GDC 1970 Pension and Life Assurance Plan

Item 12 Council 5 December 2013 GDC 1970 Pension and Life Assurance Plan Purpose of paper Action Public/Private Corporate Strategy 2013-15 Business Plan 2013 Decision Trail Recommendations Authorship of paper and further information Appendices To update the Council on recent changes to the GDC s pension scheme and propose a deed of alteration to the scheme. For information and decision Public Strategic Objective 6:0: Manage the GDC effectively and support its staff to achieve our objectives. 6.3: Review the recognition and reward strategy and make any necessary changes N/A June 2013: The Council agreed changes to the GDC s pension scheme to ensure that the GDC meets its statutory obligations with regard to automatic enrolment for employees and workers. August 2013: The Council agreed a minor deed of alteration as part of the transition to the new automatic enrolment section of the pension scheme. The Council is invited to: Note the changes to the GDC s 1970 Pension and Life Assurance Plan Approve the deed of alteration for the GDC 1970 Pension and Life Assurance Plan as set out in Appendix 2. This is in principle, subject to the outcome of consultation with staff. Kate Husselbee, Director of HR T: 020 7009 2766 E: khusselbee@gdc-uk.org Appendix 1: Risks and Considerations Appendix 2: Deed of alteration for the General Dental Council 1970 Pension and Life Assurance Plan Appendix 3: Guide to the deed of alteration for Page 1

the General Dental Council 1970 Pension and Life Assurance Plan 1. Executive Summary 2. Pension automatic enrolment [auto-enrolment] regulations are applicable to the GDC from 1 February 2014. The Council and the Trustees of the GDC 1970 Pension and Life Assurance Plan [the Scheme] have agreed changes to the Scheme to ensure the GDC meets its statutory obligations with regard to auto-enrolment for employees and workers. 3. This paper outlines the agreed changes to the Scheme and invites the Council to approve a deed of alteration to the Scheme in principle, subject to the necessary consultation with staff. 4. Introduction and background 5. At present, the GDC provides a defined benefit [DB] final salary pension provision for employees who have six months continuous employment, based on a 1/75 th annual accrual rate of pensionable salary. Employees can choose whether or not to join the Scheme. There is an employer contribution rate of 19.8% 1 and an employee contribution rate of 5%. A top-up defined contribution [DC] money purchase section exists alongside the DB section of the Scheme. The GDC matches an employee s contribution up to 5% of base salary. 6. Statutory auto-enrolment regulations will apply for the GDC from 1 February 2014. This requires the GDC automatically to enroll eligible employees and workers into a qualifying workplace pension scheme and make contributions towards it. 7. The Pensions Regulator had initially advised the GDC that the staging date was 1 April 2014 but has recently updated its staging date notification to 1 February 2014. The GDC has taken the decision to postpone the automatic enrolment to 1 April 2014, as originally advised. 8. The Council, Remuneration Committee, and the Trustees of the Scheme have agreed an approach to ensure that the GDC meets its statutory obligations with regard to autoenrolment. In doing so, the GDC has recognised the value that staff place on a DB pension whilst also appreciating that the GDC needs to contain the overall cost of pension provision. 9. Changes to the Scheme 10. Staff who started employment with the GDC prior to 2 September 2013 are entitled to join the DB and the top-up DC sections of the Scheme, described in paragraph 5, prior to 1 April 2014. 11. The Council and Trustees of the Scheme have agreed a separate auto-enrolment DC 2014 section within the current trust, with access to the DB section of the Scheme available after one year of contributions to the DC 2014 section. Employees with a start date on or after 2 September 2013 will be auto-enrolled on 1 April 2014, along with any employee with a start date prior to 2 September 2013 who has not joined the DB section by that date. Employees can choose to opt out of the Scheme if they wish to do so. 12. Employee contributions to the DC 2014 section will be at 2% for 2014 and 2015 and thereafter at 3%. Employer contributions will be at 4% in 2014 and 2015 and 6% thereafter. In keeping 1 The employer contribution rate for a few employees who joined the scheme pre 12 May 1999, who are non contributory members is 27.0% of pensionable salaries. Page 2

