Members’ Voluntary Winding-up

Resolutions for Winding-up

BOLTON UK LIMITED

(Company Number 04382905) Pursuant to section 381A of the Companies Act 1985, section 84(1)(b) of the Insolvency Act 1986, and all other powers, we, the undersigned, being the holders of all the shares giving a right to attend and vote at a General Meeting of the Company, hereby resolve that the following Resolutions be duly passed as if they had been passed at an Extraordinary General Meeting of the Company, duly convened and held, as a Special Resolution and as Ordinary Resolutions respectively: “That the Company be wound up voluntarily, that A Turpin of Poppleton & Appleby, 35 Ludgate Hill, Birmingham B3 1EH, be and is hereby appointed Liquidator for the purposes of such winding-up, that the fees of the Liquidator be paid on a time cost basis and recovered from the assets of the Company together with any disbursements incurred by the Liquidator, subject to the agreement of the Board of Directors, and that the Liquidator be sanctioned to divide among the contributories, in kind or in specie, all or any part of the assets of the Company, in accordance with the Company’s Memorandum of Articles of Association. To assist in this duty, the Liquidator is duly authorised to agree the basis of the asset valuations for the purposes of such a distribution.” Director, for Salviati Financial Holdings Limited 7 April 2006