Company number: [insert number] The companies act 2006 Private company limited by SHARES Written resolution[s] OF [insert company name] Limited (the Company) Circulated on [insert circulation date] Pursuant to Chapter 2 of Part 13 of the Companies Act 2006, the directors of the Company propose that [the following resolution[s] be passed as [ [an OR a ] ] [ordinary OR special] resolution[s]: OR resolution[s] [insert number(s)] below be passed as [an] ordinary resolution[s] and that resolution[s] [insert number(s)] below be passed as [a] special resolution[s]:] [ Ordinary resolution[S] ] [[insert text of

Company number: [insert number] The companies act 2006 Private company limited by SHARES Written resolution[s] OF [insert company name] Limited (the Company) Circulated on [insert circulation date] Pursuant to Chapter 2 of Part 13 of the Companies Act 2006, the director[s] of the Company propose[s] that [the following resolution[s] be passed as [an OR a] [ordinary OR special] resolution[s]: OR resolutions [insert number(s)] below be passed as [an] ordinary resolution[s] and that resolution[s] [insert number(s)] below be passed as a special resolution[s]:] [ Ordinary resolution[S] ] [insert

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The Companies Act 2006 (CA 2006) prescribes that a private company limited by shares can pass resolutions: • at a general meeting of its shareholders, or • as written resolutions in accordance with the procedure prescribed in the CA 2006 Any provisions in a company’s articles of association attempting to prevent a resolution being passed as a written resolution is void. The CA 2006 has preserved the common law principle of unanimous consent, which means that a company’s shareholders could take a decision without having to comply with the relevant statutory procedures to pass a resolution. However, it is preferable to pass resolutions in accordance with the statutory procedures because otherwise: • there is a risk that an informal decision by unanimous consent will not have the status of a resolution, and therefore may not be sufficient where statute requires a resolution to be passed, and • it may be difficult to show afterwards that the shareholders were sufficiently informed about the proposal, and that their approval was sufficiently precise and given at the right time Limitations

Written resolutions can only be made by private companies and are governed by the Companies Act 2006. A written resolution is passed when the required majority of eligible members have signified their agreement to it, which is a simple majority for ordinary resolutions and not less than 75% of the total voting rights of eligible members for special resolutions.

Company number: [insert number] The companies act 2006 Private company limited by SHARES Written resolution[s] OF [insert company name] Limited (the Company) Circulated on [insert circulation date] Pursuant to Chapter 2 of Part 13 of the Companies Act 2006, the directors of the Company propose that the following resolutions be passed as ordinary resolutions: ORDINARY RESOLUTIONS 1 [ that the terms of, and transactions contemplated by, a guarantee of all present and future obligations now or in the future owing to [insert name of beneficiary] by [insert name of borrower] (the Guarantee) be approved. OR that the directors of the Company be authorised to execute and deliver a guarantee of all present and future obligations now or in the future owing to [insert name of beneficiary] by [insert

Written resolution[s] OF [insert name] (the Partnership) Circulated on [insert circulation date] In accordance with clause [insert value] of the partnership agreement dated [insert date] regulating the affairs of the Partnership, it is proposed that the following resolution[s] be passed as [a written OR written] resolution[s]: [insert text of resolution(s)] Please read the explanatory notes at the end of this document before signifying your agreement to the resolution[s]. We, the undersigned, were, at the time

To: The Directors [insert company name] [insert company address] Dear [Directors OR Secretary] [[insert company name]] [ Limited OR PLC ] (the Company) [At the request of the directors,] I hereby propose that the following resolution[s] [is OR are] passed [unanimously OR by a majority of the directors] as written resolution[s] of the directors in accordance with article[s] [insert number[s]] of the Company's articles of association: That: 1 [each of] the following document[s] ([together,] the Document[s]), [a] [final] draft[s] of which [have OR has] been produced to us, be approved:

[[Insert company name]] Limited (the Company) [Insert company address] [Insert date] I, as sole director of the Company, hereby [propose and] pass without reservation the following written resolution[s]

Company number: [insert number] The companies act 2006 Private company limited by SHARES Written resolutions OF [insert company name] Limited (the Company) Circulated on [insert circulation date] Pursuant to Chapter 2 of Part 13 of the Companies Act 2006 (CA 2006), the directors of the Company propose that Resolution 1 [and] [[insert number(s) of any additional proposed ordinary resolutions]] below be passed as [an] ordinary resolution[s] and that Resolutions 2 [ [and OR ,] 3 [insert number(s) of any additional proposed special resolutions]] below be passed as [a] special resolution[s]. ordinary resolution[S] 1 THAT subject to and conditional on the passage of Resolution 2, the directors are generally and unconditionally authorised, for the purpose of section 551 of the Companies Act 2006 and generally, to exercise all and any powers of the Company to allot shares and to grant rights to subscribe for, or to convert any security into, shares in the Company to any person, at any time and subject to any terms and conditions as the directors think proper, up to an aggregate nominal amount of £[insert maximum nominal amount] comprising: 1.1 up to an aggregate

Company number: [insert number] The companies act 2006 Private company limited by SHARES Written resolutions OF [insert company name] Limited (the Company) Circulated on [insert circulation date] Pursuant to Chapter 2 of Part 13 of the Companies Act 2006 (CA 2006), the directors of the Company propose that Resolution 1 [and ] [[insert number(s) of any additional proposed ordinary resolutions] ]below be passed as [an ]ordinary resolution[s] and that Resolutions 2[ [ and OR ,] 3 [insert number(s) of any additional proposed special resolutions] ]below be passed as [a ]special resolution[s]. ordinary resolution[S] 1 THAT subject to and conditional on the passage of Resolution 2, the directors are generally and unconditionally authorised, for the purpose of section 551 of the Companies Act 2006 and generally, to exercise all and any powers of the Company to allot shares and to grant rights to subscribe for, or to convert any security into, shares in the Company to any person, at any time and subject to any terms and conditions as the directors think proper, up to an aggregate nominal amount of £[insert maximum nominal amount] comprising: 1.1 up to an aggregate nominal amount of £[insert maximum nominal amount] of [insert class

registration number: [insert number] Written resolution[s] OF [insert name] LLP (the LLP) acting in its capacity as the general partner of [insert name of limited partnership] L.p. Circulated on [insert circulation date] In accordance with clause [insert clause number] of the limited liability partnership agreement dated [insert date] regulating the affairs of the LLP, it is proposed that the following resolution[s] be passed as [a written OR written] resolutions: [insert text of resolution(s)] Please read the explanatory notes at the end of this document before signifying your agreement