M & G HIGH INCOME FINANCE LIMITED

At an Extraordinary General Meeting of the above-named Company, held on 14th April 1998, the following Resolutions were passed as a Special Resolution and as an Ordinary Resolution respectively:   “That the Company be wound up voluntarily, and that Christopher John Barlow and Nigel Steven Hill, of Coopers & Lybrand, Plumtree Court, London EC4A 4HT, be and are hereby appointed Joint Liquidators of the Company for the purposes of such winding-up, and any act required or authorised under any enactment to be done by the Joint Liquidators is to be done by all or any one or more of the persons for the time being holding office” I. M. Trotter, Chairman