with our on-going commitment to employee pensions, employee and employer contributions are beyond the statutory levels required. 2 13. It is proposed that the top-up DC money purchase section that employees 3 can join alongside the DB section will be closed to new members. This triggers a requirement to consult affected members under the pension consultation regulations. This consultation is underway. 14. Life assurance will be provided for all staff at four times salary from 1 April 2014. Previously staff who had opted not to join the DB section had their life assurance cover reduced to two times salary. 15. Auto-enrolment for GDC Associates 16. The GDC has taken detailed legal advice in order to establish which of our Council members and Associates should be defined as workers 4 and if so, which of these are eligible for autoenrolment. The advice has indicated that there is a need to establish an auto-enrolment scheme for around 45 workers. Council members are exempt, in line with the guidance from the Pensions Regulator that office-holders are not normally workers. 17. It is the GDC s view that any pension scheme for eligible Associates should be a minimum cost scheme as a high proportion of these Associates are likely to have appropriate pension provision from other income sources. It would also be disproportionate for the GDC to contribute more than the minimum, given the irregular pattern of fees that most of the Associates receive from the GDC. It is likely, in the medium term, that contributions would secure a pension of minimum value. 18. An auto-enrolment scheme has therefore been established for GDC Associates, whereby GDC contributions are set at the minimum level specified by legislation. Worker contributions will start at 1%, rising to 3% from September 2016 and 5% from October 2017. GDC contributions will start at 1%, rising to 2% from September 2016 and 3% from October 2017. It is expected that a number of workers will chose to opt out of this scheme. For this reason, it is anticipated that the main cost to the GDC will be the internal administrative cost of running an auto-enrolment scheme using an external provider. 19. Deed of alteration for the Scheme 20. The deed of alteration for the GDC 1970 Pension and Life Assurance Plan is outlined in Annex 2. The deed introduces the new auto-enrolment section of the Scheme and makes necessary changes to other sections of the Scheme. 21. Appendix 3 provides a guide to the deed of alteration for the GDC 1970 Pension and Life Assurance Plan. 22. The details of the Defined Contribution 2014 section (auto-enrolment section) are set out in the Schedule to the deed. 2 Statutory levels are as follows: Worker contributions: 1%; 3% from September 2016; 5% from October 2017. GDC contributions: 1%; 2% from September 2016; 3% from October 2017. 3 Employees with a start date prior to 2 September 2013 4 The pensions auto-enrolment provisions apply to "workers". These are individuals who work, or ordinarily work, in the UK under a contract of employment, or who have a contract to provide work or services personally and are not undertaking that work as part of their own business (s.88 of the Pensions Act 2008). Page 3

23. One of the amendments (clause 6) triggers a requirement to consult affected members under pension consultation regulations. The Council is invited to agree to the deed in principle, subject to the results of the consultation with GDC staff. 24. Recommendations 25. The Council is invited to: Note the changes to the GDC 1970 Pension and Life Assurance Plan Approve the deed of alteration for the GDC 1970 Pension and Life Assurance Plan as set out in Appendix 2. This is in principle, subject to the outcome of consultation with GDC staff. 26. Appendices Appendix 1: Appendix 2: Appendix 3: Risks and Considerations Deed of alteration for the General Dental Council 1970 Pension and Life Assurance Plan Guide to the deed of alteration for the General Dental Council 1970 Pension and Life Assurance Plan Page 4

APPENDIX 1: RISKS AND CONSIDERATIONS Risks and Considerations Public Protection None arising from this paper. Policy None arising from this paper. Communications Changes relating to pension provision for employees are being communicated to staff through oral and written staff briefings, the intranet, and individual and team meetings. Eligible Associates will receive communication via changes in financial policy documentation and through the communication channels used by the nominated pension provider. Equality and Diversity An equality assessment screening has been completed relating to the workplace pension reforms as they relate to GDC employees and Council members GDC Associates. The outcome indicates that the GDC will be complying with the new requirement for workplace pension provision, through auto-enrolment for employees and improvement in pension provision for those Associates who are identified as workers. Legal Legal advice has been taken to ensure that we meet our statutory obligations in establishing an auto-enrolment pension scheme and to establish which GDC Associates it applies to. The deed of alteration for the GDC 1970 Pension and Life Assurance Plan has been drafted by the Scheme s external legal advisers. Risks The GDC will need to comply with the new work-based pension reforms with effect from 1 February 2014. Failure to comply with the regulations could cause the GDC to be liable to fines in the region of 5,000 per day. The Remuneration Committee has established a risk register for pension scheme changes. Resources 1. The establishment of an auto-enrolment scheme for future employees is part of a wider pension strategy to contain the risk and cost of staff pension provision at broadly current levels. These also include an initial proposal to increase employee contributions for all staff to the DB scheme in the future. This will require formal consultation with staff and Sign off Kate Husselbee Tim Whitaker Tim Whitaker Kate Husselbee Frances Low Kate Husselbee Graham Masters

