INSOLVENCY (NI) ORDER 1989

Resolutions of

A S BAIRD (1996) LIMITED

(“the Company”)

Company Number: NI 12795 Registered in Northern Ireland

Passed

At an extraordinary general meeting of the company duly convened and held on Tuesday 1st November 2005 the following resolutions were passed:

Special Resolution

1. That the company be wound up voluntarily.

Extraordinary Resolution

2. That subject to them being indemnified against the liabilities of the Company, the joint liquidators shall if authorised and directed pursuant to Article 96 of the Insolvency (Northern Ireland) Order 1989 transfer in specie all assets to either the holders of the ordinary shares or to any other company in consideration of that company issuing its shares pro rata to the holder of the ordinary shares

Ordinary Resolution

3. That Garth Calow and Paul Rooney, both of PricewaterehouseCoopers LLP, Waterfront Plaza, 8 Laganbank Road, Belfast BT1 3LR are hereby appointed joint liquidators for the purpose of such winding-up

Dated this day the 1st November 2005