Certification of Special Partnership In the High Court of New Zealand, New Plymouth Registry In the matter of Part II of the Partnership Act 1908, and in the matter of U.T. Developments Limited and Company: It is hereby certified pursuant to sections 51 and 58 of the Partnership Act 1908 that: 1. The name of the special partnership is U.T. Developments 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 partnership will be as follows: (a) to establish and carry on in New Zealand and elsewhere the business of property acquisition, development and investment; (b) to purchase, lease, take on hire or by any other means acquire any freehold or leasehold property and rights, privileges or easements over or in respect of any property; and (c) to manage, cultivate, maintain, lease, sell or otherwise deal with or dispose of any land or buildings acquired or held by the partnership. 4. The principal place at which the business of the partnership will be conducted is from the registered office of the general partner. 5. The partnership shall be deemed formed as a special partnership upon registration of this certificate pursuant to section 54 of the Partnership Act 1908, and subject to the provisions in the partnership deed relating to earlier dissolution, shall terminate on the expiry of 7 years from the date of registration of this certificate. Schedule General Partner U.T. Developments Limited. No capital contribution. The common seal of U.T. Developments Limited was hereunto affixed in the presence of: l.s. W. L. TOWERS, Director. B. A. LEYDON, Director. Special Partners Name, Occupationand Address No. ofUnitsSubscribed Paid UpCapitalContributions$ Thomas William O'Dowd, farmer, Tempsky Road, Okaiawa3 54,000 Arthur Brown Construction Company Limited, builders, Wilson Street, Hawera2 36,000 Desmond Patrick Kelly and Kevin John Kelly, farmers, jointly, Skeet Road, R.D. 13, Hawera1 18,000 Margaret Angela Fox, widow, 62 Karaka Street, Manaia1 18,000 Barbara Avis Leydon, retired, 32 Argyle Street, Hawera1 18,000 Judith Ann Armstrong, farmer, Rodney Arthur Dennis, consultant and Paul Richard Harris, accountant, as trustees of the Judith Armstrong Family Trust, care of Eltham Road, R.D. 32, Opunake1 18,000 Duncan Albert Elliott, orchardist, 29 Whakapaki Street, Urenui1 18,000 Warren Leslie Towers, company director and Lynley Maree Towers, jointly, 16 Ararata Road, Hawera1 18,000 Robert Russell Ord, manager and Glenda Margaret Ord, married woman, jointly, 9 Quin Crescent, Hawera1 18,000 Neil John Betts and John Bernard McCarthy, trustees, jointly, care of Messrs Welsh McCarthy, High Street, Hawera1 18,000 Lynn Thomas Attrill and Betty Ness Attrill, retired, jointly, Wilson Street, Hawera1 18,000 David Harland Stanley Simpson, poultry farmer, Windsor Road, R.D. 6, Inglewood1 18,000 Betty Hazel Simpson, married woman, 11 Tawai Drive, Inglewood1 18,000 Barbara Lena Powell, law clerk, 3 Williams Avenue, Hawera1 18,000 Nancy Mildred Sutton, married woman, Wilson Road, Urenui1 18,000 Clive Lewis Cullen and Virginia Stehr Gibbs, jointly as trustees, and Peter John Filbee, accountant, care of 77 Princes Street, Hawera1 18,000 Warren Lesley Towers, company director and Simon Shera, solicitor, trustees of the U.T. Development Trust, care of 113 Princes Street, Hawera6 108,000 25 $450,000 The common seal of U.T. Developments Limited as attorney for all the above-named special partners was hereunto affixed in the presence of: l.s. W. L. TOWERS, Director. B. A. LEYDON, Director. Witnessed by: H. B. CUNNINGHAM, Justice of the Peace.