GEORGE PHILIP PROPERTIES HOLDINGS LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 12-14 Long Acre, London WC2E 9LP, on 2nd April 2001, the following Resolutions were passed as a Special Resolution and as an Extraordinary Resolution respectively: “That, subject to the Special Resolution approving the Reorganisation (as that term is defined in the circular to the Shareholders of the Company dated 28th February 2001) having been passed at an Extraordinary General Meeting of the Company convened on 23rd March 2001 (or at any adjournment thereof) and the conditions set out in such Resolutions (other than the passing of this Resolution) having been fulfilled, that the Company be wound up voluntarily under the provisions of the Insolvency Act 1986 and Aileen Jane Crooks and Stephen Patrick Jens Wadsted (“Liquidators”), both of HLB Kidsons be and they are hereby appointed Liquidators for the purpose of such winding-up and any powers conferred on them by law or by this Resolution may be exercised, and any act required or authorised under any enactment to be done by them, may be done by them jointly or by each of them alone. and the remuneration of the Liquidators and members of their staff in attending to matters arising prior to and during the winding-up of the Company be fixed at £5,000 plus VAT and disbursements reasonably and properly incurred and they be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine. That, subject to the Special Resolution approving the reorganisation (as that term is defined in the circular to the Shareholders of the Company, dated 28th February 2001), having been passed at an Extraordinary General Meeting of the Company convened on 23rd March 2001 (or any adjournment thereof) and to the passing of the Resolution numbered one set out in the notice convening this Meeting (“First Resolution”) the Liquidators (as defined in the First Resolution) be and are hereby authorised pursuant to section 165 of the Insolvency Act 1986 to exercise the powers set out in Part 1 of Schedule 4 to that Act. R. J. Shattock