Southern Capital Limited (``the company'') Notice of Proposed Amalgamation of Companies Notice is given, pursuant to section 221 (4) (b) of the Companies Act 1993, that the company proposes to amalgamate with CBD New Zealand Limited. Copies of the amalgamation proposal are available for inspection by any shareholder or creditor of either amalgamating company or by any other person to whom either company is under an obligation, at the registered offices of the amalgamating companies and also at the offices of Kensington Swan, Level Four, 89 The Terrace, Wellington, during normal business hours. Upon request by any shareholder or creditor of either amalgamating company, or any person to whom either company is under an obligation, a copy of the amalgamation proposal will be supplied free of charge. Dated this 24th day of May 1999. Signed on behalf of the board of directors of the company by: GRAEME WONG, Chairman.