Members’ Voluntary Winding-up

Resolutions for Winding-up

CHESWICK UK LIMITED

CHESWICK UK 1988 LIMITED

NICHOLSONS SILENCERS LIMITED

NICHOLSONS SILENCERS (1988) LIMITED

BAINBRIDGE SILENCERS LIMITED

BAINBRIDGE SILENCERS (1988) LIMITED

MANITUBE SILENCERS LIMITED

MANITUBE SILENCERS (1988) LIMITED

At the Extraordinary General Meeting of Cheswick UK Limited, Cheswick UK 1988 Limited, Nicholsons Silencers Limited, Nicholsons Silencers (1988) Limited, Bainbridge Silencers Limited, Bainbridge Silencers (1988) Limited, Manitube Silencers Limited and Manitube Silencers (1988) Limited, held on 14th December 2000, the following Resolutions were passed, as a Special Resolution and as an Ordinary Resolution respectively: “That the Companies be wound up voluntarily, and that Tim Walsh and Ian Rankin, of PricewaterhouseCoopers, Abacus Court, 6 Minshull Street, Manchester M1 3ED, be and are hereby appointed Joint Liquidators of the above-named Companies for the purposes of such winding-ups, and any act required or authorised under any enactment to be done by the Joint Liquidators is to be done by all or any one or more of the persons for the time being holding office.” A. L. Davey, Chairman