Members’ Voluntary Winding-up

Resolutions for Winding-up

ALEXANDER FORBES HOLDINGS LIMITED

We, the undersigned, being the Member of the above Company for the time being have a right to attend and vote at General Meetings, hereby pass the followings Resolutions in accordance with section 381A of the Companies Act 1985, as inserted by section 113 of the Companies Act 1989, as a Special Resolution, as Ordinary Resolutions and as Extraordinary Resolutions respectively: “That the Company be wound up voluntarily, that J R D Smith and N J Dargan, of PO Box 810, Athene Place, 66 Shoe Lane, London EC4A 3WA, be and are hereby appointed Joint Liquidators of the Company, that the remuneration of the Joint Liquidators be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-up, that the Liquidators be and are hereby authorised to distribute to the Member in specie or in kind the whole or any part of the assets of the Company, and that the Joint Liquidators be and are hereby authorised under the provisions of section 165(2)(a) of the Insolvency Act 1986, to exercise the powers laid down in Part 1 of Schedule 4 of the said Act.” Alexander Forbes Limited 20 May 2005.