Director Change Notice Template

DIRECTOR CHANGE NOTICE

This Director Change Notice (the "Notice") is made effective as of by and between Company Name: , Company Registration Number: , Registered Office: (the "Company"), and Incoming Director Name: , Residential Address: (the "Incoming Director").

RECITALS

WHEREAS, the Board of Directors of the Company has reviewed and duly considered changes to the composition of the board;

WHEREAS, Director Resignation: Director Name: has tendered a resignation effective on , which resignation the Board has accepted in accordance with the Company's articles and applicable law;

WHEREAS, Appointment: the Board has resolved to appoint the Incoming Director named above to fill the vacancy on the Board, subject to the Incoming Director's consent and the filing of any required notices or forms with the appropriate authorities;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. APPOINTMENT

1.1 Appointment. The Company hereby appoints the Incoming Director to serve as a director of the Company, and the Incoming Director hereby accepts appointment, such appointment to be effective as of (the "Appointment Effective Date").

2. DIRECTOR PARTICULARS

Full legal name

Date of birth

Nationality

Service address

Usual occupation

Director is a corporate entity (if checked, provide registered office and corporate ID in the service address field)

3. CONSENT AND DECLARATIONS

3.1 Consent to Act. By signing this Notice, the Incoming Director confirms that they consent to act as a director of the Company and that they are not disqualified from acting as a director under applicable law.

3.2 Declarations. The Incoming Director represents and warrants that to the best of their knowledge: (a) all information provided in this Notice is true, complete and accurate; (b) there are no bankruptcy proceedings or criminal indictments pending against them that would render them ineligible to serve; and (c) they will promptly notify the Company in writing of any change to the information provided herein.

Incoming Director has read and agrees to the obligations of directors under the Company's constitution and applicable law

4. BOARD RESOLUTION

4.1 The Board of Directors has passed a resolution authorizing the resignation acceptance and appointment referenced in this Notice. Resolution date: .

4.2 A true and complete extract of the relevant resolution is set out below or attached to this Notice.

Resolution extract / notes

5. FILING AND NOTICES

5.1 The Company shall, in accordance with applicable statutory requirements, file all necessary notices, forms and returns with the relevant authorities and update the Company's register of directors to reflect the resignation and appointment described in this Notice.

5.2 Company contact for filings and enquiries: Name: ; Email or phone: .

6. REPRESENTATIONS; WARRANTIES; INDEMNITY

6.1 Each party represents and warrants to the other that it has the capacity and authority to enter into and perform its obligations under this Notice and that the execution and delivery of this Notice has been duly authorized.

6.2 The Incoming Director agrees to indemnify the Company to the extent permitted by law for any liability arising from any wilful misrepresentation by the Incoming Director in respect of the information provided in this Notice.

7. MISCELLANEOUS

7.1 Governing Law. This Notice shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is incorporated.

7.2 Entire Agreement. This Notice contains the entire agreement between the parties with respect to the director change and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter.

7.3 Severability. If any provision of this Notice is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

7.4 Amendments and Waiver. No amendment to this Notice will be effective unless in writing and signed by both parties. No failure or delay by a party in exercising any right under this Notice will operate as a waiver.

7.5 Counterparts. This Notice may be executed in counterparts, each of which shall be an original but all of which together constitute one and the same instrument.

8. NOTICES

8.1 Any notice required or permitted under this Notice shall be in writing and delivered to the address set out in this Notice for the relevant party or such other address as may be notified in writing from time to time.

Company mailing address for notices

Incoming Director mailing address for notices

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