OLD MUTUAL FINANCE (NO. 1) LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held on 2nd April 2001, each of the following Resolutions were passed as Special Resolutions: “That subject to the passing of the other Special Resolution proposed at this Extraordinary General Meeting (or at any adjourned Meeting thereof) the Company be wound up voluntarily, and David John Pallen and Michael David Rollings (the “Liquidators”), both of Ernst & Young, Rolls House, 7 Rolls Buildings, Fetter Lane, London EC4A 1NH, be and are hereby appointed Liquidators for the purposes of such winding-up and any power conferred on them by law or by this Special Resolution may be exercised by them jointly or by each one of them alone, and 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 and during the winding-up, and that they be and are hereby authorised to draw such remuneration monthly on account.” D. J. Pallen, Joint Liquidator