Resolution for Winding-Up

JM SMUCKER (SCOTLAND) LIMITED

Company Number: SC191918

At an extraordinary general meeting of the above Company, duly convened and held at Orrville, Ohio on 21 January 2009, the following resolutions were duly passed, in the case of resolution 1, as a special resolution, and in the case of resolutions 2 to 4, as ordinary resolutions:

Special Resolution

1.  That the company be wound up voluntarily.

Ordinary Resolutions

2.  That Ewen Alexander, of Ritson Smith, Chartered Accountants, 16 Carden Place, Aberdeen AB10 1FX, be and is appointed Liquidator for the purpose of such winding up.

3.  That the Liquidator be authorised to make distribution of any remaining assets to the Company to the members in specie should the members so request.

4.  That any act required or authorised under any enactment to be done by the Liquidator is to be done by the person for the time being holding the office in question.

Timothy P Smucker, Chairman

21 January 2009.