CHRISTOPHER PAUL SIMPSON. as Settlor, and the Trustee(s) of a trust known as A & N MUTTUCUMAROE FAMILY TRUST. Signed by all of the Trustees:

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1 Trustee Name: JOSEPH MUTTUCUMAROE NIROSHKUMAR and ANUSHA WILLIAM RITUS A.T.F. A & N MUTTUCUMAROE FAMILY TRUST Date: 20TH DAY OF FEBRUARY, 2015 Document Type: MEMORANDUM OF RESOLUTIONS OF THE TRUSTEE(S) Appointment of Trustee: The Trustee(s) tabled a Trust Deed between CHRISTOPHER PAUL SIMPSON as Settlor, and the Trustee(s) of a trust known as A & N MUTTUCUMAROE FAMILY TRUST It was resolved that the Trustee(s) would complete the deed pursuant to the rules that govern the execution of documents by the Trustee(s) and accept the appointment as trustee. The Trustee was requested to complete the documents required to reflect the appointment of the trustee. Signed by all of the Trustees: JOSEPH MUTTUCUMAROE NIROSHKUMAR ANUSHA WILLIAM RITUS

2 Schedule File Copy ITEM 1: DATE OF THIS DEED 20th day of February, 2015 ITEM 2: THE SETTLOR CHRISTOPHER PAUL SIMPSON of Level 9, 575 Bourke Street, Melbourne, Victoria 3000 Chartered Accountant ITEM 3: THE TRUSTEE JOSEPH MUTTUCUMAROE NIROSHKUMAR and ANUSHA WILLIAM RITUS of 13 Comata Way, South Morang, Victoria 3752 ITEM 4: THE SETTLED SUM $10.00 (Ten Dollars) ITEM 5: NAME OF TRUST A & N MUTTUCUMAROE FAMILY TRUST ITEM 6: THE APPOINTOR JOSEPH MUTTUCUMAROE NIROSHKUMAR and ANUSHA WILLIAM RITUS both of 13 Comata Way, South Morang, Victoria 3752 and then such person or persons (or the survivor or survivors of them) as may from time to time be appointed pursuant to Clause 21 and after the death, retirement or mental incapacity of the last survivor of the aforesaid persons the legal personal representative of such survivor. ITEM 7: PERPETUITY PERIOD The period commencing on the date of this Deed and terminating on the 79th anniversary of the date of this Deed or such other date as is deemed to be the perpetuity period by the law in place from time to time.

3 ITEM 8: ADDITIONAL MEMBER OF CLASS OF GENERAL BENEFICIARIES NIL ITEM 9: EXCLUDED BENEFICIARIES NIL ITEM 10: SPECIFIED BENEFICIARIES JOSEPH MUTTUCUMAROE NIROSHKUMAR of 13 Comata Way, South Morang, Victoria 3752 ANUSHA WILLIAM RITUS of 13 Comata Way, South Morang, Victoria 3752 ANGELICA NIROSHKUMAR of 13 Comata Way, South Morang, Victoria 3752 NILUSHCA NIROSHKUMAR of 13 Comata Way, South Morang, Victoria 3752 ITEM 11: OTHER DESCRIPTION OR CLASS OF GENERAL BENEFICIARIES OR SPECIFIED BENEFICIARIES NIL ITEM 12: VESTING DAY The seventy-ninth (79th) anniversary of the date of this Deed.

