Paul Andrew Whittaker v Bertha UK Limited [2026] EWHC 2029 (Ch)

“7 DIRECTORS AND MANAGEMENT OF THE COMPANY 7. 1 Management of the Company shall vest in the Board of Directors. 7.2 Directors shall be appointed by the Shareholders as follows: (a) Shareholder 1: Andy Whittaker shall be entitled to appoint three directors to the Board; (b) Shareholder 2: Anna Godas shall be entitled to appoint one director to the Board; (c) Shareholder 4: Doc Movies Ltd shall be entitled to appoint one director to the Board; (d) All shareholders shall be entitled to remove and replace any directors so appointed by them in each case in accordance with the Articles. 7.3 The Shareholders shall each be entitled to appoint themselves as a Director onto the Board of Directors of the Company. Unless otherwise agreed, Anna Godas shall be the Managing Director of the Company and the Andy Whittaker the Chairman, appointed by the Directors prior to June 2011, on the basis that the Chairman shall be someone other than the Managing Director.”

“15. TRANSFER OF SHARES 15.1 No Shareholder shall sell, transfer, assign, pledge, charge or otherwise dispose of any share or any interest in any share in the Company except as permitted by this Agreement or with the prior written consent of the Shareholders. 15.2 A Shareholder wishing to transfer Shares (the "Seller) shall give notice in writing (the "Transfer Notice") to the other parties (the "Ongoing Shareholders") specifying the details of the proposed transfer, including the identity of the proposed buyer(s) and the price for the Shares. 15.3 Within [28 (twenty-eight)] Business Days of receiving the Transfer Notice, the Ongoing Shareholders shall be entitled to give written notice to the Seller stating their intention to Purchase a proportion of the Shares in the Transfer Notice, which the number of ordinary Shares held by him bears to the total number of ordinary Shares held by the Ongoing Shareholders at the price specified; 15.4 If the Ongoing Shareholders wish to purchase the Seller's Shares but consider the price specified to be too high, the parties shall endeavour to agree a price. Should the parties fail to reach agreement within [15 (fifteen)] Business Days of the date of the notice served under clause 15.3, the Auditors shall determine the Fair Value of the Shares in accordance with clause 18. 15.5 If the Seller does not agree with the Fair Value as certified in the Auditors' written notice, he may revoke the Transfer Notice by notice in writing to the Ongoing Shareholders within [7 (seven)] Business Days of delivery of the Auditors' written Notice. If the Seller revokes the Transfer Notice, he is not entitled to transfer the Shares except in accordance with this Agreement. 15.6 If the Ongoing Shareholders do not agree with the Fair Value as certified in the Auditors' written notice, they shall give notice to the Seller within [7 (seven)] Business Days of delivery of the Auditors' written notice. 15.7 Subject to the Seller not exercising his right to revoke the Transfer Notice, and unless the Ongoing Shareholders give notice in writing to the Seller within [7 (seven)] Business Days of the date of the Auditors' written notice that they do not wish to purchase the Shares, completion of the sale of the Shares comprised in the Transfer Notice at the Fair Value, or price specified and agreed pursuant to clause 15.3.1 (as the case may be), shall take place in accordance with clause 17. 15.8 If the Ongoing Shareholders fail to give notice under clause 15.3, or give notice under clause 15.6: (a) The Seller is entitled to transfer his Shares to the third party buyer identified in the Transfer Notice at a price not less than the price specified in the Transfer Notice (or the Fair Value, if lower); and (b) The Seller shall procure that any buyer of Shares that is not a party to this Agreement shall, at completion, enter into a Shareholders' Agreement in relation to such Shares with the parties to this Agreement on the same terms that apply to the Seller. 15.9 To enable the Shareholders and/or Directors to determine whether or not there has been any disposal of Shares in the capital of the Company (or any interest in Shares in the capital of the Company) in breach of this clause, the Shareholders and/or Directors may require any holder or the legal personal representatives of any deceased holder or any person named as transferee in any transfer lodged for registration or any other person who the Shareholders and/or Directors may reasonably believe to have information relevant to that purpose, to provide to the Company and the Shareholders any information and evidence that the Shareholders and/or Directors request regarding any matter which they deem relevant to that purpose. If the information or evidence is not provided to enable the Shareholders and/or Directors to determine to their reasonable satisfaction that no breach has occurred, or that as a result of the information and evidence the Shareholders and/or Directors are reasonably satisfied that a breach has occurred, the Shareholders and/or Directors shall immediately notify the holder of such Shares in the capital of the Company in writing of that fact and the holder may be required, at any time following receipt of the notice, to transfer some or all of its Shares to any person(s) at the price that the Shareholders and/or Directors may require by notice in writing to that holder. 16. OBLIGATORY TRANSFER EVENTS 16.1 If anything mentioned in this clause occurs in respect of a Shareholder, it will be deemed an Obligatory Transfer Event and the provisions of clause 16.4 shall apply. 16.2 In the case of an individual: (a) Death; or (b) A bankruptcy order being made against the Shareholder or an arrangement or composition being made with the Shareholder's creditors, or where the Shareholder otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or (c) The Shareholder ceases to be a Director of the Company; or (d) The Shareholder commits a material breach of any obligation under this Agreement and fails to remedy such breach within [28 (twenty- eight)] Business Days of notice to remedy the breach being served by all the other Shareholders. 16.3 ln the case of a body corporate: (a) The liquidation (voluntary or otherwise) of the party, other than a genuine solvent reconstruction or amalgamation in which the new entity assumes (and is capable of assuming) all of the obligations of the party; or (b) A change of control of the party; or (c) An order made by a court of competent jurisdiction, or a resolution is passed for the administration of a party, or documents are filed with the court for the appointment of an administrator, or notice of intention to appoint an administrator is given by the party, or its Directors, or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule 81 to the Insolvency Act 1986); or (d) Any step is taken by any person other than a member of the other party's Group (and is not withdrawn or discharged within [90 (ninety)] days to appoint a receiver, administrative receiver or manager in respect of the whole or a substantial part of the assets or undertaking of the party; or (e) The party is unable to pay its debts as they fall due for the purposes of section 123 of the Insolvency Act 1986; or (f) The party enters into a composition or arrangement with its creditors; or (g) If a process has been instituted that could lead to the party being dissolved and its assets being distributed among the party's creditors, Shareholders or other contributors; or (h) The party ceases to carry on its business or substantially all of its business; or (i) The party commits a material or persistent breach of this Agreement which, if capable of remedy, has not been so remedied within [28 (twenty-eight)] Business Days of the other party requiring such remedy. 16.4 A Shareholder subject to an Obligatory Transfer Event shall immediately be deemed to have given a Transfer Notice in respect of the whole of his shareholding except that: (a) The deemed Transfer Notice takes effect on the basis that it does not identify a proposed buyer or state a price for the Shares and the parties shall refer the question of a valuation to the Auditors under clause 18 (Fair Value); (b) The price for the Shares shall be determined in accordance with clause 18; and (c) The Seller does not have a right of withdrawal following a valuation. 16.5 On the completion of any sale in accordance with this clause, the Buyer is not required to procure the discharge of any security given by the Seller or to procure the release of any debts of the Company to him. 16.6 The price for the Shares of any Shareholder subject to a deemed Transfer Notice shall be: (a) ln the case of a Shareholder subject to an Obligatory Transfer Event under clause 16.2.a to 16.2.c and 16.3.a to 16.3.h (a "Good Leaver") the price for the Shares shall be the Fair Value as determined in accordance with clause 18; and (b) ln the case of a Shareholder subject to an Obligatory Transfer Event under clause 16.2.d and 16.3.i (a "Bad Leaver", see Schedule 4) the price for the Shares shall be the subscription price paid by the Shareholder for his sale Shares.”

