TOA RANGATIRA TRUST. Deed of Trust

Transcription

1 TOA RANGATIRA TRUST Deed of Trust 1

2 Deed dted 2011 Prties 1 Te Runng o To Rngtir Inorported n inorported soiety hving its registered offie t Poriru (the Runng ) Bkground A B C D The Runng is n inorported soiety tht hs een mndted y Ngti To Rngtir to undertke negotitions with the Crown to settle the historil Trety of Witngi lims of the iwi. Current Crown poliy prevents the Runng, euse of its hritle sttus, from eing the post-settlement governne entity to reeive redress on ehlf of Ngti To Rngtir. Therefore the Runng wishes to estlish trust (the Trust ) y this Deed in order to reeive nd hold redress tht Ngti To Rngtir will reeive under the Deed of Settlement. The Runng hs ordingly determined to estlish trust through whih it, s Trustee, will hold ssets for the enefit of Uri o Ngti To Rngtir, nd for this purpose hs determined to hold the sum of $10 s the initil trust fund for the Trust. This Deed is to e red longside the Runng Rules. This Deed sets out the detils of the terms upon whih the Runng will, ting s Trustee, hold nd mnge the redress on ehlf of the Uri o Ngti To Rngtir. The Runng Rules set out the rules tht govern how the Runng, s n orgnistion, opertes in order to undertke its vrious funtions (inluding ting s Trustee), suh s the proess for eletion of Bord memers nd dislosure of Bord memers interests. Deed 1 Interprettion 1.1 Definitions In this Deed the following terms hve the following menings exept to the extent tht they my e inonsistent with the ontext: Adult Registered Uri o Ngti To Rngtir mens n Adult Uri o Ngti To Rngtir who is registered on the Runng s memers register. Adult Uri o Ngti To Rngtir mens n Uri o Ngti To Rngtir who is 18 yers of ge or older. Annul Generl Meeting mens meeting held in ordne with luse Benefiiry mens every individul referred to in the definition of Uri o Ngti To Rngtir. Crown hs the mening given to it in setion 2(1) of the Puli Finne At

3 Deed mens this deed of trust nd inludes ny mendments to this deed of trust mde in ordne with this deed of trust. Deed of Settlement mens the deed etween representtives of Ngti To Rngtir nd the Crown reording the settlement of Ngti To Rngtir s historil Trety of Witngi lims. Employee hs the mening given to it in the Employment Reltions At Mjor Trnstion mens: d the quisition of, or n greement to quire, whether ontingent or not, Property y the Trustee, ny Ngti To Entity or Susidiry, the vlue of whih is more thn hlf of the vlue of the Trust Fund efore the quisition; the disposition of, or n greement to dispose of, whether ontingent or not, Property y the Trustee, ny Ngti To Entity or Susidiry, the vlue of whih is more thn hlf of the vlue of the Trust Fund efore the disposition; trnstion tht hs or is likely to hve the effet of the Trustee, ny Ngti To Entity or Susidiry, quiring rights or interests or inurring oligtions or liilities the vlue of whih is more thn hlf of the vlue of the Trust Fund efore the trnstion; or the disposition of, or n greement to dispose of, whether ontingent or not, ny Tong Property y the Trustee, ny Ngti To Entity or Susidiry, or the removl of the sttus of Tong Property from ny ssets of the Trust; ut does not inlude: e f g h ny trnstion entered into y reeiver ppointed pursunt to n instrument reting hrge over ll, or sustntilly ll, of the Trust Fund; ny disposition of Property or Tong Property y the Trust, or ny Ngti To Entity, to the Trustee, or ny Ngti To Entity; the reeipt of redress or settlement ssets pursunt to the Deed of Settlement nd/or Settlement Legisltion; or ny quisition or disposition of Property y the Trust pursunt to the greements set out in the Deed of Settlement, or ny rrngements or trnstions whtsoever to effet tht quisition or disposition. Ngti To Entity mens ompny, trust, soiety, or other ody whether orporte or uninorported, estlished y the Trustee under luse 12. Ngti To Rngtir mens the iwi omprising the Uri o Ngti To Rngtir. Ordinry Resolution mens resolution tht hs een pssed y 50% of those Adult Registered Uri o Ngti To Rngtir who re entitled to vote nd tully st vlid vote. 3

