Members’ Voluntary Winding-up

Resolutions for Winding-up

ASEL LIMITED

In accordance with section 381A of the Companies Act 1985, the following written Resolutions are passed, on 16 December 2004, as if they had been proposed at a General Meeting of the Company, as a Special Resolution and as an Ordinary Resolution respectively: “That the Company be wound up voluntarily, and that Jeremy Simon Spratt and Finbarr Thomas O’Connell, of KPMG LLP, 8 Salisbury Square, London EC4Y 8BB, be and are hereby appointed Joint Liquidators for the purpose of such winding-up and that any power conferred on them by the Company, or by law, be exercisable by them jointly, or by either of them alone.” For and on behalf of Deutsche Bank Aktiengesellschaft, Shareholder