ARCOLECTRIC (HOLDINGS) PLC

OTEHALL TOOLING COMPANY LIMITED

OTEHALL SWITCHES LIMITED

At an Extraordinary General Meeting of the Companies, duly convened, and held at Apex Plaza, Reading RG1 1YE, on 10 March 2004, the following Extraordinary Resolution was duly passed: “That it has been proved to the satisfaction of this Meeting that the Companies cannot, by reason of their liabilities, continue their businesses, and that the Companies be wound up voluntarily, and that the Joint Liquidators be authorised under the provisions of section 165 to exercise the powers laid down in paragraphs 2 and 3 of Schedule 4 of the Insolvency Act 1986, namely, to make compromises with those who may have claims against the Companies and those against whom the Companies may have claims.” R Collier, Chairman