Number of Company: SC123548

The Companies Act 1985

Company Limited by Shares

Special Resolution of

PriVATE INVESTORS CAPITAL TRUST PLC

Passed 22nd November 2004

At an extraordinary general meeting of the above company, duly convened and held at 22 Charlotte Square, Edinburgh EH2 4DF on Monday, 22nd November 2004 at 12.30pm the following resolutions were passed

Special Resolution

1.

That the Company be wound up voluntarily under the provisions of the Insolvency Act 1986 and Simon Peter Bower and Michael John Hore (the “Liquidators”), both of RSM Robson Rhodes LLP of 186 City Road, London EC1V 2ND be and are hereby appointed liquidators for the purpose of such winding up and any powers conferred on them by law or by this resolution may be exercised, and any act required or authorised under any enactment to be done by them may be done by them jointly or by each of them alone.

  Extraordinary Resolution

2.	That:
2.1	the renumeration of the Liquidators be fixed on the basis of time properly spent by them and members of their staff attending to matters arising prior to and during the winding up of the Company and they be and are hereby authorised to draw such renumeration monthly or at such longer intervals as they may determine and to pay any expenses properly incurred by them in the winding-up of the Company.
2.2	subject to the passing of the resolution numbered 1 in the notice convening the meeting in which this resolution appeared as the second resolution (“Resolution 1”), the Liquidators (as defined in Resolution 1) be and are hereby authorised pursuant to section 165 of the Insolvency Act 1986 to exercise the powers set out in Part I of Schedule 4 to that Act; and
2.3	the Company’s books and records be held by Adam & Company Investment Management Limited to the order of the Liquidators until the expiry of 12 months after the date of dissolution of the Company when they may be disposed of with the prior consent of the Liquidators.

James Ivory, Chairman