MINUTES OF A MEETING OF THE DIRECTORS

1. NOTICE AND ATTENDANCE

The Chairperson confirmed that all directors had been properly notified of the meeting and that the required number of directors was present. The meeting was declared open and duly convened.

2. DECLARATION OF INTEREST

Pursuant to section 177 of the Companies Act 2006, each director present declared their interests regarding the application for allotment of shares. [Directors either declared all relevant interests or confirmed that they had no direct or indirect interests in the matter.] It was noted that all directors, having made the necessary disclosures, were permitted to consider and vote on the application as per the Company’s articles of association.

3. PROPOSED ALLOTMENT OF SHARES

The following application for shares in the Company was presented:

The cash consideration of [£0.00] for the shares had been received.

Waiver of Pre-Emption Rights

To facilitate the allotment, it was proposed and resolved that the shareholders waive their pre-emption rights as follows:

“That the provisions of Section 561 of the Companies Act 2006 shall not apply to the issue of up to [0] Ordinary [£0.00] shares in the capital of the Company, provided such allotment takes place [by Date] OR [within [five] years of the date of this resolution].”

Allotment of Shares

It was resolved that the Company issue [Number] Ordinary [ENTER AMOUNT] shares, each being issued as [ENTER AMOUNT] paid and [ENTER AMOUNT] unpaid. A share certificate would be issued upon receipt of the application and consideration.

The board resolved to file Form SH01 with Companies House within one month and to update the register of members accordingly.

4. RESOLUTIONS

After careful consideration, the following resolutions were unanimously passed:

• To approve the waiver of pre-emption rights as detailed above.
• To approve the allotment of shares as specified.
• To present both resolutions for approval by all shareholders.

The board confirmed compliance with section 172 of the Companies Act 2006 and reaffirmed their commitment to promoting the success of the Company for the benefit of all members.

5. MEETING CLOSURE

There being no further business to address, the Chairperson declared the meeting closed.