KERR, McLEISH LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 1 Snow Hill, London EC1A 2EN, on 22nd March 2001, the following Resolutions were passed, as a Special Resolution, as an Ordinary Resolution and as an Extraordinary Resolution respectively: ‘‘That the Company be wound up voluntarily, that Jeremy Willmont is hereby appointed Liquidator for the purpose of such winding-up, and that the Liquidator be empowered to distribute the assets of the Company ‘in specie’ if required.’’ I. McLeish, Chairman