Auckland Warriors Rugby League Limited (``the company'') Alteration of Memorandum of Association Notice is given that an extraordinary general meeting of the company will be held at the offices of the company at 1719 Beasley Avenue, Penrose, Auckland, on Sunday, the 4th day of May 1997, commencing at 10.30 a.m., for the purpose of considering and, if thought fit, passing the special resolutions detailed below: 1. That the company be authorised to apply to be registered under the Companies Act 1955 as a company limited by guarantee and having a share capital. 2. That the company's memorandum of association be altered by adding the following new clause 5: ``The share capital of the company shall consist of $100 divided into 100 shares of $1.00 each.''. 3. That the company's articles of association be altered as follows: (a) By deleting the definition of ``ordinary member'' in article 1 and replacing it with the following: `` `Ordinary member' has the meaning given to that term in article 2A.(a);''; (b) By inserting the following new article 1A. immediately following article 1: ``Regulations 247 of Table A set out in the Third Schedule to the Act shall be deemed to be incorporated in these articles and shall apply to the company.''; (c) By deleting article 2.2 and replacing it with the following new article 2.2: ``The subscribers of the memorandum of association, the holders of shares issued by the company and such other persons as the directors shall admit to membership from time to time shall be members of the company.''; and (d) By deleting article 2A.(a) and replacing it with the following new clause 2A.(a): ``Ordinary members of the company - being: (i) persons who (subject to article 3.3) are directors of the company and who have made an application for membership in the prescribed form and who have been admitted as ordinary members of the company by the directors in accordance with these articles; and/or (ii) persons who hold shares in the company.''. This extraordinary general meeting is not open to members of the public. By order of the board. GERALD RYAN, Chairman.