DEBENTURE TRUST DEED PURPOSE OF REPORT ...

SECOND SCHEDULE
MEETINGS OF STOCKHOLDERS
1. Definitions: In this Schedule the expression Extraordinary Resolution means a
resolution:
1.1 passed at a duly convened meeting (including an adjourned meeting) of
Stockholders by a majority consisting of not less than three-fourths of the
persons voting thereat upon a show of hands or, if a poll is duly
demanded, by a majority consisting of not less than three-fourths of the
votes given on such poll; or
1.2 in writing signed by at least three-fourths in number of the persons
having the right to vote on that resolution, having in the aggregate at
least three-fourths in nominal amount of the Stock giving the right to vote
at a meeting of Stockholders, provided that the person or persons
promoting that resolution have given the Trustee, the Council and the
Stockholders at least three business days' prior notice of the proposed
resolution.
2. Convening of Meetings:
2.1 The Trustee or the Council may at any time of their own volition convene
a meeting of the Stockholders.
2.2 The Council shall whenever required to do so by law convene a meeting
of the Stockholders.
2.3 (a) The Trustee shall at the request in writing of any two Holders of
Security Stock or of Stockholders holding not less than 10%
in nominal amount of the Stock (other than Security Stock)
convene a meeting of the Stockholders.
(b) Any such request shall state the nature of the business
proposed to be dealt with at the meeting.
2.4 Notwithstanding the provisions of paragraph 2.3(a), the Trustee shall not
be obliged to convene a meeting of Stockholders pursuant to such
provisions until it has been indemnified to its reasonable satisfaction
against all reasonable costs and expenses to be thereby incurred.
2.5 For the purpose of enabling the Trustee to satisfy itself as to the validity
of a request by the Stockholders pursuant to paragraph 2.3(a) the
Council will ensure that the Trustee has full access to the Register
whether such Register shall for the time being be closed or not.
3. Place of Meetings: Each meeting shall be held in Wellington or at such other place
as the Trustee determines or approves with the consent of the Council.
4. Notice of Meetings:
4.1 At least five business days before the Council gives notice of a meeting it
shall advise the Trustee in writing of the intended place, day and hour
thereof and the precise nature of the business to be transacted thereat
and shall obtain the prior approval in writing of the Trustee to the