THE CENTRAL EUROPEAN GROWTH FUND PLC

At an Extraordinary General Meeting of the above-named Company, held on 31st July 2000 at Beaufort House, 15 St. Botolph Street, London EC3A 7JJ, on 31st July 2000, the following Resolutions were proposed and passed, as a Special Resolution and as an Extraordinary Resolution respectively: “That, subject to the Special Resolution to be proposed at an Extraordinary General Meeting of the Company, convened for 7th July 2000, having been passed at that Meeting or at any adjournment thereof, the Company be wound up voluntarily, and Jeremy Simon Spratt and Stephen Treharne (the “Liquidators”), both of KPMG, 20 Farringdon Street, EC4A 4PP, be and are hereby appointed Liquidators for the purposes of such winding-up and any power conferred on them by law or by this Resolution may be exercised by them jointly or by each one of them alone, and that the remuneration of the Liquidators be fixed on the basis of the time properly spent by them and their staff, at their usual hourly rates, in attending to matters arising prior to or during the winding-up, and that they be and are hereby authorised to draw such remuneration monthly on account, and that, subject to the Special Resolution to be proposed at an Extraordinary General Meeting of the Company, convened for 7th July 2000, having been passed at that Meeting or at any adjournment thereof, the Liquidators be authorised under section 165 of the Insolvency Act 1986 to exercise each of the powers specified in Part I of Schedule 4 of the said Act as may be necessary or desirable in their judgement to give effect to the Scheme; and in accordance with the Articles of Association of the Company, to divide among the Members in specie or in kind the whole or any part of the assets of the Company.” Chairman