discussions with the Remuneration Committee and the Scheme s trustees which will be taken forward in 2014. 2. The actuary s calculations suggest the GDC s current annual pension contributions amount to approximately 1.3m, which would increase to around 1.6m in 2014 if the GDC was to enrol all its employees into the current DB pension plan. The proposals under the wider pension strategy, which includes increasing employee contributions to the DB section, would reduce the GDC s annual pension contributions to around 1.2m in 2014, falling to 1.1m over the period to 2016. 3. Any GDC employer pension contributions for Associates relating to the work-place pensions reforms will increase costs for the GDC from 1 February 2014. Based on total fees that were paid in 2012 to the 45 workers that are currently considered eligible to be auto-enrolled, the maximum possible cost to the GDC, for all the eligible Associates in total, would range from 1,260 in February 2014, based on 1% of fees paid, to 3,780 in October 2017, based on 3% of fees paid. 4. The estimated cost of these changes has been provided for in the 2014 budget.

APPENDIX 2 DATED 2013 (1) THE GENERAL DENTAL COUNCIL (2) JONATHAN MARTIN IAN JACKSON MELANIE STEWART HR TRUSTEES LIMITED DEED OF ALTERATION FOR THE GENERAL DENTAL COUNCIL 1970 PENSION AND LIFE ASSURANCE PLAN

THIS DEED is made on 2013 BETWEEN 1. THE GENERAL DENTAL COUNCIL whose registered office is at 37 Wimpole Street, London W1G 8DQ (the "Principal Employer"); and 2. JONATHAN MARTIN, IAN JACKSON, MELANIE STEWART and HR TRUSTEES LIMITED (the "Trustees"). WHEREAS (A) This deed is supplemental, among other things, to a trust deed (the "Governing Deed") dated 22 September 2011 with rules attached (the "Rules") which currently govern the General Dental Council 1970 Pension and Life Assurance Plan (the "Scheme"). (B) The Trustees are the current trustees of the Scheme and have power under clause 13 of the Governing Deed (the "Power of Alteration") with the consent of the Principal Employer to alter or modify the Governing Deed and the Rules. (C) (D) (E) (F) (G) The Trustees with the consent of the Principal Employer wish to alter or modify the provisions of the Governing Deed and the Rules as set out below. Following the introduction of the automatic enrolment requirements of the Pensions Act 2008, the Trustees have agreed with the Principal Employer that new pension arrangements (the "New Pension Arrangements") will apply under the Scheme in respect of any person who starts employment with the Principal Employer on or after 2 September 2013 (a "New Employee"). By deed dated 21 August 2013, the Rules were altered so that the contributions payable by and in respect of any New Employee and the benefits payable to and in respect of any New Employee will be determined in accordance with a deed to be agreed between the Trustees and the Principal Employer shortly after new pension arrangements are finalised. The New Pension Arrangements have been finalised and the contributions and benefits are determined as set out in this deed. The alterations set out in this deed are not regulated modifications for the purpose of section 67A(2) of the Pensions Act 1995. The requirements of section 259 of the Pensions Act 2004 in relation to consultation have been complied with. NOW THIS DEED WITNESSES that the Trustees with the consent of the Principal Employer alter and modify the provisions of the Scheme with effect on and from 1 February 2014 so as to incorporate the changes set out below: 1. A new section is added to the Scheme, to be known as the Defined Contribution 2014 Section. The terms of the Defined Contribution 2014 Section are set out in the Schedule to this deed. 2. Clause 17.2.2 is amended by: 2.1 inserting the words "or the DC 2014 Fund as defined in the Defined Contribution 2014 Section Rules" after the words "as defined in Rule 2 of the DC Section Rules"; and 2.2 adding the following at the end: "The DC 2014 Fund shall be applied in accordance with paragraph 8 of the Defined Contribution 2014 Section Rules.". 47714874.8\pw02 2

