MARTINEAU JOHNSON SERVICES

The following written Resolutions of the Members of the above-named Company, were passed on 27 February 2003, as a Special Resolution, as Ordinary Resolutions and as Extraordinary Resolutions respectively: “That the Company be wound up voluntarily, and 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 Members, 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, and that, in accordance with the provisions of the articles of association, the Joint Liquidators be and are hereby authorised to divide among the Members of the Company in specie the whole or any part of the assets of the Company, value any assets and determine how the division shall be carried out as between the Members or different classes of Members and vest the whole or any part of the assets in trustees upon such trust for the benefit of the Members as the Joint Liquidators so determine, but no Members shall 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 J Gwyther, for and on behalf of the Members