Resolutions for Winding-up

Insolvency Act 19862001-03-262001-02-282001-04-052001-04-11TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Shackleton House, 4 Battle Bridge Lane, London SE1 2HR, on 5th April 2001, at 10.30 a.m., the following Resolutions were passed, as a Special Resolution and as an Extraordinary Resolution respectively: “That in the event that the conditions (other than the passing of this Resolution) (the “Conditions”) set out in paragraph 14 of the Scheme contained in Part IV of the Circular dated 28th February 2001 (the “Circular”), a copy of which has been laid before this Meeting and signed by the Chairman thereof, have not been fulfilled or where permitted, waived (in each case prior to the passing of this Resolution), the Meeting be adjourned sine die but otherwise that the Company be wound up voluntarily and Simon Peter Bower and Michael John Hore (the “Liquidators”) of RSM Robson Rhodes, of 186 City Road, London EC1V 2NU, be and they are hereby appointed Liquidators of the Company with power to act jointly and severally for the purpose of such winding-up, 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 Company and they be and they are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine, the Company’s books and records be held by GIML to the order of the Liquidators until the expiry of 12 months after the date of dissolution of the Company, when they may be disposed of save for financial and trading records which shall be kept for a minimum of 6 years following the vacation of the Liquidators from office, the Liquidators be empowered and directed to carry into effect the provisions of the Company’s Articles of Association as amended by Resolution number 2 as set out in the notice convening the Meeting of the Company held on 26th March 2001, and no continuation Resolution or liquidation Resolution as required by Article 144 of the Articles of Association of the Company shall be required to be proposed, the terms defined in the Circular have the same meanings in this Resolution, save where the context otherwise requires, that the Liquidators be and are hereby 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 may be necessary or desirable in their judgement to give effect to the Scheme, and to divide among the Members in specie the whole or any part of the assets of the Company in accordance with the Scheme and may, for that purpose, value any assets and determine how the division shall be carried out as between the Members or different class of Members. The Liquidators may vest the whole or any part of the assets of the Company in trustee upon such trusts for the benefit of, inter alia, the Members as they may determine, but no Member shall be compelled to accept any assets upon which there is a liability, and that the terms defined in the Circular have the same meanings in this Resolution, save where the context otherwise requires. Company Secretary, for AIB Covett Secretaries Limited