ZOE SERVICES COMPANY PLC

(Company Number 04214296) In accordance with Article 11.5 of the Articles of Association of the Company, we, being the Members of the Company who would have been entitled to vote upon the following Resolution if it had been proposed at a General Meeting of the Company at which we were present, agree that the following Resolutions shall be as valid and effectual as if they had been passed at a General Meeting of the Company, duly convened and held, of which the following Resolutions will be passed as a Special Resolution and as an Ordinary Resolution respectively, and accordingly we resolve: “That the Company be wound up voluntarily, and that Christopher John Hughes and Nigel Heath Sinclair, of Kroll Talbot Hughes LLP, 10 Fleet Place, London EC4M 7RB, be and are hereby appointed Liquidators for the purpose of winding-up the Company’s affairs and distributing its assets and that any act required or authorised under any Act or enactment to be done by the Liquidator may be done by one or more of the persons for the time being holding the office of Liquidator (the Liquidators). Meridien Holding Company Plc 25 April 2006.