TOTAL FINANCE HOLDINGS LIMITED

(Company Number 1147168)

By Resolution in Writing pursuant to Section 381(A) of the Companies Act 1985, the following Special Resolution was duly passedon 17 September 2007,

“That the company be wound up voluntarily, and that Elizabeth Anne Bingham and Patrick Joseph Brazzill, both of Ernst & Young LLP, 1 More London Place, London SE1 2AF, (the Liquidators) be and they are hereby appointed Liquidators for the purposes of such winding up and any power conferred on them by law or by this resolution, may be exercised and any act required or authorised under any enactment to be done by them, may be done by them jointly or by each alone.”

S Byrne, Company Secretary

21 September 2007.