Mortgage Corporation of New Zealand No. 2 Limited Notice of Extraordinary General Meeting Pursuant to Section 18 (5) of the Companies Act 1955 Notice is hereby given that an extraordinary general meeting of Mortgage Corporation of New Zealand No. 2 Limited (``the company''), will be held at the offices of Chapman Tripp Sheffield Young, Level Six, AMP Centre, Grey Street, Wellington at 10.30 a.m. on Monday, the 5th day of December 1994, at which it is intended to propose (agreement having been reached between all the shareholders, pursuant to section 145 (2) of the Companies Act 1955, that the following resolution may be proposed and passed at the extraordinary general meeting notwithstanding that less than 21 days clear notice has been given of the extraordinary general meeting): 1. A unanimous resolution altering the memorandum of association of the company in accordance with article 32.1 of the company's articles of association and section 18 (1) of the Companies Act 1955. The following resolution will be considered, and if thought fit, passed at the meeting: ``That the memorandum of association of the company be and hereby is altered by: (i) replacing the reference in paragraph 6 (b) (iii) to sub-paragraph `(ii)' (where it first appears) with a reference to sub-paragraph `(i)' and by replacing the later reference to sub-paragraph `(i)' with a reference to sub-paragraph `(ii)', and (ii) by renumbering paragraphs 6 (c) and 6 (d) as paragraphs 6 (e) and 6 (f) respectively, and (iii) by inserting the following new paragraphs 6 (c) and 6 (d), namely: `(c) without limiting anything contained in paragraphs (a) and (b) above, the making from time to time of further loans or other financial accommodation (collectively ``new loans'') to any of the persons who are from time to time mortgagors under the mortgages comprising the portfolio of real estate mortgages referred to in paragraph (a) (collectively the ``existing mortgages'') above, and for such purpose the origination of real estate mortgages and collateral securities additional to, and/or (for the purposes of securing the new loans thereunder) the variation of and other documentation in respect of, the existing mortgages, the entering of all other documentation and acquisition of all ancillary rights required in respect of such new loans, the holding and administration of all such mortgages, collateral securities and other rights, insuring against risks associated with any of the above, all other activities, matters and things referred to in paragraphs (a) and (b) in respect of such new loans, and all transactions and general business activities related to the foregoing, all as required or contemplated by the documents or arrangements referred to in paragraphs (b) and (d) and the transactions referred to therein; (d) the entry into, execution, issue, delivery and performance of the following contracts or arrangements which (together with the documents referred to in paragraph (b) or any amendments or supplements thereto or substitutions thereof) apply to and regulate such new loans and certain other matters: (i) a supplemental trust deed to be entered into between the company and The New Zealand Guardian Trust Company Limited, amending the trust deed, dated 28 March 1993 and referred to in paragraph (b) (iv) above; (ii) a deed of appointment of substitute administrator and modification of administration agreement to be entered into between the company, Fay, Richwhite (New Zealand) Limited, The New Zealand Guardian Trust Company Limited, and Admin. Co. Limited, modifying the administration agreement, dated 28 March 1993 and referred to in paragraph (b) (v) above; (iii) an administration agreement to be entered into between the company, Fay, Richwhite (New Zealand) Limited, The New Zealand Guardian Trust Company Limited and Admin. Co. Limited, in substitution for the administration agreement (as modified) referred to in paragraph (b) (v) above; (iv) a supplemental deed or other documentation to be entered into between the company and ANZ Banking Group (New Zealand) Limited amending the mortgage put deed dated 24 July 1992 and referred to in paragraph (b) (xii) above; (v) all insurance policies and arrangements relating to, and all other documents and arrangements required or contemplated or permitted by, any of the documents or arrangements referred to in any of the foregoing subparagraphs; (vi) all documents amending, modifying, supplementing, replacing or extending any of the foregoing documents or arrangements from time to time;' '' Dated this 28th day of November 1994. D. A. G. POOL, Company Secretary.