Resolutions for Winding-up

-2.61296151.459850BS8 2BN2001-01-092001-01-24The City of BristolTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

At an Extraordinary General Meeting of the Society, duly convened, and held on 9th January 2001, the following Resolutions were passed as a Special Resolution and as an Extraordinary Resolution respectively: “That subject to the fulfilment of the conditions (other than the passing of this Resolution) set out in paragraphs 9.1-9.5 (inclusive) and 10 of the Scheme, the Society be wound up voluntarily and Peter William Engel and John Wynn Davies (the “Liquidators”) of Solomon Hare, Oakfield House, Oakfield Grove, Clifton, Bristol BS8 2BN, be and they are hereby appointed Liquidators of the Society with power to act jointly and severally for the purpose of such winding-up, and that the remuneration of the Liquidators be fixed on the basis of time spent by them and members of their staff in attending to matters arising prior to and during the winding-up of the Society at the rates adopted in accordance with the current practice of the Liquidators’ firm and they be and they are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine; and that the Society’s books and records be held by the New Board to the order of the Liquidators until the expiry of 12 months after the date of dissolution of the Society, when they may be disposed of save for financial and trading records, which shall be kept for a minimum of six years following the vacation of the Liquidators from office, and that the Liquidators be and are hereby authorsed pursuant to section 165 of the Insolvency Act, to exercise such of the powers set out in Part 1 of Schedule 4 to that Act, as may be necessary or desirable in their judgement to give effect to the Scheme or otherwise in connection with the Liquidation of the Society.” Chairman