M.H. HOLDINGS (WINDERMERE) LIMITED (formerly known as Miller Howe Hotel)

At an Extraordinary General Meeting of the above-named Company convened, and held at the offices of Royce Peeling Green, Hilton Chambers, 15 Hilton Street, Manchester M1 1JL, on 26th June 1998, at 10 a.m., the following Resoutions were passed, (a) as a Special Resolution, (b), (c), (e) and (f) as Ordinary Resolutions and (d) as an Extraordinary Resolution:   “(a) That the Company be wound up voluntarily; (b) that Christopher Mark Slater and Kerry Bailey, of Royce Peeling Green, Hilton Chambers, 15 Hilton Street, Manchester M1 1JL, be appointed Joint Liquidators for the purpose of such winding-up; (c) that the remuneration of the Joint Liquidators be fixed on the basis of time and expenses properly given by them and their staff in attending matters arising in connection with the winding-up and that they be entitled to draw such remuneration monthly as they think fit, not to exceed £1,680 plus VAT; (d) that the Joint Liquidators may divide among the Members of the Company in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Members; (e) that the Joint Liquidators act jointly and severally; and (f) that the Joint Liquidators be authorised to destroy any of the Company’s records in their possession as they think fit, 12 months after closing the Liquidation.” G. Kilburn, Chairman 26th June 1998.