“8Suspension of Mr Whittaker It was noted that, on the advice of GCLLP and in order to enable fair and impartial decision-making by the Board Mr Whittaker be suspended as Chair of the board, pending the investigation and resolution of the Grievances. It was further noted that Mr Whittaker is not being suspended either as an employee or as a director. After due and careful consideration IT WAS RESOLVED that, effective immediately and pending the investigation and resolution of Ms Godas’ grievance by the power vested in the Board pursuant to Article 22.2.4 of the Articles, Mr Whittaker be suspended as Chair of the Board and while suspended, Mr Whittaker shall not represent the Company or seek to take any action in his capacity as Chair. 9 Appointment of Interim Chair It was noted that, in the interests of good governance and in order to enable fair and impartial decision-making by the Board pending the investigation and resolution of the Grievances, the board should appoint an Interim Chair of the board. After due and careful consideration, Ms Feltham proposed the nomination of Mr Case to be Interim Chair of the board which was seconded by Mr Tabatznik. IT WAS RESOLVED that, effective immediately Mr Case be and is hereby appointed Interim Chair of the board until such time as Ms Godas’ grievance is resolved and either Mr Whittaker’s suspension as Chair is lifted or a new Chair is appointed by the Board.”

“Non- Compliance with legal obligations - Non-compliance with PSC updates with Companies House records e.g. 13 May 2021 Letter to Company Secretary - Non-compliance with KYC and CDD (Customer Due Diligence) checks e.g. Coutts Bank 31 October 2020 - Potential Criminal offences relating to PSC and UBO information for Dogwoof Ltd relating to unknown People and bodies, disclosed from 8 April 2021. Concealment of information - Concealment of BVI and other offshore entities relating to Bertha UK e.g. non-disclosure of Sweet Pea Trust and Bertha Foundation 31 October 2020. - Concealment of BVI and other offshore entities relating to TDog Productions, a Bertha UK and Dogwoof joint venture e.g. non-disclosure of Thames Trust 31 October 2020 Unknown sources of finance - Unknown sources of funding from unknown parties due to the complex structures e.g. lack of disclosure of change of control of Bertha UK. - Unknown historical sources of funding that carry a reputational and commercial risk e.g. Smith Mitchell company in South Africa and David Tabatznik and the WHO World Health Organisation report “Apartheid and Mental Care”, Geneva 22 March 1977 - Unknown links to other BVI entities, e.g. disclosures relating to Mr Anthony Tabatznik and The Tabatznik Family Trust, in the Panama Papers and Paradise Papers, and in The Guardian relating to a Panama company owning the north London house of Tony Tabatznik”

