Members’ Voluntary Winding-up

Resolutions for Winding-up

A RUNGE & COMPANY LIMITED

ABM ADMINISTRATION LIMITED

ABRASION RESISTANT LININGS LIMITED

ASSOCIATED BRITISH MALTSTERS LIMITED

BIRCH HALL FEEDS LIMITED

DALGETY ABM LIMITED

DURHAM CHEMICAL GROUP LIMITED

FELTON COMPANY (GREAT BRITAIN) LIMITED

FELTON WORLDWIDE LIMITED

GILSTRAP EARP & COMPANY LIMITED

I, the undersigned, representing the sole Member of the Companies who, at the date of these Resolutions would be entitled to attend and vote at General Meetings of the Companies, hereby pass the following Resolutions, and agree that the said Resolutions shall, for all purposes be as valid and effective as if the same had been passed at a General Meeting of the Companies duly convened and held, as a Special Resolution, Ordinary Resolutions and as Extraordinary Resolutions respectively: “That the Companies be wound up voluntarily, that Andrew D. Conquest, of Grant Thornton, Crown House, Crown Street, Ipswich, Suffolk IP1 3HS, be and is hereby appointed Liquidator of the Companies, that the remuneration of the Liquidator and fees for Grant Thornton’s tax advice, be fixed according to Grant Thornton’s time costs, that the Liquidator be and is hereby authorised to divide and distribute among the Members in specie or in kind the whole or any part of the assets of the Companies and to determine how such divisions shall be carried out as between the Members, and that the Liquidator be authorised to pay all Creditors in full, and that the Liquidator be and is hereby authorised under the provisions of section 165(2)(a) of the Insolvency Act 1986 to exercise the powers laid down in Part 1 of Schedule 4 of the said Act.” 20th December 2000.