BRABCO HOLDINGS NO. 1 (1998) LIMITED

At an Extraordinary General Meeting of the Company, duly convened, and held at Brabner Holden Banks Wilson, 1 Dale Street, Liverpool L2 2ET on 26th February 1998, the following Resolutions were duly passed:   “1. Subject to the passing of Resolutions 2 3, and 4 below the existing 100,000 Ordinary Shares of £1 each in the capital of the Company be converted into 200,000 Ordinary Shares of 50p each so that for each Ordinary £1 share previously held each shareholder shall (from the passing of the Resolution) hold 2 Ordinary 50p shares.   2. Subject to the passing of Resoution 1 above and the passing of Resolutions 3 and 4 below that the existing 200,000 Ordinary Shares of 50p each in the capital of the Company be cnverted into 100,000 “A” Ordinary Shares of 50p each and 100,000 “B” Ordinary Shares of 50p each so that for every one Ordinary £1 share held by a shareholder prior to the passing of Resolution 1 above that shareholder shall (from the passing of this Resolution) hold one “A” Ordinary 50p share and one “B” Ordinary 50p share and that clause 5 of the Company’s Memorandum of Association be altered to state that “the Company’s share capital is £1,000,000 divided into 1,000,000 “A” Ordinary Shares of 50p each and 1,000,000 “B” Ordinary Shares of 50p each, the “A” Ordinary Shares and the “B” Ordinary Shares have the rights attaching to them by virtue of the agreements referred to in Resolution 3 below but otherwise to rank pari passu in all respects.   3. Subject to the passing of Resolutions 1, and 2 above and to the passing of Resolution 4 below, it is desirable to reconstruct the Company and that the reconstruction be carried out on the basis of the two draft agreements which have been produced to this Meeting approved by the Members and signed for the purposes of identification by the Chairman which agreements are expressed to be between.   3.1 the Company (1) the Liquidator of the Company (2) and Brabco Holdings No. 2 (1998) Limited (3).   3.2 the Company (1) the Liquidator of the Company (2) and Brabco Holdings No. 3 (1998) Limited (3).   and that, subject to the passing of Resolution 4 below, the Liquidator be authorised pursuant to section 110 of the Insolvency Act 1986, on behalf of the Company to enter into and carry into effect the said agreements in the form set out in the above-mentioned drafts provided that this Resolution shall not be passed unless the votes of not less than 95% (or such lesser percentage as the Director shall decide) of shares carrying voting rights in the Company are validly cast in favour.   4. Subject to the passing of Resolutions 1, 2 and 3 above, for the purposes of the reconstruction the Company shall be wound up voluntarily under the provisions of the Insolvency Act 1986, and that Geoffrey Allan Gee, of Grant Thornton, 28 Kenwood Park Road, Sheffield S7 1NG, be appointed Liquidator (“the Liquidator”) of the Company, for the purposes of the voluntary winding-up.” Chairman