# SHAREHOLDERS' WRITTEN RESOLUTION
## Company, date and status
Company: Alderwick Components Limited, company number 12960418, registered office at 14 Foundry Lane, Birmingham B6 5QH.
Date of resolution: 12 March 2029
This written resolution is made under the Companies Act 2006 and the articles of association of Alderwick Components Limited (the Company). It is an illustrative worked example for a private company limited by shares in England and Wales. It is not legal, tax, accounting, investment or financial-services advice. The directors must confirm that the resolution is permitted by the Company's articles and must make every filing and disclosure required by law.
The registered shareholders are Harriet Louise Cole of 22 Maple Road, Solihull B91 2QJ, holding 30,000 ordinary shares; Imran Yusuf Khan of 9 St Paul's Crescent, Birmingham B15 3TR, holding 20,000 ordinary shares; and Naomi Grace Fletcher of 6 Kingsley Drive, Sutton Coldfield B74 4LA, holding 10,000 ordinary shares. There are 60,000 issued ordinary shares in total, each carrying one vote. The shares are fully paid. Harriet, Imran and Naomi sign this resolution as shareholders entitled to vote.
## 1. Background and purpose
The Company manufactures precision brackets for renewable-energy equipment. The directors have presented a written business case dated 5 March 2029 for a new automated finishing cell at the Company's Birmingham factory. The approved capital budget is £360,000, comprising £240,000 for the cell and robotic arm, £54,000 for installation and commissioning, £36,000 for staff training and validation, and £30,000 contingency. The four amounts total £360,000. The investment is expected to be funded from £210,000 of retained cash and a £150,000 overdraft facility from Calder Bank plc, subject to the bank's final documents.
The proposed equipment supplier is ForgeBright Automation Limited, company number 08177216, of 2 Meridian Park, Coventry CV3 4LF. Imran is a non-executive director of ForgeBright and will receive no commission from the Company or ForgeBright. The shareholders wish to approve the transaction transparently, without treating this resolution as a waiver of any statutory duty or conflict disclosure.
## 2. Ordinary resolution: investment and contract
The shareholders approve, as an ordinary resolution, the Company's entry into a supply and installation contract with ForgeBright on the following principal terms:
- contract price: £294,000 exclusive of VAT, made up of £240,000 equipment, £36,000 installation and commissioning, and £18,000 training and validation;
- payment: 20 per cent deposit of £58,800 on signing, 50 per cent progress payment of £147,000 on delivery, and 30 per cent final payment of £88,200 after acceptance testing; £58,800 + £147,000 + £88,200 = £294,000;
- delivery by 30 June 2029, installation during July 2029, and acceptance testing by 16 August 2029;
- a £1,500 daily delay credit, capped at £15,000, for supplier delay not caused by the Company; and
- a twelve-month defects warranty beginning on acceptance.
The directors may negotiate immaterial changes that do not increase the contract price above £294,000 excluding VAT or materially reduce the Company's warranty or delay protection. Any increase above that amount requires a further approval. The Company must not pay Imran or any connected person a fee, dividend, loan or other benefit merely because this approval is passed.
## 3. Ordinary resolution: borrowing and use of funds
The shareholders approve the directors arranging an overdraft facility of up to £150,000 with Calder Bank plc to fund the investment and working-capital timing. The facility is expected to carry interest at 7.25 per cent per annum above the Bank of England base rate, calculated daily on the drawn amount, with a £1,200 arrangement fee. The approval does not authorise borrowing above £150,000, a personal guarantee by a shareholder, or security over a director's personal assets. The directors must review the Company's solvency before drawing funds and must comply with the facility documents.
The remaining £66,000 of the capital budget comprises £18,000 of uncommitted installation budget, an £18,000 training and validation reserve, and £30,000 of contingency for unexpected installation costs. Any unused amount remains Company cash. The approved funding sources therefore total £210,000 retained cash plus £150,000 facility, or £360,000 in aggregate.
