One Warrington Gardens (Freehold) Limited

Minutes of a meeting of the board of directors of One Warrington Gardens (Freehold) Limited (the Company) held at [Insert address] on [Insert date] at [Insert time]

Present:	[Insert names of directors attending meeting]

In attendance:	[Insert names of non-directors attending meeting e.g. the company secretary or third parties]

Apologies:	[Insert names of directors who are not attending meeting]

Chairperson

[Insert name of chairperson] was appointed chairperson of the meeting and chaired the meeting throughout.

Notice and quorum

The chairperson reported that due notice of the meeting had been given and that a quorum was present. Accordingly, the chairperson declared the meeting open.

Interests in proposed transactions and/or arrangements with the Company

[The following directors OR Each director present] declared the nature and extent of their interest in the proposed transaction [and other arrangements] to be considered at the meeting in accordance with the requirements of section 177 of the Companies Act 2006 and the Company’s articles of association, as follows:

AND/OR

[[NAMES] OR Each director present] confirmed that they had no direct or indirect interest in any way in the proposed transaction [and other arrangements] to be considered at the meeting which they were required by section 177 of the Companies Act 2006 and the Company’s articles of association to disclose].

It was noted that, pursuant to article 18 of the Company's articles of association, a director may vote in relation to any proposed transaction or arrangement in which they are interested.

[Minutes of the meeting held on [Insert date]

IT WAS RESOLVED that the minutes of the board meeting held on [Insert date], a draft of which had been produced to the meeting, be approved without amendment, and that the chairperson be authorised to sign them.]

Business of the meeting

The chairperson reported that the business of the meeting was to consider and, if thought fit, approve [Describe the transaction/business to be transacted] (Transaction).

Documents produced to the meeting

The following documents were produced to the meeting:

[List any documents presented to the meeting.]

Resolutions

Following consideration, including consideration of the matters referred to in section 172(1) of the Companies Act 2006, IT WAS RESOLVED that the Transaction would promote the success of the Company for the benefit of its members as a whole, and IT WAS RESOLVED to:

approve [the documents produced to the meeting OR LIST DOCUMENTS (the Documents)] and authorise any director and, in the case of any document requiring execution as a deed, any two directors or any one director and the Company Secretary or any director in the presence of a witness who attests their signature to execute the Documents on behalf of the Company and any other document required to be executed by the Company in connection with the Transaction subject to such amendments as those executing the same on behalf of the Company think fit; and

authorise any one or more directors of the Company to do all such acts and things and agree and execute on behalf of the Company all such other documents to which the Company is a party and all other documents as may be required in order to implement the Transaction and generally to sign all such certificates and notices and other documents as may be required in connection with the Transaction and the related funding arrangements, subject in each case to such amendments as those executing the same on behalf of the Company think fit.

[Filing

The chairperson instructed the Company Secretary to make all necessary and appropriate entries in the books and registers of the Company and to arrange for the necessary forms and documents to be filed at Companies House.]

Close

There was no further business and the chairperson declared the meeting closed.

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Chairperson

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Date

2

Cury, Flavio [RISK]

2019-04-01