Members’ Voluntary Winding-up

Resolutions for Winding-up

AVENTIS FINANCE PLC

ARMOUR PHARMACEUTICAL HOLDINGS LIMITED

AVENTIS INVESTMENTS LIMITED

SANOFI-SYNTHELABO (OVERSEAS) LIMITED

UCLAF LIMITED

At an Extraordinary General Meeting of the Members of the above-named Companies, duly convened, and held at One Onslow Street, Guildford, Surrey GU1 4YS, on 30 June 2006, 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 Angus Matthew Martin and Nicholas James Dargan, of Abbots House, Abbey Street, Reading RG1 3BD (together the “Joint Liquidators”), be and are hereby appointed Liquidators for the purposes of winding-up the Companies’ affairs and that any act required or authorised under any enactment or Resolution of the Companies, to be done by them, may be done by them jointly or by each of them alone. G A De Forceville, Chairman