Resolutions for Winding-up

2001-03-302001-04-06Companies Act 1989Insolvency Act 1986Companies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

We, the undersigned, being the Members of the above-named Company, for the time being having a right to attend and vote at General Meetings, hereby pass the following Resolutions in accordance with section 381A of the Companies Act 1985, as inserted by section 113 of the Companies Act 1989, as a Special Resolution, as an Ordinary Resolution and as an Extraordinary Resolution respectively: “That the Company be wound up voluntarily, and that J. R. D. Smith and N. J. Dargan, of Stonecutter Court, 1 Stonecutter Street, London EC4A, be and are hereby appointed Joint Liquidators of the Company, and that remuneration of the Joint Liquidators be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-up, and that the Liquidators be and are hereby authorised to distribute to the Members in specie or in kind the whole or any part of the assets of the Company and to determine how such divisions shall be carried out as between the Members, and that the Liquidators be and are hereby authorised under the provisions of section 165(2)(a) of the Insolvency Act 1986, to exercise the powers laid down in Part I of Schedule 4 of the said Act.” Tokai Bank Europe Plc (Shareholders) 30th March 2001.