27 JANUARY 2005

NEW ZEALAND GAZETTE, No. 30

2. The names, addresses and capital contributions of the General Partner and Special Partner are as set forth in the Schedule hereto.

3. The objects of the partnership are:

(a) To establish and carry on in Auckland and elsewhere business as a holder of shares in limited liability companies and to undertake and carry out all other things which, in the opinion of the General Partner and the Special Partner, may be conveniently or profitably undertaken by the partnership, whether or not such things shall be similar in nature to the above object ("the partnership business").

(b) To purchase, lease, take on hire or by any other means acquire any real or personal property, any rights, licences, privileges or easements which the partnership may think necessary or convenient for the purposes of the partnership business.

(c) To manage, maintain, develop, exchange, mortgage, lease, sell or otherwise deal with or dispose of all or any part of the property and rights of the partnership.

4. The principal place from which the partnership business will be conducted is the registered office of the General Partner.

5. The partnership shall commence upon registration of this certificate, pursuant to section 54 of the Partnership Act 1908, and, subject to the provisions of the deed of participation relating to earlier dissolution, shall terminate upon the expiry of seven years from the date of registration of this certificate.

Schedule

General Partner

Execution Signed by:
GEOFFREY CONE, Director.

Acknowledged before me this 8th day of January 2005:
A. GLYN FELL, Justice of the Peace.

Special Partner

Execution Signed by:
GEOFFREY CONE, Authorised Signatory.

Acknowledged before me this 8th day of January 2005:
A. GLYN FELL, Justice of the Peace.

pn415

Certificate of Special Partnership

In the High Court at Auckland

No.: SP 5/05

In the matter of Part II of the Partnership Act 1908, and in the matter of Queensberry Holdings No 3 Limited and Company (trading as the Morando Partners):

It is hereby certified, pursuant to section 51 of the Partnership Act 1908, that:

1. The name of the special partnership is Queensberry Holdings No 3 Limited and Company (trading as the Morando Partners).

2. The names, addresses and capital contributions of the General Partner and Special Partner are as set forth in the Schedule hereto.

3. The objects of the partnership are:

(a) To establish and carry on in Auckland and elsewhere business as a holder of shares in limited liability companies and to undertake and carry out all other things which, in the opinion of the General Partner and the Special Partner, may be conveniently or profitably undertaken by the partnership, whether or not such things shall be similar in nature to the above object ("the partnership business").

(b) To purchase, lease, take on hire or by any other means acquire any real or personal property, any rights, licences, privileges or easements which the partnership may think necessary or convenient for the purposes of the partnership business.

(c) To manage, maintain, develop, exchange, mortgage, lease, sell or otherwise deal with or dispose of all or any part of the property and rights of the partnership.

4. The principal place from which the partnership business will be conducted is the registered office of the General Partner.

5. The partnership shall commence upon registration of this certificate, pursuant to section 54 of the Partnership Act 1908, and, subject to the provisions of the deed of participation relating to earlier dissolution, shall terminate upon the expiry of seven years from the date of registration of this certificate.

Schedule

General Partner

Execution Signed by:
GEOFFREY CONE, Director.

Acknowledged before me this 8th day of January 2005:
A. GLYN FELL, Justice of the Peace.

Special Partner

Execution Signed by:
GEOFFREY CONE, Authorised Signatory.

Acknowledged before me this 8th day of January 2005:
A. GLYN FELL, Justice of the Peace.

pn416

Certificate of Special Partnership

In the High Court at Auckland

No.: SP 6/05

In the matter of Part II of the Partnership Act 1908, and in the matter of Queensberry Holdings No 4 Limited and Company (trading as the Lilas Partners):