THE INSOLVENCY (NI) ORDER 1989

Resolutions of

NORCEL LIMITED

(“the company”)

Company No. NI29071

Registered in Northern Ireland

Passed

At an extraordinary general meeting of the company duly convened end held on the 28 February 2005 the following resolutions were passed:

Special Resolution

1. That the company be wound up voluntarily.

Extraordinary Resolution

2. That, in accordance with and subject to 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 divide among the different classes of members aff assets or the company, the company’s shareholding in Powerdsine Limited to be distributed in the following proportions:
1. To the Preferred A shareholders - 140,000 shares
2. To the Preferred B shareholders - 20,000 shams
3. To the directors - 5.000 shares.
Ordinary Resolution

3. That Garth Calow and Paul Rooney both of PricewsterhouseCoopers LLP, Waterfront Plaza, 8 Laganbank Road, Belfast, BTI 3LR be and are hereby appointed joint liquidators for the purpose of such winding up.

Dated this 28 February 2005