Resolutions for Winding-up

Companies Act 1989Insolvency Act 1986Companies Act 19852006-12-272007-01-02TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk58207131
WATERMARK GROUP HOLDING LTD

(Company Number 01642818)

WATERMARK TRAVEL SUPPLIES LTD

(Company Number 02017975)

AIRSPACE OUTDOOR ADVERTISING LTD

(Company Number 01742606)

TELECARD LTD

(Company Number 01673109) We, the undersigned, being the Members of the above-named Companies for the time being having a right to attend and vote at General Meetings, hereby pass the following Resolutions in accordance with section 381A of the Companies Act 1985, as inserted by section 113 of the Companies Act 1989, as a Special Resolution, as Ordinary Resolutions and as Extraordinary Resolutions respectively: “That the Companies be wound up voluntarily, that Paul David Williams and Paul John Clark, of Menzies Corporate Restructuring, 43-45 Portman Square, London W1H 6LY, be and are hereby appointed Joint Liquidators of the Companies, that the remuneration of the Joint Liquidators be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-ups, that the Joint Liquidators be and are hereby authorised to distribute among the Members in specie or in kind the whole or any part of the assets of the Companies, and that the Joint Liquidators be and are hereby authorised under the provisions of section 165(2)(a) of the Insolvency Act 1986 to exercise the powers laid down in Part 1 of Schedule 4 of the said Act.” Representing Watermark Group PLC, Members 27 December 2006.