Resolutions for Winding-up

Insolvency Act 1986Companies Act 19852006-06-272006-07-10TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk58039304
HALDA LIMITED

(Company Number 00115966) Pursuant to section 381A of the Companies Act 1985, we, the undersigned, being all of the Members of the Company having the right to vote at General Meetings or authorised agents of such Members, signify our assent to the passing of the Resolutions set out below under the Company’s articles of association to the effect that such Resolutions shall be deemed to be as effective as if they had been passed at a General Meeting of the Company duly convened and held, as a Special Resolution, as an Ordinary Resolution and as an Extraordinary Resolution, respectively: “That the Company be wound up voluntarily, that Lindsey J Cooper and Adrian D Allen of Baker Tilly, Brazennose House, Lincoln Square, Manchester M2 5BL, be and are hereby appointed as Joint Liquidators for the purposes of such winding-up and that any power conferred on them by the Company or by the law be exercisable by them jointly or by either of them alone, that in accordance with the provisions of the Company’s articles of association the Joint Liquidators be and are hereby authorised to divide and distribute among the Members as appropriate, 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, that the Joint Liquidators’ fees be fixed on the basis of time properly expended by them and their staff at published charge-out rates and £3,000 plus VAT and disbursements to be drawn on account, but any excess of this amount to be agreed separately by the Members, and that the Joint Liquidators be and are hereby authorised under the provisions of section 165 of the Insolvency Act 1986, to exercise the powers laid down in Schedule 4, Part 1 of the said Act.” P Rehn, .Corporate Representative of Halda AB 27 June 2006