Resolutions for Winding-up

2006-04-052006-04-24Companies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

(Company Number 01868392) In accordance with section 381A Companies Act 1985, we, being all the Members of Ferryrise Limited, who at the date of these written Resolutions are entitled to attend and vote at a General Meeting of Ferryrise Limited, hereby resolve that the Resolutions as set out below be effective as a Special Resolution, as Ordinary Resolutions and as an Extraordinary Resolution respectively, of Ferryrise Limited as if they had been passed by us at a General Meeting of Ferryrise Limited, duly convened and held. We hereby acknowledge that a Declaration of Solvency has been sworn prior to the passing of these Resolutions by Karen Hargreaves, being the sole Director of Ferrywise Limited: “That the Company be wound up voluntarily, that John Paul Bateman and Brian Green of KPMG LLP, 8 Princes Parade, Liverpool L3 1QH, be and are hereby appointed Joint Liquidators for the purpose of such winding-up, and that any power conferred on them by the Company, or by law, be exercisable by them jointly, or by either of them alone, that the remuneration of the Joint Liquidators be fixed on the basis of time properly spent by the Joint Liquidators and their staff in attending to matters arising in the liquidation, and that the Joint Liquidators be and are authorised to divide among the Members in specie or in kind, the whole or any part of the assets of the Company as the Joint Liquidators may determine.” K Hargreaves, authorised representative 5 April 2006