CGD Europe UK Company Number 8871642 12th floor, Portland House, London, SW1E 5RS 1st Board Meeting: 26 February 2014, 9.30am Resolutions At this board meeting, at the aforementioned time and place, the following five resolutions were passed. 1. Election of Chair Resolution 1: That Mr Stephen Brooker be appointed temporarily as Chair of the Board. The Chairman, Stephen Brooker, noted that all the trustees had agreed to all five resolutions by email; Mr Brooker and Ms Fiennes being present in person. 2. Board Secretary Resolution 2: That Jenny Kendra be appointed Secretary to the Board until further notice. 3. Bank account Resolution 3: That the Director for Europe (Owen Barder), supported as necessary by members of the Board, takes all necessary steps to open a bank account for CGD Europe, at a convenient UK bank, subject to: a. The authorised signatories for the CGD Europe bank account shall be Owen Barder, Alex Cobham, Stephen Brooker, and Caroline Fiennes. Further signatories may only be added with the approval of the Board. b. For cheques and other payments below £7,500 the approval of one authorised signatory shall be required. For amounts of £7,500 or above, the approval of two authorised signatories shall be required, one of whom must be a member of the Board. c. No authorised signatory may sign a cheque or approve a payment in favour of themselves or a related person or party. d. Repeated automatic payments for payroll, rent, utilities and other services, which can be paid by Direct Debit or Standing Order, should each be authorised when the facility is agreed but do not need to be separately authorised for each payment. The approval of one authorised signatory is required to establish regular payments up to £7,500 per month; the approval of two authorised signatories (one of whom must be a member of the Board) is required to establish regular payments of £7,500 a month or more. Once a regular payment has been approved, the amount of the payment may subsequently be varied with the approval of one authorised signatory for increases of up to £7,500 per month, and two authorised signatories (one of whom must be a member of the Board) for increases larger than this. e. The Director for Europe may apply for debit and credit cards for CGD Europe, and make use of other banking facilities (such as online banking). He shall set appropriate limits and procedures for their use, which shall be subject to the agreement of the Chief Financial Officer of CGD (Ellen Mackenzie). 4. Next meeting Resolution 4: The Board Secretary is invited to organise a meeting of the Board no later than the end of April 2014. 5. Accounting Reference Date Resolution 5: That the accounting reference date be changed to 31 December, such that the first accounts of the Charity shall be made up to 31 December 2014, and Owen Barder be instructed to file Form AA01 at Companies House.