HC INVESTMENTS LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held at 50 Salisbury Road, Hounslow, Middlesex TW4 6JH, on 31st December 1997, the following Resolutions were duly passed, as a Special Resolution and as an Ordinary Resolution respectively:   “That the Company be wound up voluntarily, that S. P. Holgate and J. M. Iredale, of Coopers & Lybrand, Harman House, 1 George Street, Uxbridge, Middlesex UB8 1QQ, be and they are hereby appointed Liquidators for the purpose of such winding-up, that, in accordance with the provisions of the Company’s Articles of Association, the Liquidators be and are hereby authorised to divide among the Members in specie all or any part of the Company’s assets, that the Liquidators be and are hereby authorised to receive and/or direct shares in consideration for a sale of the assets of the Company as provided for pursuant to section 110 of the Insolvency Act 1986, and that the Liquidators be and are hereby authorised to act jointly or severally in matters relating to the winding-up of the Company”. W. R. Davies, Secretary