayanihan Retail Corporation approve the Ligtas Systems Enterprise Subscription and Implementation Agreement version 2026-08-29 for a first-year aggregate commitment not exceeding PHP 4,800,000 on the terms presented to the Board; RESOLVED FURTHER, that Laura M. Cruz, Chief Operating Officer, is authorized to sign that exact final agreement and its approved schedules and to perform the limited implementation acts stated below; RESOLVED FINALLY, that any material change requires renewed Board approval.
Authorized person: Laura M. Cruz, Chief Operating Officer. Scope: Sign the exact final agreement and approved schedules, issue implementation notices, identify authorized project personnel, approve milestone completion within the approved statement of work, and take ministerial acts reasonably necessary to implement the approved transaction.
Limits and controls: The authorized officer may not increase total first-year commitment above PHP 4,800,000, change the counterparty, extend the initial term beyond twenty-four months, add a guarantee or security interest, weaken liability or data-protection terms, waive material default, or change scope without renewed Board approval; payments require the existing dual-approval policy. Effective August 30, 2026 through February 28, 2027. Delegation: No substitution of signing authority is permitted. Ministerial filing, delivery, and project coordination may be assigned to named employees under Laura M. Cruz's supervision without expanding discretion or financial authority.
No banking or borrowing authority is implied unless expressly and exactly stated in the adopted resolution.