“The information for public disclosure came to our client’s attention in connection with his employment. On 11 August 2020 Coutts Bank emailed our client, requesting disclosure relating to KYC and Anti Money Laundering Compliance, a legal obligation. Our client is the Chair, Director, largest shareholder and a signatory of the Company bank account, and so proceeded to deal with this request. After our client made multiple requests for disclosure and pertinent information to satisfy the request made by Coutts, it transpired on 8 April 2021, that the source of the monies from Bertha UK was unclear. It was also revealed that the source of the monies for Dalingwater to TDog Productions and the Company, was also opaque. He raised protected disclosures following this, as: - ● Our client considers that these present a legal, reputational and compliance risk. ● Our client continues to ask questions and requests more information relating to these matters, e.g. 13 May 2021 legal letter to Company Secretary to request corrections to the PSC records on Companies House for TDog Productions Ltd, to include Dalingwater and Dogwoof. ● In response the Company and Bertha UK respond by fettering his rights, e.g. purported suspension as Chair 9 June 2021 – our client contends this is a detriment for him having raised such protected disclosures. ● Additionally Bertha UK have sent multiple legal letters for our client to “cease and desist”, or querying why our client believes he has the right to request this information. Again, he contends this is further detriment as part of a continuing course of treatment. ● We understand that one of the shareholders is an organisation, namely Bertha UK, who appointed Mr Anthony Tabatznik as a Director of the Company. ● Multiple offshore entities were revealed. These were previously concealed entities in the Group structure e.g. Sweet Pea Trust (BVI), Thames Trust (unknown jurisdiction), London Trust (unknown jurisdiction), in addition to Bertha Foundation (Switzerland). ● Our client maintains he has the right to ask questions, and should continue to ask questions in accordance with his director duties. This is to ensure the proper and correct operation of the business, its governance and its structure. However, it is clear that the more questions our client asks, the more aggressive the behaviour of Bertha UK and the Company becomes towards him. This is as demonstrated by the unfair attempts to remove our client as Chair of the Board, as per the issues that have recently been addressed through previous correspondence. ● The Financial Action Task Force (FATF) have indicated that more than three layers of ownership should be considered as a possible starting point for complexity. Regulated entities are obliged to consider the rationale for any, particularly complex ownership structures. ● Notably the Bertha UK structure revealed 8 April 2021, has at least 5 layers, vertically from Sweet Pea Trust and Bertha Foundation to Dogwoof. And has 3 more layers if you include Dalingwater and Thames Trust. Again, our client feels it is only right that he challenge this and seek answers.”

“(i) I hereby waive any right of pre-emption as I may have in respect of any proposed sale or transfer of shares in the Company by Paul Andrew Whittaker or Anna Godas pursuant to the settlement of, or court order relating to, the divorce proceedings between Anna Godas and Paul Andrew Whittaker, whether under clause 1 5 of the Shareholder’s Agreement or otherwise, so that the pre-emption provisions in the Shareholder's Agreement will be treated as inapplicable to the same. Further, I agree that I will vote at any meeting of the Company's shareholders, and cause any directors nominated by me to vote in any meeting of the Company’s board of directors in favour of registering in the Company’s books and records any transfer of shares transferred pursuant to the settlement of, or Court order relating to. the divorce proceedings between Anna Godas and Paul Andrew Whittaker, (ii) I hereby waive any entitlement to treat any of the findings relating to the grievance raised against Paul Andrew Whittaker by Anna Godas to the Company on 24 May 2021 or any recommendations or actions of the Company’s grievance committee or board of directors arising from the same as giving rise to an Obligatory Transfer Event and/or a deemed transfer notice in respect of any part of Paul Andrew Whittaker's shareholding, so that the operation of clause 16 of the Shareholder’s Agreement (whether as a good leaver or a bad leaver) will be treated as inapplicable to the same. Further, I agree that I will vote at any meeting of the Company’s shareholders to effectuate the purposes and intent of this waiver.”

“During these investigations evidence has been found to demonstrate that AW has lacked transparency, been unnecessarily and deliberately obstructive, put unnecessary pressure on colleagues to provide information, as well as withholding, for a significant period of time, key information to open a bank account for a strategically important project. He has lacked the necessary communication with fellow shareholders and Board members on key company matters and subjecting AG to unacceptable or unreasonable behaviour over an extended period. All of these have contributed to the conclusion above in Allegation 1 that AW has failed in his duty of care to AG. It's reasonable to conclude that these examples demonstrate that AW has failed to put the interests of the company first and he has pushed his personal agenda ahead of the Company purpose. These examples coupled with the sustained pattern of behaviour over several years, has contributed to significant conflict and unrest amongst key members of the Board. For these reasons, it is recommend that sufficient evidence has been found to uphold the allegation that AW has acted in breach of his duties as an employee and director of the company.” “Whilst evidence has been found to support the allegations, the severity of the behaviour, the intent behind the behaviour and any sanction imposed is the decision of the Committee. To help the decision-making process, it is recommended the committee consider the following: 1. If the Committee’s assessment of the evidence is that AW has deliberately tried to frustrate the business over a sustained period and it’s concluded that his conduct has been a persistent attempt to undermine the company with his personal agenda, and/or a finding being made from the evidence concluded within AG’s grievance report that AW has behaved inappropriately for a sustained period of time towards AG and other Board members, this could constitute gross misconduct which would mean that any sanction up to and including dismissal is available. 2. If the Committee decide that AW’s conduct has not been a deliberate attempt to create the impact that has been set out in this report, but his misconduct is proved nevertheless, a sanction up to and including a final written warning would be appropriate. 3. Alternatively, if the Committee consider that AW did have the company’s best interests at heart, but his behaviour and conduct has been misguided, then a sanction up to and including a final written warning would be appropriate.”

“Our decision After taking into account the full findings of the investigation, the information provided by you, and the disciplinary investigation report, we have decided to uphold the allegations made. There is clear evidence that (a) your actions towards Anna Godas and others have caused serious and irreconcilable rifts that are extremely disruptive to the business; (b) you have committed multiple breaches of your duties as an employee and a director; and (c) there has been a breakdown in trust and confidence. Full details of the investigation and findings are available within the disciplinary investigation report. Outcome The company has undertaken a comprehensive investigation into the allegations and engaged fully independent external experts, Fitzgerald HR, specifically for this purpose. We have carefully considered the resulting findings and also consulted with the Board regarding these matters. The outcome of this exercise is we have decided that your conduct constitutes gross misconduct. We have considered whether there are any factors that might support or justify a lesser outcome including the possibility of issuing a final written warning to you. However, we do not consider this is viable in the circumstances. This decision has not been made lightly and it reflects the seriousness of your actions and their impact on Anna and the company generally.” “We have considered whether there are any mitigating reasons to avoid the normal outcome of summary dismissal and we have not found any such reasons. On the contrary, we do not believe any other conclusion would be appropriate in the circumstances. We therefore confirm your summary dismissal with immediate effect. This means your employment will terminate with effect from 1 June 2022.”