4 Settlor CHRISTOPHER PAUL SIMPSON Trustee JOSEPH MUTTUCUMAROE NIROSHKUMAR and ANUSHA WILLIAM RITUS Trust Deed A & N MUTTUCUMAROE FAMILY TRUST Shelcom Corporate Services Suite 3, 596 North Road Ormond Vic 3204 Tel: (03) Fax: (03) companies@shelcom.com.au

5 Index 1. Definitions and Interpretation Declaration of Trust Income of the Trust Fund Capital of the Trust Fund Types of Income Vesting of the Trust Benefits by Will not to be taken into Account Investments and Other Powers of the Trustees Trust Fund to be Kept Distinct Trustees only liable if Fraudulent Trustees Discretion Absolute Sole Trustee can give Receipts Remuneration and Commission Trustees not bound to act personally Right of indemnity Appointment of an Alternate Trustee Formalities for Effective Action by Trustees Accounts and Records Trustee s Right to Refuse Disclosure Events in which Trustee ceases to hold office Powers of Appointor New Trustee may accept Account Rendered Trustee Resignation Third Parties dealing with Trustees Excluded Class of Members Revocation and Amendment of Trust Deed... 25

6 This Deed of Settlement is made the date set out in Item 1 of the Schedule between: The person named and described in Item 2 of the Schedule as the Settlor ( the Settlor ) and The person or persons or company named and described in Item 3 of the Schedule as the Trustee ( the Trustee ) Recitals A. THE Settlor desires to make provision for the persons referred to as the Specified and General Beneficiaries; B. FOR that purpose the Settlor has or will transfer the Settled Sum to the Trustees; C. THE Trustees have consented to become the Trustees upon the trusts and with and subject to the powers and provisions set out in this Deed; D. THE trusts created by this Deed are to be known by the name set out in Item 5 of the Schedule. Operative part 1. Definitions and Interpretation 1.1 In this Deed the following expressions shall unless there is something repugnant to or inconsistent with the subject matter have the following meanings: (c) (d) "Accounting Period" shall mean each period of twelve months ending on the 30th day of June in each year PROVIDED first that the period commencing on the date hereof and ending on the 30th day of June next shall be an Accounting Period and secondly that the period commencing on the first day of July prior to the Vesting Day and ending on the Vesting Day shall be an Accounting Period; "Appointor" shall mean successively the person or persons successively named described or defined as such in Item 6 of the Schedule or determined according to the provisions of this Deed and in particular Clause 21 of this Deed; "Beneficiary" shall mean any of the General Beneficiaries; "Charity" shall mean any body, institution or foundation (whether corporate or unincorporated) established exclusively or predominantly for purposes recognised as charitable and the Trustees (in their capacity as such) of any Trust or Settlement established wholly or predominantly for charitable purposes and whether such body, institution, foundation or Trustee is or are established, maintained, Page 1

7 conducted, resident, situate, located or otherwise carried on in Australia or anywhere in the world; (e) (f) (g) "Children" shall include step-children, legally adopted children, children under guardianship and illegitimate children wholly maintained as bona fide members of a family; "Cost" includes any cost, charge, expense, outgoing, payment or other expenditure of any nature whatever; "Derivative Transaction" means any: (i) (ii) (iii) (iv) Interest rate swap, currency swap, currency option, interest rate option, swaption, smart forward, money market transaction, foreign exchange transaction, margin foreign exchange transaction, futures transaction, forward rate agreement, forward rate bill transaction, synthetic forward exchange transaction, deposit transaction, currency transaction, interest rate transaction, bond option, commodity (including precious metals, electricity or energy) option or other transaction, credit derivative, equity derivative, capital market transaction, securities buy-back transaction or sell-back transaction; Other product traded, or transaction, or transaction undertaken, on financial markets (whether on an exchange or not) from time to time and at any future time; Synthesis or derivative of any of them; and Option on any transaction or product referred to in paragraphs (i)- (iii) above. (h) "Domestic Partner" means a domestic partner as defined in the Duties Act 2000; (i) (j) (k) "Eligible corporation" shall mean any corporation at least one share in which is beneficially owned or held by any beneficiary (including the trustees of any eligible trust); "Eligible trust" shall mean any trust or settlement under which any Beneficiary or class of General Beneficiaries has any interest whether vested, contingent or discretionary; "Excluded class" shall mean and include each of the following persons, namely: (i) (ii) (iii) (iv) the Settlor; every person claiming under or in right of the Settlor; every corporation and the trustees of every trust or settlement in or under which any member of the excluded class has any interest so long as such interest continues; the person or persons named in Item 9 of the Schedule PROVIDED HOWEVER that a person shall not be a member of the excluded class if his name is expressly included in Item 8 of the Schedule within the Class of Page 2

