Resolutions for Winding-up

2017-01-312017-02-102017-02-09The City of Birmingham-1.90110152.483433B3 2DTTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk27112747918

THE INSOLVENCY (NI) ORDER 1989

DASTONE PROPERTIES LIMITED

("the Company")

(Company Number NI641764)

Registered in Northern Ireland

The following written resolutions of the sole member of Dastone Properties Limited were passed on 31 JANUARY 2017.

Special Resolutions

1. ‘THAT the Company be wound up voluntarily pursuant to Article 70 of the Insolvency (Northern Ireland) Order 1989.’

2. ‘THAT, the Joint Liquidators (as defined herein) be and are hereby authorised, in accordance with the provisions of the articles of association, to:

(a) distribute to the sole member of the Company in specie the whole or any part of the assets of the Company;

(b) value any assets and determine how the distribution shall be carried out to the sole member; and

(c) vest the whole or any part of the assets in trustees upon such trust for the benefit of the sole member as the Joint Liquidators so determine, but the sole member shall not be compelled to accept any asset upon which there is a liability.’

3. ‘THAT, pursuant to Article 140 of the Insolvency (Northern Ireland) Order 1989, the Joint Liquidators be authorised to exercise any of the powers specified in Part I of Schedule 4 to the said Order.’

Ordinary Resolutions

4. ‘THATStephen Cave of PricewaterhouseCoopers LLP, Waterfront Plaza, 8 Laganbank Road, Belfast, BT1 3LR and Emma Cray of PricewaterhouseCoopers LLP, Cornwall Court, 19 Cornwall St, Birmingham, B3 2DT (the “Joint Liquidators”) be and are hereby appointed Joint Liquidators of the Company for the purposes of its winding up, and any act required or authorised under any enactment to be done by the Joint Liquidators is to be done by all or any one or more of the persons for the time being holding office.’

5. ‘THAT the Joint Liquidators' fees be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding up, including those falling outside of statutory duties undertaken at the request of the sole member, such remuneration to be drawn monthly, or at such longer intervals as they may determine.’

6. ‘THAT the Company’s books and records be held by the sole member to the order of the Joint Liquidators, and may not be destroyed without the permission of the Liquidator which will not be forthcoming until twelve months after dissolution of the Company.’

7. ‘THAT the Certificate of Appointment of the Joint Liquidators together with the certificate copies of the resolutions passed herein, be signed by a director of the sole member for and on behalf of the sole member.’

Dated this day the 31 January 2017

Sharon Moore

For and on behalf of the sole member