JACOBS PHARMACIES LIMITED

We, the undersigned, being all the Shareholders in Jacobs Pharmacies Limited, pass the following Resolutions, as a Special Resolution and as Extraordinary Resolutions respectively, in writing in accordance with section 381A of the Companies Act 1985, as amended by the Companies Act 1989:   “That the Company be wound up voluntarily, and that Andrew James Clifford and Colin Michael Haig, of Baker Tilly, Iveco Ford House, Station Road, Watford, Hertfordshire WD1 1TG, be and are hereby appointed Joint Liquidators for the purpose of such winding-up and in such are to act in all matters jointly and severally, and that in accordance with the provisions of the Company’s Articles of Association, the Joint Liquidators be and are hereby authorised to divide and distribute amongst the Members as appropriate, in specie or in kind, the whole or any part of the assets of the Company, and that the Joint Liquidators be and are hereby authorised under the provisions of section 165 of the Insolvency Act 1986 to exercise the powers laid down in Schedule 4 Part I of the said Act, and that the Joint Liquidators be and are hereby authorised to be remunerated on the basis of time properly incurred in the course of their duties, and to draw such fees up to the amount of £1,200 plus VAT and disbursements without further reference to the Members.” M. D. Jacobs R. Jacobs (303)