Members’ Voluntary Winding-up

Resolutions for Winding-up

ACRAMAN (2) LIMITED

We, being all the Members of the Company entitled to attend and vote at an Extraordinary General Meeting which would otherwise be held to approve the matters set out below resolve: 1. “That the Company be wound up voluntarily”; 2. “That the duly appointed Liquidator be authorised, pursuant to section 110 of the Insolvency Act 1986 and in consequence of the Liquidation of the Company, to enter into and carry into effect an agreement between the Company (1) the Liquidator (2), Acraman (3) Limited (3), Acraman (1) Limited (4), and various persons (5) for the sale and purchase of certain assets of the Company in the form produced to this Meeting and signed for the purposes of identification by the directors and accordingly to transfer such assets to Acraman (3) Limited and Acraman (1) Limited respectively in consideration of the issue of ordinary Shares in each of those Companies as set out in the agreement, to the Shareholders of the Company in satisfaction of their respective rights in the Company”; 3. “That Graham Randall, of HLB Kidsons, Southey House, 33 Wine Street, Bristol BS1 2BQ, be and he is hereby appointed Liquidator for the purpose of such winding-up”; 4. “That the Liquidator’s remuneration be based upon normal time costs and he be authorised to draw such amounts on account of such costs together with disbursements as incurred”; 5. “That the Company be authorised, in accordance with section 320 of the Companies Act 1985, to enter into the agreement referred to in Resolution 2 above, notwithstanding the involvement of the directors of the Company in such transaction”; 6. “That the Liquidator is authorised pursuant to section 165 of the Insolvency Act 1986 to exercise such of the powers set out in Part I of Schedule 4 to that Act as he deems necessary or desirable”. M. Cains, R. J. Hudd, G. G. Wheadon, and C. V. Williams