In the High Court of New Zealand, Auckland Registry
CIV-2006-404-6414
In the matter of sections 51 and 54 of the Partnership Act 1908, and in the matter of Worldwide Parking Group (UK) Limited and Company:
It is hereby certified, pursuant to section 51 of the Partnership Act 1908 (“the Act”), that:
1. The Special Partnership is named Worldwide Parking Group (UK) Limited and Company.
2. The names, addresses and capital contributions of the General Partner and Special Partner are set out in
the Schedule.
3. The general nature of the partnership business is to establish and carry on in New Zealand and elsewhere the business of entering into and holding a licence from Worldwide Parking Group Limited of certain intellectual property and to negotiate to the extent permitted by such licence the granting, supervision, termination and enforcement of sublicenses of the intellectual property to third parties and to undertake or carry on any other activity or business ancillary or incidental thereto.
4. The principal place for the conduct of the partnership business is the registered office of the General Partner.
5. The term of the partnership shall commence upon
the date of registration of this certificate, pursuant to section 54 of the Act, and shall end upon the sooner
to occur of:
(a) the registration of a certificate of dissolution, pursuant to section 62 of the Act; or
(b) the expiration of seven years from the date of registration of this certificate; or
(c) if the term of the partnership shall have been extended in accordance with sections 57 and 58 of the Act, then the expiration of the extended term.
Schedule
General Partner
Name and Address Capital Contribution
Worldwide Parking Group (UK) Limited,a duly incorporated company having its registered office care of Staples Rodway, Level Nine, Tower Centre, 45 Queen Street, Auckland $Nil
Signed by:
WILLIAM KEITH DEAN and PETER RONALD BOARDMAN.
Acknowledged before me this 19th day of October 2006:
BERTHA WRIGHT, J.P.
Special Partners
Name and Address Capital Contribution
KLD Investments Limited (as trustee ofThe Marlin Trust), 30 Bellbird Rise, Murrays Bay, Auckland $20,000.00
Signed by:
LEONIE KATHLEEN DEAN and WILLIAM KEITH DEAN.
Acknowledged before me this 19th day of October 2006:
BERTHA WRIGHT, J.P.
Name and Address Capital Contribution
Peter B Investments Limited (as trustee of The Thomas UK Trust), care of Kensington Swan, 18 Viaduct Harbour Avenue, Auckland $20,000.00
Signed by:
PETER RONALD BOARDMAN.
Acknowledged before me this 19th day of October 2006:
BERTHA WRIGHT, J.P.
Name and Address Capital Contribution
The Ross Webb Family Trust Management Company Limited (as trustee of The Raj UK Trust), care of Carley & Co, 92 Eastdale Road, Avondale, Auckland $20,000.00
Signed by:
PETER JAMES HUGH CHAMBERLAIN and ROSS NEILSON WEBB.
Acknowledged before me this 19th day of October 2006:
M. T. WILCOX, J.P.