“3. ORDINARY RESOLUTIONS (a) THAT Andy Whittaker be and is hereby removed from his office as a director of the Company with immediate effect. The resolution was proposed by Mr Tabatznik, seconded by Mr Harbottle and agreed by the members representing a majority-in-interest of the outstanding shares of the Company who, being entitled to do so, voted at the meeting that the above ordinary resolution (a) should be passed. (b) THAT Andy Whittaker’s removal as a director shall not constitute an “Obligatory Transfer Event" for the purposes of Section 16 of the shareholders’ agreement dated 9 September 2011 between Andy Whittaker, Anna Godas, Oli Harbottle and Bertha UK Limited (formerly Doc Movies Ltd) and Andy Whittaker shall not be deemed to have delivered a Transfer Notice (as defined therein) in respect of his shareholding. Mr Case asked Mr Whittaker if he wanted to make any representation before the members voted. Mr Whittaker agreed to speak and simply stated that he believed he should keep his shares. At that point Mr Tabatznik lost connection to the video call and he was unable to reconnect.”

“Should no adequate response be received by 14 May 2025, I reserve the right to place this correspondence before the Court and seek an injunction to prevent any further interference with my shareholding.”

“At the outset of litigation, my shares were valued at £8.95 million and represented 44% ownership in Dogwoof Ltd, with the company holding £4 million in cash reserves. The debt owed to Bertha UK was a fraction of the share value.”

“25. The Defendant suggests in his evidence that his shareholding was valued at £8.95m. For clarity, this was the valuation of the entirety of Dogwoof Limited issued by Milstead Langdon on 28 September 2021 (EJP2 p.7 to 116) At that time the Defendant held 44% of the shareholding in Dogwoof Limited. 26. I am informed by both the Claimant and the valuation report produced in April this year (exhibited to my first witness statement) that, in light of significant developments in the industry in which Dogwoof Limited operates, including the growth of streaming services, the value of the company has declined significantly. Likewise, as a result of the market conditions and poor trading results, the net asset position of the company has declined, this including the degradation of the cash at bank position. 27. On 22 April 2024 Milstead Langdon, the same valuer as previously utilised, carried out a valuation of Dogwoof Limited, on behalf of the company, and concluded the company’s valuation as at that date was £1,640,000 (exhibited to my first witness statement). This report provided further detail as to the market conditions and overall decline in the company’s value. 28. On 7 March 2022 the Defendant transferred 22,275 of his shares to Anna Godas, amounting to 43.8% of his shareholding and c.19% of the shares in Dogwoof Limited. 29. The Defendant therefore currently holds 24.94% of the shareholding in Dogwoof Limited and, on current valuation, his shareholding is worth £408,000. This valuation is reached in accordance with the “Fair Value” rules set out at Article 18 of the Shareholders’ Agreement (exhibited to my first witness statement) which the Defendant signed.”

“22. The Claimant is not aware of any caselaw where the holder of a charging order over shares in a private company seeks to enforce via an Order for Sale pursuant to CPR r.73.10C. The Claimant has therefore sought to adopt a reasonable approach in all the circumstances. 23. Sale to the Claimant: The draft order seeks a sale to the Claimant. It is recognised that this is unusual and that, were this a mortgagee exercising its power of sale out of court, such a sale would not be valid. However, the jurisdiction for the order sought is CPR r.73.10C, and not a mortgagee’s right to sale out of court. It is suggested that the Court has jurisdiction to make an order pursuant to this power on whatever terms it considers appropriate. 24. The Charging Orders are over shares in a private limited company. This means there is not a ready market for such a sale. Further, the Claimant, as an existing shareholder of Dogwoof, and the other shareholders are concerned that selling shares to a stranger in such circumstances is unlikely to be feasible. 25. As explained above, the Claimant has also provided evidence from Dogwoof that the value of the charged shares is £339,932.20. It is therefore respectfully suggested that the proposed approach ensures a fair price is being achieved for the shares. 26. The Claimant therefore considers that it is reasonable in the particular circumstances of this case for the order to expressly allow a sale to the Claimant.”

“Exclusion from Management and Control - My improper removal as a director and Chair of Dogwoof Ltd without valid notice or shareholder resolution; - Refusal to reappoint me as a Chair, or Director, or permit shareholder oversight. - My suspension and removal as Chair in retaliation for protected disclosures; - Ongoing coordination between Bertha UK, Dogwoof Ltd, and associated entities, including Dalingwater Ltd, that has resulted in prejudice to my interests as a minority shareholder - my rights under the Shareholders’ Agreement were ignored, and board appointments were blocked; Valuation Manipulation and Share Dilution - The rapid and unexplained suppression of Dogwoof’s valuation from £8.95M to £0, then to £1.3M, in tandem with enforcement actions targeting my shares; - The apparent use of valuation shifts to depress shareholder value and facilitate forced transfer or control of my shareholding, and to neuter unfair prejudice applications - A £250,000 conflicted loan to CEO and Director, Ms. Anna Godas without member approval constitutes a breach of ss.175–177 CA 2006; Dividend Suppression and Financial Starvation - Refusal to issue dividends despite available reserves; - Blocking access to company cash flows to frustrate my ability to fund litigation or respond to enforcement. - A declared dividend of £131,795.91, payable to me, was diverted to Dalingwater Ltd with no authorisation; Misuse of Costs Enforcement and Abuse of Process - Bertha UK’s use of a £1.3M default costs certificate (DCC) to justify seizure of my shares rather than recover actual legal costs; - Improper reliance on CPR Part 8 to avoid disclosure and cross-examination on contested matters of fact. Improper Purpose and Entrenched Control There has been use of offshore structures and improper PSC filings to obscure control and frustrate transparency - Coercive and retaliatory tactics used to force share disposals under the guise of enforcement; - Lack of transparency in corporate governance, including the concealed control of Bertha UK Ltd by non-declared PSCs or offshore structures. Failure to Declare Ultimate Beneficial Ownership (UBO) and PSCs - Persistent failure to disclose the true controllers of Bertha UK, TDog Productions Ltd, and associated vehicles; - Concerns arising from use of the Bertha Foundation’s name (a Swiss Stiftung) without documentary evidence of legal ownership or control. - There is systematic non-disclosure of control and beneficial ownership via Bertha Foundation, Sweet Pea Trust, Thames Trust, and Dalingwater Ltd, among other entities;”

