Members’ Voluntary Winding-up

Resolutions for Winding-up

JOHN BROWN ENTERPRISES LIMITED

The undersigned, being the holders of the entire issued share capital of the Company entitling the holders to attend and vote at General Meetings of the Company confirm that they have seen the figures contained in the statement of assets and liabilities of the Company and, in agreement with the recommendations of the Directors of the Company, hereby resolve the following as a Special Resolution and as Extraordinary Resolutions respectively: “That the Company be wound up voluntarily, and that Peter John Robertson Souster and Tracey Elizabeth Callaghan, of Baker Tilly, of 2 Bloomsbury Street, London WC1B 3ST, be and are hereby appointed Joint Liquidators (the “Liquidators”), acting jointly and severally or severally, for the purposes of such winding-up, that the entire assets and undertakings of the Company (subject to its liabilities and obligations) shall be transferred by the Liquidators to the Transferees (as defined below) on the terms of the agreement to be entered into by (1) the Company, (2) the Liquidators, (3) Others (the “Transferees”) and (4) J. D. W. Brown, pursuant to section 110 of the Insolvency Act 1986 (the “Section 110 Agreement”), and that the Liquidators be authorised to enter into and give effect to the Section 110 Agreement, that the Liquidators be and are hereby authorised, under the provisions of section 165 of the Insolvency Act 1986, to exercise the powers laid down in Schedule 4, Part 1 of the said Act, and that (in accordance with the provisions of the Company’s articles of association) the Liquidators be and are hereby authorised to divide and distribute amongst the Members as appropriate, in specie or in kind, the whole or any part of the assets of the Company.” J. D. W. Brown C. F. Brown For and on behalf of Deutsche International Trustee Services (C.I.) Limited. For and on behalf of Ivanco (No 1) Limited For and on behalf of DA Budge Pension Trustees Limited 16th May 2001.