CAPTIVA RAIL ENGINEERING MANAGEMENT LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at New Connaught Rooms, 61-65 Great Queen Street, on 16 April 2003, the following Resolutions were duly passed as an Extraordinary Resolution and as an Ordinary Resolution respectively: “That it has been proved to the satisfaction of this Meeting that the Company cannot, by reason of its liabilities, continue its business and that it is advisable to wind up the same and that, accordingly, the Company be wound up voluntarily, and that Robert Derek Smailes and Stephen Blandford Ryman of Rothman Pantall & Co, Clareville House, 26-27 Oxendon Street, London SW1Y 4EP, be and are hereby appointed Joint Liquidators of the Company for the purposes of such winding-up. Any act required to be taken by the Joint Liquidators can be undertaken by either one of them acting independently.” N Rees, Chairman