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BOARD RESOLUTION OF [YOUR COMPANY NAME]
APPROVING DECLARATION OF FINAL DIVIDEND



APPROVING DECLARATION OF FINAL DIVIDEND


WHEREAS there exists an agreement between the Corporation and the Government of [COUNTRY] to limit any total dividend of the Corporation in a fiscal year to no more than [PERCENTAGE %] of after-tax profits;

WHEREAS this agreement on dividend policy was necessary in order to maintain continuing federal government grants and to remain eligible for future grants;

WHEREAS the only general legal limitation on the declaration of a dividend by a federal corporation is contained in the [SPECIFY COUNTRY BUSINESS ACT/LAW/RULE], the federal statute governing the corporation the [ACT/LAW/RULE] provides that a corporation cannot declare or pay a dividend if there are reasonable grounds for believing that (a) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the corporations assets would thereby be less than the aggregate of its liabilities and stated capital of all classes of shares;

WHEREAS the [SPECIFY COUNTRY BUSINESS ACT/LAW/RULE] provides that directors of a corporation who vote for a resolution authorizing the payment of a dividend contrary to the said solvency provisions are jointly and severally liable to restore to the corporation any amounts paid by the corporation and not otherwise recovered;

WHEREAS under the [SPECIFY COUNTRY BUSINESS ACT/LAW/RULE], directors are not liable where they rely in good faith upon financial statements of the corporation presented to them by an officer of the corporation or, where they rely on a report of a lawyer, accountant, engineer or other person whose profession lends credibility to a statement made by such professional;

WHEREAS an interim dividend in the amount of [AMOUNT] [COUNTRY] was declared payable on [DATE] relating to after-tax profits for the fiscal year ended [DATE];

WHEREAS it is deemed appropriate to declare and pay a second and final dividend relating to after-tax profits for the fiscal year ended [DATE];

RESOLVED

THAT a second and final dividend of [AMOUNT] [COUNTRY], relating to after-tax profits for the fiscal year ended [DATE], be, and it is hereby, declared payable on [DATE] on the outstanding shares of the Corporation to the sole shareholder of record on that date.

RENEWAL OF LOAN TO SOLE SHAREHOLDER

WHEREAS pursuant to [SPECIFY] of the [COUNTRY] Business [ACT/LAW/RULE], a corporation may give financial assistance by means of a loan, guarantee or otherwise to a holding body corporate if the corporation is a wholly-owned subsidiary of the holding body corporate;

WHEREAS the Corporation is a wholly-owned subsidiary of [COMPANY NAME] ([COMPANY NAME]), its holding body corporate;

WHEREAS by resolution signed by all the directors dated [DATE], the Corporation was authorized to and did lend to [COMPANY NAME] the principal amount of [AMOUNT] [COUNTRY] for a term of [NUMBER] months with interest payable at maturity at the annual rate of [PERCENTAGE %], which loan was secured by a promissory note;

WHEREAS the term of the said loan expires on [DATE] and it is in the best interests of the Corporation to renew the said loan;

RESOLVED

THAT, effective as of [DATE], the Corporation be and it is hereby authorized to renew the loan to [COMPANY NAME] in the principal amount of [AMOUNT], coming due on [DATE], with interest thereon payable at maturity at the annual rate of [PERCENTAGE %] (the Loan Renewal);

THAT the Corporation be and it is hereby authorized to enter into an instrument with [COMPANY NAME] evidencing the Loan Renewal in the form submitted to the directors for approval (the Instrument), a copy of which is annexed hereto;

THAT [INDIVIDUAL NAME], [SPECIFY POSITION/TITLE], be, and he is hereby, authorized to sign the Instrument substantially in the form approved by the directors for and on behalf and in the name of the Corporation and to execute and deliver all such other deeds, documents and writings and to perform and do all such other acts and things as they, in their discretion, may consider to be necessary or useful for the purpose of giving effect to this resolution.




                      
INDIVIDUAL NAME        INDIVIDUAL NAME  
                  


                      
INDIVIDUAL NAME        INDIVIDUAL NAME  
                  


                      
INDIVIDUAL NAME        INDIVIDUAL NAME  
                  


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