4 Perpetuity Period mens, for the purposes of luse 15, the period tht ommenes on the dte of this Deed nd ends: 80 yers less one (1) dy fter the dte of this Deed, tht period eing the period speified for the purposes of setion 6 of the Perpetuities At 1964 for so long s 80 yers is the period speified in tht setion; or if nother period is speified in legisltion, tht other period. Property mens ll property (whether rel or personl) nd inludes hoses in tion (mening right tht n e enfored y legl tion), rights, interests, nd money. Redress hs the sme mening s in the Deed of Settlement; Runng mens Te Runng o To Rngtir Inorportted n inorported soiety hving its registered offie t Poriru; Runng Bord Memer mens ny person from time to time eleted or ppointed to the Runng ord estlished under the Runng Rules. Runng Rules mens the doument setting out the governne nd mngement rules of the Runng. Settlement Legisltion mens suh At or Ats of Prliment tht my e pssed so s to give effet to the Deed of Settlement nd the promises ontined within tht deed. Speil Generl Meeting mens meeting held in ordne with luse Speil Resolution mens resolution tht hs een pssed y 75% of those Adult Registered Uri o Ngti To Rngtir who re entitled to vote nd tully st vlid vote in ordne with the proedures set out in Shedule 2 nd tht hs een properly notified. Susidiry mens ny susidiry (s defined y setion 5 of the Compnies At 1993) of Ngti To Entity tht is ompny ny trust or other entity tht is ontrolled y Ngti To Entity. Tong Property mens ny ssets or property of the Trust whih re delred to e Tong Property in ordne with luse 7 nd listed on the Tong Property Register; Te Runng o To Rngtir Inorported mens the inorported soiety know y the nme Te Runng o To Rngtir Inorported estlished pursunt to the Inorported Soieties At Tikng mens the ustomry vlues nd prties of Ngti To Rngtir; To Rngtir Trust nd Trust mens the trust estlished y this Deed. Trust Fund mens the initil sum of $10 referred to in the kground to this Deed together with ll other Property the Trustee my susequently purhse, reeive or 4

5 otherwise quire from itself or from ny other person, firm, orportion or the Crown for the purposes of the Trust, tht re from time to time held y the Trustee on the trusts of this Deed. Trustee mens Te Runng o To Rngtir Inorported or ny other entity or persons ppointed under luse 5; Uri o Ngti To Rngtir mens those persons who desend from: To Rngtir; nd ny other reognised nestor of Ngti To Rngtir who migrted permnently to the Ngti To Rngtir re of interest in the nineteenth entury nd who exerised ustomry rights predominntly within the re of interest; nd For the purposes of this definition desendnt my e desended y: irth; or legl doption; or in ordne with Ngti To Rngtir tikng. Voting Pper mens voting pper (inluding ny eletroni voting pper) issued in ordne with Shedule 2 on whih the Trustee shll reord the memership numer of the voter, or in the se of voter without registrtion numer, shll hve duly ompleted registrtion form tthed to nd forming prt of tht voting pper. Whngi mens those persons who do not ffilite to Ngti To Rngtir y desent from To Rngtir ut who re dopted y Uri o Ngti To Rngtir in ordne with the tikng of Ngti To Rngtir with suh tikng to e determined in ordne with Runng Rules. Working Dy mens the dys Mondy through Fridy exlusive of ny puli holidy nd exluding 24 Deemer to 2 Jnury (inlusive). 1.2 Generl onstrution In interpreting this Deed the following rules must e pplied unless the ontext otherwise requires: d e f Hedings to luses re for referene only nd re not n id in interprettion. Referenes to sttutory provisions will e onstrued s referenes to those provisions s they my e mended or re-ented or s their pplition is modified y other provisions from time to time. Referenes to luses re luses of this Deed. Referenes to urreny re to New Zelnd urreny. All periods of time inlude the dy on whih the period ommenes nd lso the dy on whih the period ends. Words importing the plurl inlude the singulr nd vie vers nd words importing gender import ll genders. 5