3. Rule 1.2 is amended by adding the following words at the end of the definition of Member: ". In relation to benefits under the Defined Contribution 2014 Section, a Member shall include a DC 2014 Member". 4. Rule 2.1 is amended by: 4.1 inserting the following words after the words "An Employee will be eligible to join the Scheme for retirement benefits": "(other than those retirement benefits provided under the Defined Contribution 2014 Section)"; 4.2 replacing Rule 2.1.4 with the following: "has completed at least 12 months in active membership of the Defined Contribution 2014 Section, whether or not this is continuous"; and 4.3 adding the following at the end: "If an Employee is a Pensioner, the Principal Employer may in its absolute discretion determine that he will not be eligible to join the Scheme for retirement benefits other than those retirement benefits provided under the Defined Contribution 2014 Section.". 5. Rule 2.2 is deleted and replaced with the following: "Lump Sum Death Benefit only An Employee who is not eligible to join the Scheme for retirement benefits under Rule 2.1, and who is not a DC 2014 Member, will be a Member of the Scheme for the lump sum benefit payable on his death set out in Rule 5.1.2(a). Such an Employee will not be required to contribute to the Scheme. Membership of the Scheme for the lump sum benefit under this Rule 2.2 shall cease on leaving Service or attaining age 75 if earlier." 6. Paragraph 3 of the DC Section Rules is amended by: 6.1 deleting the words "Members of the Scheme may apply to join the DC Section by:" and replacing them with the following : "Up to and including 31 March 2014, Members of the Scheme whose current employment with the Principal Employer commenced before 2 September 2013 may apply to join the DC Section by:"; and 6.2 adding the following at the end of Paragraph 3: "On and from 1 April 2014, no person may apply to join the DC Section." 7. Paragraph 8.2 of the DC Section Rules is amended by inserting the words "or the Member" after the words "taken out in the name of the Trustees". 8. The last sentence of the definition of Pensionable Salary is deleted and replaced with the following: "Pensionable Salary shall be determined on entering Service up to the first Anniversary Date after entering Service." IN WITNESS WHEREOF this deed has been entered into the day and year first before written. 47714874.8\pw02 3

EXECUTED BY THE GENERAL DENTAL COUNCIL Given under the official seal of the General Dental Council Signed. Chair Signed. Chief Executive & Registrar Signed and delivered as a deed by Full Name JONATHAN MARTIN Signed. In the presence of Full name of Witness Signature Address of Witness 47714874.8\pw02 4

Signed and delivered as a deed by Full Name IAN JACKSON Signed. In the presence of Full name of Witness Signature Address of Witness Signed and delivered as a deed by Full Name MELANIE STEWART Signed. In the presence of Full name of Witness Signature Address of Witness EXECUTED as a deed by HR TRUSTEES LIMITED acting by two Directors or a Director and the Secretary:- Director... Director/Secretary... 47714874.8\pw02 5

SCHEDULE THE DEFINED CONTRIBUTION 2014 SECTION RULES 1. INTRODUCTION The Defined Contribution 2014 Section of the Scheme (the "DC 2014 Section") operates on and from 1 February 2014. The DC 2014 Section provides benefits on a money purchase basis. The terms of the DC 2014 Section are set out in this Schedule. Except where stated in this Schedule, the general terms of the Scheme shall apply. The only benefits payable in respect of a DC 2014 Member are those set out in this Schedule, unless the DC 2014 Member becomes a Member of the Scheme for other retirement benefits in accordance with Rule 2. 2. DEFINITIONS In this Schedule the following expressions have the following meanings. For the avoidance of doubt, the definitions set out in the main section of the Rules shall apply unless otherwise defined below: "DC 2014 Member" means a person in active membership of the DC 2014 Section who has been admitted to membership of the DC 2014 Section in accordance with paragraph 3 of this Schedule. "Insurance Company" means an insurance company which satisfies the requirements described in Regulation 2(1) of the Occupational Pension Schemes (Discharge of Liability) Regulations 1997. "DC 2014 Fund" in relation to a DC 2014 Member means the account representing his interest under the DC 2014 Section based on the contributions allocated to the DC 2014 Member's DC 2014 Fund under paragraph 4 of this Schedule and any other monies allocated to the DC 2014 Member's DC 2014 Fund and after deduction of any investment and other costs notified to the DC 2014 Member and after adjustment to reflect the investment return (whether positive or negative) relating to the DC 2014 Member's DC 2014 Fund. The rights attributable to the DC 2014 Member's DC 2014 Fund do not confer on the DC 2014 Member any beneficial interest in any specific assets of the Scheme. "Pensionable Salary" has the meaning given in Rule 1. 3. JOINING THE DC 2014 SECTION The Trustees shall admit to active membership of the DC 2014 Section such persons in such circumstances as the Principal Employer specifies to the Trustees in writing. The Principal Employer shall provide such information to the Trustees about such persons as the Trustees require. 47714874.8\pw02 6

