REPUBLIC NEW YORK HOLDINGS (UK)

We, the undersigned, being the Members of the above Company for the time being having a right to attend and vote at General Meetings, hereby pass the following 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 and as an Ordinary Resolution respectively: “That the Company be wound up voluntarily, and that J R D Smith and N J Dargan, of 66 Shoe Lane, London EC4A 3WA, be and are hereby appointed Joint Liquidators of the Company.” HSBC International Investments Corporation (Delaware) and HSBC International Finance Corporation (Delaware).