6 2 Delrtion of Trust 2.1 The Runng knowledges nd delres tht it shll stnd possessed of the Trust Fund upon the trusts nd with the powers nd disretions set out or implied in this Deed. 2.2 The Trustee shll e the representtive for Ngti To Rngtir in ll mtters relting to the Trust Fund. 3 Nme of Trust 3.1 The Trust Estlished will e known nd referred to s the To Rngtir Trust or suh other nme s the Trustee determines from time to time. 4 Ojets of the Trust 4.1 The ojets of the Trust shll e to reeive, hold, mnge, nd dminister the Trust Fund on trust for ny ojet or purpose tht is enefiil to the Uri o Ngti To Rngtir irrespetive of where the Uri o Ngti To Rngtir reside nd shll without limittion inlude: to give effet to the Settlement Legisltion; nd to reeive redress pursunt to the Deed of Settlement nd hold nd pply tht redress in ordne with the provisions of this Deed. 5 Appointment nd removl of Trustee 5.1 The Trustee is ppointed s the trustee of the Trust nd grees to t s trustee to hold the Trust Fund in trust for the Uri o Ngti To Rngtir upon nd sujet to the terms nd onditions ontined in this Deed. 5.2 In the event tht the Trustee hs esed to rry on usiness, is in liquidtion, or is dissolved, ppointment of new trustee, or trustees, shll e determined y Speil Resolution provided tht the new trustee, or trustees, must e representtive of the Uri o Ngti To Rngtir. 5.3 The Uri o Ngti To Rngtir my determine, y Speil Resolution nd sujet to luse 17, to reple the Trustee provided tht ny new trustee or trustees must e representtive of the Uri o Ngti To Rngtir 6 Powers of Trust Powers of nturl person 6.1 The Trustee will hve the powers of nturl person nd ll other powers tht New Zelnd lw permits sujet to luse Without limittion, the powers of the Trustee in luse 6.1 inlude y wy of exmple the powers set out in Shedule 1. In the se of dout, the onstrution to e dopted is to fvour the rodening of the powers of the Trustee. 6

7 Mjor Trnstion 6.3 Notwithstnding luse 6.1, the Trustee must not enter into Mjor Trnstion unless tht Mjor Trnstion: is pproved y Speil Resolution; or is ontingent upon pprovl y Speil Resolution. Applition of inome 6.4 The Trustee my t ny time, fter pyment of or provision for ll resonle osts, hrges nd expenses of the Trustee in respet of the estlishment, mngement nd dministrtion of the Trust nd Corporte Entities, py or pply ll or ny of the inome of the Trust to or for the enefit of suh one or more of the Benefiiries to the exlusion of the others nd, if to or for more thn one, in equl or unequl shres nd on suh terms nd onditions s the Trustee in its solute disretion my deide. In ting for the enefit of the Benefiiries, the Trustee my distriute inome to Ngti To Entity. Aumultion in six months without pyment of pplition of inome 6.5 Any inome of ny finnil yer not pid or pplied in ordne with luse 6.4 during or within six months from the end of tht finnil yer shll e umulted nd ny inome so umulted shll e dded to nd form prt of the pitl of the Trust Fund, nd shll e sujet to the trusts nd powers herein delred in respet of the pitl of the Trust Fund. Applition on pitl 6.6 The Trustee my t ny time py or pply ny of the pitl of the Trust Fund to or for the enefit of suh one or more of the Benefiiries to the exlusion of the others nd, if to or for more thn one, in equl or unequl shres nd on suh terms nd onditions s the Trustee in its solute disretion my deide. In ting for the enefit of the Benefiiries, the Trustee my distriute inome to Ngti To Entity. Trustee hs solute disretion 6.7 All powers nd disretions tht the Trustee hs my e exerised y the Trustee in its solute disretion nd from time to time nd on suh terms nd onditions nd in suh mnner nd y suh mens s the Trustee thinks fit. 7 Tong Property 7.1 The Trustee my identify ny prtiulr Property held y the Trust s eing of suh speil signifine to the Uri o Ngti To Rngtir tht dditionl protetion is required to ensure tht the Property is retined on ehlf of Ngti To Rngtir s tong tuku iho. 7.2 Where the Trustee hs identified prtiulr Property under luse 7.1 the Trustee shll onsult, in mnner to e determined y the Trustee, with the Uri o Ngti To Rngtir s to the need for speil protetion of tht Property. 7

