Resolutions for Winding-up

2006-07-28TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk67882431/54

Resolution for Winding-Up

CAPITAL HOUSE 3 LIMITED

Company Number NI 058259

WRITTEN RESOLUTION

Pursuant to the Companies (No.2) (Northern Ireland) Order 1990

Pursuant to Article 389A of the Companies (Northern Ireland) Order l986 (as amended by Article 48 of the Companies (No.2) (Northern Ireland) Order 1990 the following Special Resolutions are hereby passed as a Written Resolution of the Company.

Special Resolutions

(a) that the Company be wound-up voluntarily.
(b) that Garth Calow and Paul Rooney of the firm PricewaterhouseCoopers LLP of Waterfront Plaza, 8 Laganbank Road, Belfast BT1 3LR be and are hereby appointed Joint Liquidators of the Company for the purpose of such winding-up.
(c) that anything required or authorised to be done by the Joint Liquidators be done by both or either of them.
(d) that the remuneration of the Joint Liquidators be fixed on the basis of time spent by the Joint Liquidators and their staff attending to matters arising in the winding-up.
(e) that, the Company’s books and records be held to the order of the Joint Liquidators and may not be destroyed until two years after the dissolution of the Company.
(f) that, subject to them being indemnified against liabilities of the Company, in accordance with the provisions of the Articles of Association, the Joint Liquidators be and are hereby authorised
a. to divide among the members of the Company in specie the whole or any part of the assets of the Company;
b. value any assets and effect the arrangements set out in the following agreements:-

SIGNED by all the members of the Company who at the date of the resolution (being the date of when the resolution as signed by the last person to sign) would be entitled to attend and vote at a General Meeting of the Company had the resolution been put to such a meeting: