SMITH AND GRACE SCREW BOSS PULLEY COMPANY LIMITED

At an Extraordinary General Meeting of the Ordinary Members of the above-named Company, duly convened, and held on 20th July 2000, 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 Hedley Charles Brunt, of HLB Kidsons, Bank House, 8 Cherry Street, Birmingham B2 5AD, be and is hereby appointed Liquidator for the purpose of the winding-up, and that the Liquidator be and is hereby authorised under the provisions of section 165 of the Insolvency Act 1986, to exercise the powers laid down in Schedule 4, Part 1, of the said Act, and that in accordance with the provisions of the Company’s Articles of Association, or, if necessary, by amending in this respect the Articles of Association, the Liquidator be and is hereby authorised to divide and distribute, among the Members and Creditors as appropriate, in specie or in kind, the whole or part of the assets of the Company and may determine how such division and distribution shall be carried out as between the Members and Creditors.” H. S. Crawford-Smith, Chairman