MERRILL LYNCH EUROPE HOLDINGS LIMITED

(Registered in England No. 3104973)

Proposed payment out of capital pursuant to section 171 of the Companies Act 1985

Notice is hereby given, pursuant to section 175 of the Companies Act 1985 (“the Act”) that:   (i) Merrill Lynch Europe Holdings Limited (“the Company”) has, by a Special Resolution passed on 30th January 1998, approved a payment out of capital of £492,695,759 for the purpose of acquiring by purchase 492,695,759 B Ordinary Shares of £1 each in the Company’s share capital;   (ii) the permissible capital payment (as defined in section 171 of the Act) for such shares is £492,695,759;   (iii) the statutory declaration of the Company’s directors and the report of the Company’s auditors required by section 173 of the Act in respect of such payment out of capital are available for inspection by any Member or Creditor of the Company at the Company’s registered office at Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, during business hours on any day (except a Saturday, Sunday or public holiday) up to and including 13th March 1998; and   (iv) any Creditor of the Company may at any time up to and including 13th March 1998, apply to the High Court of Justice under section 176 of the Act for an Order prohibiting such payment out of capital. C. A. Langham, Company Secretary 6th February 1998.