6 JUNE NEW ZEALAND GAZETTE 1455

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 paragraphs (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 nominees/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;