Resolution for Winding-Up

Number of Company: SC182061

Special Resolution

(Pursuant to section 378(2) of the Companies Act 1985 and

Section 84(1) of the Insolvency Act 1986)

James H. Hay Limited

Passed 13th day of March 2003

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Scott House, 12/16 South Frederick Street, Glasgow G1 1HJ on 13th day of March 2003 the subjoined Special Resolution was duly passed, viz:-

RESOLUTION

That the company be wound up voluntarily, and that William David Robb C.A. of Scott House, 12/16 South Frederick Street, Glasgow, be and he is hereby appointed Liquidator for the purposes of such winding-up.

James H Hay, Chairman