Resolutions for Winding-up

The District of Stroud2006-04-072006-04-27Companies Act 1985-2.22615951.710184GL5 5BATSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

At an Extraordinary General Meeting of the above-named Company, duly convened and held at New Mentorite Limited, Giddynapp House, Amberley, Stroud, Gloucestershire GL5 5BA, on 7 April 2006, the following Resolutions were duly passed, as a Special Resolution, as Extraordinary Resolutions and as Ordinary Resolutions respectively: “That the Company be wound up voluntarily and that Joint Liquidators be appointed for the purposes of such winding-up. That, pursuant to section 9 of the Companies Act 1985, if necessary and appropriate, the articles of association of the Company be amended as necessary to permit the distribution of the whole or any part of the assets of the Company in specie or in kind, and that the Joint Liquidators be and are hereby authorised to divide and distribute amongst the Members, 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, and that the Joint Liquidators be and are hereby authorised to pay or make an advance distribution to the Members, if they consider it appropriate and prudent to do so, in an amount that they shall determine at their sole discretion, or, if in specie or in kind, of such of the assets as they shall determine in their sole discretion, in such proportions as they shall determine. That Lindsey J Cooper and Adrian D Allen of Baker Tilly, Brazennose House, Lincoln Square, Manchester M2 5BL, be and are hereby appointed Joint Liquidators to the Company, to act on a joint and several basis. It was reported that Baker Tilly had quoted a fee in the sum of £5,000 plus VAT and disbursements for acting as the Joint Liquidators of the Company and this was agreed. It was also agreed that Baker Tilly should be able to draw fees and expenses on account, and that the Joint Liquidators be authorised to draw “Category 2” disbursements out of the assets as an expense of the Liquidators, at the rates disclosed in the policy statement circulated to shareholders within the papers convening the Meeting. P H Freeman, Chairman