8 Additional Members of Class of General Beneficiaries PROVIDED FURTHER that the Trustees may at any time and from time to time declare in writing that any person shall be a member of the excluded class notwithstanding that he is or might but for such declaration become a Beneficiary and the excluded class shall as from the date of making any such declaration be modified accordingly but so that this power shall not be capable of being exercised so as to derogate from any interest to which such Beneficiary has previously become indefeasibly entitled whether in possession or in reversion or otherwise; (l) (m) (n) Family Trust means a trust that makes a Family Trust Election; Family Trust Election means an election made pursuant to the Tax Act and satisfies the family control test as set out in the Tax Act for the Accounting Period in which the family trust election is made; "General Beneficiaries" shall mean and include: (i) (ii) (iii) the Specified Beneficiary or the Specified Beneficiaries (as the case may be); the grandparents, mother, father, brothers and sisters, spouses, domestic partners, children and grandchildren of the Specified Beneficiary and the mothers, fathers, brothers and sisters, spouses, domestic partners, widows, widowers, children and grandchildren of such grandparents, mother, father, brothers and sisters, spouses, domestic partners, children and grandchildren; any of the following entities whether formed in Australia or elsewhere, namely: A. the trustees (in their capacity as such) of any eligible trust; B. any eligible corporation; C. any other legal person at least one share or other interest in which is beneficially owned or held by any Beneficiary (including the trustees of an eligible trust and an eligible corporation); D. any charity; E. any school, body, institution, corporation or foundation established for educational purposes; (iv) (v) such other persons corporations and trusts (if any) as may be named described or defined in Item 8 of the Schedule as additional members of the class of General Beneficiaries; such other person or persons corporate or unincorporated whether a resident or residents of Australia or not nominated by the Trustee in writing at any time and from time to time during the Trust Period provided such person or persons is or are in existence before the Vesting Day; PROVIDED HOWEVER that every member of the excluded class shall be excluded from the class of General Beneficiaries notwithstanding that he may otherwise be or be qualified to be included in the class of General Beneficiaries; Page 3

9 AND PROVIDED FURTHER that the Trustees may at any time and from time to time declare in writing that any person shall be excluded from the class of General Beneficiaries notwithstanding that but for such exclusion he is or would be a General Beneficiary and the class of General Beneficiaries shall as from the date of the making of any such declaration be modified accordingly but so that this power shall not be capable of being exercised so as to derogate from any interest to which such General Beneficiary has previously become indefeasibly entitled whether in possession or in reversion or otherwise; (o) "Income" or "Net Income" includes all profits or gains taken into account in calculating the net income of the Trust and exempt income as defined in section 95(1) of the Tax Act, notwithstanding that the whole or any part thereof may otherwise constitute capital of the Trust or such other amounts as the Trustees may determine; (p) "Infant" means a person under 18; (q) (r) (s) (t) (u) (v) (w) (x) (y) "Interest" includes any interest, contingent interest, possibility or expectancy of whatever nature and whether liable to be defeated or diminished by the exercise of any power or by reason of any other matter or circumstance; Interposed Entity means a trust that has made an Interposed Entity Election; Interposed Entity Election means an election made pursuant to the Tax Act and satisfies the family control test as set out in the Tax Act for the Accounting Period in which the Interposed Entity Election is made; "Master Agreement" means any agreement (however described) that sets out the terms of, or otherwise relates to, any Derivative Transaction, and which is published or prepared by any bank, financial institution, domestic or international financial industry body or association, and any schedule, annexure, annex, supplement, addendum (however described) or, or of, that agreement. "Net capital gain" means any net capital gain calculated in accordance with Section of the Tax Act which has accrued to the Trustee in its capacity as trustee of the Trust Fund; "Notional Settlor" shall mean any person other than a General Beneficiary by whom any disposition of property of any nature to or in favour of the Trustees shall be made at any time otherwise than for fully adequate consideration in money or money's worth; "Pay" includes transfer, convey and assign; "Perpetuity period" shall mean the perpetuity period applicable to dispositions effected by this Deed under the rule known as the Rule against Perpetuities (as modified by Statute) (which rule as so modified is hereinafter in this Deed called "the rule against perpetuities") and that period shall be the period specified in Item 7 of the Schedule and if no period is so specified shall be the period of eighty years commencing on the date of this Deed; "Persons" shall include corporations, partnerships and all juristic persons recognised by the law applicable to this Deed or by any other law; Page 4

