Members’ Voluntary Winding-up

Resolutions for Winding-up

A1 PAPER HOLDINGS LIMITED

At an Extraordinary General Meeting of the Members of the above-named Company held at Somerset House, Temple Street, Birmingham B2 5DJ, on 30 June 2006 at 10.10 am, the following Resolutions were duly passed, as Special Resolutions, as Ordinary Resolutions and as an Extraordinary Resolution respectively: “That the Company shall adopt the new set of articles of association that are attached to this Special Resolution, that the Company shall be wound up voluntarily, that the Company shall, from the date of this Resolution, appoint Peter Richard Dewey, of Dewey & Co., 17 St Andrews Crescent, Cardiff, South Glamorgan CF10 3DB, as Liquidator to the Company in accordance with section 91 of the Insolvency Act 1986, that the Liquidator’s remuneration be calculated on a time/cost basis, such sum not to exceed £3,000 plus VAT and disbursements, and that the Liquidator be and is hereby authorised to divide amongst the Members in specie all or part of the Company’s assets in accordance with the section 110 Demerger Agreement to be entered into by the Company.” M Jones, Chairman