INTERSERVE GROUP LIMITED

(Company Number 11830440)

Registered office: Central Square, 29 Wellington Street, Leeds, England, LS1 4DL

Principal trading address: Capital Tower, 91 Waterloo Road, London, England, SE1 8RT

The directors of the Company propose to the members of the Company that the following written resolutions (collectively, the "Resolutions") be passed by the Company, the first to be passed as a special resolution and the remainder as ordinary resolutions, (together the "Resolutions").

SPECIAL RESOLUTION:

1. THAT it has been proved to the satisfaction of the undersigned that the Company cannot, by reason of its liabilities, continue its business and accordingly THAT the Company be wound up voluntarily (by way of a creditors` voluntary liquidation).

ORDINARY RESOLUTIONS:

2. THAT Victoria Hatton of PricewaterhouseCoopers LLP, Central Square, 29 Wellington Street, Leeds, LS1 4DL, David Baxendale of PricewaterhouseCoopers LLP, 7 More London Riverside, London SE1 2RT and Mark James Tobias Banfield of PricewaterhouseCoopers LLP, 7 More London Riverside, London, SE1 2RT be appointed as joint liquidators of the Company for the purpose of its voluntary winding up.

3. THAT any act required or authorised (whether under any enactment or otherwise) to be done by the liquidators of the Company may be done by any one or more of the persons holding the office of joint liquidator from time to time ( whether acting alone or jointly).

PROCEDURE FOR AGREEING TO THE RESOLUTIONS:

In the event that a Shareholder entitled to vote on the Resolutions on the Circulation Date (that is the first date on which copies of the Resolutions are first sent to the shareholders of the Company (the "Shareholders")) wishes to approve the Resolutions, they should sign and date below to signify the irrevocable agreement of that Shareholder to the Resolutions and return this signed document by hand or by post to the Company at 29 Wellington Street, Leeds LS1 4DL FAO Andy Lilley or send a copy by email to andy.lilley@pwc.com.

The Resolutions must be passed by the requisite majority by the end of the period of 28 days beginning with the Circulation Date otherwise it will lapse.

By the terms of section 296(3) of the Companies Act 2006, a member`s agreement to a written resolution, once signified, may not be revoked. If you do not agree to the Resolutions, you do not need to do anything: Shareholders will not be deemed to agree if they fail to reply.

The Resolutions are passed when the required majority of eligible Shareholders have signified their agreement with them.

Joint Liquidator: Victoria Hatton (IP number 28170) of PricewaterhouseCoopers LLP, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

Joint Liquidator: David Robert Baxendale (IP number 10972) of PricewaterhouseCoopers LLP, 7 More London Riverside, London, SE1 2RT.

Joint Liquidator: Mark James Tobias Banfield (IP number 23350) of PricewaterhouseCoopers LLP, 7 More London Riverside, London, SE1 2RT.

For further details contact Andy Lilley at andy.lilley@pwc.com

Lee Simpson, Director