4. MEMBER AND EMPLOYER CONTRIBUTIONS FOR DC 2014 MEMBERS 4.1 DC 2014 Member's compulsory contributions to the DC 2014 Section Each DC 2014 Member in Service who has joined the DC 2014 Section must contribute to the DC 2014 Section at the percentage of Pensionable Salary shown below: Period Percentage of Pensionable Salary 1 February 2014 to 31 January 2016 2% 1 February 2016 onwards 3% These contributions shall be paid by the Employer to the Trustees and deducted from the salary or wages of the DC 2014 Member. If a DC 2014 Member becomes a Member for retirement benefits under Rule 2, these contributions shall no longer be paid. 4.2 Employer's contributions to the DC 2014 Section The Employer must contribute to the DC 2014 Section in respect of each DC 2014 Member employed in its Service at the percentage of Pensionable Salary shown below: Period Percentage of Pensionable Salary 1 February 2014 to 31 January 2016 4% 1 February 2016 onwards 6% If a DC 2014 Member becomes a Member for retirement benefits under Rule 2, these contributions shall no longer be paid. 4.3 DC 2014 Member's voluntary contributions to the DC 2014 Section In addition to the contributions under paragraph 4.1 of this Schedule, the Trustees, with the Principal Employer's consent, may allow a DC 2014 Member to pay voluntary contributions to the DC 2014 Section on such basis as the Trustees may determine from time to time. If a DC 2014 Member becomes a Member for retirement benefits under Rule 2, the Trustees may nevertheless, with the Principal Employer's consent, allow him to pay voluntary contributions to the DC 2014 Section under this paragraph. 4.4 Allocation of contributions to the DC 2014 Section to the DC 2014 Member's Fund The contributions paid under paragraphs 4.1 to 4.3 of this Schedule shall be allocated to the DC 2014 Member's DC 2014 Fund. 5. ABSENCE FROM WORK 5.1 Statutory protection 47714874.8\pw02 7

Where a DC 2014 Member is absent from work by reason of pregnancy or recent childbirth, parental leave or adoption leave, the contributions to the DC 2014 Section will be paid in accordance with statutory requirements from time to time. However, the Trustees and the Employer may agree with the DC 2014 Member to calculate contributions on a different basis. 5.2 Non statutory protection Where a DC 2014 Member is absent from work by reason of pregnancy or recent childbirth, parental leave or adoption leave and the statutory requirements do not apply, or have ceased to apply, or where the DC 2014 Member is absent for other reasons, contributions to the DC 2014 Section will be paid in such manner as the Employer may decide and notify to the Trustees and the DC 2014 Member. 6. OPTING OUT 6.1 Opting out - special auto-enrolment rule A person may exercise his right to opt out of the DC 2014 Section in accordance with Section 8 of the Pensions Act 2008, in which case he will be treated as not having become a DC 2014 Member and any contributions paid in respect of him to the DC 2014 Section shall be refunded in accordance with that Act. 6.2 Standard opting out and exclusion In addition, a person may opt out of active membership of the DC 2014 Section by written notice to the Trustees in such form as they may require. The Principal Employer may by notice in writing to the Trustees direct that a specified person (or class of specified persons) shall be treated as if he (or they) had opted out of active membership of the DC 2014 Section. Contributions shall not be payable in respect of a person who has, or who is treated as having, opted out of active membership of the DC 2014 Section. 7. INVESTMENT OF CONTRIBUTIONS TO THE DC 2014 SECTION 7.1 Investment options A DC 2014 Member s DC 2014 Fund shall be invested in such investment or investments as the Trustees shall determine in accordance with Clause 3 of the Trust Deed. The Trustees may at any time and from time to time in their absolute discretion offer DC 2014 Members a choice of one of more arrangements in which to invest their DC 2014 Fund ("Investment Options") and may at any time in their absolute discretion remove any Investment Options, in each case on such terms as the Trustees determine. Where Investment Options are offered to the DC 2014 Members, paragraphs 7.2 and 7.3 of this Schedule shall apply and the Trustees shall comply with the DC 2014 Member's instructions under those paragraphs. 7.2 Instructions from the DC 2014 Member If the Trustees offer the DC 2014 Member Investment Options, the DC 2014 Member shall instruct the Trustees in writing of his selected Investment Options. Where the DC 2014 Member is permitted to select more than one Investment Option and chooses more than one such option, he shall also instruct the Trustees in writing of the proportion in which he requires contributions made by or in respect of him to the DC 2014 Section to be allocated among them. 47714874.8\pw02 8

