Resolution for Winding-Up

THE INSOLVENCY (NI) ORDER 1989

Resolutions of Invar Agencies Limited (“the Company”)

Company No. NI 010823 Registered in Northern Ireland

Passed

At an extraordinary general meeting of the company duly convened and held on 18 December 2006 the following resolutions were passed:

Special Resolution

1.	That the Company be wound up voluntarily.
Extraordinary Resolution
2.	That in accordance with the provisions of the company’s articles of association, the liquidator be authorised:
•	to divide among the company’s members in specie the whole or any part of the company’s assets;
•	to value any such assets and determine how the division shall be carried out as among the members or different classes of members; and
•	to vest the whole or any other part of the assets in trustees upon such trust for the benefit of the company’s members as the liquidator shall determine;

but no members shall be compelled to accept any assets upon which there is a liability.

Ordinary Resolution

3.	That Garth Calow and Paul Rooney, both of PricewaterhouseCoopers LLP, Waterfront Plaza, 8 Laganbank Road, Belfast BT1 3LR be and are hereby appointed joint liquidators for the purpose of such winding-up.
Dated: 18th December 2006