Resolutions for Winding-up

Companies Act 19892006-04-28Companies Act 1985TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

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, as a Special Resolution and as an Ordinary Resolution respectively, in accordance with section 381A of the Companies Act 1985, as inserted by section 113 of the Companies Act 1989: “That the Company be wound up voluntarily, and that N J Dargan and N G Edwards of Deloitte & Touche LLP, Athene Place, PO Box 810, 66 Shoe Lane, London EC4A 3WA, be and are hereby appointed Joint Liquidators of the Company.” Barclays Directors Limited and, Barclays Group Holdings Limited, Shareholders.