MINUTES OF THE SPECIAL MEETING

OF THE STOCKHOLDERS OF
(COMPANY NAME)
Held on (MM/DD/YYYY)
at (TIME)
(PLACE OF MEETING)

Present: Mr. Chairman of the Board Also Present: Mr. Corporate Secretary
Mr. Board Member 1
Mr. Board Member 2
Mr. Board Member 3

Absent:

PROCEEDINGS OF THE MEETING

I. CALL TO ORDER

The acting Chairman, Mr. Chairman of the Board called the meeting to order
and presided over the same.

The Corporate Secretary, Mr. Corporate Secretary, records the minutes of the
meeting.

II. CERTIFICATION OF QUORUM

The Corporate Secretary certified that a majority of the members of the Board
of Directors were in attendance hence, there was a quorum for the valid transaction
of business by the Board.

III. APPROPRIATION OF RETAINED EARNINGS FOR CASH

DIVIDENDS

The Chairperson of the meeting informed the Board of the proposal to

appropriate cash dividend to the stockholders of the Corporation in the amount of
Php _____________ out of the unrestricted retained earnings of the Corporation
as of (MM/DD/YYYY). Upon motion duly made and seconded, the above was
resolved through below resolutions:

“RESOLVED, AS IT HEREBY RESOLVED, that the Board of

Directors of (COMPANY NAME) (the “Corporation”) authorizes, as it
hereby authorizes, the Corporation to appropriate cash dividends
amounting to (AMOUNT IN WORDS) PESOS (PhP
_____________) from its unrestricted retained earnings for the year
ended December 31, YYYY.”

IV. ADJOURNMENT

There being no further business to transact, the meeting was thereupon

adjourned.
 CERTIFIED TRUE AND CORRECT:

Mr. Chairman of the Board Mr. Board Member 1

Acting Chairman and Director Director

Mr. Board Member 2 Mr. Board Member 3

Director Director

Mr. Corporate Secretary

Corporate Secretary