8 7.3 The Trustee my, hving regrd to the outome of the onsulttion under luse 7.2, delre the identified Property to e Tong Property, nd must inform the Uri o Ngti To Rngtir of ny suh delrtion. 7.4 The Trustee must mintin register of ll Tong Property with suh register eing ville to the Uri o Ngti To Rngtir. 7.5 Any disposition of, or n greement to dispose of, whether ontingent or not, Tong Property shll e Mjor Trnstion, s shll ny proposl to remove the sttus of Tong Property from prtiulr Property. 8 Aounts nd Audit 8.1 The Trustee shll keep n ount or ounts t suh nk or nks s the Trustee my deide. 8.2 The Trustee shll use true ounts for eh finnil yer to e kept in ordne with generlly epted ounting prtie of ll reeipts, redits, pyments, ssets, nd liilities of the Trust Fund nd ll suh other mtters neessry for showing the true stte nd ondition of the Trust. The ounts of the Trust shll e udited t lest one in eh yer y hrtered ountnt ppointed in tht pity y the Trustee. 8.3 Nothing in luses 8.1 nd 8.2 shll derogte from ny other oligtions of the Trustee in respet of ounts nd udits. 9 Investments 9.1 The proportion of the Trust Fund tht the Trustee determines to invest during suh time s it is held y the Trustee must e invested in ordne with the provisions of the Trustee At 1956, provided tht when investing or retining the Trust Fund the Trustees my lso hve regrd to the following mtters: the indiret enefits of ny investment to Ngti To Rngtir, suh s through the retion of employment or edutionl opportunities for the Uri o Ngti To Rngtir; the enefit to Ngti To Rngtir, nd the wider ommunity, of investment within the Ngti To Rngtir rohe; nd ny onflit etween ny proposed investment nd the ulturl, soil, nd environmentl interests of Ngti To Rngtir. 10 Register of Memers of Ngti To Rngtir 10.1 The Trustee does not need to mintin seprte memers register for the Trust, ut my insted rely on the memers register held y the Trustee in ordne with its own onstitutionl douments. 8

9 11 Meetings nd reporting responsiilities Meetings nd resolutions 11.1 The Trust my hold the following types of meetings of the Uri o Ngti To Rngtir: Annul Generl Meeting, s provided for in luse Speil Generl Meeting, s provided for in luse Sujet to luses 6.3, 16.1 nd 17.1, ny resolution to e onsidered t n Annul Generl Meeting or Speil Generl Meeting is to e put s n Ordinry Resolution Votes in reltion to n Ordinry Resolution my e undertken only y Adult Registered Uri o Ngti To Rngtir y voie or show of hnds s determined y the Trustee. Eh Adult Registered Uri o Ngti To Rngtir will e entitled to st one vote. An lterntive method of voting, inluding postl nd eletroni voting, my e undertken if determined in dvne y the Trustee nd dvised in ordne with luse Reporting responsiilities 11.4 Without derogting from its duties under ny entment or t lw, the Trustee hs reporting responsiilities in ordne with the provisions of this luse 11 in reltion to the Trust s performne nd the performne of ny Corporte Entities. Noties nd informtion requirements 11.5 The Uri o Ngti To Rngtir shll e given not less thn 20 Working Dys notie of n Annul Generl Meeting or Speil Generl Meeting Notie of ny Annul Generl Meeting or Speil Generl Meeting shll speify: d e the dte nd time of the meeting nd its venue; the gend for the meeting; where ny relevnt explntory douments my e viewed or otined; detils in reltion to ny Speil Resolution to e onsidered t the meeting; nd the method of voting to e undertken The quorum t n Annul Generl Meeting or Speil Generl Meeting shll e Thirty (30) Adult Registered Uri o Ngti To Rngtir No usiness shll e trnsted t n Annul Generl Meeting or Speil Generl Meeting unless the quorum in luse 11.7 is present If quorum is not present within one hour of the time ppointed for the strt of the Annul Generl Meeting or Speil Generl Meeting the meeting is to stnd djourned until the sme hour nd t the sme ple 20 Working Dys following the djournment of tht meeting unless the Trustee otherwise determines more suitle lterntive time. 9

