In the High Court of New Zealand, Auckland Registry
CIV-2007-404-6120
In the matter of Part II of the Partnership Act 1908, and
in the matter of Retailworld Resourcing Australia Limited Partnership:
It is hereby certified, pursuant to section 51 of the Partnership Act 1908, that:
1. The name of the special partnership is Retailworld Resourcing Australia Limited Partnership.
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 Australia the business of a recruitment agency that specialises in the retail sector 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, 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 in Australia and Level 4, 182 Broadway, Newmarket, Auckland, in New Zealand.
5. The partnership shall commence on 30 June 2007 and, subject to the provisions of the partnership agreement, shall terminate upon the expiry of seven years from 30 June 2007 and shall be renewable.
Schedule
General Partner
Name and Address Capital Contribution
Retailworld Resourcing Holdings Pty Limited (ACN126285943), Level 6,94 Elizabeth Street, Melbourne, Victoria, Australia $Nil
Execution:
JOHN CALDWELL, Director.
PATRICIA MCLEAN, Director.
Acknowledged Before Me:
WAYNE GRANDEMANGE, J.P.
Special Partners
Name and address Capital Contribution
Mac Trust (Trustee: Total Mac Group Limited), Level 4, 182 Broadway, Newmarket, Auckland $1.00

Execution:
PATRICIA MCLEAN, Director.
Acknowledged Before Me:
WAYNE GRANDEMANGE, J.P.
Name and address Capital Contribution
Caldwell Investments Trust (Trustee: John Caldwell Holdings Pty Ltd.), Level 6, 94 Elizabeth Street, Melbourne, Victoria, Australia $1.00
Execution:
JOHN CALDWELL, Director.
Acknowledged Before Me:
C. ST JOHN, J.P.
Name and address Capital Contribution
Whangapoua Trust (Trustees: Benjamin Harman and Bronwyn Harman), Level 4, 182 Broadway, Newmarket, Auckland $1.00
Execution:
BENJAMIN HARMAN and BRONWYN HARMAN, Trustees.
Acknowledged Before Me:
WAYNE GRANDEMANGE, J.P.