INTRODUCTION

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1. Name and Registered Office

1.1 Name: The name of the Association is "Kensington Park Residents' Association Incorporated". 1.2 Registered office: The registered office of the Association is at 145 Manukau Rd, Epsom, Auckland 1023 or such other place as the Committee decides from time to time.

2. Definitions andInterpretation 2.1 Definitions: In this document, unless the context otherwise requires: 2.1.1 Act means the Incorporated Societies Act 1908;

2.1.2 Annual General Meeting means an annual general meeting of the Association, convened and conducted in accordance with this Constitution. 2.1.3 Association means the Kensington Park Residents' Association Incorporated, an incorporated society registered under the Act.

2.1.4 Authority means any local body government or other authority having jurisdiction or authority over or in respect of any part of Kensington Park or its use. 2.1.5 Body Corporate means anybody corporate resulting from the subdivision of any part of the Land under the Unit Titles Act 1972. 2.1.6 Bylaws means bylaws made by the Association from time to time under rule 4.1. 2.1.7 Capital Improvements means expenditure in respect of the Common Facilities relating to; 2.1.7.1 new capital additions; or 2.1.7.2 structural repairs, replacements, substantial renewal; or 2.1.7.3 periodic maintenance where the frequency of expenditure is not less than 12 months. 2.1.8 Committee means the committee of the Association established in accordance with this Constitution in order to manage the affairs of the Association. 2.1.9 Commercial Member means a Member whose Property is designated to be used for commercial purposes at Kensington Park by an instrument on the Owner's Title or is reasonably determined by the Association to be, or as being, used primarily for commercial purposes at Kensington Park. 2.1.10 Common Facilities means all land, natural features, buildings, structures, plant, equipment, facilities, services and other amenities associated with Kensington Park owned (whether directly or indirectly), leased, licensed, maintained or otherwise held, levied or operated in whole or in part by the Association from time to time including those facilities from time to time transferred to the Association by the Developer, by any other company which is directly or indirectly controlled by the Developer, or by any company of which the Developer is a subsidiary (whether directly or indirectly), including: 2.1.10.1 any walkways through Kensington Park (whether public or private); 2.1.10.2 the landscaping of the Land, the road verges and entranceways and those areas in Kensington Park which are planted out or covered in trees, shrubs or natural ground cover material; ` Version Date 18/12/20 Constitution Page 5 of 65 2.1.10.3 the fencing, retaining walls, gates, screening walls, seating, signs, stairs, exterior lighting fixtures, and similar external hard landscape items; 2.1.10.4 the playgrounds, swimming pools, fields, parks, associated equipment and any other facilities (including land and buildings); 2.1.10.5 the water, energy and telecommunications reticulation systems and their associated pipelines, transformers, switches, lines, cables, ducting, pumps, wells, tanks and related equipment, not otherwise the responsibility of the local authority or a third party utility supplier, from the points of entry of supply to the Land or the points of demarcation with any third party supplier, to the point of entry into a Property; 2.1.10.6 the signage and directory boards at the main entrance ways to Kensington Park; 2.1.10.7 such other facilities serving Kensington Park which, by the passing of a Special Resolution, the Members resolve should be under the control and direction of the Association. 2.1.11 Constitution means the rules and constitution of the Association and any amendments, regulations or bylaws in effect pursuant to thisConstitution. 2.1.12 Design Controls means the design controls, procedures and guidelines that form part of the Bylaws. 2.1.13 Design Review Board means the board from time to time appointed under rule 18.1 to consider design approval applications by Members. 2.1.14 Developer means Kensington Park Holdings Limited and its transferees and assigns. 2.1.15 Development Period means a period which has commenced and which will end twelve (12) months after the development of Kensington Park is complete and the Developer no longer retains any material interest therein as a land developer. For the purposes of this definition, Kensington Park will be deemed complete upon the issue of the last certificate(s) of title for all Properties intended to be constructed by the Developer within Kensington Park. 2.1.16 Encumbrance means the encumbrance in favour of the Association noted or to be noted against each Owner's Title. 2.1.17 Exemption Notice means the Securities Act (Kensington Park Properties Limited) Exemption Notice (No 2007/26). 