## 4. Ordinary resolution: allotment authority
Subject to the Companies Act 2006, the articles and any applicable pre-emption rights, the shareholders authorise the directors to allot 6,000 new ordinary shares of £1 nominal value each for cash at £12 per share, raising £72,000 gross. The allotment must be made by 31 May 2029 and only to the existing shareholders in proportion to their holdings unless each shareholder gives a written waiver or the directors obtain another valid authority.
The pro rata entitlement is Harriet 3,000 shares, Imran 2,000 shares and Naomi 1,000 shares, because their holdings are 50 per cent, 33 1/3 per cent and 16 2/3 per cent respectively. If all three subscribe, each pays £36,000, £24,000 and £12,000 respectively; those payments total £72,000. After allotment there will be 66,000 issued ordinary shares and the proportions remain 50 per cent, 33 1/3 per cent and 16 2/3 per cent. Each subscription must be received in cleared funds before the relevant shares are entered in the register. The directors must file the allotment return and update the statutory registers within the required periods.
## 5. Special resolution: disapplication of pre-emption
To the extent required for the allotment in clause 4, the shareholders resolve as a special resolution to disapply statutory pre-emption rights for the 6,000 shares, but only for the pro rata offer described above and only until 31 May 2029. This resolution does not authorise an issue to a new investor, an issue below £12 per share, or an issue that would exceed 6,000 shares. The directors must record any waiver and must not rely on this limited disapplication for another transaction.
## 6. Conflicts and shareholder information
Imran has declared his interest in ForgeBright. He must not vote as a director on any board decision where the articles or law prevent him from doing so, and the board minutes must record his declaration and any abstention. As a shareholder, Imran votes only in his capacity as shareholder and this resolution does not approve any undisclosed benefit. Harriet and Naomi have received the business case, draft contract and bank term sheet and have had a reasonable opportunity to ask questions. The Company must retain those documents with the signed resolution.
## 7. Voting and effect
The shareholders approve the ordinary resolutions in clauses 2, 3 and 4 and the special resolution in clause 5. For the ordinary resolutions, Harriet votes 30,000 in favour, Imran votes 20,000 in favour and Naomi votes 10,000 in favour: 60,000 of 60,000 votes, or 100 per cent, are in favour. For the special resolution, the same 60,000 votes are in favour, being 100 per cent and therefore more than the required 75 per cent threshold. No shareholder votes against or abstains. The resolutions are passed when the last shareholder signs, subject to any statutory condition that must be satisfied first.
## 8. Authority, filings and limitations
The directors are authorised to sign the contract, bank documents and allotment documents, appoint professional advisers and take all actions reasonably necessary to implement these resolutions. They must check VAT, corporation tax, accounting treatment, subsidy-control issues, health and safety, insurance and any machinery-registration requirements. These resolutions do not approve unlawful financial assistance, a distribution out of capital, a transaction at an undervalue, or any act outside the Company's constitution.
The Company must keep this resolution with its records, update the register of members when subscriptions complete, issue share certificates, file the allotment return with Companies House within the statutory deadline, and make any required confirmation-statement or persons-with-significant-control update. If the bank or supplier requires a further board or shareholder approval, the directors must obtain it before signing.
## 9. Governing law and counterparts
This resolution and any non-contractual matter connected with it are governed by the law of England and Wales. It may be signed in counterparts and by electronic signature to the extent permitted by law. A scanned or electronic copy of a signed counterpart may be kept with the Company's statutory records, but the Company must retain the original where a filing or third party requires it.
## Signatures
Signed by Harriet Louise Cole, shareholder:
Signature: __________________________
Date: 12 March 2029
Signed by Imran Yusuf Khan, shareholder:
Signature: __________________________
Date: 12 March 2029
Signed by Naomi Grace Fletcher, shareholder:
Signature: __________________________
Date: 12 March 2029
Certification by the company secretary, Eleanor Mae Whitfield:
I certify that the above resolution was signed by all shareholders entitled to vote and that the vote stated above is accurate as at 12 March 2029.
Signature: __________________________
Date: 12 March 2029