Resolutions for Winding-up

2006-03-152006-04-07Companies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

Passed on 15 March 2006 We, the undersigned, being the sole Member for the time being of the above-named Company, entitled to attend and vote at General Meetings, hereby pass the following Resolutions as an Extraordinary Resolution and as Ordinary Resolutions respectively, as written Resolutions, pursuant to section 381A of the Companies Act 1985 (as amended): “That, the sole Member having seen the draft statement of affairs of the Company, and it having been proved to its satisfaction that the Company cannot, by reason of its liabilities, continue its business, it is advisable to wind up the Company, and accordingly the Company be wound up voluntarily, that N J Dargan and N G Edwards, of Deloitte & Touche LLP be and are appointed Joint Liquidators of the Company, and that any act required or authorised by any enactment to be done by the Joint Liquidators may be done by either one of the Joint Liquidators.” S Treharne, for and on behalf of Premier Hotels Limited, sole Member of the Company.