Members’ Voluntary Winding-up

Resolutions for Winding-up

BOZANO, SIMONSEN (UK) LIMITED

Pursuant to the Articles of Association of the Company, the undersigned, being the authorised signatory of the sole Member of the Company who at the date of these Resolutions would be entitled to attend and vote at General Meetings of the Company, hereby adopts the following Resolutions, as a Special Resolution, as Ordinary Resolutions and as Extraordinary Resolutions repectively, and agrees that the said Resolutions shall, for all purposes, be as valid and effectual as if the same had been adopted at a General Meeting of the Company, duly convened and held. “That the Company be wound up voluntarily, that Colin Ian Vickers, of Southfield House, 11 Liverpool Gardens, Worthing, West Sussex BN11 1RY, and Maurice Moses, of 66 Wigmore Street, London W1A 3RT, having each provided a written statement that he is qualified to act as an Insolvency Practitioner under the provisions of the Insolvency Act 1986, be and hereby are appointed Joint Liquidators for the purpose of such winding-up, that the Joint Liquidators be entitled to draw their fees by reference to the time properly given by them and their staff to attending to matters arising in the winding-up, that the Joint Liquidators be sanctioned to carry out the powers listed in Part I of Schedule 4 of the Insolvency Act 1986, and that the Joint Liquidators may divide among the Members of the Company in specie, the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out.” Banco Santander Meridional S.A. 9th January 2001.