2.1.18 Facility Expenses means in each Financial Year the total sum of all rates, taxes, payments, costs, liabilities and expenses incurred by the Association, and which have been properly and reasonably assessed and paid (or assessable and payable) or otherwise incurred: 2.1.18.1 in respect of the Common Facilities and the operation of the Association, including the cost of Capital Improvements; 2.1.18.2 in the operation of the Association (including the Management Fees and Management Expenses as defined in the Management Agreement); 2.1.18.3 in the administration and enforcement of a scheme for the provision of services, benefits and facilities to theProperties; 2.1.18.4 and will include (without limitation) the following: 2.1.18.4.1 all rates levied by any Authority which are at any time levied upon the Common Facilities or upon the Association in respect of the Association's interest in the Common Facilities or are paid or payable by the Association as a result of the receipt of any money under this Constitution; ` Version Date 18/12/20 Constitution Page 6 of 65 2.1.18.4.2 all premiums and costs payable by the Association in respect of all policies of insurance effected on the Common Facilities for sums insured up to their full replacement value or, at the option of the Association, to their full value on an indemnity covered basis against loss, damage or destruction by such risks as the Association may deem necessary or desirable, including consequential loss and public risk liability; 2.1.18.4.3 the cost of operating, supplying, servicing, maintaining, inspecting, testing and repairing all and services from time to time provided to the Owners, the Properties or generally at Kensington Park, including watering equipment and systems, any water features, communications, equipment and systems (including telephone, cable television and satellite television equipment and systems), fire-fighting and protection equipment and systems, emergency or other alarm services or systems, security and monitoring services and systems; electrical and plumbing services, waste and rubbish compression and disposal systems and the plant and equipment required for any of such or other services and systems; 2.1.18.4.4 all charges for lighting, gas and power, and all other forms of energy incurred by the Association in connection with the Common Facilities, and other services or requirements furnished or supplied to the Common Facilities for the general benefit or purposes of the Common Facilities, including maintenance costs of lighting and power systems and equipment; 2.1.18.4.5 all sanitation costs in respect of Kensington Park, including the costs of the removal and disposal of all waste and garbage from all properties contained in Kensington Park; 2.1.18.4.6 all costs for the provision, at intervals deemed appropriate by the Association, of security services to the Common Facilities or Kensington Park generally; 2.1.18.4.7 all costs of repairs, maintenance, renovations and landscaping of the Common Facilities, including Common Facilities that are not owned by the Association but that the Association is obliged or agrees to maintain from time to time; 2.1.18.4.8 all costs and expenses (including the costs of obtaining necessary reports) payable, incurred or suffered by the Association in complying with the Association's obligations under the Building Act 2004; 2.1.18.4.9 all other items of expense which the Association, acting reasonably, considers necessary to incur for the good management and appearance of the Common Facilities; 2.1.18.4.10 all costs of managing, controlling and administering the Common Facilities, including such costs that consist of wages, allowances or other emoluments paid to persons employed by or contracted to the Association; 2.1.18.4.11 all wages, allowances and other emoluments and any other payments by way of compensation including redundancy compensation paid or allowed to employees engaged for any of the above purposes together with any taxes and levies on the same; ` Version Date 18/12/20 Constitution Page 7 of 65 2.1.18.4.12 allowances or compensation may be paid to Association committee members or those acting on behalf of, where time or personal expense is incurred; 2.1.18.4.13 attendance allowance or compensation may be paid to Association committee members for attendance at Association committee meetings as per a schedule passed at an AGM; 2.1.18.5 but excluding, for the purposes of calculating each member’s Proportion: 2.1.18.5.1 any such costs or expenses which are the sole responsibility of any Owner; and 2.1.18.5.2 the costs of any Capital Improvements recovered from Transfer Levies set under rule 16.1, which comprise a sinking fund for such Capital Improvements. 2.1.19 Financial Year means: 2.1.19.1 the period from the date of incorporation of the Association to the following 31 March; and 2.1.19.2 each 12 month period commencing on 1 April and ending on the following 31 March or such other period selected by the Committee. 2.1.20 GST means goods and services tax charged under the Goods and Services Tax Act 1985. 2.1.21 Invitee means any invitee of or any visitor to an Owner or Occupier. 2.1.22 Kensington Park means the residential/commercial development proposed by the Developer, comprising a master planned community to be developed and constructed on the Land. 2.1.23 Land means: 2.1.23.1 Lot 3 Deposited Plan 318969 Certificate of Title NA74275 (North Auckland Land Registry); 2.1.23.2 Lot 1 Deposited Plan 66936 Certificate of Title NA78D/762 (North Auckland Land Registry); and 2.1.23.3 such further land which the Developer decides will be incorporated within Kensington Park from time to time during the Development Period; 2.1.23.4 such further land which the Association decides may be purchased from time to time. 2.1.24 Manager means the person, firm, or company appointed to manage the Association under rule 21. Where no manager has been appointed, any reference to "Manager" in this Constitution will be deemed, where appropriate, a reference to the Committee, subject to rule 20.1. 