Members’ Voluntary Winding-up

Resolutions for Winding-up

BALMTECH LIMITED

Pursuant to sections 381A of the Companies Act 1985 and 84(i)(b) of the Insolvency Act 1986, we, being all the Members of the Company who would, at the date of these Resolutions have been entitled to vote upon them as if they had been proposed at a General Meeting at which we were present, pass the following Special Resolution, Ordinary Resolution and Extraordinary Resolution respectively: “That the Company be wound up voluntarily, that Martin Fishman and Patrick Joseph Brazzill, of Ernst & Young LLP, 1 More London Place, London SE1 2AF, be, and hereby are appointed Joint Liquidators. 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 divide all or any part of the assets of the Company in specie as they shall think fit amongst the Members of the Company.” M Fishman, for Robert Maxwell Group plc