General Meetings.

32. The first general meeting shall be held at such time not being

more than twelve months after the incorporation of the Company, and

at such place in the City of Wellington as the Board may determine.

33. Subsequent general meetings shall be held at such time and place within the City of Wellington during the month of February in each year as the Board shall appoint.

34. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extra ordinary.

35. The Board may, whenever they think fit, and they shall, upon a requisition made in writing by any number of shareholders not less than five, holding in the aggregate not less than 500 shares of the Company, convene an extraordinary general meeting.

36. Any requisition so made by the shareholders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the Company.

37. Upon the receipt of such requisition, the Board shall forthwith proceed to convene a general meeting, if they do not proceed to convene the same within twenty-one days from the date of the requisition, the requisitionists or any other shareholders holding the required number of shares may themselves convene a meeting.

38. Not less than fourteen days notice specifying the place, the time, the hour of meeting, and the purpose for which any general meeting is to be held shall be given by advertisement, or in such other manner, if any, as may be prescribed by the Board.

39. Any shareholder may submit any resolution to any general meeting of the Company, provided that he shall have caused a notice in writing containing a copy of such resolution to be left at the registered office of the Company, not less than three days before the date on which such meeting is to be held.

page break

40. No business shall be transacted at any meeting, except the declaration of a dividend, unless a quorum of shareholders is present at the commencement of such business, and such quorum shall consist of not less than fifteen shareholders.

41. If within half an hour from the time appointed for the meeting a quorum of shareholders is not present, the meeting if convened upon the requisition of the shareholders shall be dissolved. In any other case it shall stand adjourned to the following day at the same time and place, and if at such adjourned meeting the required number of shareholders is not present, it shall be adjourned sine die.

42. The Chairman (if any) of the Board shall preside as Chairman at every meeting of the Company. If, however, there is no such Chairman, or if at any meeting he is not present or being present declines to take the chair, the shareholders present shall choose some one of their number to be Chairman of such meeting.

43. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

44. All questions submitted to any general meeting shall be decided by a majority of votes. At any such general meeting, if the Chairman shall declare that a motion or resolution has been carried, lost, or amended on the voices or by show of hands, the same shall be deemed to have been so carried, lost, or amended, unless a poll shall have been immediately thereupon demanded by at least five share holders, which demand with the names of the shareholders making the same, shall be entered in the minutes of the meeting.

45. If a poll is demanded in manner aforesaid, the same shall be taken in such manner at such place and at such time as the Chairman directs; and a certificate by the Chairman, under his hand, stating the result of such poll shall be conclusive evidence of the carrying or otherwise of the motion or resolution in regard to which such poll was taken.