SCHEDULES

SCHEDULE 15AWRITTEN RESOLUTIONS OF PRIVATE COMPANIES

PART IIADAPTATION OF PROCEDURAL REQUIREMENTS

Article 183 (approval for payment out of capital)

6

1

The following adaptations have effect in relation to a written resolution giving approval under Article 183(2) (redemption or purchase of company's own shares out of capital).

2

Article 184(2) (resolution ineffective if passed by exercise of voting rights by member holding shares to which the resolution relates) does not apply; but for the purposes of Article 389A(1) a member holding shares to which the resolution relates shall not be regarded as a member who would be entitled to attend and vote.

3

Article 184(4) (documents to be available at meeting) does not apply, but the documents referred to in that provision must be supplied to each relevant member at or before the time at which the resolution is supplied to him for signature.