2.1.25 Management Agreement means the agreements for the management of Kensington Park. 2.1.26 Member means a member of the Association. 2.1.27 Member's Proportion means the proportion of the aggregate of the Occupied Internal Areas of the Properties owned by a Member bears to the total Occupied Internal Areas except where rule 14.4 applies. 2.1.28 Occupied Internal Area means the internal building area (excluding storage lockers, garaging/carparks and decks) of any home, commercial premises or other development on any Property. ` Version Date 18/12/20 Constitution Page 8 of 65 2.1.29 Occupier means a person occupying any Property under any lease, licence or other occupancy right and will include the Owner and all members of the Owner's family. 2.1.30 Owner means each person registered as a proprietor (whether individually or with others) of a Property. 2.1.31 Owner's Title means the certificate of title issued for an Owner's Property. 2.1.32 Ponds means storm water treatment and detention ponds located, or to be located, on the Land. 2.1.33 Postal Vote means a vote by a Member, eligible to vote, cast in legible writing in relation to a resolution of the Association in a prescribed form and received by the Manager no later than a prescribed time prior to a general meeting, in respect of a motion to be voted on at that general meeting without material amendment (materiality to be determined by the chairperson acting reasonably – see rule 22.4.5) and such postal vote is only permitted if rule 21.5 applies. 2.1.34 Principal Member means the Developer or any transferee and/or successor whether in whole or in part or parts of Kensington Park, that continues the promotion and carrying out of such development and that the Developer nominates as the Principal Member, and its/their nominated representatives. 2.1.35 Property means a property in Kensington Park: 2.1.35.1 for which a separate title (including a unit title or certificate of title for an estate in fee simple) has issued; and 2.1.35.2 which either: 2.1.35.2.1 is a bare lot available for immediate development as: 2.1.34.2.1.1 a residential property; 2.1.35.2.1.2 a commercial property (including commercial accommodation); or 2.1.35.2.1.3 any other use permitted within Kensington Park; 2.1.35.2.2 including in each case, a lot of which development/ construction has started; or 2.1.35.2.3 has been fully developed as: 2.1.35.2.3.1 a residential property; 2.1.35.2.3.2 a commercial property (including commercial accommodation); or 2.1.35.2.3.3 any other use permitted within Kensington Park, 2.1.35.2.3.4 but does not include any lot capable of further subdivision. 2.1.36 Public Reserve means any public reserve within or adjoining Kensington Park which the Association is required to maintain. 2.1.37 Registrar means the person holding office from time to time as Registrar of the Incorporated Societies in terms of the Act. 2.1.38 Rental Agency means such entity(s) as is established or appointed by the Developer to control and administer the letting of the Properties for residential accommodation purposes and if no such entity(s) has been established by the Developer, means the Association or such entity(s) established or appointed by the Association for that purpose. ` Version Date 18/12/20 Constitution Page 9 of 65 2.1.39 Residential Member means a Member whose Property is designated for residential purposes at Kensington Park by an instrument on the Owner's Title or is reasonably determined by the Association to be, or as being, used primarily for residential purposes. 2.1.40 Shared Facility means any part of any Property that as the result of either: 2.1.40.1 shared ownership; or 2.1.40.2 registration of a legal interest (by way of example only, a right of way), the responsibility for upkeep lies with more than one Member. 2.1.41 Special Resolution means a resolution of the Association in general meeting passed by a majority of not less than 75% of the Members (which must include the Principal Member, if any) entitled to vote in person, by proxy or postal vote (if permitted under rule 21.5) on the question. 2.1.42 Total Occupied Internal Area is the sum total of the Occupied Internal Areas of all of the Properties as at a given date. 2.1.43 Transfer Levy means the levy referred to in rule 16 of thisConstitution. 2.1.44 Working Day means a day of the week other than Saturday, Sunday, and any New Zealand Statutory Holiday. 2.2 Interpretation: In this Constitution where the context permits: 2.2.1 one gender will include the other gender. 2.2.2 reference to a person will include a company. 2.2.3 reference to a party will include that party's executors administrators successors and assigns. 2.2.4 a reference to a statute includes: 2.2.4.1 all regulations under that statute; 2.2.4.2 all amendments to that statute; and 2.2.4.3 any statute substituting for it which incorporates any of its provisions. 2.2.5 reference to currency will mean New Zealand dollars (NZ$) exclusive of GST. 2.2.6 GST will be paid by any party in receipt of a taxable supply in addition to any consideration therefore. 2.2.7 the table of contents and headings are for convenience only and will not affect the interpretation of this document. 2.2.8 references to rules are references to the rules in this Constitution.