CHAT NOIR CO. INC.

Doing business under the name/s and style/s of Bleeding Heart Rum
Unit 3 G/F #134 Legaspi Parkview Condominium
Carlos Palanca St., cor. Legaspi St., Makati City
Minutes of the Special Meeting of the Shareholders
[Date], [Time] (PHT)
(The meeting can be held via Video Teleconference)

 
 
The Shareholders of CHAT NOIR CO. INC., INC. (the “Corporation”) held a special meeting on [date] at
[time], Unit 3 G/F #134 Legaspi Parkview Condominium, Carlos Palanca St., cor. Legaspi St., Makati City
[and/or via remote communications]. 
 
The following Shareholders were present: 

Kanlaon Limited
Represented by: [insert name]
Stephen J. Carroll
Andrew Garcia
Georgina D. Garcia
Alberto Dalmacion
Joanna G. Llamas-Garcia
 
 
I. PROCEDURAL MATTERS

a. Call to Order and Determination of Quorum 

 
[·] acted as Chairman of the meeting. The Chairman called the meeting to order and presided over the
same. [●] acted as secretary and recorded the minutes of the meeting. 
 
The Secretary noted that the Shareholders representing at least a majority of the outstanding capital
stock of the Corporation were present in person or by proxy, and confirmed that there was a quorum for
the meeting. 
 
b. Approval of the Agenda 
 
The Chairman presented the Agenda for the meeting for the approval of the Shareholders. Upon motion
made and duly seconded, the following resolution was approved: 
  
RESOLVED, that the Agenda for the Special Meeting of Shareholders, as presented, be
hereby approved. 

II. RATIFICATION OF DIRECTORS’ AND OFFICERS’ ACTS

 The Chairman reported to the Shareholders all resolutions passed by the Board of Directors and all acts
of the officers since 17 November 2023. The Shareholders agreed that the resolutions and actions were
necessary and proper, thus, upon motion made and seconded, it was:

RESOLVED, that the resolutions and acts of the Board of Directors and officers of the
Corporation adopted and taken since 17 November 2023, be, as they are hereby,
confirmed and ratified.
 
III. OTHER MATTERS 
 
There were no other matters raised. 
 
IV. ADJOURNMENT  
 
There being no other business to be discussed, the meeting was thereupon adjourned. 
 
[Signature page follows]

 
 Prepared by: 
 
 
 
JOANNA G. LLAMAS-GARCIA
Secretary of the Meeting 
 
 
Attested by: 
 
 
[STEPHEN J. CARROLL
Chairman of the Meeting      
  
CHAT NOIR CO. INC.
 Doing business under the name/s and style/s of Bleeding Heart Rum

WAIVER OF NOTICE OF 

THE SPECIAL MEETING OF THE SHAREHOLDERS 
  
  
We, Shareholders of CHAT NOIR CO. INC., doing business under the name/s and style/s of Bleeding
Heart Rum, a corporation duly organized and existing under the laws of the Philippines, do hereby waive
the requisite notice of meeting and consent to the holding of the Special Meeting of the Shareholders on
[date] at [time], at Unit 3 G/F #134 Legaspi Parkview Condominium Carlos Palanca St., cor. Legaspi St.,
Makati City [and/or via remote communications].  
  
  

KANLAON LIMITED
Represented by: [*]

STEPHEN J. CARROLL ANDREW GARCIA

GEORGINA D. GARCIA ALBERTO DALMACION

JOANNA G. LLAMAS-GARCIA