Resolutions for Winding-up

The City of Birmingham-1.90110152.483433B3 2DT2003-02-252003-03-07Insolvency Act 1986TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

The following Written Resolutions of the sole Member of the above-named Company were passed on 25 February 2003, as a Special Resolution, as Ordinary Resolutions and as Extraordinary Resolutions respectively: “That the Company be wound up voluntarily. That Tim Walsh and Richard Setchim of PricewaterhouseCoopers LLP, Cornwall Court, 19 Cornwall Street, Birmingham B3 2DT, be and are hereby appointed Joint Liquidators of the Company for the purposes of such winding-up, and any act required or authorised under any enactment to be done by the Joint Liquidators is to be done by all or any one or more of the persons for the time being holding office, and that the Joint Liquidators’ fees 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, including those falling outside of statutory duties undertaken at the request of the sole Member, such remuneration to be drawn monthly, or at such longer intervals as they may determine, and that the Company’s books and records be held to the order of the Joint Liquidators, and may not be destroyed until two years after the dissolution of the Company. That in accordance with the provisions of the articles of association, the Joint Liquidators be and are hereby authorised to: (a) distribute to the sole Member of the Company in specie the whole or any part of the assets of the Company, (b) value any assets and determine how the distribution shall be carried out to the sole Member, and/or (c) vest the whole or any part of the assets in Trustees upon such trust for the benefit of the sole Member, but the sole Member shall not be compelled to accept any asset upon which there is a liability, and that pursuant to section 165(2)(a) of the Insolvency Act 1986 the Joint Liquidators be authorised to exercise any of the powers specified in Part I of Schedule 4 to the said Act.” D Ghosh, Joint Administrator, for and on behalf of the sole Member