THE FLEMING NATURAL RESOURCES INVESTMENT TRUST PLC

At an Extraordinary General Meeting of the Company, duly convened, and held at 25 Copthall Avenue, London EC2R 7DR on 26th November 1998, the following Resolutions were duly passed as a Special Resolution and as an Extraordinary Resolution respectively: “That the Company be wound up voluntarily, and that Roy Bailey and Martin Fishman, both of Arthur Andersen, PO Box 55, 1 Surrey Street, London WC2R 2NT, are hereby appointed Liquidators for the purpose of the voluntary liquidation of the Company and any power conferred on them by law or by this resolution may be exercised and any act required or authorised under any enactment to be done by them may be done by them jointly or by each of them alone; and the Company’s books and records be held by Fleming Investment Trust Management Limited to the order of the Liquidators of the Company until the expiry of six years after the date of dissolution of the Company, when they may be disposed of; and the remuneration of the Liquidators be fixed on the basis of time spent by them and Members of their staff in attending to matters arising prior to and during the liquidation of the Company including those falling outside of their statutory duties, undertaken at the request of the Members and that they be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine and to pay any expenses properly incurred by them in respect of the liquidation; and that the Liquidators of the Company be authorised under the provisions of section 165 of the Insolvency Act 1986 to exercise the powers laid down in Part 1 of Schedule 4 of that Act (namely, to pay all Creditors in full and to make compromises with Creditors and debts); and in accordance with the Articles of Association of the Company to divide all or such part of the surplus assets of the Company, as they shall think fit, in specie, amongst the Members of the Company.” D. A. Acland, Chairman