Resolution for Winding-up

The Insolvency (Northern Ireland) Order 1989

Resolutions of

BROWNS (DRAPERS AND OUTFITTERS) LTD

(“The Company)

Company No. NI012917 Registered in Northern Ireland

Passed

At an extraordinary general meeting of the company duly convened and held on the 12th March 2003 the following resolutions were passed: No. 1 as a special resolution, No. 2 as an extraordinary resolution and No. 3 as an ordinary resolution:

1. That the company be wound up voluntarily.

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 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.

3. That Paul Rooney and Garth Calow of PricewaterhouseCoopers LL.P be and are hereby appointed joint liquidators for the purpose of such winding-up.

Dated this 12th March 2003.

J. P. Brown, Chairman.