Resolutions for Winding-up

Insolvency Act 19862003-03-17-1.62156354.972707NE1 4JDThe City of Newcastle upon TyneCompanies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

We the undersigned, being all the Members of the Company entitled to received notice of and attend and vote at General Meetings of the Company in accordance with regulation 53 of the Companies Act 1985 Table A, do hereby declare the following Resolutions to have been passed as Special Resolutions, as if they had been passed at a General Meeting of the Company duly convened and held: “That the Company be wound up voluntarily, and that Neil Matthews of Ernst & Young LLP, Citygate, St James’ Boulevard, Newcastle upon Tyne NE1 4JD, and Robert Hunter Kelly of Ernst & Young, Cloth Hall Court, 14 King Street, Leeds LS1 2JN, be appointed Joint Liquidators for the purposes of such winding-up, that the remuneration of the Joint Liquidators for their services in the winding-up be based on the costs of their time incurred by the Joint Liquidators in addition to their reasonable out of pocket expenses and proper disbursements plus VAT at the applicable rate, and that the Joint Liquidators be authorised to exercise any powers necessary to achieve an arrangement under S110 of the Insolvency Act 1986.” A S Monkhouse, K Scott, C S Thompson and O L Thompson, Members