Resolutions for Winding-up

-5.04422550.264857TR1 2NAThe County of Cornwall2006-03-312006-04-21TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

At an Extraordinary General Meeting, duly convened, and held at Lowin House, Tregolls Road, Truro, Cornwall TR1 2NA, on 31 March 2006, the following Resolutions were passed as Special Resolutions and as an Extraordinary Resolution respectively: “That SGP Leisure Limited be wound up voluntarily, and that the Liquidator is hereby authorised to pay any class of Creditor in full, and that in accordance with the Company’s articles of association, the Liquidator be authorised to divide among the Members of the Company in specie the whole or part of the assets of the Company; for the purpose of any such distribution in specie, value any assets and determine how the division shall be carried out as between the Members or different classes of Members; and/or vest the whole or any part of the assets in Trustees upon such trusts for the benefit of the Members as the Liquidator so determines, but no such Members shall be compelled to accept any assets upon which there is a liability.” Director