WIND ENERGY LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held on 30 June 2006, the following Resolutions were duly passed, as a Special Resolution, as an Extraordinary Resolution and as an Ordinary Resolution respectively:
“That on the recommendation of the Directors the Company be wound up voluntarily for the purposes of reconstruction, that Michael David Rollings and Bruce Alexander Mackay of Baker Tilly, 5 Old Bailey, London EC4M 7AF, be and they are hereby appointed Joint Liquidators (the “Liquidators”) for the purpose of such winding-up, to act on a joint and several basis, and that the Liquidators be and they are hereby authorised pursuant to sections 110 and 111 of the Insolvency Act 1986 to enter into and carry into effect an Agreement (a copy of which marked “A” is produced to the Meeting and for purposes of identification signed by the Chairman thereof) between (i) the Company, (ii) the Liquidators (iii) WE (Glencalvie) Holdings Ltd (“Glencalvie Holdings”), (iv) WE (Hanna) Holdings Ltd (“Hanna Holdings”), (v) WE (Newfield) Holdings Ltd (“Newfield Holdings”), (vi) WE (North Rhins) Holdings Limited (“North Rhins Holdings”), (vii) WE (Toabh Dubh) Holdings Ltd (“Toabh Dubh Holdings”), (viii) WE (Earlshaugh) Holdings Limited. (“Earlshaugh Holdings”), (ix) WE (Dunan) Holdings Ltd (“Dunan Holdings”), (x) WE (Hearthstanes) Holdings Ltd (“Hearthstanes Holdings”), (xi) WE (South Uist) Holdings Ltd (“South Uist Holdings”), (xii) WE (Forse) Holdings Ltd (“Forse Holdings”), (xiii) WE (Services) Holdings Ltd (“Services Holdings”), (xiv) Wind Energy (Glencalvie) Limited, (xv) Wind Energy (Hanna) Limited, (xvi) Wind Energy (Newfield) Limited, (xvii) Wind Energy (North Rhins) Limited, (xviii) Wind Energy (Taobh Dubh) Limited, (xix) Wind Energy (Earlshaugh) Limited, (xx) Wind Energy (Dunan) Limited, (xxi) Wind Energy (Hearthstanes) Limited, (xxii) Wind Energy (South Uist) Limited, (xxiii) Wind Energy (Forse) Limited, (xxiv) Wind Energy (Services) Limited and (xxv) and the Shareholders of the Company to transfer the whole of the Company’s undertaking, business, property and liabilities whatsoever and wheresoever situated to (a) Glencalvie Holdings, (b) Hanna Holdings, (c) Newfield Holdings, (d) North Rhins Holdings, (e) Toabh Dubh Holdings, (f) Earlshaugh Holdings, (g) Dunan Holdings, (h) Hearthstanes Holdings, (i) South Uist Holdings (j) Forse Holdings and (k) Services Holdings (together, the (“Wind Energy Group Companies”) and to receive in consideration for the said transfers 138,737 Ordinary Shares of £0.05 of each Wind Energy Group Company credited as fully paid, for distribution among the Members of the Company in accordance with the said Agreement, that the Joint Liquidators be and are hereby authorised to pay or make an advance distribution to the Members, if they consider it appropriate and prudent to do so, in an amount that they shall determine at their sole discretion, or, if in specie or in kind, of such of the assets as they shall determine in their sole discretion, in such proportions as they shall determine, and that, subject to Resolution 1 set out in the notice convening this Meeting being passed, in accordance with Rule 4.148A of the Insolvency Rules 1986, the remuneration of the Liquidators (as defined in the aforementioned Resolution) and their staff in attending to matters arising in the winding-up of the Company and shall be drawn by them on a time cost basis as and when realisations allow, plus disbursements and VAT.”
Chairman