KVAERNER OIL & GAS SERVICES LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company, duly convened, and held at 68 Hammersmith Road, London W14 8YW, on 27 March 2006, at 12.00 noon, the following Resolutions were duly passed as a Special Resolution and as Ordinary Resolutions respectively: “That the Company be wound up voluntarily, that Ross David Connock and Tracey Elizabeth Callaghan, of Baker Tilly, 1st Floor, 5 Old Bailey, London EC4M 7AF, be and are hereby appointed Joint Liquidators for the purposes of such winding up, and that the Joint Liquidators be and are hereby authorised under the provisions of section 165 of the Insolvency Act 1986 to exercise the powers laid down in Schedule 4, Part 1 of the said Act, that in accordance with the provisions of the Company’s Articles of Association the Joint Liquidators be and hereby are authorised to divide and distribute among the Members as appropriate, in specie or in kind, the whole or any part of the assets of the Company and to determine how such division and distribution shall be carried out as between the Members, that the Joint Liquidators be authorised to act independently unless they decide otherwise and that the Joint Liquidators be remunerated in the sum of £1,500 plus VAT and disbursements. It was noted that the fees of Baker Tilly would be paid by TH Global plc or a subsidiary thereof.” R Laycock, Chairman