10 Annul Generl Meeting The Annul Generl Meeting of the Trust shll e held no lter thn 31 Deemer in eh yer. The meeting shll tke the form of hui t ple nd time to e determined y the Trustee The Trustee my dishrge its oligtion to hold n Annul Generl Meeting through the inlusion of Trust usiness s seprte gend item t n nnul generl meeting of the Runng The usiness of the Annul Generl Meeting shll inlude the following mtters: d n nnul report; n nnul udited finnil report; n nnul pln for the next finnil yer; nd the ppointment of n uditor. Speil Generl Meeting A Speil Generl Meeting must e onvened y the Trustee on the written request of: the Trustee; or not less thn Twenty (20) Adult Registered Uri o Ngti To Rngtir Any request for Speil Generl Meeting must stte the ojets for whih the Speil Generl Meeting is required nd e signed y those requesting the Speil Generl Meeting A Speil Generl Meeting must e held within 30 Working Dys from the dte the request ws reeived y the Trustee The Trustee my dishrge its oligtion to hold Speil Generl Meeting through the inlusion of Trust usiness s seprte gend item t Speil Generl Meeting of the Runng. Informtion must e mde ville in writing Informtion referred to in luse nd must e mde ville on request in writing y ny Adult Registered Uri o Ngti To Rngtir Any Adult Registered Uri o Ngti To Rngtir my request in writing opy of this Deed nd opy will e provided sujet to suh resonle hrges s the Trustee requires. 12 Ngti To Entities Trust my estlish entities 12.1 The Trust my estlish one of more entities to further the ojets of the Trust nd s provided for in the onstitutionl douments of ny entity. 10

11 Ngti To Entities to e wholly owned or ontrolled 12.2 Where n entity to e Ngti To Entity is ompny, tht ompny must remin wholly owned y the Trust Where ny form of trust is to e Ngti To Entity, the Trust must retin the exlusive ility to ppoint nd remove trustees of the Ngti To Entity The onstitution of every Ngti To Entity, or Susidiry, must require the Ngti To Entity to: d hold its ssets nd ll retions to those ssets whether pitl or revenue nture on trust for the enefit of the ojets of the Trust, suh ojets to e promoted y the pyment of dividends or other revenue or pitl distriutions diretly or indiretly to the Trust, or through the pplition of revenue or pitl to tivities for the enefit of the ojets of the Trust; present n nnul pln nd sttement of orporte intent to the Trust; report nnully to the Trust; nd hve its ounts udited. 13 Limittion of liility nd indemnity 13.1 The Trustee is not lile for the onsequene of ny t or omission or for ny loss unless the onsequene or loss is ttriutle to dishonesty or to the wilful ommission or omission of n t y the Trustee in reh of trust The Trustee is not lile for ny loss or ost to the Trust y ny rehes of trust or defults of ny ttorney, delegte, mnger, gent, seretry, employee or ny other person (inluding, without limittion, ny expert or professionl person) ppointed or engged or employed y it despite ny rule of lw to the ontrry, provided the Trustee hs ted in good fith nd without negligene in ppointing, engging or employing suh person nd in supervising suh person The Trustee is not lile for ny reh of trust or for ny loss in reltion to the Trustee s duties of investment merely euse the investments of the Trust Fund re not diversified The Trustee is fully indemnified y nd out of the Trust Fund (whether from pitl or inome) for ny loss or liility resonly inurred y the Trustee in the rrying out or omission of ny funtion, duty, power or disretion of the Trustee under this Deed nd in respet of ny outly or expenses inurred y him or her in the mngement nd dministrtion of the Trust unless the loss or liility is ttriutle to the Trustee s dishonesty or to the wilful ommission or omission of n t y the Trustee in reh of trust. 14 Dispute resolution proess 14.1 Any Uri o Ngti To Rngtir my rise with the Trustee ny omplint tht the ondut or intended ondut of the Trustee under this Deed is, hs or will e ontrry to the provisions of this Deed or otherwise injurious to Ngti To Rngtir. 11

