956 NEW ZEALAND GAZETTE, No. 39 5 APRIL 2007

Dissolution of Special Partnership

In the High Court at Auckland

CIV 2007-404-1591

In the matter of Part II of the Partnership Act 1908, and
in the matter of Graffan Holdings Limited:

WHEREAS:

1. Pursuant to a Deed of Partnership dated the 31st day
   of May 2004, whereby Graffan Holdings Limited as
   General Partner (“the General Partner”) entered into a
   Deed of Partnership with the party specified in the
   Schedule (“the Special Partner”) to be constituted a
   special partnership under the provisions of Part II of
   the Partnership Act 1908 (“the Act”); and

2. Pursuant to a Certificate of Special Partnership dated
   the 1st day of June 2004 and filed in the High Court,
   filing number SP5/04, the Special Partnership
   “Graffan Holdings and Company” commenced
   (“the Special Partnership”);

3. Pursuant to clause 23 of the Deed of Partnership,
   the Special Partnership may be dissolved before the
   expiration of the period of seven years from the date
   of registration if a certificate of dissolution is filed
   with the High Court pursuant to section 62 of the Act;

4. Pursuant to section 62 of the Act, a dissolution of
   a special partnership shall not take place, except
   by operation of law, before the time specified in
   the certificate, unless a notice of such dissolution is
   signed, acknowledged, registered and published in
   like manner as the original certificate;

5. The General Partner and the Special Partner wish to
   dissolve the Special Partnership; and

6. The time specified in the certificate has not yet arrived;

TAKE NOTICE THAT:

7. Pursuant to section 62 of the Partnership Act 1908,
   the General Partner and the Special Partner of the
   partnership hereby dissolve the Special Partnership.

8. The General Partner will advertise the dissolution of
   the Special Partnership in the same manner as the
   advertisement of the original certificate.

Schedule

General Partner

Execution Signed by:
KAREN MARSHALL, Director.

Acknowledged before me this 22nd day of March 2007.

DAVID GROVE, J.P.

Special Partner

Execution Signed by:
KAREN MARSHALL, Director.

Acknowledged before me this 22nd day of March 2007.

DAVID GROVE, J.P.

Certificate of Special Partnership

In the High Court of New Zealand, Auckland Registry

CIV-2007-404-1649

In the matter of Part II of the Partnership Act 1908, and
in the matter of Healthy Food Guide International Limited and Company:

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

1. The name of the Special Partnership is Healthy Food Guide International Limited and Company.

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

3. The objects of the partnership are:

(a) to establish, develop and carry on the business
of holding the worldwide intellectual property,
excepting in the territories of Australia and
New Zealand of the Healthy Food Media Group,
and to undertake and carry out all other things
which, in the opinion of the General Partner and
the Special Partners, may be conveniently or
profitably undertaken by the partnership, whether
or not such things shall be similar in nature to the
above object and whether or not the partnership is
engaged in the above object;

(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; and

(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 or such other place as determined
   by the General Partner from time to time.

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 partnership relating to earlier dissolution, shall
   terminate upon the expiry of seven years from the
   date of registration of this certificate.

Schedule

General Partner

Execution:
PHIL RYAN, Director, Healthy Food Guide International Limited.

Acknowledged before me this 2nd day of March 2007:

AUDREY EVANS, J.P.

Special Partners

Execution:
TRUSTEES FOR THE PR BUSINESS TRUST.

Acknowledged before me this 2nd day of March 2007:

AUDREY EVANS, J.P.