Resolutions for Winding-up

Insolvency Act 19861999-05-111999-05-17TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

At an Extraordinary General Meeting, duly convened, and held at Pollen House, 10-12 Cork Street, London W1X 1PD, on 11th May 1999, the following Resolutions were passed as Special and Extraordinary Resolutions respectively: “That the Company be and hereby is wound up voluntarily, and that Richard Graham White and Ipe Jacop (the “Liquidators”), both of Robson Rhodes (or any successor), 186 City Road, London EC1V 2NU, be and are hereby appointed Liquidators of the Company for the purposes of such winding-up, and any power conferred on them by law or by this Resolution may be exercised and any act required or authorised under any enactment to be done by them may be done by them jointly or by each one of them alone, and the remuneration of the Liquidators be fixed on the basis of time properly spent by them and members of their staff in attending to matters arising prior to and during the winding-up and they be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine and to pay any expenses properly incurred by them. 2. That, subject to the passing of Resolution 1 set out in the notice (the “Notice”) convening the Meeting at which this Resolution was proposed the Liquidators (as defined in Resolution 1 set out in this notice) be and they are hereby authorised: (a) pursuant to section 165 of the Insolvency Act 1986, to exercise the powers specified in Part 1 of Schedule 4 to the said Act as may be necessary or desirable in their judgement to give effect to the Scheme, and (b) in accordance with the Articles, to divide among the Shareholders of the Company in specie the whole or any part of the assets of the Company. Director.