Members’ Voluntary Winding-up

Resolutions for Winding-up

AXA (CARDIFF) LIMITED

We, the undersigned being the sole Member of the above Company for the time being having a right to atttend 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.” I Richardson, Director 16 December 2004.