Resolutions for Winding-up

2005-11-162005-11-25Insolvency Act 1986-1.70496752.499676B46 3AD-1.89823752.480086B2 5AFThe Borough of North WarwickshireThe City of BirminghamCompanies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk259492431/86

Resolution for Winding-Up

ZEAGON LIMITED

Special Resolutions

At an Extraordinary General Meeting of the Members of the above-named company duly convened and held at School House, St Philips Court, Church Hill, Coleshill, Birmingham B46 3AD, on 16 November 2005, the following Special Resolutions were duly passed:

“That the company be wound up voluntarily and that Phillip Hartland Allen and Guy Edward Brooke Mander, of Baker Tilly, City Plaza, Temple Row, Birmingham B2 5AF, be and are hereby appointed Joint Liquidators for the purposes of such winding up, and that the Liquidators be and are hereby authorised under the provisions of Section 165 of the Insolvency Act 1986 to exercise the powers laid down in schedule 4, Part 1 of the said Act.

That pursuant to Section 9 of the Companies Act 1985, if necessary and appropriate, the Articles of Association of the Company be amended, as necessary to permit the distribution of the whole or any part of the assets of the company in specie or in kind.

That in accordance with the provisions of the company’s articles of association the Liquidators be and are hereby authorised to divide and distribute among the members as appropriate, in specie or in kind, the whole or any part of the assets of the company and to determine how such division and distribution shall be carried out as between the members.”

And the following Ordinary Resolution:

“That the Liquidators’ remuneration be on the basis of the time necessarily spent by them in the discharge of their duties, such remuneration to be paid as and when funds allow up to a maximum of £1,725, and that any remuneration in excess of this sum, be authorised in meeting before it is drawn.”

P W Whale, Chairman

16 November 2005.