“The valuation of my shareholding in Dogwoof Ltd has collapsed by nearly 90%, from £3.97 million in 2021 to £340,000 in 2025. I note that an internal email from Dogwoof’s accountant, Nirav Patel (6 June 2024), explicitly stated that one valuation approach returned a value of NIL, indicating a potential 100% loss in value This valuation collapse is not a reflection of genuine market value but is the result of: - Deteriorated trading, aggressive amortisation and capital expenditure; - Exclusion of profitable FY2020–2022 data; - Ignoring market-based offers from £4 million to £9 million received between 2020–2023 (Trafalgar Releasing, Karan Tilani, Sze Lin Teo).”

“The valuation process here is engineered and unsafe. It has collapsed from £9 million to £1.3M to now £0 NIL value, driven by conflicted parties without market testing. This cannot be relied upon for a forced sale. There is no legitimate enforcement purpose in proceeding upon a valuation so tainted and in dispute. Only Part 7 can resolve this safely.” “I am a protected whistleblower under ERA s.43B and s.47B. This process is being used to retaliate against me. Article 10 and Article 6 demand heightened procedural safeguards, not a hasty Part 8 order. My Article 10 rights are now fully engaged, see Halet v Luxembourg. There is also a live King’s Bench pre-application and an unfair prejudice notice served.” “The Court cannot safely transfer my shares to a company whose standing is now in question and whose control is opaque, that would risk an unsafe and irreversible outcome, and it would be deeply unfair to force that through on a Part 8 basis.” “The Defendant remains willing to engage in a fair, structured process to address the underlying debt, fairly, through a process which respects proper valuation, legal safeguards, Defendant’s rights under Shareholders Agreement and the ECHR. This includes: ● Engaging a Single Joint Expert or independent valuation process to determine a fair and market-tested value of the shares; ● Exploring open market sale options where value can be maximised, and proper shareholder protections respected; ● Engaging in negotiations for a structured payment solution, which preserves the integrity of shareholder protections and avoids the coercive and unsafe outcome now proposed, including: - potential third-party refinancing; - staged payments linked to share value recovery; - use of future dividends to contribute towards resolution. 16.3 The Defendant is also prepared to revisit previous serious offers, including those from Trafalgar Releasing, Sze Lin Teo, and Karan Tilani. These were previously blocked through unreasonable requirements (such as demands for £9 million cash escrow without an agreed mechanism). If proper process is followed under Part 7, such offers could again be considered and provide a proportionate resolution. 16.4 The Defendant also offers the option of facilitating a full buyout of Dogwoof Ltd in the range of £5 to 9 million through external investors. This could provide a clean and commercially sensible outcome for all parties, provided that a proper Part 7 process allows such a route to be explored.”

“3. Now then, the issue of fact that the defendant relies upon is as to the valuation of the shares and that is a question which I will come back to. But for present purposes, he suggests that either there should be an independent valuation, court ordered independent valuation, or there should be cross-examination of the gentleman who made the existing valuation. 4. Now, in the ordinary course of sale under a charging order, the court would have evidence provided by a claimant and that would give a field or a figure for the minimum at which the property should be marketed, but in this case the claimant is not suggesting marketing the property, it is suggesting that the claimant should buy it. Now that to me does take it out of the ordinary course and, as regards the valuation, it appears that the company was valued twice in divorce proceedings by the valuers that are being used this time and, so that much homework can be avoided, they have done further valuations. Those valuations have been in descending value as time has gone on. The defendant says the company is now “on the up”. 5. Anyway, where we are is that valuation was done in circumstances where the original first two reports on value were done by virtue of court order and the latter ones were done at the bidding of the company. Now there does seem to be some sort of a link between the auditors and the claimant because the auditors appear to be auditing entities related to the claimant and the defendant I think has some legitimate concerns about the proximity albeit that the actual valuers are independent. 6. Now then, if it were an ordinary case, where the charged asset was going to the market, it would not matter because it would go to the market and the best offer would come in. Now what the claimant is proposing is that they should buy it and it should not go out to the market. Now, in my judgment, that is not a proper way to proceed, there has to be some means of marketing the asset, and I will hear the parties as to what that should be, but I do not think it would be right simply to say unless the money is paid by a certain date then the assets should be sold to the claimant. So, in my judgment, there needs to be some sort of process where other bidders can be brought in. It may be to the peril of Mr Whittaker, the defendant, because it may be other bidders are not going to come up to this sort of figure but I think there needs to be a bidding process. 7. I am however totally convinced there should be an order for sale. I know I have a discretion, but this is a large sum of money, it is over £1 million, which has been outstanding for some 18 months. The defendant has no other real asset, on his own evidence, out of which he could pay this sort of sum and even this is only going to perhaps produce £340,000 on the claimant’s valuation. 8. So, if we pause and say: where are we? I think we do need some kind of process for other bids. I would be content if the parties were content to order the parties to appoint a joint valuer to value the shares, so that the parties can move on with that joint valuation. As I understood the defendant, he would be happy with that but I do not know where the claimant stands. It might be quicker than a procedure for bids and so forth.”

