Certificate of Special Partnership In the matter of Part II of the Partnership Act 1908, and in the matter of Paragon Planning 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 Paragon Planning 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 and carry on in Auckland and elsewhere business as the provider of financial planning advice 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 (the ``partnership business''). (b) To purchase, lease, take on hire or by any other means acquire any real or personal property and 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 (being 14 November 1996) and, subject to the provisions in the deed of partnership relating to earlier dissolution, shall terminate upon the expiry of 7 years from the date of registration of this certificate. Schedule General Partner Name and Address CapitalContribution$ Paragon Planning Limited, having its registered office at 17 Anzac Street, Takapuna, AucklandNil B. MAYO-SMITH, Director. I. MASSON, Director. Acknowledged by me: W. G. WHITE, Justice of the Peace, Auckland. Special Partners Names and Address CapitalContributions$ Ian Andrew Masson of 7 Morrison Avenue, Devonport, Auckland6.00 Brian Mayo-Smith of 28 Codrington Crescent, Mission Bay, Auckland6.00 B. MAYO-SMITH. I. MASSON. Acknowledged by me: W. G. WHITE, Justice of the Peace, Auckland.