September 17, 2025

“Mr. Flynn read the BAN vote: I, the Clerk of the Select Board of the Town of Pembroke, Massachusetts (the "Town"), certify that at a meeting of the board held September 17, 2025, of which meeting all members of the board were duly notified and at which a quorum was present, the following votes were unanimously passed, all of which appear upon the official record of the board in my custody: that the sale of the $40,790,000 General Obligation Municipal Purpose Loan of 2025 Bonds of the Town dated September 25, 2025 (the "Bonds") to Huntington Securities, Inc., at the price of $43,567,478.41 and accrued interest, if any, is hereby approved and confirmed. The Bonds shall be payable on August 1 of the years and in the principal amounts and bear interest at the respective rates, as follows: Interest Interest Year Amount Rate Year Amount Rate 2026 $ 635,000 5.000% 2037 $1,845,000 5.000% 2027 1,185,000 5.000 2038 1,845,000 5.000 2028 1,220,000 5.000 2039 1,845,000 4.000 2029 1,260,000 5.000 2040 1,845,000 4.000 2030 1,300,000 5.000 2041 1,845,000 4.000 2031 1,875,000 5.000 2042 1,845,000 4.000 2032 1,875,000 5.000 2043 1,845,000 4.000 2033 1,875,000 5.000 2044 1,845,000 4.000 2034 1,870,000 5.000 2045 1,845,000 4.125 2035 1,870,000 5.000 2050 7,375,000 4.375 2036 1,845,000 5.000 Further Voted: that the Bonds maturing on August 1, 2050 (a "Term Bond") shall be subject to mandatory redemption or mature as follows: Term Bond due August 1, 2050 Year Amount 2046 $1,475,000 2047 1,475,000 2048 1,475,000 2049 1,475,000 2050* 1,475,000 *Final Maturity Further Voted: to approve the sale of $8,380,000 3.50 percent General Obligation Bond Anticipation Notes of the Town dated September 26, 2025, and payable September 25, 2026 (the "Notes"), to Truist Securities, Inc., at par and accrued interest, if any, plus a premium of $81,034.60. Further Voted: that in connection with the marketing and sale of the Bonds, the preparation and distribution of a Notice of Sale and Preliminary Official Statement dated September 3, 2025, and a final Official Statement dated September 10, 2025 (the "Bond Official Statement"), each in such form as may be approved by the Town Treasurer, be and hereby are ratified, confirmed, approved and adopted. Further Voted: that in connection with the marketing and sale of the Notes, the preparation and distribution of a Notice of Sale and Preliminary Official Statement dated September 3, 2025, and a final Official Statement dated September 10, 2025, each in such form as may be approved by the Town Treasurer, be and hereby are ratified, confirmed, approved and adopted. Further Voted: that the Bonds shall be subject to redemption, at the option of the Town, upon such terms and conditions as are set forth in the Bond Official Statement. Further Voted: that the Town Treasurer and the Select Board be, and hereby are, authorized to execute and deliver continuing and significant events disclosure undertakings in compliance with SEC Rule 15c2-12 in such forms as may be approved by bond counsel to the Town, which undertakings shall be incorporated by reference in the Bonds and Notes, as applicable, for the benefit of the holders of the Bonds and Notes from time to time. Further Voted: that we authorize and direct the Town Treasurer to establish post issuance federal tax compliance procedures and continuing disclosure procedures in such forms as the Town Treasurer and bond counsel deem sufficient, or if such procedures are currently in place, to review and update said procedures, in order to monitor and maintain the tax-exempt status of the Bonds and Notes and to comply with relevant securities laws. Further Voted: that any certificates or documents relating to the Bonds and the Notes (collectively, the "Documents"), may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document; delivery of an executed counterpart of a signature page to a Document by electronic mail in a ".pdf" file or by other electronic transmission shall be as effective as delivery of a manually executed counterpart signature page to such Document; and electronic signatures on any of the Documents shall be deemed original signatures for the purposes of the Documents and all matters relating thereto, having the same legal effect as original signatures. Further Voted: that each member of the Select Board, the Town Clerk and the Town Treasurer be and hereby are, authorized to take any and all such actions, and execute and deliver such certificates, receipts or other documents as may be determined by them, or any of them, to be necessary or convenient to carry into effect the provisions of the foregoing votes. I further certify that the votes were taken at a meeting open to the public, that no vote was taken by secret ballot, that a notice stating the place, date, time and agenda for the meeting (which agenda included the adoption of the above votes) was filed with the Town Clerk and a copy thereof posted in a manner conspicuously visible to the public at all hours in or on the municipal building that the office of the Town Clerk is located or, if applicable, in accordance with an alternative method of notice prescribed or approved by the Attorney General as set forth in 940 CMR 29.03(2)(b), at least 48 hours, not including Saturdays, Sundays and legal holidays, prior to the time of the meeting and remained so posted at the time of the meeting, that no deliberations or decision in connection with the sale of the Bonds or the Notes were taken in executive session, all in accordance with G.L. c.30A, §§18-25, as amended, seconded by Mr. Keegan, the motion passed unanimously..”

Read it in the official minutes, page 1 (PDF)