Resolution for Winding-Up

Private Company Limited by Shares

Written Resolutions of

JAMES WALKER (ANNAN) LIMITED (Company)

Company number: SC040118

25 February 2009

Pursuant to Chapter 2 of Part 13 of the Companies Act 2006, the following resolutions were passed:

  resolutions 1, 2 and 3 below are passed as ordinary resolutions (together Ordinary Resolutions); and

  resolutions 4 and 5 below are passed as special resolutions (together Special Resolutions).

Ordinary resolutions

1.  That Ian Scott McGregor and Kenneth W. Pattullo of Begbies Traynor (Scotland) LLP, Finlay House, 10-14 West Nile Street, Glasgow G1 2PP be and are hereby appointed as joint liquidators of the Company for the purpose of such winding up;

2.  That any act required or authorised to be done by the joint liquidators may be performed by either of the joint liquidators for the time that they hold office; and

Special resolutions

3.  That the Company be wound up voluntarily; and

4.  That the joint liquidators be and are hereby authorised to divide among the shareholders of the Company in specie or in kind the whole or any part of the assets of the Company.