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 Southern Spars Holdings GP 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 Southern Spars Holdings GP Limited and Company.
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 Auckland, New Zealand, Nevada, United States of America and elsewhere throughout the world the business of the manufacture and sale of spars, hydraulic equipment associated with spars, and sail and spar rigging and all other products and services associated with those activities, 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 objects and whether or not the Partnership is engaged in the above objects.
(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.
(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.
(d) To borrow, grant guarantees and indemnities, make investments, hold shares in companies (whether limited or unlimited liability) and do all other things which are necessary or desirable in connection with the Partnership Business.
4. The principal place from which the Partnership Business will be conducted is 117 Pakenham Street, Auckland,
New Zealand.
5. The Partnership shall commence upon registration of this certificate, pursuant to section 54 of the Partnership Act 1908, and, subject to the provisions in the deed of participation relating to earlier dissolution or renewal, shall terminate upon the expiry of 7 years from the date of registration of this certificate.
Schedule
General Partner
Name and Address Capital Contribution Execution
Southern Spars Holdings GP Limited, a duly incorporated company having its registered office at Level Eight, 63 Albert Street, Auckland Nil Signed by Southern Spars Holdings GP Limited, by Simon Marshall Allsopp as director.
Acknowledged before me:
Signature of Justice of the Peace:
L. R. STOCKLEY, J.P. (retired) of 14 Tui Street, Torbay, North Shore City.
Special Partners
Name and Address Capital Contribution Execution
Paul Terrence Gillespie, 41A Kowhai Road, Mairangi Bay, Auckland, company director and Clive Rowan Jackson, care of Fifth Floor, West Plaza Building, corner of Albert and Fanshawe Streets, Auckland, solicitor, as trustees of the Gillespie Southern Trust. 9 $1 units Paul Terrence Gillespie, by his attorney
Mark Hauser.
Clive Rowan Jackson, by his attorney
Mark Hauser.
Paul Terrence Gillespie, 41A Kowhai Road, Mairangi Bay, Auckland, company director. 9 $1 units Paul Terrence Gillespie, by his attorney
Mark Hauser.
Mark Hauser, 45 Selbourne Road, Grey Lynn, Auckland, company director and Clive Rowan Jackson, care of Fifth Floor, West Plaza Building, corner of Albert and Fanshawe Streets, Auckland, solicitor, as trustees of the Hauser Southern Trust. 9 $1 units Mark Hauser.
Clive Rowan Jackson, by his attorney Mark Hauser.
Mark Hauser, 45 Selbourne Road, Grey Lynn, Auckland, company director. 9 $1 units Mark Hauser.
Jeffrey Desmond Hurley, 2/23 Dunedin Street, St Mary's Bay, Auckland, company director. 18 $1 units Jeffrey Desmond Hurley, by his attorney
Mark Hauser.
Martin Robert McElwee, 10 Stuart Street, Ponsonby, Auckland, manager. 4 $1 units Martin Robert McElwee, by his attorney
Mark Hauser.
Christopher Packer, Wentworth Park, R.D. 5, Hamilton, company director. 18 $1 units Christopher Packer, by his attorney Mark Hauser.
Peter Philip Vitali, 32 Hamilton Street, Herne Bay, Auckland, manager. 4 $1 units Peter Philip Vitali, by his attorney Mark Hauser.
Craig Philip Watson, 10 Stuart Street, Ponsonby, Auckland, manager. 2 $1 units Craig Philip Watson, by his attorney
Mark Hauser.
Steve Wilson, 1/93 Kowhai Road, Mairangi Bay, Auckland, company director and Clive Rowan Jackson, care of Fifth Floor, West Plaza Building, corner of Albert and Fanshawe Streets, Auckland, solicitor, as trustees of the Wilson Southern Trust. 9 $1 units Steve Wilson, by his attorney Mark Hauser.
Clive Rowan Jackson, by his attorney
Mark Hauser.
Steve Wilson, 1/93 Kowhai Road, Mairangi Bay, Auckland, company director. 9 $1 units Steve Wilson, by his attorney Mark Hauser.
Acknowledged by each of the above Special Partners before me:
Signature of Justice of the Peace:
L. R. STOCKLEY, J.P. (retired), 14 Tui Street, Torbay, North Shore City.
Dated this 24th day of June 2000.