12 14.2 Any omplint rised under luse 14.1 must e delt with in ordne with the dispute resolution proess set out in the Runng Rules. 15 Perpetuity Period 15.1 If the rule ginst perpetuities pplies to the Trust, the Trustee shll proeed to terminte the Trust in ordne with luse 16 immeditely efore tht dte. If the Trustee fils to exerise its disretion to vest the entire Trust Fund pursunt to luse 16 y the lst dy of the Perpetuity Period, ny prt of the Trust Fund tht remins undistriuted on tht dte shll e distriuted mong the Uri o Ngti To Rngtir in equl shres per pit. 16 Winding up of the Trust 16.1 The Trust my only e wound up if the Adult Registered Uri o Ngti To Rngtir hve y Speil Resolution resolved tht it hs eome impossile, imprtile or inexpedient for the Trust to rry out its ojets On the winding up of the Trust, the Trust Fund fter the pyment of osts, dets nd liilities shll e pid to nother trust or entity tht the Trustee is stisfied hs een estlished for the enefit of Uri o Ngti To Rngtir. Any pyment under this luse my e mde on suh terms nd sujet to suh onditions (if ny) s the Trustee determines. 17 Amendments to Deed Speil Resolution required 17.1 Sujet to luse 17.2 nd 17.3, ll mendments to this Deed shll only e mde with the pprovl of Speil Resolution. Limittion on mendment 17.2 No mendment shll e mde to this Deed whih: hnges the Ojets of the Trust so tht the Trustee is no longer required to t for the enefit of the Uri o Ngti To Rngtir; hnges luse 16.1 (Winding up of the Trust); nd hnges the requirement for Speil Resolution (s defined from time to time) in luse Amendment to lign Deed with Runng Rules 17.3 Notwithstnding ny other provision in this Deed to the ontrry, the Trustee my mke minor mendments to luses 11.1 to nd Shedule 2 to lign with ny mendments mde to the Runng Rules from time to time. Amendment to mke Trust hrity 17.4 Notwithstnding ny other provision in this Deed to the ontrry, this Deed my e mended, nd the enefits onferred hereunder ltered, in order for the Trust to eome hrity nd to qulify for ny tx exemptions ville from time to time for 12

13 hritle entities under the provisions of the Inome Tx At 2007, provided tht ny suh mendment: is mde in ordne with luse 17.1; does not hnge the ojets of the Trust so tht the Trustee re no longer required to t for the enefit of the Uri o Ngti To Rngtir; nd does not hnge the definitions in luse 1.1 of Uri o Ngti To Rngtir nd Ngti To Rngtir The Trustee my lso pply for inorportion under the Chritle Trusts At 1957 nd registrtion under the Chrities At Resettlement 18.1 The Trustee hs power in its disretion to settle or resettle ny or ll of the Trust Fund upon trust in ny mnner whih in the opinion of the Trustee is for the dvnement or enefit of the Uri o Ngti To Rngtir nd is onsistent with the Ojets of the Trust sujet to ompline with luse 6.3 (if pplile). 19 Governing lw 19.1 This Deed nd the Trust re governed y nd onstrued in ordne with the lws of New Zelnd The ourts of New Zelnd hve non-exlusive jurisdition to deide ll lims, tions, or other proeedings in onnetion with the Trust or this Deed. 13

14 Exeution The Common Sel of Te Runng o To Rngtir Inorported ws ffixed in the presene of: Witness signture Full nme Ouption Town/ity Witness signture Full nme Ouption Town/ity 14

