The New Zealand Flower and Garden Show Limited Notice of Extraordinary General Meeting Notice is hereby given that an extraordinary general meeting of shareholders of The New Zealand Flower and Garden Show Limited will be held at KPMG Peat Marwick, 9 Princes Street, Auckland at 10 a.m. on the 22nd day of December 1993. The meeting has been called to consider, and if thought fit, to pass the following special resolution: That pursuant to sections 18 (1) (a) and 18 (1) (c) of the Companies Act 1955, the memorandum of association of the company be and is hereby altered by including the following new paragraph 5: ``For the purposes of section 15a of the Companies Act 1955 the objects of the company shall be limited to: (a) Carrying on such lawful activities as are for the benefit of The Rotary Club of Auckland Foundation (a charitable trust created by a declaration of trust dated 1 November 1993 between Peter Thomas Waterhouse as settlor and The Rotary Club of Auckland Trustee Company Limited as trustee) (the ``foundation'') and not for the private pecuniary profit of any other person (including the members of the company). (b) Holding upon trust for the foundation: (i) such of its funds as the directors of the company from time to time determine are surplus to the requirements of the company and which would otherwise be available for distribution to its members; and (ii) any surplus over the paid up capital of the company arising on its winding up or dissolution: and any exercise by the company of the rights, powers and privileges referred to in section 15a (1) of the Companies Act 1955 which is inconsistent with these objects is accordingly prohibited.'' Dated the 26th day of November 1993. By order of the board, Company Secretary.