XXXXX LIMITED

DIRECTORS’ RESOLUTION

AT A MEETING OF THE BOARD OF DIRECTORS HELD AT NAIROBI

ON THE … … … DAY OF … … … … … 2001 AT … … … A.M/P.M.

PRESENT WERE:

1. The Chairman, there being a quorum present, reported that arrangements had been made
with Xxxxx Koinange Street, Nairobi (“the Bank”) to grant to Xxxxx Limited (“the
Company”), Sheets and Hardware Limited and Ramco Hardware Limited (collectively “the
Group Companies”) credit facilities not exceeding the sum of Kenya Shillings Forty Seven
Million Five Hundred Thousand (K.Shs.47,500,000.00) (“the Facilities”).

2. The meeting noted that it was (inter alia) a condition of the granting of the Facilities that the
Group Companies should create and deliver to the Bank legal charges over the properties
known as L.R.Nos.xxxxx/3472 and xxxxx/1253 registered respectively in the names of the
Company and Sheets and Hardware Limited as security for the Facilities granted to the
Group Companies, together with cross company guarantees and directors’ guarantees by the
respective group Companies.

3. The meeting carefully considered the terms and conditions of the aforementioned Letter of
Offer and IT WAS UNANIMOUSLY RESOLVED THAT:

(a) The Facilities be and are hereby approved as being in the best interests of the Company.

(b) The Directors be and are hereby authorised to create a legal charge for Kenya Shillings
Twenty Million (K.Shs.20,000,000.00) over the property known as
L.R.Nos.xxxxx/3472 registered in the name of the Company in favour of the Bank as
security for the Facilities to the Group Companies and to execute the necessary
documents as may be required by the Bank in that connection.

(c) The Directors be and are hereby authorised to guarantee the Facilities availed to the
Group Companies by granting the Bank a corporate guarantee for the sum of Kenya
Shillings Forty Seven Million Five Hundred Thousand (K.Shs.47,500,000.00) to cover
the obligations of Sheets and Hardware Limited and Ramco Hardware Limited and
the Directors be and are hereby authorised to execute the necessary documents as
may be required by the Bank in that connection.

(d) The Directors be and are hereby authorised to execute on behalf of the Company all
documents (without limitation) as may be required by the Bank in connection with
the transactions contemplated in respect of the Facilities.
The above is certified a true copy of
the Resolution of the Board of Directors

_______________________ ______________________
DIRECTOR DIRECTOR/SECRETARY