VAUXHALL PROPERTIES LIMITED

VAUXHALL MOTORS (FINANCE) PLC

GM AUTOMOTIVE UK (NO. 4) LIMITED

At an Extraordinary General Meeting of the above-named Companies, duly convened, and held at Osborne Road, Luton, Bedfordshire LU1 3YT, on 10 December 2004, the following Resolutions were duly passed, as a Special Resolution and as an Ordinary Resolution respectively: “That the Companies be wound up voluntarily, and that Jeremy Spratt and Finbarr O’Connell, of KPMG LLP, 8 Salisbury Square, London EC4Y 8BB, be and are hereby appointed Joint Liquidators for the purpose of such winding-ups and that any power conferred on them by the Companies, or by law, be exercisable by them jointly, or by either of them alone.” K Benjamin, Chairman