“10. As I understand it, on his own evidence he brought whistleblowing proceedings in an Employment Tribunal and they were dismissed as being out of time because there is a short limitation period for such claims. Mr Marriott suggested it was six months; I do not know the period but it was dismissed. I am told there is an appeal, well, let us see how that appeal proceeds but that sounds like another jurisdiction is dealing with this and it would not be appropriate for me to make any findings. 11. It seems to me highly unlikely that any court would say that we have a situation where Mr Whittaker could be said to have been ill treated as a whistleblower. The current defendant, Mr Whittaker, started the proceedings in the High Court, with the action number BL-2021-001819, those proceedings went on for some three years, he lost and costs orders were made against him. Because of failure to comply with the costs order, as I understand it, and potentially also one failure on disclosure but from his own failings. Having got those costs orders, the claimant then applied for a charging order to protect its position, then applied for an order for sale. In my judgment, the chances of a court saying as a whistleblower that is unfair detriment being meted upon the defendant are wholly improbable and so I do not consider the whistleblower claim takes the defendant anywhere. It is not a retaliation; it is they are simply relying on the costs orders they have got in the proceedings that he (the defendant) brought.”

“14. The defendant on many occasions said he thinks this is an abuse of process, it is done with an improper purpose. They are not just wanting their money, they are wanting the shares. In my judgment, that is not a fair position. He says there is an active unfair prejudice petition. I think that is the way he put it but, actually, what there is, as I understand it, is an application for permission to bring such a petition, which has not yet been heard. So it is not an active petition. It is the preliminary stages to bringing one. 15. But, if there is an unfair prejudice petition going to be issued, well, that is the proper place to deal with the allegations about abuse of process. I cannot see that the claimants can be blamed for “setting this up”

“There has been ample opportunity and Mr Whittaker has been insisting for some time now that he can find buyers for these shares. Either he has buyers for these shares. He has named two, either they are going to put in a bid or they are not.”

“7. I state at the outset of this judgment that Mr Whittaker has not helped his cause by issuing these applications which raise a raft of issues and give the clear impression to the Court that Mr Whittaker’s purpose was to reopen the same issues as in the earlier proceedings and to vex Bertha and its shareholders with yet more litigation. They also gave me the initial impression (as in the earlier judgment which I gave) that Mr Whittaker had no sense of proportion and was prepared to take up as much of the Court’s time and resources as possible without regard to the overriding objective and the interests of other court users.” “11. The first key issue on both the PTA Application and the ECRO Applications was whether Mr Whittaker had a real prospect of persuading the Court that his shares in Dogwoof had a value of more either at the date on which they are likely to be sold or on the valuation date for the purposes of any unfair prejudice petition. Mr Whittaker is the owner of 24% of the issued share capital of Dogwoof and I asked him first to confirm what the valuation date of his shares would be if the Court permitted him to bring an unfair prejudice position either on the grounds that he was wrongly suspended on 9 June 2021 or removed as a director on 16 August 2022. I also asked him to confirm that no transfer of the shares ever took place and that the shareholders did not trigger the bad leaver provisions. 12. Mr Whittaker confirmed that both of these facts were correct and he identified as the valuation date the date of his dismissal on 16 August 2022 and, in my judgment, he has a real prospect of persuading the Court that that is the appropriate valuation date. Dogwoof is a small company, the relationship between shareholders is governed by a shareholders’ agreement, it gives management and control to a minority shareholder and the principal complaint is that the relevant shareholder has been excluded from the management of the company. In support of the valuation of his shares, Mr Whittaker relied on a forensic accountancy report prepared by Mr Roger Isaacs which is dated 10 September 2021 and was issued on 28 September 2021. That was intended to be a current valuation, it was prepared for the purpose of family proceedings and it gave a valuation range of between £8.65 million and £9.25 million. 13. The valuation which Mr Palmer (on behalf of the Defendant) exhibited to his witness statement in support of the application for an order for sale before Deputy Master Jefferis showed a valuation of Dogwoof at £1.64 million. There is, therefore, a significant difference between the value as at September 2021 and the value at the hearing before the Deputy Master, which (to say the very least) needs explanation. It may well be that there are good reasons why the company collapsed in value between the two dates. But in my judgment, the valuation of Mr Isaacs demonstrates that Mr Whittaker has a real prospect of persuading the Court that, if he were permitted to issue an unfair prejudice petition, he would be able to obtain an order under section 994 of the Companies Act 2006 requiring the other shareholders to purchase his shares at substantially more than the £340,000 and possibly even significantly more than the outstanding costs orders. £340,000 was the price which Bertha was prepared to pay before the Deputy Master. 14. The second key issue relevant to the PTA application and also to the ECRO Applications relates to what I will call the “whistleblower allegations”

“17. I turn next to the various applications, which Mr Whittaker has made. In the first ECRO application dated 17 July 2025 Mr Whittaker applied for permission to issue an unfair prejudice petition. If the Appeal succeeds on the basis of Grounds 5 and 6 then it is very likely that I will allow the appeal on terms that Mr Whittaker issues an unfair prejudice petition immediately. If, however, the Appeal fails it is equally likely that I will refuse him permission to issue the unfair prejudice petition. I have decided, therefore, that I should not grant permission until the Appeal has been determined one way or the other. I also add that by the time of the hearing of the appeal the ECRO will have expired because the order which I made continued in force until 26 April 2026. The Court has a power to extend it for up to a further three years. But if I allow the Appeal, it is highly unlikely that I will refuse permission to Mr Whittaker to bring the unfair prejudice petition or extend the ECRO for a further two or three year period. For those two reasons, therefore, I refuse to grant permission now. But I will allow Mr Whittaker to make a further application for permission to issue an unfair prejudice petition immediately after the hearing of the appeal.”

