Resolutions for Winding-up

-0.11259451.507463SE1 9PZ2000-12-142001-01-12The London Borough of LambethInsolvency Act 1986-0.10572251.516804EC4A 4HTThe City and County of the City of LondonTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk56088240706
CGI SYSTEMS LIMITED
CGI CORPORATION LIMITED

At an Extraordinary General Meeting of the above-named Companies, held at 76 Upper Ground, South Bank, London SE1 9PZ, on 14th December 2000, the following Resolutions were duly passed, as a Special Resolution, as Ordinary Resolutions and as Extraordinary Resolutions respectively: “That the Company be wound up voluntarily; that Ian Oakley-Smith and Ritchard Setchim, of PricewaterhouseCoopers, Plumtree Court, London EC4A 4HT, be and are hereby appointed Joint Liquidators of the Company for the purpose of its voluntary winding-up, 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; that the Liquidators’ remuneration shall be fixed by reference to the time properly given by those 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 the Members, provided that such remuneration shall not exceed £3,500 plus disbursements plus VAT; that in accordance with the provisions of the Company’s articles of association, the Liquidators be authorised: (a) to divide among the Company’s Members in specie the whole or any part of the Company’s assets, (b) to value any such assets and determine how the division shall be carried out as among the members or different classes of members, and (c) 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 Liquidator shall determine, but no member shall be compelled to accept any asset upon which there is a liability; and that pursuant to section 165(2)(a) of the Insolvency Act 1986, the Joint Liquidators be authorised to exercise any of the powers specified in Part I of Schedule 4 to the said Act.” J. S. Lamb, Chairman