SOUTH MIDLANDS (GRIMSHAW) LIMITED

Passed 11 March 2010

At an Extraordinary General Meeting of the members of the above named company, duly convened and held at Priory Lodge, London Road, Cheltenham, Glos GL52 6HH the following resolutions were duly passed; No 1 as a special resolution, No’s 2, 3, 4, 5 and 6 as ordinary resolutions:

1. That the Company be wound up voluntarily.

2. That David Neil Hughes of Janes be and is hereby appointed Liquidator of the company for the purpose of such voluntary winding up.

3. That David Neil Hughes of Janes be paid a fee calculated on a time cost basis in order to deal with the voluntary winding up of the company. Such fee to include those matters falling outside of the statutory duties undertaken at the request of members.

4. That the company’s books and records be held to the order of the liquidator and may not be destroyed until one year after the dissolution of the company.

5. That the Liquidator be authorised under the provisions of S165 (2) (a) of the Act to exercise the powers laid down in Schedule 4, Part 1 of the Act, namely to pay all creditors in full and to make compromises with creditors and debtors.

6. The liquidator be authorised to make distributions in specie.

Roger Grimshaw Chairman