BROOKTREE LIMITED

The Chairman explained the reasons for the proposed winding-up of the Company and explained that the Directors’ powers would cease on the appointment of a Liquidator, unless the Meeting sanctioned their continuance; the Liquidators had no power to continue the Company’s business, other than for the purpose of winding-up; and to allow the Liquidator to make distributions to the Members in the form of assets, should such a distribution be advantageous; and the Directors had already made the statutory declaration of solvency.   On the Resolutions being put to the Meeting, as a Special Resolution, as Ordinary Resolutions and as an Extraordinary Resolution respectively, it was resolved:   “That the Company be wound up voluntarily; that John Martin Iredale and Stephen Paul Holgate, of Coopers & Lybrand, 9 Greyfriars Road, Reading RG1 1JG, be and they are appointed Liquidators for the purpose of such winding-up; that the Liquidators’ remuneration shall be fixed by reference to the time properly given by the Liquidators and their staff in attending to matters arising in the winding-up, including those falling outside statutory duties undertaken at the request of Members; that the Liquidators be empowered to act jointly and severally in all matters relating to the winding-up of the Company; that in accordance with the provisions of the Company’s Articles of Association, the Liquidators, be and are hereby authorised to distribute to its Member in specie all or any part of the Company’s assets.” Director