Resolutions for Winding-up

The City of Birmingham-1.90314252.478967B1 1BD1998-07-311998-07-031998-07-09TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

At an Extraordinary General Meeting of the Company, duly convened, and held at the offices of Wolseley plc, on Friday, 3rd July 1998, the following Special Resolution, Ordinary Resolution and Extraordinary Resolution were duly passed:   “That the Company be wound up voluntarily, and that Ian Best and Roy Bailey, of Arthur Andersen, 1 Victoria Square, Birmingham B1 1BD, be and they are hereby appointed Joint Liquidators for the purpose of such winding-up, and that any act required or authorised under any enactment to be done by them may be done by either, or both of them and that the Joint Liquidators be hereby authorised in accordance with the Company’s Articles of Assocation to divide amongst the Members of the Company and distribute thereto in specie on 31st July 1998, the whole or part of the assets of the Company in such manner as they shall think fit.” D. A. Branson, Chairman