BROADGATE (PHASE 3) PLC

At an Extraordinary General Meeting, duly convened, and held at 10 Cornwall Terrace, Regents Park, London NW1 4QP, on 16th February 1999, the following Resolutions were duly passed, as a Special Resolution, as Ordinary Resolutions and as Extraordinary Resolutions respectively: “That the Company be wound up voluntarily, and that Roy Bailey and Martin Fishman, of Arthur Anderson, PO Box 55, 1 Surrey Street, London WC2R 2NT, be and are hereby appointed Liquidators for the purpose of winding-up the Company’s affairs and distributing its assets and that any act required or authorised under any enactment to be done by the Liquidators may be done by one or more of the persons for the time being holding the office of Liquidator; that the Liquidators fee for so acting be calculated based upon the time involved and the level of staff performing such assignments, together with reimbursement of any costs incurred by them in administering the liquidation calculated in accordance with the terms set out in the letter of engagement; that the Liquidators be and are hereby authorised to divide and distribute among the Members; in specie or in kind the whole or any part of the assets of the Company and to determine how such divisions shall be carried out as between the Members, and that the Liquidators be and are hereby authorised under the provisions of section 165(2)(a) of the Insolvency Act 1986 (“the Act”) to exercise the powers laid down in Part 1 of Schedule 4 to the Act.” S. Adam, Director