Certificate of Special Partnership It is hereby certified pursuant to section 51 of the Partnership Act 1908 (``Act'') that HCSC Management Limited and Company has been formed as a special partnership, pursuant to Part II of the Act as follows: 1. Names, Addresses and Capital Contributions of the General Partners and Special Partners: General Partner Address Capital Contribution HCSC Management Limited 106 Carlton Gore Road, Newmarket, Auckland Nil Special Partners Address Capital Contribution Woodland Construction Limited 106 Carlton Gore Road, Newmarket Auckland $1 Woodland Group Limited 106 Carlton Gore Road, Newmarket Auckland $1 $2 2. Partnership Business: To establish and carry on the business of managing the retail property known as the Hamilton Central Shopping Centre situated at Bryce Street, Hamilton and to undertake or carry on any other ancillary or incidental activity or business. 3. Principal Place of Business: The registered office of the General Partner, 106 Carlton Gore Road, Newmarket, Auckland. 4. Term of the Partnership: The term of the partnership shall commence on the date of registration of this certificate in accordance with 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 7 years from the date of registration of this certificate or, 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. Dated this 10th day of November 1994. Execution By Partners: HCSC Management Limited, Woodland Construction Limited and Woodland Group Limited. Acknowledged in the Presence of: S. A. MOBBS, Justice of the Peace, Auckland.