BROOKE RESTAURANTS LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 10 Park Place, London SW1A 1LP, the following Resolutions were duly passed, as a Special Resolution, as an Ordinary Resolution and as an Extraordinary Resolution respectively:   “That the Company be wound up voluntarily and that Gordon Smythe Goldie, of R Tait Walker & Co, Bulman House, Regent Centre, Gosforth, Newcastle upon Tyne NE3 3LS, be and is hereby appointed as Liquidator of the Company for the purpose of such voluntary winding-up, that the Liquidator’s remuneration shall be fixed by reference to the time properly given by him and his staff in attending to matters arising in the winding-up, including those falling outside his statutory duties undertaken at the request of Members, and that in accordance with the Company’s articles of association, the Liquidator be, and is hereby, authorised to divide among the Members in specie all or any part of the Company’s assets.” Chairman