MAXI-WHAREHOUSE-CLUB (UK) LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at BDO Stoy Hayward, Beneficial Building, 28 Paradise Circus, Birmingham B1 2BJ, on 23rd February 1998, the subjoined Extraordinary Resolution was duly passed:   “That it has been proved to the satisfaction of this Meeting that the Company cannot, by reason of its liabilities, continue its business, and that it is advisable to wind up the same, and accordingly that the Company be wound up voluntarily, and that T. Mitchell, of BDO Stoy Hayward, Beneficial Building, 28 Paradise Circus, Birmingham B1 2BJ, be and he is hereby appointed Liquidator for the purposes of such winding-up.” C. Mattner, Chairman