# BOARD RESOLUTION OF THE DIRECTORS
## Company and meeting
Company: Severn Vale Foods Limited, company number 09841725, registered office at 3 Mill Wharf, Newport NP20 2FN.
Meeting date: 21 May 2029
Time and place: 10.00 am at the registered office and by video conference
These resolutions are recorded in the minutes of a meeting of the directors of Severn Vale Foods Limited (the Company). They are an illustrative England and Wales corporate record and not a substitute for checking the Company's articles, lending documents, solvency, tax treatment, regulatory permissions or directors' statutory duties.
The directors present were Rachel Miriam Evans, chair; Gareth Owain Price, managing director; and Lewis Andrew Morgan, finance director. The company secretary, Nia Bethan Williams, attended without voting. The articles require two directors for a quorum. Rachel and Gareth were present throughout, so the meeting was quorate. Lewis declared the interest described in clause 3 and did not vote on the connected contract.
## 1. Financial proposal
The directors considered a proposal from Cambrian Commercial Bank plc for a four-year term loan of £480,000 to refinance £280,000 of existing equipment debt and fund £200,000 of a cold-storage expansion. The bank's indicative interest rate is fixed at 6.40 per cent per annum, calculated on the outstanding principal, with sixteen quarterly principal instalments of £30,000, beginning on 30 September 2029 and ending on 30 June 2033. Sixteen instalments of £30,000 equal £480,000. The loan has a £4,800 arrangement fee payable at drawdown and interest is additional to principal.
Security will comprise a first-ranking fixed charge over the refrigeration equipment purchased with the loan and a floating charge over the Company's undertaking, subject to the bank's documents and any required priority arrangements. The Company estimates the equipment value at £620,000, giving an illustrative gross value cushion of £140,000 over the £480,000 principal before depreciation and other liabilities. No director is asked to give a personal guarantee.
The directors reviewed a twelve-month cash-flow forecast. The forecast assumes £1,920,000 sales receipts, £1,356,000 operating payments, £120,000 tax and payroll reserve, £96,000 capital expenditure and £144,000 scheduled debt service, leaving £204,000 forecast net cash movement before opening cash. The figures are internally consistent because £1,920,000 - £1,356,000 - £120,000 - £96,000 - £144,000 = £204,000. The directors believe the Company will be able to pay its debts as they fall due, subject to continued trading and monitoring.
## 2. Resolutions approving borrowing
IT WAS RESOLVED that, subject to final documentation being in a form approved by a director:
1. the Company may borrow up to £480,000 from Cambrian Commercial Bank plc on the principal terms in clause 1; 2. the Company may pay the £4,800 arrangement fee and lawful interest and charges; 3. the Company may apply £280,000 to refinance existing equipment debt and £200,000 to the cold-storage expansion, with any change requiring further board approval; 4. the Company may grant the fixed and floating security described above and execute the debenture, legal charge over the relevant property, facility agreement and ancillary documents; and 5. Rachel and Gareth, each acting alone, are authorised to negotiate immaterial amendments and sign the finance documents for and on behalf of the Company.
No authority is given to borrow more than £480,000, to grant security over property not described in the final security documents, or to use the loan for a distribution to shareholders. Before drawdown, an authorised director must confirm that the final documents do not impose a covenant the Company cannot reasonably comply with and that the board remains satisfied as to solvency.
## 3. Connected-party contract and conflict
Lewis disclosed that his spouse, Carys Morgan, owns 40 per cent of IceRoute Maintenance Limited, company number 07429811, of 19 Harbour Industrial Estate, Cardiff CF10 4BZ. IceRoute has offered a three-year maintenance contract for the cold-storage equipment at £2,400 per month plus VAT, with a one-off commissioning charge of £6,000 plus VAT. The maximum base charges over three years are £86,400 (£2,400 x 36) plus £6,000, totalling £92,400 before VAT and approved variations.
The board considered two alternative quotations and concluded that IceRoute's price and response time are commercially competitive. Lewis left the meeting for this item and took no part in the decision. Rachel and Gareth, being the remaining quorate directors, resolved that the Company may enter the IceRoute contract only if the final terms contain a twelve-month termination right for material service failure, insurance of at least £2,000,000, confidentiality, data security and no automatic price increase. The contract must not exceed £92,400 before VAT without further board approval. The minutes must record the nature and extent of Lewis's interest and the fact of his abstention.
## 4. Customer supply contract
The board approved the Company entering a two-year supply agreement with North Coast Retail Group Limited for chilled prepared meals. The expected minimum order is 12,000 units per month at £4.20 per unit, producing £50,400 monthly revenue and £1,209,600 over 24 months if every minimum is ordered. The price is exclusive of VAT and may be increased by up to 3 per cent on 1 June 2030 only for documented ingredient-cost increases. The Company must maintain product liability insurance, comply with food-safety law, meet a 98 per cent on-time delivery target and provide a 1 per cent credit for late units, capped at 3 per cent of the relevant monthly invoice.
The board considers this contract within the Company's corporate capacity and in its commercial interests. Gareth is authorised to sign it after confirming the customer's credit checks, allergen schedule, delivery specification and payment terms requiring payment 30 days after a valid invoice. No director may promise a volume above the stated minimum without a further written variation.
## 5. Delegation, monitoring and records
Rachel is authorised to certify the board's approval to the bank and any counterparty. Nia must enter these resolutions in the minute book, retain the forecasts, quotations and conflict disclosure, and circulate a certified copy to the bank if requested. Gareth must report quarterly on loan balance, covenant compliance, cash forecasts, equipment insurance and the North Coast contract. The board will review the first report by 31 August 2029.
The Company must register any registrable charge at Companies House within the statutory period, maintain the charged equipment, keep insurance in place, comply with information and financial covenants, and notify the bank of any required event. A director signing under this resolution must not represent that a filing or consent has been completed unless it has actually been completed.
## 6. General authority
Any director is authorised to sign notices, certificates, board minutes and implementation documents that are ancillary to these resolutions. The authority ends on 30 June 2029 unless extended by the board, but actions properly taken before expiry remain valid. These resolutions do not authorise a breach of the Companies Act 2006, the Company's articles, food-safety legislation, data-protection law, the Financial Conduct Authority perimeter, or any bank covenant.
## 7. Governing law and approval
These resolutions and their interpretation are governed by the law of England and Wales. The directors approved the resolutions above unanimously except that Lewis did not vote on clause 3. Rachel and Gareth signed the minutes as confirmation of the proceedings, and Lewis signed the conflict acknowledgment.
## Signatures
Chair: Rachel Miriam Evans
Signature: __________________________
Date: 21 May 2029
Managing Director: Gareth Owain Price
Signature: __________________________
Date: 21 May 2029
Finance Director — conflict acknowledgment: Lewis Andrew Morgan
I confirm that I disclosed the interest described in clause 3, withdrew for that item, and did not vote on it.
Signature: __________________________
Date: 21 May 2029
Company secretary certification: Nia Bethan Williams
Signature: __________________________
Date: 21 May 2029