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 Limited (the ``company'') will be held at the offices of Chapman Tripp Sheffield Young, Level 6, AMP Centre, Grey Street, Wellington at 10.30 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 resolutions 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: A 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 (including paragraph (b) as altered in accordance with Part B of the unanimous resolution 1 referred to in the notice of extraordinary general meeting dated 31 May 1996) (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, the Housing Corporation mortgage portfolio (which, for the avoidance of doubt, includes the mortgages acquired pursuant to the additional mortgage acquisition and re-transfer agreement referred to in paragraph (f) (iv) below), the RML mortgage portfolio, associated collateral securities and intellectual property rights, book, 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) (xv), 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 nominees/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) (iv) above, and that 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 28 March 1993 (and referred to in paragraph (b) (iv) 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 HCNZ acquisition agreement dated 16 December 1992 (including as supplemented by the supplemental agreement between the parties thereto dated 29 March 1993), including the transfer certificate and deed of assignment referred to therein, each dated 29 March 1993, (and as referred to in paragraph (b) (i) and (iii) above), the additional mortgage acquisition and re-transfer agreement, and the transfer certificate and deeds of assignment referred to therein, each dated 23 April 1993 (and as referred to in paragraph (b) (i) (a) and (iii) (a) above), the acquisition assignment agreement dated 28 March 1993 (and referred to in paragraph (b) (iii) above), and the additional acquisition assignment and re-transfer agreement dated 23 April 1993 (and referred to in paragraph (b) (iii) (a) above); (v) one or more deeds, agreements and/or other documents to be entered into between the company, Fay, Richwhite & Company Limited, AMP Perpetual Trustee Company NZ Limited, Residential Mortgages Limited 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 RML acquisition agreement dated 26 March 1993, including the transfer certificate and deed of assignment referred to therein, each dated 29 March 1993 (and as referred to in paragraph (b) (ii), and (iii) above), and the acquisition assignment agreement dated 28 March 1993 (and referred to in paragraph (b) (iii) above); (vi) 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) and/or the administration agreement dated 29 March 1993 (and referred to second in paragraph (b) (v) 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, and the company and Banque Indosuez (and/or any other financial institution), in each case amending and/or confirming certain matters in respect of the interest rate exchange agreements each dated 28 March 1993 (contemplated by paragraph (b) (viii) above); (viii) 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 28 March 1993 (contemplated by paragraph (b) (vii) above); (ix) 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 28 March 1993 (contemplated by paragraph (b) (x) above); (x) one or more deeds agreements and/or the 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 28 March 1993 (contemplated by paragraph (b) (xii) above); (xi) 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 28 March 1993 (and referred to in paragraph (b) (xiii) above); (xii) 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 24 March 1993 (contemplated by paragraph (b) (xiv) above) and the policy/ies and/or agreements with Commercial Union Australia Mortgage Insurance Corporation Limited dated 29 March 1993 (contemplated by paragraph (b) (xv) above)); and (c) the deed between Housing Corporation of New Zealand and the company dated 28 March 1993; (xiii) 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 documents referred to in this paragraph (f); (xiv) 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 and this paragraph (f); (xv) 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);' B be and hereby is altered, with effect from (and including) 24 March 1993 and notwithstanding anything elsewhere contained in paragraph (a) or (b) above, by inserting the following new subparagraphs in paragraph (b) (to be inserted in appropriate chronological order), namely: 1 `(i) (a) for the avoidance of doubt, the additional mortgage acquisition and re-transfer agreement (the ``additional mortgage acquisition and re-transfer agreement'') dated 23 April 1993 between Housing Corporation of New Zealand, Her Majesty the Queen in Right of New Zealand, and FR & Co, which provides for the acquisition of certain Housing Corporation mortgages and associated securities and rights, and which the company enters into as transferee of FR & Co's rights as purchaser pursuant to the documents referred to in paragraph (iii) (a) below, and which is supplemental to the document referred to in paragraph (i) above;'; and 2 `(iii) (a) for the avoidance of doubt, the additional acquisition assignment and re-transfer agreement (the ``additional acquisition assignment and re-transfer agreement'') dated 23 April 1993 between the company and FR & Co, and transfer certificates and deeds of assignment (in the form scheduled to the additional mortgage acquisition and re-transfer agreement), whereby all or part of the right, title, interest and obligations of FR & Co in or to the additional mortgage acquisition and re-transfer agreement referred to in subparagraph (i) (a) above are to be assigned and transferred to the company;'; and 3 `(xx) (a) for the avoidance of doubt, all documents amending, modifying, supplementing, replacing or extending any of the foregoing documents or arrangements from time to time in connection with or associated with any of the documents and/or transactions contemplated by the documents and/or arrangements described in paragraphs (i) (a) and (iii) (a) above;'.'' 2 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, the termination of the appointment of Residential Mortgages Limited, in its capacity as the administrator of the RML mortgage portfolio, and the appointment of Admin. Co. Limited or Mortgages Services Limited upon terms and conditions substantially the same as those contained in the administration agreement referred to in paragraph (d) (iii) above, including the entering of all other documentation and acquisition of all ancillary rights required in respect of such termination; and all transactions and general business activities related to the foregoing, all as required or contemplated by the documents or arrangements referred to in paragraph (f) and the transactions referred to therein; (f) 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 the change of administrator in respect of the RML mortgage portfolio and certain other matters: (i) a deed of appointment of substitute administrator in respect of RML mortgages to be entered into between the company, Fay, Richwhite (New Zealand) Limited, the New Zealand Guardian Trust Company Limited, Admin. Co Limited, and Residential Mortgages Limited, in respect of the administration agreement dated 29 March 1993 and referred to second in paragraph (b) (v) above; (ii) one or more deeds, agreements and/or other documents modifying the administration agreement between the company, Fay, Richwhite (New Zealand) Limited, the New Zealand Guardian Trust Company Limited and Admin. Co. Limited referred to in paragraph (d) (iii) above; (iii) 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; (iv) any one or more deeds, agreements and/or 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); (v) 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);' provided that, if the unanimous resolution 1 referred to in the notice of extraordinary general meeting dated 31 May 1996 is passed and the alterations to the memorandum of association therein contained are adopted by the company, this resolution shall be read and construed so that, notwithstanding anything in Part A of unanimous resolution 1 (referred to above), existing paragraphs 6 (e) and 6 (f) shall be renumbered as paragraphs 6 (i) and 6 (j) respectively, and the following modifications shall be made to paragraphs (e) and (f) inserted by this resolution, namely: 1 paragraphs (e) and (f) shall be renumbered (g) and (h), respectively; 2 the reference in line one of paragraph (e) to `paragraphs (a) to (d)' shall be changed to read `paragraphs (a) to (f)'; and 3 the reference in the last line of paragraph (e) to `paragraph (f)' shall be changed to read `paragraph (h)'; and 4 the reference in paragraph (f) (iv) to `paragraph (e) above and/or this paragraph (f)' shall be changed to read `paragraph (g) above and/or this paragraph (h)'.'' Dated this 31st day of May 1996. D. A. G. POOL, Company Secretary.