Resolutions for Winding-up

Insolvency Act 1986-0.10543251.515459EC4A 4TRThe City and County of the City of London2001-03-262001-04-10Companies Act 1989Companies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk56173681041
BORG WARNER SECURITY LIMITED

We, the undersigned, being the sole Member of the above Company for the time being having a right to attend and vote at General Meetings, hereby pass the following Resolutions, as a Special Resolution, as an Ordinary Resolution, and as an Extraordinary Resolution respectively, in accordance with section 381A of the Companies Act 1985, as inserted by section 113 of the Companies Act 1989: ‘‘That the Company be wound up voluntarily, that J. R. D. Smith and N. J. Dargan, of Stonecutter Court, 1 Stonecutter Street, London EC4A 4TR, be and are hereby appointed Joint Liquidators of the Company, that the 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, that the Liquidators be and are hereby authorised to distribute to the sole Member in specie or in kind the whole or any part of the assets of the Company, 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 1 of Schedule 4 of the said Act.’’ Burns International Security Services (UK) Limited, Shareholders 26th March 2001.