6 JUNE NEW ZEALAND GAZETTE 1453

Sunrise Carpets Limited

Notice of Ceasing to Carrying on of Business in New Zealand

Notice is hereby given in pursuance of section 318 (1) (d) of the Companies Act 1993, that Sunrise Carpets Limited, a company incorporated in Auckland in March 1995, intends to cease to carry on business in New Zealand as from 1 September 1996.

Dated this 30th day of May 1996.

WILSON McKAY & CO., Solicitors for the Company.

cc3565

Dusey Holdings Pty Limited

Notice of Ceasing to Carrying on of Business in New Zealand

Notice is hereby given in pursuance of section 341 (1) (a) of the Companies Act 1993, that Dusey Holdings Pty Limited, a company incorporated in Australia, but having a place in New Zealand at Auckland, intends to cease to have a place of business in New Zealand as from 1 September 1996.

Dated this 30th day of May 1996.

WILSON McKAY & CO., Solicitors for the Company.

cc3566

ALTERATION OF MEMORANDUM OF ASSOCIATION

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 or restricted):

(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 the proviso in 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’