ZOE HOLDING COMPANY PLC

(Company Number 04219047) In accordance with article 14.5 of the articles of association of the Company, we, being all the Members of the Company who would have been entitled to vote upon the following Resolution as if it had been proposed at a General Meeting of the Company at which we were present, agree that the following Resolutions shall be as valid and effectual as if they had been passed at a General Meeting of the Company duly convened and held, of which Resolutions will be passed as a Special Resolution and as an Ordinary Resolution, and accordingly we resolve: “That the Company be wound up voluntarily, and that Christopher John Hughes and Nigel Heath Sinclair, of Kroll Talbot Hughes LLP, 10 Fleet Place, London EC4M 7RB, be and are hereby appointed Liquidators for the purpose of winding-up the Company’s affairs and distributing its assets, and that any act required or authorised under any Act or enactment to be done by the Liquidator may be done by any one or more persons for the time being holding the office of Liquidator (the Liquidators).” Shareholders 21 July 2006