# DIRECTORS' WRITTEN RESOLUTION
Date: 24 November 2031
Parties: Fallowmere Engineering Limited, company number 11608427
## 1. Purpose and parties
Fallowmere Engineering Limited, company number 11608427, has its registered office at 7 Foundry Lane, Coventry CV1 2HT. The three directors are Maya Singh, Thomas Reed and Chloe Bennett. Each director received the same written resolution and the supporting facility letter on 20 November 2031, had a reasonable opportunity to ask questions, and approves this resolution by signing it on Monday 24 November 2031.
## 2. Facts, scope and terms
The directors note that Coventry Commercial Bank plc has offered Fallowmere a revolving equipment facility of £120,000 under a facility letter dated 18 November 2031. The facility has a 7.20% annual interest rate on drawn sums, a £600 arrangement fee, a 30 June 2034 maturity date and security limited to the equipment financed. The offer will expire if not accepted by 28 November 2031.
## 3. Process and responsibilities
IT IS RESOLVED THAT Fallowmere accepts the facility on the terms of the facility letter, provided that the final security document does not materially broaden the agreed security. The borrowing is for the purchase of two CNC milling machines costing £86,000 in total and related tooling costing £24,000; the remaining £10,000 may meet installation and commissioning costs. No director may draw more than £120,000 in aggregate without a further board decision.
## 4. Evidence, records and safeguards
IT IS FURTHER RESOLVED THAT Maya Singh is authorised to sign the facility letter and security documents for Fallowmere, and Thomas Reed is authorised to submit drawdown requests and give ordinary administrative notices. Either Maya or Thomas may sign a document alone, but neither may amend the approved commercial terms or grant a personal guarantee. Chloe Bennett is authorised to certify copies and to liaise with the bank.
## 5. Review, escalation and outcome
The directors consider the decision in good faith for the company's success, having reviewed the expected cash flow, the supplier quotations and the security limitation. Maya declares that her sibling works for the machine supplier but has no financial interest in the supplier; she will not approve any supplier payment where that interest creates a conflict and will record the declaration in the next board minutes. The directors confirm that no shareholder approval is required for this borrowing under the articles.
## 6. Reservations and practical protections
This unanimous written decision is made under articles 7 and 8 of Fallowmere's articles, which permit directors to take a decision without a meeting when all eligible directors indicate agreement. It is not a written shareholder resolution under Companies Act 2006 Part 13, and no Companies House filing is required for this ordinary borrowing. The company secretary will retain the signed resolution, facility letter, quotations, conflict declaration and drawdown record with the statutory books.
## 7. England and Wales law and completion
The resolution takes effect when the last director signs on 24 November 2031. Each signature confirms approval of every operative paragraph, authority to sign for that director, and receipt of a counterpart. This completed fictional resolution is governed by England and Wales law; it does not authorise spending outside the facility purpose, override director duties, or prevent the board from reviewing the facility if the bank changes its offer before acceptance. The company secretary will organise the acceptance notice to the bank, review of the security documents and drawdown record, and the directors may adopt a further resolution where necessary. Each counterpart must contain the same text; differing signing order or storage location does not treat the resolution as effective before the last signature date. The company secretary will circulate the executed copies to all three directors after completion.