Proteko Ltd

No.2 [●]
(the “Company”)
Minutes of a Meeting of the Board of Directors of Proteko Ltd held at
Company Headquarters on August 1st at [●] am/pm

Present: [●] (Chairman)

In Attendance: [●]
Apologies: [●]

1. Chairman and Quorum

[Insert name] was appointed chairman of the meeting. The chairman noted that a quorum of
the board of directors was present and declared the meeting open.

2. Declarations of Interest
2.1 Each director present [declared the nature and extent of his interest in the business to be
transacted at the meeting.]
Or
[declared the nature and extent of his [direct]/[indirect] interest [as a [director of [●]/
[shareholder in [●]] in the [proposed [transaction]/[arrangement] between [●] and the
Company under consideration at the meeting], in accordance with the requirements of
section 177 of the Companies Act 2006 and the Company’s articles of association.]
2.2 [[Named director] [declared the nature and extent of his [direct]/[indirect] interest in the
existing [transaction]/[arrangement] between [●] and the Company previously entered into on
[●]], in accordance with the requirements of section 182 of the Companies Act 2006].
2.3 [It was noted that, pursuant to article [●] of the Company’s articles of association, a director
may vote and form part of the quorum in relation to any matter in which he is directly or
indirectly interested.]

3. Documents Produced to the Meeting

There was produced to the meeting drafts of the following documents:
(a) Renegotiated Facilities Agreement with Bank Skoto
(b) Interest rates and maturity dates elements of the Facilties Agreement
(c) Initial Public Offer (IPO) draft
The documents set out in paragraph[s] Error: Reference source not found to (c) above shall
be together referred to as the “Documents”, and the Document[s] listed at [specify each
document to which the Company is a party] shall be together referred to as the “Transaction
Documents”.
4. Purpose of Meeting
The chairman reported that:
(a) Renegotiated facilities agreement with Bank Skoto as part of the overall efforts of
Proteko to conduct an initial public offer (IPO) through listing on the London Stock
Exchange (or LSE); and
(b) The facilities agreement with Bank Skoto prior to the proposed IPO, were entered on
1st of August 2017 and provided for £ 800 million term loan facility and a £ 200
million revolving credit facility. The Senior Facilities are subject to a 1.00% floor in
the case of the term loan and a 0% floor in the case of loans under the revolving
credit facility.
(c) As of 31st December 2018, the outstanding amount under the term loan facility was
£500 million and the revolving credit facility had not been drawn.
(d) On the wake of the new IPO, key elements of the facilities agreement such as 1)
interest rates and 2) maturity dates are open to renegotiating.
(e) Permission is requested to amend the Facilities Agreement.
(f) the purpose of the meeting is to approve the entry by the Company into the
Transaction Documents and the transactions outlined above.

5. Resolutions
5.1 The directors considered whether the proposed execution and performance of the Transaction
Documents by Proteko Ltd was in the commercial interests of the Company and constituted a
proper exercise of the directors’ powers. The directors noted that:
(a) they are required to act in the way they consider, in good faith, would be most likely
to promote the success of the Company for the benefit of the members as a whole;
(b) the entry into the Transaction Documents would not cause any limit on the
Company’s powers to [borrow money, give guarantees or create security] to be
exceeded; and
(c) Proteko Ltd will be a member of the Group as a result of the Transaction and would,
therefore, be able to benefit from the investment and funding to be provided pursuant
to the Transaction Documents.]
5.2 Having carefully considered each of the Transaction Documents, it was RESOLVED THAT:
(a) the terms of and the transactions contemplated in the Transaction Documents are in
the commercial interests of the Company and would constitute a proper exercise of
the directors’ powers and be and are hereby approved;
(b) the entry by the Company into the Transaction Documents is, in the good faith
judgment of the directors of the Company for the commercial benefit of the Company
and most likely to promote the success of the Company for the benefit of the
members as a whole;
(c) any director (and/or secretary) of the Company be and is hereby authorised to execute
and deliver any Transaction Document by or on behalf of the Company; and
(d) any director (and/or secretary) of the Company be and is hereby authorised on behalf
of the Company to make any amendments to any Transaction Document as may be
agreed by such person (such agreement to be conclusively evidenced by such person
 executing such Transaction Document as amended or by initialling such
amendments) and to sign and give, on behalf of the Company, all notices,
instructions, certificates and other documents (including any power of attorney)
incidental or ancillary to any Transaction Document, and generally to do all such acts
on behalf of the Company as he may consider expedient in connection with the
execution or performance by the Company of the Transaction Documents. Any
documentation produced to the meeting and all other documents which the above
mentioned persons are hereby authorised to execute may be executed under seal or as
a deed and accordingly, a director and any other director or the secretary of the
Company is authorised to affix the seal of the Company to any such document and to
witness the same and/or to execute such a document as a deed.

6. Filing
The [Company secretary] was instructed 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 with the Registrar of Companies.]

7. Close
There being no further business the chairman declared the meeting closed.

________________________
Chairman