Resolutions for Winding-up

Insolvency Act 1986Companies Act 19852006-04-192006-04-28TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

(Company Number 03459090) On 19 April 2006, the following Resolutions were duly passed as written Resolutions, pursuant to the provisions of section 381A of the Companies Act 1985; Resolutions 1 and 3 as Special Resolutions, Resolutions 2, 5 6 and 7 as Ordinary Resolutions and Resolution 4 as an Extraordinary Resolution: “1. That Telecommunications Services (Europe) Limited be wound up voluntarily under the provisions of the Insolvency Act 1986. 2. That B E Budsworth, of Budsworth & Co, be and is hereby appointed Liquidator for the purpose of winding-up the Company’s affairs and distributing its assets and that any act required or authorised under any enactment to be done by the Liquidator is to be done by the person for the time being holding the office of Liquidator. 3. The Liquidator be and she is hereby empowered and authorised if she shall think fit to distribute the assets of the Company or any one or more of them in specie to the Shareholders instead of realising the same for cash and distributing the proceeds of such realisation. 4. The Liquidator be and she is hereby authorised under section 165(2) of the Insolvency Act 1986 to exercise the powers laid down in Part 1 of Schedule 4 to such Act. 5. That the fees of Budsworth & Co in connection with the preparation of the Declaration of Solvency and documentation to place the Company into liquidation be agreed by reference to time properly given by Members of Budsworth & Co in attending to the aforementioned matters. 6. That the Liquidator be remunerated by reference to time properly given by the Liquidator and her staff in attending to matters arising in the winding-up. 7. That ‘Category 2 Disbursements’ of Budsworth & Co and the Liquidator be authorised as previously disclosed to Members.” D Finney and V Finney, Shareholders 19 April 2006.