Resolutions for Winding-up

Insolvency Act 19861999-02-181999-03-03TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk55418286
WILLOUGHBY (163) LIMITED (formerly Farmer Newham Limited)

At an Extraordinary Meeting of the Members of the above-named Company, duly convened, and held on 18th February 1999, the following Resolutions were duly passed, as a Special Resolution, an Ordinary Resolution, Special Resolutions and an Ordinary Resolution respectively: “That the Company be wound up voluntarily in accordance with the provisions of the Insolvency Act 1986; that Richard A. B. Saville, of Savilles, be and he is hereby appointed Liquidator for the purpose of winding-up the Company; that the said Richard A. B. Saville be and he is hereby authorised to pay all classes of Creditors in full and all such other matters as described in Part I to Schedule 4 of the Insolvency Act 1986; that, pursuant to section 110 of the Insolvency Act 1986, the Liquidator be and he is hereby authorised as follows: (i) to accept in compensation for the transfer of the business and assets of the Company mentioned in Article 19(i) of the Company’s Articles of Association to and the assumption of certain liabilities by Dolby Investments Limited (“Dolby”) the allotment to Diana Elizabeth Fisher and the Trustees of Mrs. D. E. Fisher’s 1997 Discretionary Settlement of fully paid ordinary shares in the capital of Dolby; (ii) to accept in compensation for the transfer of the business and assets of the Company mentioned in Article 19(ii) of the Company’s Articles of Association to and the assumption of certain liabilities by Farmer Newham Limited (“Farmer”) the allotment to Julia Mary Loxton and the Trustees of Mrs. J. M. Loxton’s 1997 Discretionary Settlement of fully paid ordinary shares in the capital of Farmer; (iii) to enter into and effect an agreement to be entered between Willoughby (162), Limited (1), the Company (2), Dolby (3) and the Liquidator (4); (iv) to enter into and effect an agreement to be entered into between Willoughby (162), Limited (1), the Company (2), Farmer (3) and the Liquidator (4); and (v) to enter into and effect a supplemental deed to be entered into between Willoughby (162), Limited (1), the Company (2), Dolby (3), Farmer (4) and the Liquidator (5); and that the Liquidator’s remuneration shall be fixed at £1,000 plus VAT with statutory disbursements being charged at cost.” D. E. Fisher, on behalf of the Trustees of Mrs. D. E. Fisher’s 1997 Discretionary Settlement. J. M. Loxton, on behalf of the Trustees of Mrs. J. M. Loxton’s 1997 Discretionary Settlement. 18th February 1999.