Resolutions for Winding-up

The London Borough of LambethInsolvency Act 1986-0.11620551.499940SE1 7EUThe City of Kingston upon Hull2003-02-262003-03-14-0.34783153.753656HU3 1XATSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk56877506
DORMWAY LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Wellington House, 108 Beverley Road, Hull, East Yorkshire HU3 1XA, on 26 February 2003, the following Special Resolutions were duly passed: “That the Company be wound up voluntarily, and that Patrick Joseph Brazzill and Michael David Rollings, of Ernst & Young LLP, Becket House, 1 Lambeth Palace Road, London SE1 7EU, be and they are hereby appointed Joint Liquidators for the purposes of such winding-up and any power 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 alone, and that the Joint Liquidators be authorised to exercise any powers necessary to achieve an arrangement under section 110 of the Insolvency Act 1986, and that, without in any way limiting or restricting the power and authority conferred by Resolution 2 above, a draft agreement (relating to the Company’s shares in Oughtred & Harrison Limited) which has been produced to this Meeting and signed for purposes of identification by the Chairman and which is expressed to be made between (1) the Company (2) the Joint Liquidators and (3) Harplane Limited be approved and that the Joint Liquidators be authorised pursuant to section 110 of the Insolvency Act 1986, on behalf of the Company to enter into and carry into effect an agreement in the form of the said draft, and that, without in any way limiting or restricting the power and authority conferred by Resolution 2 above, a draft agreement (relating to the Company’s shares in Agricultural Insurance Underwriting Agencies Limited) which has been produced to this Meeting and signed for purposes of identification by the Chairman and which is expressed to be made between (1) the Company (2) the Joint Liquidators and (3) Latemay Limited be approved and that the Joint Liquidators be authorised pursuant to section 110 of the Insolvency Act 1986 on behalf of the Company to enter into and carry into effect an agreement in the form of the said draft.” M N Oughtred, Chairman