If the DC 2014 Member fails to instruct the Trustees in connection with his Investment Options or if any of the DC 2014 Member's existing choices are removed from the available investment arrangements and the DC 2014 Member fails to make a new choice within such period as the Trustees shall decide, he shall be deemed to have selected such Investment Options or Investment Option as the Trustees decide on his behalf from time to time. So far as is permitted by law, the Trustees shall not be liable for acting in accordance with the DC 2014 Member's instructions in connection with his Investment Options or Investment Option or for implementing any default choice in the absence of any choice made by the DC 2014 Member (or if the Trustees are unable to comply with any instruction given by the DC 2014 Member). 7.3 Investment switches A DC 2014 Member may switch all or part of his DC 2014 Fund from one Investment Option to another at such intervals as the Trustees allow and subject to such conditions as the Trustees may determine. Such switches shall be subject to such terms as to charges, procedure or otherwise as the Trustees may determine. 8. BENEFIT OPTIONS 8.1 Options on retirement The DC 2014 Member's DC 2014 Fund shall be applied on a money purchase basis on the DC 2014 Member's retirement at the Normal Retirement Date in securing such one or more of the following benefits as the DC 2014 Member may select and the Trustees may allow: 8.1.1 8.1.2 8.1.3 a pension payable to the DC 2014 Member; a pension payable to the DC 2014 Member's Dependant(s) in such shares as the DC 2014 Member shall notify to the Trustees; a cash lump sum up to: (a) (b) the maximum pension commencement lump sum for the purpose of the Finance Act 2004; or in appropriate circumstances, the maximum: (i) (ii) (iii) (iv) serious ill-health lump sum for the purpose of the Finance Act 2004; trivial commutation lump sum for the purpose of the Finance Act 2004; winding-up lump sum for the purpose of the Finance Act 2004; commutation payment as described in Part 2 of the Registered Pension Schemes (Authorised Payments), the cash sum reducing the DC 2014 Member's DC 2014 Fund by an equivalent amount; 8.1.4 8.1.5 increases to pensions secured under 8.1.1 or 8.1.2 above; guarantees in relation to the pension secured under 8.1.1 above. 47714874.8\pw02 9

