Resolutions for Winding-up

-0.55299651.248976GU1 1UWThe Borough of GuildfordInsolvency Act 19862002-02-262002-03-13TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

At an Extraordinary General Meeting, duly convened, and held at The Master Robert Hotel, Great West Road, Hounslow, on 26 February 2002, the following Special Resolutions were duly passed: “That the Company be wound up voluntarily, that Geoff Carton-Kelly and C.M.T. Haig, of Baker Tilly, The Clock House, 140 London Road, Guildford, Surrey GU1 1UW (the Joint Liquidators) be and they are hereby appointed Liquidators for the purpose of such winding-up, and that the Joint Liquidators, acting jointly and severally, be and are hereby authorised and instructed pursuant to section 110 of the Insolvency Act 1986 (the Act) in consequence of the Liquidation of the Company to accept the issue by Shelfco (No. 2591) Limited (whose name is to be changed to Sundeala Limited) of 1,520,190 ordinary shares of 10p each in the capital of Shelfco (No. 2591) Limited, as consideration for the transfer of certain of the assets of the Company in accordance with and as described in the agreement to be entered into between the Company (1), the Joint Liquidators (2), and Shelfco (No. 2591) Limited (the Sundeala Agreement).”