FANSEAL LIMITED (formerly known as C H & V Richards Limited)

At an Extraordinary General Meeting of the above-named Company, held at the offices of Coopers & Lybrand, Churchill House, Churchill Way, Cardiff, on 26th March 1998, the following Resolutions were duly passed, as a Special Resolution, as Ordinary Resolutions and as an Extraordinary Resolution:   “That the Company be wound up voluntarily, and that Joseph P. Considine and Philip J. Gorman, of Coopers & Lybrand, Churchill House, Churchill Way, Cardiff, be and are hereby appointed Joint Liquidators of the Company, for the purpose of its voluntary winding-up, and that anything required or authorised to be done by the Joint Liquidators be done by both or either of them, and that the Liquidators’ remuneration shall be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-up, including those falling outside their statutory duties undertaken at the request of Members, provided that such remuneration shall not exceed £1,000 plus VAT, and that the Joint Liquidators may destroy the Company’s records one year after the conclusion of the Liquidation, and that in accordance with the provisions of the Company’s Articles of Association, the Liquidators be authorised to divide among the Company’s Members in specie the whole or any part of the Company’s assets, to value any such assets and determine how the division shall be carried out as among the members or different classes of members, and to vest the whole or any part of the assets in trustees upon such trust for the benefit of the Company’s Members as the Liquidators shall determine, but no Members shall be compelled to accept any assets upon which there is a liability.” C. H. Richards, Chairman