MATCHMINI LIMITED
The undersigned, being all the Members of the Company, who, at the date hereof, would be entitled to attend and vote at a General Meeting of the Company, hereby resolves as follows as a Written Resolution in accordance with Regulation 53 of the Companies Act 1985, Table A (SI 1985/805), which is incorporated by reference into the Articles of Association of the Company: Special Resolution: “That the Company be and is hereby wound-up voluntarily, under the provisions of the Insolvency Act 1986, and that Kenneth Stephen Chalk and Nicholas James Dargan, both of Deloitte & Touche, be and they are hereby appointed Liquidators (the “Liquidators”) for the purposes of such winding-up, such Liquidators to be empowered to act jointly and severally. Ordinary Resolution: There be and is hereby approved unconditionally in all respects for the purposes of section 320 of the Companies Act 1985 and all other purposes the Transfer Agreements (in the same, or substantially the same, forms as those attached to this Resolution) and that any Director of the Company be hereby authorised to take all such steps and do all such acts and things as he may consider necessary desirable or expedient in order to implement and complete the Transfer Agreements, and the matters contemplated thereby, being a substantial property transaction involving persons connected with a Director of the Company. Providence Investment Company, 3i Group plc M. Dixon, D. Walker, J. Conaghan, N. and H. Leighton, N. Cheshire, R. Anderson, D. Bett, S. Halberstam, R. Skinner, S. Dowding, J. Sam, A. Mitchell, C. Gardiner, N. Smart and B. Randall (acting by their lawfully appointed attorney, Stephen Ives). 30th November 1999.