Members’ Voluntary Winding-up

Resolutions for Winding-up

AKW (HOLDINGS) LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at Raworths LLP, Eton House, 89 Station Road, Harrogate HG1 1HF, on 30 June 2006, at 1.30 pm, the following subjoined Resolutions were duly passed, as Special Resolutions, as Ordinary Resolutions and as an Extraordinary Resolution respectively: “Since it is desirable to reconstruct the Company, that the Company be wound up voluntarily under the provisions of the Insolvency Act 1986 for that purpose, that a draft agreement which has been produced to this Meeting and signed for purposes of identification by the Chairman, and is expressed to be made between (1) the Company acting by the Liquidator, (2) the proposed new Company, (3) the various Shareholders as defined in the agreement, (4) Titan Bus UK Limited, (5) Titan Bus Limited, (6) Fake Echo Limited, and (7) Modern Curve Limited be approved, and that the Liquidator be authorised in accordance with the Insolvency Act 1986, section 110 to enter into, and carry into effect, an agreement in the form of the above-mentioned draft, on behalf of the Company, that the Liquidator be authorised, and directed, to consent to the registration of a new Company with the name of Large Selection Limited, that Andrew Philip Wood and John Russell of 93 Queen Street, Sheffield S1 1WF, Insolvency Practitioners, duly qualified under the Insolvency Act 1986, be and are hereby appointed the Joint Liquidators of the Company for the purposes of such winding-up, that the remuneration of the Joint Liquidators be fixed by reference to time properly incurred, (not to exceed £2,500 plus VAT and disbursements), and that the Joint Liquidators may exercise the powers contained in Schedule 4 in Part 1 of the Insolvency Act 1986, and may divide among the Members, in specie, the whole or any part of the assets of the Company.” By Order of the Board. A K Walker, Chairman