Purpose

The Chief Finance Officer (CFO)
(Section 151 officer) as Shareholder Representative for Cumbria
County Holdings Ltd (“CCH”) provided shareholder
consent to: -
 
1.1.1      
CCH to approve the Sale of the Cumbria Waste
Management element of the business.
 
1.1.2      
CCH to appoint Mike Giles and Graeme Gunn as new
directors of CCH Board and accept resignations from Roy Dexter, Ian
Wood and Andrew Chant as directors of
CCH.
 
1.1.3      
The reduction of the share capital of CCH with the
reduction reducing CCH’s nominal share capital in issue from
£3,183,100 divided into 3,183,100 Ordinary Shares of
£1.00 each to £3,183.10, comprising 3,183,100 Ordinary
Shares of £0.001 (the “Reduction”) for the
purposes of creating distributable reserves on the balance sheet of
CCH. This will facilitate future dividends to be declared and paid
by CCH, including the distribution to the Councils of the proceeds
of the Sale (and noting that the Reduction has been proposed and
approved by the full board of CCH, including those resigning
directors at 1.1.2 as this transaction will be entered into prior
to completion of the Sale).
 
1.1.4      
The payment of a dividend of £14m (50/50 to
each shareholder) after a retention of £1.1m by CCH for
future investment in Orian Ltd. This
has been determined by the Board of CCH through a formal
shareholder resolution.