Resolutions for Winding-up

2006-07-052006-07-19Insolvency Act 1986Companies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

(in lieu of Meeting) (Company Number 05494935) We, the undersigned, being Members of the Company who at the date of these Resolutions would be entitled to attend and vote at General Meetings of the Company, hereby pass the following Resolutions as a Special Resolution (pursuant to section 378(2) of the Companies Act 1985 and 84(1)(b) of the Insolvency Act 1986), as an Extraordinary Resolution and as an Ordinary Resolution respectively, and agree that the said Resolutions shall, for all purposes be as valid and effective as if the same had been passed by all of the Members at a General Meeting of the Company duly convened and held: “That the Company be wound up voluntarily and that William Duncan and Ian Christopher Schofield be and are hereby appointed as Joint Liquidators of the Company for the purpose of the voluntary winding-up, and any power conferred on them by law or this Resolution may be exercised, and any act required or authorised under any enactment to be done by them may be done by them jointly or by each of them alone, that the Joint Liquidators be and are hereby authorised in accordance with the Company’s articles of association to divide amongst the Members of the Company and distribute thereto in specie the whole or any part of the assets of the Company as he shall think fit, and that the Joint Liquidators should be remunerated by reference to PKF (UK) LLP’s normal rates for the time properly given by them and their staff in attending to matters arising in the winding-up and that they invoice such remuneration and any expenses properly incurred by them in respect thereof in accordance with the terms of an engagement letter dated 5 July 2006 made between PKF (UK) LLP and RKR Sales Limited.” F Raper, J D McDonald and D G Kirk