IBM UNITED KINGDOM HOLDINGS LIMITED (Registered in England and Wales No. 122953)

Notice is given, pursuant to the Companies Act 1985 (“the Act”) Part V, Chapter VII, that by written Resolution of the above-named Company (the “Company”) dated 13th October 1998, a Special Resolution was passed:   i. approving a form of contract providing for the purchase by the Company of 2,500,000,000 of its 5.5 per cent Cumulative Convertible Preference Shares of £1 each for the aggregate sum of £250,000,000; and   ii. authorising the payment of £250,000,000 of the said sum out of capital.   The statutory declaration of the Directors of the Company and Auditor’s report required by the Act section 173(5) are available for inspection at the registered office of the Company at IBM, North Harbour, Portsmouth, Hampshire PO6 3AU.   Any Creditor of the Company may, at any time within the 5 weeks immediately following 13th October 1998, apply to the Court under section 176 of the Act for an order cancelling the Resolution or for other relief. The Secretary, IBM United Kingdom Holdings Limited 14th October 1998.