xxxxxx 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 Limited, Koinange Street, Nairobi (“the Bank”) to grant to Sheets and Hardware
Limited (“the Company”), Associated Steel Limited and Xxxxx 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 there was an Existing Charge dated 11 th April 2000 over the
Company’s property known as L.R. No.xxxxx/1253 (“the Charged Property”) granted to the
Bank by the Company to secure the sum of Kenya Shillings Six Million Five Hundred
Thousand (K.Shs.6,500,000.00) in respect of facilities currently being afforded to the
Company by the Bank (“the Existing Facilities”). The meeting further noted that the Existing
Facilities had, at the request of the Company, been restructured and merged to form part of
the Facilities to the Group Companies.

3. The meeting also 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
Associated Steel Limited and the Company as security for the Facilities granted to the Group
Companies, together with cross company guarantees and directors’ guarantees by the
respective Group Companies.

4. 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 vary the Existing Charge to the effect that
the Existing Facilities shall be made available to the Group Companies and to create
a further charge over the Charged Property to secure the further sum of Kenya
Shillings Eight Million Five Hundred (K.Shs.8,500,000.00) making the aggregate sum
secured by the Charged Property Kenya Shillings Fifteen Million
(K.Shs.15,000,000.00) and the Directors be and are hereby authorised 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 Associated Steel Limited and Xxxxx 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