Minutes of a General Meeting to approve the purchase of a company from a seller. Proxy and Poll language for listed company.
It was resolved that:
(a) the Acquisition contemplated therein be and are hereby approved by the Company and are in its long term commercial benefit, best interest and for the purpose of its business;
(b) each of the documents referred to above be and are hereby approved, subject to such amendments and modifications as any Director in his absolute discretion may think fit;
(c) any Director be and is hereby authorised on behalf of the Company to sign the Sale and Purchase Agreement, the Disclosure Letter and other documents;
(d) any two Directors or any Director and the Secretary be and are hereby authorised on behalf of the Company to execute the documents, including any documents which need to be executed as a deed above;
(e) any Director be and is hereby authorised on behalf of the Company to sign any documents and to do all other acts or things as may be necessary to give effect to the Acquisition or which might otherwise be desirable in connection therewith (save that any two Directors or any Director and the Secretary be and are hereby authorised on behalf of the Company to execute any such document required to be executed as a deed); and
(f) any action taken by any Director and any other officer of the Company prior to the adoption of these resolutions which is within the authority conferred by the foregoing resolutions is hereby ratified, approved and confirmed.
It notes down the specifics of the meeting (date, time and place), the people who are present (chairperson, director(s)), the people who are in attendance (secretary, attendee(s)), the absentees and whether a quorum was met. It states that due notice of the meeting had been given to all Directors accordingly, and directors who gave notice of a conflict of interest abstained from voting.