NEW CENTURY TELEVISION (HOLDINGS) LIMITED

The following Resolutions were duly passed, as a written Resolution, pursuant to section 381 of The Companies Act 1985, and Article 6.5 of the Memorandum and Articles of Association as a Special Resolution, as Ordinary Resolutions and as an Extraordinary Resolution respectively:   “That the Company be wound up voluntarily, and that Martin Fishman, of Arthur Andersen, 1 Surrey Street, London WC2R 2NT, be and he is hereby appointed Liquidator for the purpose of such winding-up, that the Liquidator be remunerated by reference to the time properly given by the Insolvency Practitioner and his staff in attending to the matters arising in the winding-up as described in the Engagement Letter and that the Liquidator be hereby authorised in accordance with the Company’s Articles of Association to divide amongst the members of the Company and distribute thereto in specie the whole or any part of the assets of the Company in such manner as he shall think fit.” signed on behalf of the following Shareholders. British Sky Broadcasting Ventures Limited, Grandstand Productions Limited, Granada Media Group Limitesd Polygram UK Holdings plc, Really Useful Holdings Limited, United Artists European Broadcasting Limited, Granada Group Plc, GS Capital Partners II Offshore L.P., GS Capital Partners II L.P., 24th March 1998.