Resolutions for Winding-up

-0.09805751.523307EC1M 7ADCompanies Act 2006The London Borough of Islington2008-08-202008-09-08TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk607869

AON 04 LTD

B L CARNIE HOGG ROBINSON LIMITED

CLARKSON PUCKLE GROUP LIMITED

EUROPEAN RISK MANAGEMENT LTD

H.A.R.B. LIMITED

Ian Robert of Kingston Smith & Partners LLP, Devonshire House, 60 Goswell Road, London EC1M 7AD, is qualified to act as an Insolvency Practitioner in relation to the Companies and is prepared to act as Liquidator.

Pursuant to section 288 of the Companies Act 2006, we, the undersigned, being the holders of all of the Shares giving a right to attend and vote at a General Meeting of the Companies, hereby resolve that, after discussion, the following Resolutions be duly passed as a Special Resolution, as Ordinary Resolutions, as a Special Resolution and as an Ordinary Resolution respectively:

“That the Companies be wound up voluntarily, that Ian Robert of Kingston Smith & Partners LLP, Devonshire House, 60 Goswell Road, London EC1M 7AD, be and is hereby appointed Liquidator of the Companies for the purpose of the voluntary winding-up, that the Liquidator’s remuneration be fixed according to his time costs, that the Liquidator be authorised to divide among the Members of the Companies in specie part or the whole of the assets of the Companies and may for that purpose, value any assets and determine how the division between the Members should be carried out, and that the books and records are to be held to the order of the Liquidator and may be destroyed after 15 months following the completion of the liquidation.”

Director for and on behalf of H.A.R.B. Limited

Shareholder : Bain Hogg Holdings Limited

Signed on behalf of: Bain Hogg Holdings Limited

20 August 2008