Resolutions for Winding-up

2006-12-282007-01-09Companies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

In accordance with section 381A of the Companies Act 1985, I, the undersigned, being the authorised representative of the Joint Members (each of whom hold 50% of the shares in TGT Finance) of the Company for the time being entitled to receive notice of and attend and vote at General Meetings, hereby resolve that the following Resolution shall be as valid and effectual as if it had been passed at a Meeting of the Company duly convened and held. It is acknowledged that the purpose of this written Resolution is to approve the Extraordinary Resolution for voluntary winding-up of the Company and the appointment of Joint Liquidators: “That the Company cannot, by reason of its liabilities, continue its business, and that it is advisable to wind up the Company, that Ian Christopher Oakley Smith and David John Blenkarn be nominated as Joint Liquidators for the purposes of winding-up the Company’s affairs and distributing its assets, and that any act required or authorised under any enactment to be done by the Liquidator is to be done by all or any one of the Joint Liquidators.” I C Oakley Smith, Joint Liquidator 28 December 2006.