Mortgage Corporation of New Zealand 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 Limited (the ``company'') will be held at the offices of Chapman Tripp Sheffield Young, Level 6, AMP Centre, Grey Street, Wellington at 10.00 a.m. on Friday, the 7th day of June 1996 at which it is intended to propose (agreement to be first 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) renumbering paragraphs 6 (e) and 6 (f) as paragraphs 6 (g) and 6 (h) respectively, and (ii) by inserting the following new paragraphs 6 (e) and 6 (f), namely: `(e) notwithstanding anything contained in paragraphs (a) to (d) (inclusive) above (but such that, to the maximum extent consistent with the matters authorised in or by virtue of this paragraph (e) and paragraph (f) below, paragraphs (a) to (d) above shall not be in any way limited): (i) the sale, transfer and/or other disposition (as the case may require) of the company's assets including, without limitation, its portfolio of real estate mortgages, associated collateral securities and intellectual property rights, books, records and information; and (ii) the transfer, assignment, novation, amendment, repayment, modification, cancellation and/or termination (as the case may require) of all or any of, or the company's rights and obligations in respect of, the transactions, documents and/or arrangements to which the company is or may become a party; and (iii) the acquisition and holding and administration from time to time of bonds, notes, deposits and other debt securities in substitution for the assets sold, transferred and/or otherwise disposed of as contemplated by subparagraph (i) above, the holding and investment of funds derived therefrom, and the servicing, repayment and management of the company's debt funding; and (iv) all other activities, matters and things necessary in respect of, or connected with, the matters authorised in or by virtue of this paragraph (e) and/or paragraph (f) below; and (v) the entry into and performance of all other transactions, documents and/or arrangements, and the entry into, acquisition and/or disposition of any ancillary rights and/or obligations in respect of the documents or arrangements referred to in paragraphs (b) and (d) (including as those documents or arrangements may be modified in accordance with any of the documents, transactions or arrangements required or contemplated under paragraph (f) below), in each case, but without limiting paragraph (f) below, as required or contemplated by the documents or arrangements referred to in paragraph (f) (i) and (f) (ii) below and the transactions referred to therein, but subject to satisfaction of the proviso to each of paragraphs f (i) and f (ii) below; (f) the entry into, execution, issue, delivery and performance from time to time of all or any of the following contracts or arrangements (provided that the contracts or arrangements referred to in any of paragraphs (f) (iii) to (f) (xiv), shall be contemplated by or associated with the transactions and arrangements contemplated by or associated with the contracts or arrangements in paragraphs (f) (i) and (f) (ii) below) but subject to satisfaction of the proviso to each of paragraphs f (i) and f (ii) below: (i) a deed of agreement relating to the sale and purchase of assets in, and the assignment of rights held by, the company, entered into, or to be entered into, between the company, Fay, Richwhite & Company Limited and Westpac Holdings -NZ- Limited (and/or its nominee/s), and all documents required to be given, made or entered into thereunder, provided that the New Zealand Guardian Trust Company Limited has given written confirmation that such deed and the transactions and arrangements contemplated thereby or associated therewith shall first have been authorised and approved by extraordinary resolution of the holders of stock issued by the company under the trust deed referred to in paragraph (b) (iii) above, and any conditions to such authorisation and approval shall have been satisfied; (ii) a supplemental trust deed, to be entered into between the company and the New Zealand Guardian Trust Company Limited, amending the trust deed dated 24 July 1992 (and referred to in paragraph (b) (iii) above), provided that the New Zealand Guardian Trust Company Limited has given written confirmation that such supplemental trust deed and the transactions and arrangements contemplated thereby shall first have been authorised and approved by extraordinary resolution of the holders of stock issued by the company under the trust deed referred to in paragraph (b) (iv) above, and any conditions