ALCATEL CABLE HOLDINGS UK LTD.

By Special Resolutions in writing taking effect as Special Resolutions pursuant to section 381A of the Companies Act 1985, the subjoined Special Resolutions were duly passed:   “That the Company be wound up voluntarily, and that Martin Fishman, of Arthur Andersen, PO Box 55, 1 Surrey Street, London WC2R 2NT, be and is hereby appointed Liquidator for the purpose of such winding-up, and that the Liquidator be remunerated by reference to the time properly given by the Insolvency Practitioner and his staff in attending to the matters arising in the winding-up as described in the engagement letter. D. Cross