EUROPENGINEERS LIMITED

We, the undersigned, being the only Members of the Company who, at the date of this Resolution would be entitled to attend and vote at General Meetings of the Company, hereby pass the following Written Resolutions of the Shareholders as a Special Resolution, as Extraordinary Resolutions and as an Ordinary Resolution respectively, and declare that the said Resolutions shall, for the purposes be as valid and effective as if the same had been passed by us at a General Meeting of the Company duly convened and held: “That the Company be wound up voluntarily, and that David John Pallen, of Ernst & Young, Rolls House, 7 Rolls Buildings, Fetter Lane, London EC4A 1NH, be and hereby is appointed Liquidator for the purposes of such winding-up, and that the Liquidator be authorised under the provisions of section 165 to exercise the powers laid down in paragraphs 2 and 3 of Schedule 4 to the Insolvency Act 1986, namely, to make compromises with those who may have claims against the Company and those against whom the Company may have claims, and that the Liquidator be authorised to divide all or any part of the assets of the Company in specie as he shall think fit amongst the Members of the Company, and that the Company’s books and records be held by Mott MacDonald Group Limited to the order of the Liquidator, until the expiry of twelve months after the date dissolution of the Company, when they may be disposed of.” D. J. Pallen, Liquidator