to such authorisation and approval shall have been satisfied; (iii) one or more deeds, agreements and/or other documents to be entered into by the company in respect of the bonds, notes, deposits and/or other debt securities comprising the defeasance securities (as defined in the supplemental trust deed referred to in paragraph (f) (ii) above) to be acquired by the company; (iv) one or more deeds, agreements and/or other documents to be entered into between the company, Fay, Richwhite & Company Limited, Housing Corporation of New Zealand, Her Majesty the Queen in Right of New Zealand and/or Westpac Holdings -NZ- Limited (and/or its nominee/s), in respect of the modification, assignment and/or novation (as the case may require) of each of the mortgage acquisition agreement and the transition agreement (referred to in paragraph (b) (i) above), including the transfer certificate and deed of assignment referred to therein, each dated 27 July 1992 (and including the supplemental agreement between the parties thereto dated 3 September 1992), and the acquisition assignment agreement dated 24 July 1992 (and referred to in paragraph (b) (ii) above); (v) one or more deeds, agreements and/or other documents to be entered into between the company, Fay, Richwhite (New Zealand) Limited, the New Zealand Guardian Trust Company Limited, Admin. Co. Limited, Mortgage Services Limited and/or Westpac Holdings -NZ- Limited (and/or its nominee/s), in respect of the modification, assignment and/or novation of the administration agreement dated 31 March 1995 (and referred to in paragraph (d) (iii) above); (vi) one or more deeds, agreements and/or other documents to be entered into between the company and ANZ Banking Group (New Zealand) Limited, amending and/or confirming certain matters in respect of the interest rate exchange agreement dated 24 July 1992 (contemplated by paragraph (b) (vii) above); (vii) one or more deeds, agreements and/or other documents to be entered into between the company and ANZ Banking Group (New Zealand) Limited, amending the guaranteed rate investment facility agreement dated 24 July 1992 (contemplated by paragraph (b) (vi) above); (viii) one or more deeds, agreements and/or other documents to be entered into between the company and Reserve Bank of New Zealand, amending the agency agreement dated 24 July 1992 (contemplated by paragraph (b) (ix) above); (ix) one or more deeds, agreements and/or other documents (to be in a form agreed to and authorised by the shareholders of the company) to be entered into between the company, the New Zealand Guardian Trust Company Limited and Fay, Richwhite (New Zealand) Limited, amending the subordinated debt agreement dated 24 July 1992 (contemplated by paragraph (b) (xi) above); (x) one or more deeds, agreements and/or other documents to be entered into between the company and ANZ Banking Group (New Zealand) Limited, cancelling and/or terminating the mortgage put deed dated 24 July 1992 (and referred to in paragraph (b) (xii) above); (xi) one or more deeds, agreements and/or other documents, modifying, assigning and/or novating: (a) any or all subsidy arrangements of which the company may have the benefit; and (b) all insurance policies and arrangements relating to, and any other documents and/or arrangements associated with, any of the documents or arrangements referred to in or by virtue of paragraphs (b) and (d) above (including, without limitation, the policy/ies and/or agreements with American Home Assurance Company dated 27 July 1992 and the policy/ies and/or agreements with Commercial Union Australia Mortgage Insurance Corporation Limited dated 27 July 1992 each contemplated by paragraph (b) (xiii) above); (xii) one or more deeds, agreements and/or other documents (to be in a form agreed to and authorised by the shareholders of the company) to be entered into by the company in respect of the administration and/or management of the company following the sale of the assets contemplated by the other documents referred to in this paragraph (f); (xiii) any one or more deeds, agreements and/or other documents expressly contemplated by or necessary to give effect to the matters authorised in or by virtue of paragraph (e) above and/or this paragraph (f); (xiv) all documents amending, modifying, supplementing, replacing, extending or ancillary to any of the foregoing documents or arrangements from time to time (including, without limitation, the documents and/or arrangements referred to in and/or contemplated by paragraph (b) and/or (d) above);' '' Dated this 31st day of May 1996. D. A. G. POOL, Company Secretary