NEW ZEALAND GAZETTE

No. 132

property known as No 1 Queen Street Auckland,
such sum to be secured by a second registered
mortgage over the same property; and

(ii) secondly an amount of $5,850,000.00 will be
invested by way of an advance to Britomart
Point Supermarket Limited, the vendor of the
supermarket site which is being purchased by
the partnership at an interest rate of 9% per
annum payable calendar monthly in arrears, the
principal sum to be secured by way of a second
mortgage over the title to the supermarket
property.

The funds would initially be placed on deposit
at Westpac in JACOMNZ’s name on the date
when the second advance is due for payment or
earlier by mutual agreement, and released to the
vendor:

(a) upon receipt of a satisfactory construction
certification, such certification to be on a
cost to complete basis;

(b) upon a separate title having been issued for
the supermarket site;

(c) upon Westpac agreeing to limit its priority
under its first mortgage to $14,800,000.00
plus interest and costs; and

(d) upon completion of suitable second
mortgage documentation.

Interest earned while the sum is on deposit at
Westpac will form part of the 9% payable by
the vendor.

For the sake of clarity, the vendor will pay
interest on the second advance monies from the
date of payment at the rate of 9% per annum
whether or not the funds have been invested in
the second mortgage secured over the Foodtown
site or placed on deposit at Westpac pending
release pursuant to the terms of the proposed
second mortgage.\n
BOTH ADVANCES WILL ONLY BE MADE
IF THE GENERAL PARTNER IS SATISFIED
WITH THE SECURITY OFFERED.

If the security does not satisfy the General
Partner, then the total amount of $10,850,000.00
will be invested at the best possible rate with a
registered bank (as that term is defined in the
Reserve Bank of New Zealand Act).

If the bank investment fails to produce the 9%
interest rate required by the purchaser under the
Agreement for Sale and Purchase in respect to
the Foodtown site, the vendor will reimburse
one-half of the shortfall to JACOMNZ Limited
monthly and in arrears. JACOMNZ will make
up the difference so that the special partner
receives the targeted income of 8% per annum;
and

(iii) upon completion of the development, purchase
the building and carparks to be known as
Foodtown Auckland City Supermarket, currently
under construction on a site at the corner of
Quay and Tangihua Streets, Auckland City,
New Zealand.

4. The principal place at which the business of the
   partnership shall be situated is at JACOMNZ Limited,
   care of Takeshi Kato, 11 Beresford Street, Bayswater,
   Auckland.

5. The partnership will commence business upon
   registration of this certificate. The partnership shall
   terminate after seven years or at such other time as the
   Partnership Deed allows.

Schedule

General Partner

Signed by the directors of JACOMNZ Limited:
CHRISTOPHER DOUGLAS WILEY and TAKESHI KATO.

Acknowledged Before Me:
ROBERT A. JAY, J.P., North Shore City.

Special Partner

Signed by the Special Partner:
TAKESHI KATO.

Acknowledged Before Me:
ROBERT A. JAY, J.P., North Shore City.

Deloitte Touche Tohmatsu

Notice of New Partner Admissions

This notice appears as a matter of record.
The following persons have joined the partnership:

Effective 10 December 2002:
Michael Horne.

Effective 1 June 2003:
Andrew Button.
Darren White.

Effective 1 September 2003:
Thorsten Engel.
Matthew Hitch.
Wendy Lai.
Jacobus Scholtz.

OTHER

Notice of Conversion of New Zealand Wool Board into a Company

In accordance with section 8 of the Wool Industry Restructuring Act 2003, Wool Board Disestablishment Company Limited gives notice that the New Zealand Wool Board converted into Wool Board Disestablishment Company Limited, a limited liability company incorporated under the Companies Act 1993, on the 15th day of September 2003.

Dated this 15th day of September 2003.

WOOL BOARD DISESTABLISHMENT COMPANY LIMITED.