“Resolution 1 – Confirmation of Good Leaver Status and Activation of Clause 18 Valuation “THAT, further to Clause 16 of the Shareholders’ Agreement, Andy Whittaker (also known as Paul Andrew Whittaker) is confirmed to be a Good Leaver for the purposes of Clause 16.2(c), 16.4 and Clause 18 of the SHA.”

“Since 16 August 2022 I have repeatedly sought implementation of the contractual mechanisms contained in Clauses 16 and 18 of the Shareholders’ Agreement.”

“The purpose of the documents was to identify evidence relied upon in support of the Appellant's submission that: (a) disputes concerning director appointments, governance rights and shareholder rights existed prior to the present proceedings; (b) attempts were made to prevent or challenge the Appellant's exercise of rights concerning board composition, director appointments and access to company information; (c) the governance and valuation machinery under the Shareholders' Agreement remained unresolved; (d) the Appellant continued to exercise shareholder rights under sections 303 and 305 Companies Act 2006; and (e) the issues of prejudice, valuation, shareholder rights and governance underlying Grounds 5 and 6 remained live at the date of the hearing. The documents are therefore relied upon not as new evidence, but as evidence already before the Court which the Appellant says demonstrates: continuing unresolved shareholder disputes; continuing disputes concerning governance, management and control of the Company; continuing disputes concerning director appointment rights and the exercise of shareholder rights; continuing disputes concerning the operation of Clauses 16, 17, 18 of the Shareholders' Agreement; continuing allegations of unfair prejudice and exclusion from management; and continuing disputes concerning valuation and the transfer process.”

“73.10C— Enforcement of charging order by sale (1) Subject to the provisions of any enactment, the court may, upon a claim by a person who has obtained a charging order over an interest in property, order the sale of the property to enforce the charging order. (2) Where the charging order was made at the Civil National Business Centre a claim for an order for sale under this rule must be made to the judgment debtor’s home court. (3) Subject to paragraph (2) a claim for an order for sale under this rule should be made to the court which made the charging order, unless that court does not have jurisdiction to make an order for sale. (4) The claimant must use the Part 8 procedure. (5) A copy of the charging order must be filed with the claim form.”

“23. More generally, I consider that the clear object and effect of sections 14 and 15 is to confer on the court a substantially wider discretion, exercised on the basis of wider considerations, than might be enjoyed by the trustees themselves, acting without either the consent of their beneficiaries or an order of the court. For example, section 15(1)(c) requires the court to consider the welfare of a minor in occupation of the trust property as his home, whether or not that minor is a beneficiary of the trust. Section 15(1)(d) requires the court to have regard to the interests of secured creditors (rather than merely to respect their strict legal rights). As I have illustrated, section 15(1)(a) may bring into play the intention of the person who created the trust that benefits be conferred on particular beneficiaries. All this departs from the general rule of equity which requires the trustees single-mindedly to advance the interests of the beneficiaries as a class, without preferring some of them over others. 24. None of this means, of course, that the court will act unfairly, unjustly or capriciously as between beneficiaries in giving directions to trustees under section 14(2) . It simply demonstrates that, in exercising its powers in circumstances where, necessarily, the beneficiaries will be in dispute with each other about what should be done with the trust property, the court is not rigidly constrained by those rules of equity which may, pursuant to section 6(6), constrain the trustees themselves. 25. This is not surprising. In general the use and disposal of land held on a trust of land (which applies to all kinds of co-ownership) will be determined by the unanimous consent and direction of the beneficiaries. This has been the position for many years: see Saunders v Vautier (1841) 4 Beav 115, which established that beneficiaries of full age and sound mind acting unanimously may direct how the trust property is to be dealt with. The court's powers are there to enable the property to be dealt with justly and effectively when that basis of consent breaks down. That is why section 14(2) permits the court to relieve the trustees from obtaining consents, and why section 15(3) requires the court to have regard to (but not to be bound by) the wishes of a majority of the beneficiaries in the event of a dispute between them.”

“27. There remains the alternative ground of Mr Hai's appeal that the order made was not a proper exercise of the judge's discretion. In this respect, Mr Woodhouse made the following points. (i) The judge's order was in conflict with the established equitable rules about obtaining the best price for all the beneficiaries, and avoiding the preferring of the interests of one beneficiary over another. (ii) The order provided for no exposure of the Property to competitive bids, and it disabled Mr Hai from bidding himself and, as a purchaser with a special interest, from outbidding the rest of the market to the mutual advantage of all the beneficiaries. (iii) By contrast, the order preferred Mr Hafiz's interests by giving him a right of pre-emption. (iv) The judge ignored the fact that, by contrast with most of the reported cases, Mr Hai was not seeking a sale of the Property at all, so that he should not have had his interest turned into money against his will. 28. The starting point for the evaluation of these submissions is that, on an appeal, this court is concerned not with the question whether, in its view, the judge reached the right solution, but whether her order fell within the broad confines of the statutory discretion conferred on the court. For that purpose the burden lies on Mr Hai to show either that she took into account irrelevant matters, omitted to consider relevant matters, or that her decision was one which could not reasonably flow from an appropriate analysis of the relevant considerations. 29. Viewed in that way, I consider that the judge's order is unchallengeable. I acknowledge at once that it is an unusual form of order and that, in many similar cases, the court has ordered a sale of the trust property, with liberty to all beneficiaries to bid, thereby maximising the prospects of the achievement of best value. The judge was plainly aware of this, as her references to the analysis of Mr Ivory QC in the Rahnema case demonstrates: see paras 23 and 24 of her judgment. 30. She carefully analysed the intentions of the persons creating the trust, and the purposes for which the trust had been created, namely to secure the continued availability of the property as a home for Mrs Bagum, Mr Hafiz and their families, and to secure a financial interest in the property for Mr Hai, whose impending departure with his family was by then already known: see paras 4, 15, 20 and 22. She carefully considered the different interests of each of the beneficiaries, and set out their differing wishes in relation to the future disposition of the Property.” “33. All in all, I consider that the judge provided clear and cogent reasons, firmly grounded in the mainly uncontentious facts, for her conclusion that the order which she made was best calculated to serve the differing interests of all the beneficiaries. In particular, her order was calculated to minimise the risks that the interests of Mrs Bagum and Mr Hafiz and their families in continued occupation, and the interests of Mr Hai in obtaining a payment representing the proper value of his interest, might be materially compromised.”

