Resolutions for Winding-up

Companies Act 1985Insolvency Act 19862000-08-142000-08-21TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

We, the undersigned, being all the Members of the above-named Company at the date of these Resolutions entitled to attend and vote at a General Meeting of the Company, hereby resolve that: “The Company be wound up voluntarily, and Anthony Harris, of Critchleys, be appointed Liquidator of the Company (“the Liquidator”) for the purposes of such winding-up, that the Liquidator be authorised and directed, pursuant to section 110 of the Insolvency Act 1986, to enter into and give effect to the two business sale agreements in the form attached to these Resolutions with such minor amendments (if any) as the Liquidator and the Company may agree and which provide for the sale to Markstest Limited and Markstop Limited of the whole of the Company’s business and to receive in compensation for the sale shares in Markstest Limited and Markstop Limited for distribution among the Members of the Company on the basis specified in the business sale agreements, that the Liquidator be empowered, pursuant to section 165 of the Insolvency Act 1986, to exercise any of the powers specified in Part 1 of Schedule 4 to the Insolvency Act 1986, that in accordance with Rule 4.148A of the Insolvency Rules 1986 the remuneration of the Liquidator and his staff in attending to matters arising in the winding-up of the Company shall be drawn by him on a time cost basis as and when realisations allow, plus disbursements and VAT, and that the transactions contemplated by Resolution 2 be approved for the purposes of section 320 of the Companies Act 1985.” These Resolutions shall become effective on the date of the last signature below and shall be effective notwithstanding that they are signed in different counterparts. Kobe Steel Limited Otsuka Pharmaceutical Co. Phalanx Limited K. Geiger Xylon Limited SA The David Rayner Settlement 1999 P. Feenan S. Burgess A. J. Marshall 3i Group Plc 14th August 2000.