710 NEW ZEALAND GAZETTE No. 30

PARTNERSHIP NOTICES

Certificate of Special Partnership

In the High Court of New Zealand, Auckland Registry

In the matter of Part II of the Partnership Act 1908, and in the matter of New Zealand Seed Fund Partnership Limited and Company:

It is hereby certified, pursuant to sections 51 and 58 of the Partnership Act 1908, that:

1. The name of the special partnership is New Zealand Seed Fund Partnership Limited and Company.

2. The names, addresses, occupations and capital contributions of the General Partner and Special Partners are as set out below in the Schedule.

3. The objects of the Partnership shall be the business of investing in technology based entities by providing seed and venture capital to those entities subject to the following:

   (a) Investments must be in technologies which originate from or which have been developed further in New Zealand;

   (b) At least 50% (in value) of the assets of the Partnership must be in projects originating from the University of Auckland except where insufficient suitable investments from this source are available to the Partnership, whereupon the shortfall shall be available for projects originating from other New Zealand education or research organisations;

   (c) No less than 5% of the assets of the Partnership shall be reserved for proof of projects which will be carried out prior to the formulation of any final project structure;

   (d) Investments must primarily be in the areas of biotechnology, medical devices, information systems, electronics, engineering and agricultural biotechnology;

   (e) There will be no investments in real estate (except to the extent that entities require premises and leasehold improvements), public traded securities of any type (except to the extent that they are public traded securities which have been issued to the Joint Venture as a result of or prior to the securities being tradeable by the public or as a result of a previous investment in the same entity) and projects that do not meet the above criteria;

   (f) The General partner shall conduct such other business as shall be determined by the Partnership by Special Resolution of the Special Partners; and

   (g) All Partnership business shall be conducted through the Joint Venture.

4. The principal place from which the business of the Partnership will be conducted is the registered office of the General Partner or such other place as the General Partner may decide.

5. The partnership shall commence upon registration of this certificate, pursuant to section 54 of the Partnership Act 1908, and, subject to the provisions in the Deed of Participation of the Partnership relating to earlier dissolution and renewal, shall terminate upon the expiry of 7 years from the date of registration of this certificate.

Schedule

General Partner

Name and Address Capital Contribution

New Zealand Seed Fund Partnership Limited, Seventh Floor, UniServices House, 58 Symonds Street, Auckland Nil

Special Partners

Names and Addresses Capital Contribution

Auckland UniServices Limited, Seventh Floor, UniServices House, 58 Symonds Street, Auckland $50,000

Ulysses New Zealand Investor LLC, Eighth Floor, UniServices House, 58 Symonds Street, Auckland $10

Sinclair Investments Limited, care of Accounting Software & Services Limited, Level Fourteen, Forsyth Barr House, 165 Stuart Street, Dunedin $500,000

K One W One Limited, 232B Hurstmere Road, Takapuna $4,000,000

Todd Ventures Limited, Level Twelve, The Todd Building, corner of Lambton Quay and Brandon Street, Wellington $1,000,000

Cordyline Limited, 55 Upland Road, Kelburn, Wellington $250,000

ABN-Amro Nominees Limited, Level Ten, Southpac Tower, 45 Queen Street, Auckland $250,000

Dr Peter Hunter, 31 Laurie Avenue, Parnell, Auckland $250,000

Mr Michael Peter Stiassny, care of Ferrier Hodgson & Co, Level Sixteen, Southpac Tower, 45 Queen Street, Auckland $300,000

Mr Wulf Knausenberger, 122 Puketui Valley Road, Hikuai $500,000

Mr Paul Edward Alex Baines, 12 Sefton Street, Wadestown, Wellington $300,000

Mr Malcolm David Woods and Mr Kerry Franklin Hoggard, 12 Beerehaven Road, Seatoun, Wellington $250,000

Mr Peter Francis Menzies, Mr Peter James Mahoney and Mrs Marg Anne Mahoney, 24 Hamana Street, Devonport, Auckland 1309 $450,000

Mr David Alexander Alison and Mr David John Alison, 43 Wood Street, Freemans Bay, Auckland 1001 $400,000