If the DC 2014 Member is suffering from such physical or mental incapacity as to be in the opinion of the Trustees not competent to make this selection, or if he fails to do so, the Trustees shall make it for him. 8.2 Alternative times of retirement With the consent of the Trustees, a DC 2014 Member may retire before or after his Normal Retirement Date, in which case his DC 2014 Fund shall be applied in the manner described in paragraph 8.1 of this Schedule at such alternative time as the Trustees allow. This shall not be before the age of 55 unless the Trustees have received evidence from a registered medical practitioner that the DC 2014 Member is (and will continue to be) incapable of carrying on his occupation because of physical or mental impairment, and the DC 2014 Member has in fact ceased to carry on that occupation. 8.3 Method of providing pensions All pensions provided by the DC 2014 Section shall be provided by an insurance policy taken out in the names of the Trustees or the Member, unless the Trustees determine otherwise. The Trustees may consult the DC 2014 Member about the insurer or offer the DC 2014 Member a choice of insurers. If they do offer the DC 2014 Member a choice of insurers, the Trustees shall not be liable for acting in accordance with the DC 2014 Member's instructions. If the Member is suffering from such physical or mental incapacity as to be in the opinion of the Trustees not competent to give this instruction, or if he fails to do so, the Trustees shall choose the insurance company. Where a pension is provided by an insurance policy, it shall be payable in accordance with the terms of that policy and the Trustees shall be discharged from all other liabilities to or in respect of the DC 2014 Member's membership of the DC 2014 Section. As an alternative to purchasing an insurance policy, the Trustees may arrange for all or part of the DC 2014 Member's DC 2014 Fund to be used to provide benefits from the Scheme on such basis as they determine on the advice of the Actuary. 9. CESSATION OF ACTIVE MEMBERSHIP OF THE DC 2014 SECTION BEFORE NORMAL RETIREMENT DATE 9.1 A DC 2014 Member who ceases to be in Service or who otherwise ceases to have contributions paid by or in respect of him to the DC 2014 Section other than upon his death or retirement shall, subject to paragraph 6.1 and paragraph 9.2, retain his DC 2014 Member s DC 2014 Fund in the Scheme to be applied on his retirement in accordance with paragraph 8 of this Schedule and until then it shall remain invested under the DC 2014 Section. 9.2 If a DC 2014 Member to whom paragraph 9.1 applies ceases to be in Service in circumstances where the Scheme is not required to make provision for him to be entitled to "short service benefit" as defined in section 71 of the Pension Schemes Act 1993, he shall, to the extent that it is lawful, receive a payment equal to the value of his contributions under paragraphs 4.1 and 4.3 (as adjusted by any investment return, whether positive or negative, on them and taking account of any investment or other costs paid from his DC 2014 Fund). This payment shall be reduced by an amount deducted in respect of any tax due in connection with the payment. Once paid, the DC 2014 Member shall have no further entitlement to benefits under the DC 2014 Section. The balance of the DC 2014 Fund shall form part of the general assets of the Scheme. 47714874.8\pw02 10

Before making such a payment, the Trustees shall first comply with the applicable provisions of Chapter 5 of Part IV of the Pension Schemes Act 1993 regarding the offer of a cash transfer sum. 9.3 If a DC 2014 Member requests a transfer under Clause 6 of the Trust Deed, the DC 2014 Member's DC 2014 Fund shall be transferred under that Clause. 10. DEATH BEFORE BENEFITS BECOME PAYABLE 10.1 If a DC 2014 Member dies before his benefits under the DC 2014 Section become payable: 10.1.1 10.1.2 there will be payable, subject to paragraph 10.2 and the limitations contained in Appendix 2, a lump sum death benefit in accordance with Rule 5.6 calculated as four times his Pensionable Salary; and the Trustees shall apply all or part of the DC 2014 Member's DC 2014 Fund (as they shall determine in their absolute discretion) to provide a further lump sum death benefit in accordance with Rule 5.6. To the extent that the Trustees do not apply the DC 2014 Member's DC 2014 Fund in this way, the Trustees shall apply it to provide a pension for such one or more of the DC 2014 Member's Dependants as the Trustees determine, and if the Trustees so determine, in such shares as they think fit. 10.2 Clause 9.2 (which provides that if the Trustees shall take all reasonable care to effect an assurance of their liabilities for the provision of contingent death benefits, such liability in respect of each individual Member shall be limited to correspond to the moneys received in respect of such Member under the said assurance) applies in relation to the lump sum death benefit under paragraph 10.1.1. 47714874.8\pw02 11