“(1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of. (2) Without prejudice to the generality of subsection (1), the court's order may– (a) regulate the conduct of the company's affairs in the future; (b) require the company– (i) to refrain from doing or continuing an act complained of, or (ii) to do an act that the petitioner has complained it has omitted to do; (c) authorise civil proceedings to be brought in the name and on behalf of the company by such person or persons and on such terms as the court may direct; (d) require the company not to make any, or any specified, alterations in its articles without the leave of the court; (e) provide for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company's capital accordingly.”

“(i) Where a company has been deprived of its business, an early valuation date (and compensating adjustments) may be required in fairness to the claimant. (ii) Where a company has been reconstructed or its business has changed significantly, so that it has a new economic identity, an early valuation date may be required in fairness to one or both parties. But an improper alteration in the issued share capital, unaccompanied by any change in the business, will not necessarily have that outcome. (iii) Where a minority shareholder has a petition on foot and there is a general fall in the market, the court may in fairness to the claimant have the shares valued at an early date, especially if it strongly disapproves of the majoity shareholder's prejudicial conduct. (iv) But a claimant is not entitled to what the deputy judge called a one-way bet, and the court will not direct an early valuation date simply to give the claimant the most advantageous exit from the company, especially where severe prejudice has not been made out. (v) All these points may be heavily influenced by the parties’ conduct in making and accepting or rejecting offers either before or during the course of the proceedings.”

“5. Valuation Suppression and Improper Purpose The Court failed to engage with credible, unchallenged evidence that the valuation of Dogwoof Ltd had been deliberately suppressed—from £9 million in 2022 to £1.3 million in 2025—by parties with conflicts of interest. The failure to consider these allegations undermines the integrity of the judgment and facilitates a transfer at an artificially depressed value. 6. Irreversible Prejudice to Related Proceedings The Order permanently disposes of the Appellant’s core asset and frustrates the following ongoing proceedings: • A King’s Bench whistleblower detriment claim; • A financial remedy review in the Family Court; • An appeal to the Employment Appeal Tribunal; • An unfair prejudice petition in the Chancery Division.”

“• Covid has had a severe impact on our theatrical revenue YOY (see chart + pie). • It has changed the way audiences consume film. • Relying on historically successful consumption streams like theatrical is no longer a viable business model. • The way we consume is going through an unprecedented transformation, and nobody knows where this will lead. • Covid has only injected more urgency to our strategy to focus on the WHAT rather than the HOW. • If we want Dogwoof to last, we should focus on making WHAT people want to consume and rely less on HOW they consume it. • And what is the WHAT? Production, of course.”

“Commentary As can be seen, the principal driver of growth historically, and indeed the main catalyst for the reduction in trade in 2023, was International Sales. As noted previously the change in the underlying operating dynamics of the international streaming services has seen a dramatic fall in this revenue line in 2023. We note that International sales did increase by 5.6% from FY23 to FY24. While the significant driver to the reduction in turnover is the International Sales category we would also highlight that there has been a negative Compound Annual Growth Rate (“CAGR”) on most income categories. The improvement in International sales from FY23 to FY24 was more than offset by the reduction in the other income categories resulting in an overall reduction in turnover of 4.7% from FY23 to FY24.” “Commentary The poor trading results in 2023, together with the declaration of a dividend of £550k significantly reduced the net asset position to close to £2m. This position was broadly underpinned by the cash at bank position. This has subsequently been further eroded by the losses in FY24 which have reduced net assets to just over £1.6m. The net asset position is more than covered by cash at bank of more than £1.7m. Intangible assets Intangible fixed assets represent the Company’s acquired film licences. According to the Company’s accounting policy, the film rights are amortised so as to write off the acquisition cost over the expected useful life of the rights in proportion to the total estimated income arising from those rights. The amortisation rate is calculated on an individual film basis and therefore the annual charge varies from between 20% and 50% per annum, with a general rule that all costs are amortised over the first four years. Tangible assets Tangible fixed assets represent a small amount of office equipment and furniture. Investments The investment of £1 represents the Company’s 50% shareholding in Tdog.”

“The Appellant recognises that these comments below are relatively extensive. This reflects the breadth of the issues addressed in the draft judgment and the number of occasions on which the Appellant respectfully considers that his case has not been fully or accurately summarised. The comments are not intended to reargue the appeal or to challenge the Court's conclusions, but to assist the Court by identifying factual or procedural matters that the Appellant respectfully considers may require clarification or correction, and by accurately recording the Appellant's case as advanced in his written and oral submissions.”