ELECTRO CARBON LIMITED

(Company Number 00432081)

MORGANITE-ELECTRO CARBON LIMITED

(Company Number 01252624)

TRENCON REFRACTORIES (UK) LIMITED

(Company Number 02207751)

MH DETRICK COMPANY LIMITED

(Company Number 00265134)

In accordance with regulation 53 of Table A as defined and incorporated in the articles of association of the Companies, we, being the sole Member of the Companies who would have been entitled to vote upon the following Resolution if it had been proposed at a General Meeting of the Companies 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 Companies duly convened and held, of which Resolutions will be passed as a Special Resolution and as an Ordinary Resolution respectively, and accordingly we resolve:

“That the Companies be wound up voluntarily, that AndrewPhilipPeters and DominicLee ZoongWong, of Deloitte & Touche LLP, Four Brindleyplace, Birmingham B1 2HZ (together the “Joint Liquidators”), be and are hereby appointed Liquidators for the purposes of winding-up the Companies’ affairs, and that any act required or authorised under any enactment or Resolution of the Companies to be done by them, may be done by them jointly or by each of them alone.”

Sole Member

9 May 2007.