Appendix 3 Guide to the deed of alteration for the General Dental Council 1970 Pension and Life Assurance Plan INTRODUCTION The new section to the plan is called the Defined Contribution 2014 Section, or the DC 2014 Section for short. The details of the DC 2014 Section are set out in the Schedule to the deed. RECITALS Recitals A, B and C set out the general background to the Plan and recite the power of alteration. Recitals D and E set out the background to the DC 2014 Section, including the recent holding deed. The contributions and benefits in respect of any person who starts service from 2 September 2013 are determined with reference to the deed. Recital F confirms that the alterations made by the deed do not affect member's accrued rights. Recital G confirms that the consultation requirements have been complied with (this relates to Clause 6 below). The deed should not be signed before the consultation process has been completed. OPERATIVE PROVISIONS Clause 1: This introduces the DC 2014 Section. The terms are set out in the Schedule. Clause 2: This ensures that the DC 2014 Section is separated from the Plan's assets on winding up (this is the same as the existing DC section). Clause 3: This extends the definition of Member to include a member of the DC 2014 Section where required. Clause 4: This amends the Plan's general eligibility conditions so that employees must complete 12 months' active membership of the DC 2014 Section (whether or not continuous) before being admitted for DB benefits. This also gives the GDC discretion to determine that an employee already in receipt of a DB pension from the Plan would be ineligible to rejoin for DB benefits. We expect that the GDC would consider the age discrimination laws before this discretion is exercised. Clause 5: This amends the Plan's provisions which deal with lump sum death benefit only membership. All employees are now covered for four times pensionable salary. Clause 6: This amends the existing DC Section rules so that up to 31 March 2014, employees who joined before 2 September 2013 can apply to join the DC Section, but after that date nobody can apply to join. This is a change which triggers a requirement to consult affected members. Clause 7: This allows the trustees, when providing pensions from the existing DC Section, to take out an insurance policy not only in the name of the trustees but also in the name of the member. The new DC 2014 Section has a corresponding provision. 47811661.3\pw02 1 of 2

SCHEDULE The details of the DC 2014 Section are set out here. Paragraph 1: This says that the general terms of the Plan will apply except as stated in the Schedule. The only benefits payable to a member of the DC 2014 Section are set out in this Schedule unless the Member is also admitted for DB benefits. Paragraph 2: This adds new definitions for DC 2014 Member, Insurance Company, DC 2014 Fund and Pensionable Salary. Paragraph 3: This requires the trustees to admit any person specified by the GDC in writing, to active membership of the DC 2014 Section. This reflects the fact that the automatic enrolment obligations under the Pensions Act 2008 are primarily on the GDC as the employer. Paragraph 4: This sets out the contributions payable by the DC 2014 Member and the GDC. Paragraph 4.3 allows voluntary contributions with the consent of the trustees and the GDC. Paragraph 5: This is similar to the absence provisions in the existing DC Section. Paragraph 6: This allows a DC 2014 Member to opt out whether or not in exercise of his right to do so under the automatic enrolment legislation. Paragraph 7: This is similar to the investment provisions in the existing DC Section. Paragraph 8: This sets out the benefits under the DC 2014 Section. The existing DC Section works by 'piggybacking' the main DB benefits. However, it is likely to be necessary to pay benefits from the DC 2014 Section independently of any DB benefits - indeed DC 2014 Members may have no DB benefits. It is therefore necessary to set out the benefit options more fully than in the existing DC Section. Paragraph 8.1: This sets out a DC 2014 Member's basic options on retirement. Paragraph 8.2: This says that a DC 2014 Member can retire early or late with the consent of the trustees. Paragraph 8.3: This requires that all pensions are to be provided by an insurance policy, unless the trustees determine otherwise. There is a similar provision in the existing DC Section. The policy can be taken out in the name of the trustees or in the name of the member. Paragraph 9: This deals with cessation of active membership of the DC 2014 Section before normal retirement date. This applies not only to DC 2014 Members who leave service, but also if they are admitted to the Plan for DB benefits. This allows short service refunds to the extent allowed by law. This is because legislation exists in draft form under which short service refunds will become unlawful at some point in the future. Paragraph 10: This applies if a DC 2014 Member dies before his DC 2014 Fund is applied. A lump sum death benefit is payable of four times pensionable salary. The DC 2014 Member's fund is also paid as a lump sum or used to provide a pension to a dependant (as defined in the rules) at the trustees' discretion - this is the same as the existing DC Section. Paragraph 10.2 borrows technical language from Clause 9.2. Effectively, if the trustees take reasonable care to insure their liability on the death of a DC 2014 Member, their liability is limited to the proceeds of any insurance policy. Extract from advice from Pinsent Masons LLP 11 November 2013 2 of 2