NEWSCREEN MEDIA GROUP PLC

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at the offices of Deloitte & Touche, 1 City Square, Leeds LS1 2AL, on 21 May 2004, at 10.30 am, the following Resolutions were duly passed as Special Resolutions and as Extraordinary Resolutions respectively: “That the Company be wound up and, accordingly, that it enter voluntary liquidation with immediate effect, and that Geoffrey Martin and John Twizell, of Geoffrey Martin & Co., be and are hereby appointed to act as Liquidators of the Company (with authority to act jointly and severally) for the purposes of winding-up the Company’s affairs and distributing its assets, and that the remuneration of the Liquidators be fixed by reference to the time properly spent by them and their staff in connection with the liquidation, and that the Liquidators be and hereby are authorised in accordance with the provisions of section 110 of the Insolvency Act 1986 to enter into an arrangement on the terms of the draft documentation (“Reconstruction Documentation”) copies of which are available for inspection at Suite 4, Burlington House, Burlington Street, Chesterfield, Derbyshire S40 1RS, and that the Reconstruction Documentation be and is hereby approved, together with all such other documents, acts and things which the Liquidators, or (with the sanction of the Liquidators) the Directors of the Company shall execute and do in accordance with or pursuant to such documentation and that, subject to and conditional upon the passing of the Special Resolution without amendment, the Liquidators be and they are hereby authorised (with authority being joint and several), and to exercise the powers specified in Part 1 of Schedule 4 to the Insolvency Act 1986 and to exercise any of the powers specified in Regulation 177 of the Company’s Articles of Association.” B Downs, Director 21 May 2004.