Resolutions for Winding-up

1999-03-091999-03-24The Borough of ReadingCompanies Act 1985-0.97595351.457779RG1 1JGTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

In accordance with the Companies Act 1985, section 381A, I, the undersigned, being the Member of the Company entitled to the date hereof to attend and vote at General Meetings of the Company hereby agree and confirm that the following Resolutions for all purposes have effect as if they had been passed by the Company in General Meeting. Passed 9th March 1999. Accordingly I hereby resolve: “That the Company be wound up voluntarily, that Peter Bryan Buckle and Adrian Richard Stanway, of PricewaterhouseCoopers, 9 Greyfriars Road, Reading, Berkshire RG1 1JG, be and are hereby appointed Joint Liquidators of the Company for the purpose of its voluntary winding-up, that anything requried or authorised to be done by the Joint Liquidators be done by both or either of them, that the Liquidators’ remuneration shall be fixed by reference to the time properly given by the Liquidators and their staff in attending to matters arising in the winding-up, including those falling outside their statutory duties undertaken at the request of Members, provided that such remuneration shall not exceed £1,750 plus disbursements plus VAT, and that in accordance with the provisions of the Company’s articles of association, the Liquidators be authorised to divide among the Company’s Members in specie the whole or any part of the Company’s assets, to value any such assets and determine how the division shall be carried out as among the Members or different classes of Members; and to vest the whole or any part of the assets in Trustees upon such trust for the benefit of the Company’s Members as the Liquidators shall determine, but no Member shall be compelled to accept any assets upon which there is a liability.” K. A. Cosby