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 St John Property Investment 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 St John Property Investment Limited and Company. 2. The names, addresses, occupations and capital contributions of the general and special partners are as set forth in the Schedule hereto. 3. The business of the special partnership will be as follows: (a) To purchase the Meadowbank Shopping Centre (``the property'') from Ladstone Meadowbank Limited. (b) To lease the property to General Distributors Limited and to collect rental accordingly. 4. The principal place at which the business of the special partnership will be conducted is the registered office for the time being of St John Property Investment Limited, which at the date or registration of this certificate is Level Eight, Tower Two, Shortland Centre, 5565 Shortland Street, Auckland. 5. The special partnership commenced upon registration of the first certificate of special partnership, pursuant to section 54 of the Partnership Act 1908, and subject to the provisions of the partnership deed relating to earlier dissolutions shall terminate upon the expiry of 7 years from the date of registration of the aforesaid first certificate of special partnership. Schedule General Partner: Name and Address CapitalContribution$ St John Property Investment, a duly incorporated company having its registered office at AucklandNil Executed by St John Property Investment: G. R. PENDERGRAST, Director. D. O. PENDERGRAST, Director. Acknowledged before me: CHARLES W. LASHMAR, Justice of the Peace of 1/195 Kepa Road, Orakei, Auckland 5. Telephone: (09) 526 7956. Dated the 8th day of June 1998. Initial Special Partners: Full Name, Occupation and Address CapitalContribution$ Kenneth Roger Moses, director, 12 Fenton Circus, Orakei, Auckland5,000 Signed by the said Kenneth Roger Moses in the presence of: W. J. BARRACLOUGH, Justice of the Peace, Auckland. Dated the 8th day of June 1998. Full Name, Occupation and Address CapitalContribution$ Gary James Stevens, director, 17A Sanders Avenue, Takapuna, Auckland5,000 Signed by the said Gary James Stevens in the presence of: W. J. BARRACLOUGH, Justice of the Peace, Auckland. Dated the 8th day of June 1998.