2 BUSINESS OF THE MEETING

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1 (the "Company") Minutes of a meeting of the board of directors of the Company held at "Meeting"). Present on (the ("Chairman") In attendance 1 QUORUM AND NOTICE 1.1 It was resolved to appoint as Chairman of the Meeting. 1.2 The Chairman reported that a quorum was present and that due notice of the Meeting had been properly given to all directors of the Company and that the Meeting had been duly convened. 1.3 The directors noted that they were aware of the need to consider their general duties including but not limited to those set out in the Companies Act 2006 (the "Act") and, in particular, their duty to promote the success of the Company for the benefit of its members as a whole, having regard (amongst other matters) to the factors set out in section 172(1) of the Act. The directors must have formed the bona fide opinion that it is of commercial benefit to, and in the best interests of, the Company to enter into the Facility Documents (as defined below) and that the entering into of the Facility Documents is for the purpose of carrying on the Company's business. 1.4 The Chairman noted that unless otherwise stated or expressly defined in Appendix A or elsewhere in these minutes, capitalised terms defined in the Facility Letter have the same meanings when spoken at the Meeting and referred to in these minutes. 2 BUSINESS OF THE MEETING The Chairman reported that the purpose of the meeting was to consider, and if thought fit, authorise, confirm, ratify and approve: the Company's entry into certain Facility Documents (as defined below) required by Bank of Cyprus UK Limited (the "Lender"); and the giving of security, guarantees and other financial support by the Company, in accordance with the Lender's commitment to finance the Purpose (as defined in the Facility Letter) (the "Transaction"). Bank of Cyprus UK, Page 1 of 5

2 3 Declarations of interest 3.1 The directors present at the Meeting declared their interests in the matters to be discussed at the Meeting and each such declaration was taken as sufficient for the purposes of the Company s articles of association and sections 177 and 182 of the Act. 3.2 It was noted that, under the articles of association of the Company, each director present was entitled to vote on the business to be transacted at the meeting and be counted towards the quorum present, notwithstanding any interest in the proposed Transaction, provided that the same had been disclosed to the board as required by section 177 of the Act. 4 FACILITY DOCUMENTS Copies of the each of the documents listed in Appendix A hereto to which the Company is or is intended to be a party (the "Facility Documents") were produced to the meeting. 5 CONSIDERATION OF FACILITY DOCUMENTS The Chairman reminded the directors present that they must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and in doing so they must have regard (among other things) to the factors referred to in section 172(1) of the Act in each case insofar as they consider those factors likely to be affected by or otherwise relevant to entering into the Facility Documents. 6 APPROVAL OF FACILITY DOCUMENTS Accordingly, after due and careful consideration, it was unanimously resolved that: (c) (d) (e) (f) the Transaction be and hereby is approved; each copy document relating to the Company attached to these minutes and/ or supplied (i) pursuant to Schedule 1 (Drawdown Conditions) of Schedule 1 (Conditions for Commercial Facilities) of the Facility Letter, and (ii) as a Specific Condition under the Facility Letter, which relates to the Company is correct, complete and in full force and effect and has not been amended, varied, novated, supplemented, superseded or terminated as at the date of these minutes; the execution and delivery by the Company of each of the Facility Documents (to which it is a party) and the performance of its obligations under each of the Facility Documents (to which it is a party) is approved; any one director of the Company is authorised and instructed to execute and deliver such of the Facility Documents (to which it is a party) requiring execution under hand; any two directors of the Company or any one director and the secretary of the Company or any one director in the presence of a witness, are authorised to execute and deliver any of the Facility Documents (to which it is a party) requiring execution as a deed (including, if so required, by witnessing the affixation of the Company's seal to any such Facility Documents); and any of the person or persons authorised pursuant to paragraphs 6(d) and 6(e) above (each an "Authorised Signatory") shall attach their specimen signature at Appendix B and is severally authorised to: (i) (ii) do all acts and things so as to carry into effect the purposes of the resolutions referred to in these minutes; give or execute any or all notices, communications, or other Facility Documents on behalf of the Company pursuant to or in connection with Bank of Cyprus UK, Page 2 of 5

3 (iii) (iv) 7 FILINGS AND REGISTRATIONS each of the Facility Documents or the transactions contemplated by them; substitute any new Authorised Signatory and/or appoint any additional Authorised Signatory; and agree such amendments, variations or modifications to any or all of the Facility Documents or such notices, communications or other documents as such Authorised Signatory may (in his absolute discretion) think fit (such discretion being evidenced by that Authorised Signatory's execution of such document). It was resolved to attend to the necessary filings and to make all necessary entries in the Company's statutory books to reflect the business transacted at the meeting. 8 CHAIRMAN'S CERTIFICATION Accordingly, after due and careful consideration, it was unanimously resolved that: (c) (d) (e) 9 CLOSE OF MEETING the borrowing or guaranteeing or securing, as appropriate, of the Facility Amount (as defined in the Facility Letter) would not cause any borrowing, guarantee, security or similar limit binding on such the Company to be exceeded; no material adverse change has occurred in the business, assets or financial condition of the Company since the date of the Facility Letter; each copy document relating to the Company specified as a Drawdown Condition is correct, complete and in full force and effect as at a date no earlier than the date of the Facility Letter; the signatories whose specimen signatures appear at Appendix B below are duly elected, qualified and acting directors or the secretary of the Company and are authorised to sign and execute the Facility Documents and related documents to which the Company is a party and to give any instructions, notices or certificates required in connection therewith; and the foregoing is a true extract / copy of the minutes referred to herein. There being no further business, the Chairman declared the meeting closed. Chairman of the Meeting Bank of Cyprus UK, Page 3 of 5

4 Appendix A Facility Documents all notices required to be sent under the relevant Security Documents; and all share certificates, notices, undertakings to register and stock transfer forms (or equivalent) to be executed by the Company in relation to the assets subject to or expressed to be subject to the Security Documents. Bank of Cyprus UK, Page 4 of 5

5 Appendix B Specimen Signatures Name Specimen Signature Bank of Cyprus UK, Page 5 of 5