Resolutions for Winding-up

-2.99901853.407606L3 1QJ2011-06-222011-07-08The City of LiverpoolTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk731015
CLOVER FARMS LIMITED

(Company Number NI011430)

Registered in Northern Ireland

At a General Meeting of the Company duly convened and held on 22 June 2011 the following Resolutions were passed:

Special Resolutions

1. “That the company be wound up voluntarily.”

2. “That, in accordance with the provisions of the company’s articles of association, the Joint Liquidators be and are hereby authorised to:

• Distribute to the members of the Company in specie the whole or any part of the assets of the Company.

• Value any assets and determine how the distribution shall be carried out to the members.

• Vest the whole or any part of the assets in trustees upon such trust for the benefit of the members as the Joint Liquidators so determine, but no member shall be compelled to accept any assets upon which there is a liability.”

3. “That the members hereby approve for the purposes of article 96 of the Insolvency (Northern Ireland) Order 1989 the distribution of certain of its assets in specie to be satisfied in the manner set out in the draft Reconstruction Agreement appended to this resolution.”

Ordinary Resolutions

4. “That Paul Rooney of PricewaterhouseCoopers LLP, Waterfront Plaza, 8 Laganbank Road, Belfast BT1 3LR and Tim Walsh of PricewaterhouseCoopers, 8 Princes Parade, Liverpool L3 1QJ be and are appointed as Joint Liquidators for the purpose of its voluntary winding up.”

5. “That anything required or authorised to be done by the Joint Liquidators be done by both or either of them.”

6. “That the Joint Liquidators’ remuneration shall be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding up, including those falling outside their statutory duties undertaken at the request of members, within the terms of a previously agreed fee with PricewaterhouseCoopers LLP.”

7. “That the books and records of the Company be held to the order of the Joint Liquidators and may not be destroyed until ten years after the dissolution of the Company.”

Alexander S Waugh, Chairman

22 June 2011.