15 Shedule 1 1 Powers of the Trustee 1.1 Without limiting luse 6.1 of this Deed, the Trustee will hve the following powers: d e f To purhse nd hold Property. To lese Property. To grnt leses of Property. To mke ny grnts, sholrships, or koh, whih re onsistent with the ojets of the Trust. To orrow, otin redit, or to otherwise rise funds to further the ojets of the Trust. To rry on ny usiness or venture, nd: i ii iii to use for the usiness or venture ny Property tht is prt of the Trust Fund; to form (whether y itself or with others) ompny or prtnership or venture to rry on the usiness; nd to e diretor or prtner or prty of or to tht ompny or prtnership or venture nd to retin for themselves ny resonle remunertion pid. g h i To umulte the inome of the Trust Fund. To pply or set side ny prt of the Trust Fund towrds the pyment of ny liilities or oligtions inurred or suffered y the Trustee or flling due in future. In reltion to ny ompny or other ody (whether inorported or uninorported) or hose in tion or fund to: i ii iii Appoint diretors or trustees or deision-mkers or ontrollers or offiers or employees of it; Consent to ny reorgnistion or reonstrution of it or deling with it nd ny inrese or redutions of the pitl of it; nd Provide out of the Trust Fund further pitl for it whether y dvnes, lons, deposits, grnts, ontriutions, or otherwise (with or without seurity) or y tking further seurities in it. j k To enter into ontrts for the provision of servies to fulfil the funtions nd ojets of the Trust. To open nd mintin nk ount nd to deide who will e the signtories to tht ount. 15

16 l In reltion to ny shre or other seurity tht is prt of the Trust Fund: i ii Exerise ny voting or ontrolling or deision-mking rights or powers tthing to it. Conur in ny reonstrution or mlgmtion of it or in ny modifition of the rights of the holders of it or of others interested in it nd generlly to t in respet of it. m To ppoint or engge or employ ny person or ompny for ny period: i ii iii As n expert or professionl person or entity to dvise on or rry out ny of the trusts nd powers uthorised y this Deed; As mnger or gent for or on ehlf of the Trustee in ll or ny mtters relting to the mngement nd the ontrol of the Trust, nd ny usiness owned y the Trustee or in whih it is onerned; nd As n Employee of the Trust in ll or ny mtters relting to the Trust. n o p q To t upon ny opinion or dvie or informtion otined from person or entity referred to in prgrph 1.1mi of this Shedule. To determine ll questions nd mtters of dout tht my rise in the ourse of the mngement, dministrtion, investment, relistion, distriution, liquidtion, prtition, resettlement, or winding up of the Trust Fund or the Trust, or to pply for diretions under setion 66 of the Trustee At Generlly to do ll suh other lwful ts nd things tht re inidentl or onduive to fulfilling the funtions nd ojets of the Trust. To py from the Trust Fund ny resonle osts or expenses inurred in the ourse of the Trustee dishrging, rrying out, or exerising ny of its duties or powers. 16

17 Shedule 2 1 Voting Proedures Applition of this Shedule 1.1 This Shedule pplies to vote held: pursunt to luse 6.3 of this Deed in reltion to Mjor Trnstions; pursunt to luse 16.1 of this Deed in reltion to the winding up of the Trust. pursunt to luse 17.1 of this Deed in reltion to ertin mendments to this Deed. Voting proess 1.2 All Adult Uri o Ngti To Rngtir shll e eligile to vote on ny Speil Resolution put forwrd t n Annul Generl Meeting or Speil Generl Meeting, or in ny other instne when vote is required under this Deed. 1.3 The Trustee shll ppoint returning offier to e responsile for reeiving nd ounting ll votes st in every vote. The returning offier shll not e Runng Bord Memer. 1.4 Every vote to whih this Shedule pplies shll e reeived y: Voting Pper t the meeting t whih the relevnt resolution is to e put; or Voting Pper reeived y post, or other eletroni mens pproved y the Trustee, efore 5pm, on the dy prior to the meeting t whih the relevnt resolution is to e put. 1.5 A vote st under luse 1.4 of this Shedule shll e vlid: where the person is n Adult Registered Uri o Ngti To Rngtir, nd sts his or her vote on Voting Pper on whih the Trustee hs reorded the registrtion numer of the Adult Registered Uri o Ngti To Rngtir; or where the person is not registered t the time of the vote, nd ompletes registrtion form whih shll e tthed to nd form prt of the Voting Pper. 1.6 No vote st y poll shll e finlly ounted unless the detils provided on the Voting Pper (exept the nillry informtion) re orret nd the ffilition of the voter to Ngti To Rngtir hs een onfirmed either: euse tht person ws n Adult Registered Uri o Ngti To Rngtir t the time his or her vote ws st; or tht person pplied t the time tht his or her vote ws st to eome n Adult Registered Uri o Ngti To Rngtir, euse tht person s registrtion ws epted y the Trustee s Uri o Ngti To Rngtir. 17