CARL AUG PICARD LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 29 King Street, Newcastle, Staffordshire ST5 1ER, on 2 February 2004, the following Resolutions were duly passed, as a Special Resolution, as an Ordinary Resolution and as an Extraordinary Resolution respectively: “That the Company be wound up voluntarily, that Martin Williamson, of DS Insolvency Services Limited, 29 King Street, Newcastle-under-Lyme, Staffordshire ST5, be and is hereby appointed Liquidator of the Company for the purpose of its voluntary winding-up, and that, in accordance with the provisions of the Company’s articles of association, the Liquidator be authorised to distribute cash reserves and capital to the Company’s Members; to divide among the Company’s Members in specie the whole or any part of the Company’s assets; to value any such assets and determine how the division shall be carried out as among the Members or different classes of Members; and to vest the whole or any part of the assets in Trustees upon such trust for the benefit of the Company’s Members as the Liquidator shall determine; but no Members shall be compelled to accept any assets upon which there is a liability.” A J Charlesworth, Chairman