Resolution for Winding-Up

Company No. SC168214

The Insolvency Act 1986

PERTH EMERGENCY DOCTORS LIMITED

Copy Resolutions as passed as Ordinary, Special and Extraordinary Resolutions of Perth Emergency Doctors Limited (“the Company”) by the members of the Company at an Extraordinary General Meeting duly convened and held on 19 April 2005:-

As a Special Resolution:-

  “That pursuant to sections 84(1)(b) of the Insolvency Act 1986 the Company be wound up voluntarily.”

As an Ordinary Resolution:-

  “That pursuant to sections 84(1) and 91 of the Insolvency Act 1986 Gordon Malcolm MacLure of Johnston Carmichael, Bishop’s Court, 29 Albyn Place, Aberdeen be appointed Liquidator of the Company the purposes of winding-up the Company’s affairs and distributing its assets.”

As Extraordinary Resolutions

  “That the Liquidator of the Company be and is hereby authorised to exercise any of the powers specified in Part 1 of Schedule 4 to the Insolvency Act 1986”.

  “That the Liquidator shall divide among the members according to their rights and interests any surplus assets of the Company in specie or the proceeds of sale thereof or partly in one way and partly in the other as in the absolute discretion thereof the Liquidator shall decide.”

Dr Michael Milne, Chairman