10 (z) (aa) (bb) (cc) (dd) (ee) (ff) (gg) "Set aside" in relation to a beneficiary includes placing sums to the credit of such Beneficiary in the books of account of the Trust Fund; Settled Sum means the amount set out in Item 4 of the Schedule; "Specified Beneficiary" and "Specified Beneficiaries" shall mean the person or persons named described or defined as such in Item 10 of the Schedule; the expressions "Specified Beneficiaries" and "General Beneficiaries" shall include persons who at any time or from time to time until the Vesting Day fall within any of the foregoing definitions or within any description in Item 11 of the Schedule notwithstanding that such persons may not at the date of this Deed be in existence or fall within that definition or description and (in the case of Trustees) notwithstanding that at the date of this Deed the trusts or settlements of which they are Trustees have not been established or do not fall within that definition or description; "Tax Act" means the Income Tax Assessment Act 1936 as amended from time to time and/or the Income Tax Assessment Act 1997 as amended from time to time; "Trust Fund" shall mean the said settled sum, all moneys, investments and property paid transferred to or accepted by the Trustees as additions to the Trust Fund held by them pursuant to this Deed, the accumulations of income directed or empowered to be made, all accretions and additions thereto from any source and the investments and property from time to time representing the said money, investments, property, accumulations, accretions and additions; Types of Income in relation to receipts of the Trust Fund shall mean that part or those parts of such receipt which the Trustee has separately identified, characterised and recorded in the books of account of the Trust so that those receipts may be separately dealt with or distributed as provided for in this Deed; "Vesting Day" shall mean: (i) the first to occur of the following dates namely: A. the day specified as the "Vesting Day" in Item 12 of the Schedule; B. such date being earlier than the day so specified as the Trustees may appoint; or (ii) such date being later than the Vesting Day as the Trustees may appoint provided that date falls within the perpetuity period; PROVIDED HOWEVER that where the date of expiration of the perpetuity period is earlier than the Vesting Day determined under the foregoing provisions that date shall be the Vesting Day AND PROVIDED FURTHER that notwithstanding anything to the contrary herein contained all powers and dispositions made by or pursuant to or contained in this Deed which but for this provision would or might vest take effect or be exercisable after the expiration of the perpetuity period shall vest and take effect on and be exercisable only until the last day of the perpetuity period; Page 5

11 1.2 Interpretation: In the interpretation and application of this document the following rules apply unless the context otherwise requires: (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) words importing the singular include the plural and vice versa; words importing a gender include all other genders and vice versa; expressions importing a natural person include a corporation and vice versa; if a word or phrase is defined, its other grammatical forms have a corresponding meaning; this document is governed by the laws of the State of Victoria and its courts and the Federal Courts of Australia are the exclusive forum for any dispute; a covenant, agreement, warranty, obligation, liability or similar on the part of two or more persons binds each of them jointly and severally; the recitals accurately set out the circumstances in which the parties have entered this document; this document binds and enures for the benefit of successors and permitted transferees or assigns of the parties; headings or margin notes in this document are for ease of reference only and do not affect the meaning or interpretation of this document; a reference to any statutory enactment or any law includes that statutory enactment or law as amended, modified or re-enacted from time to time and all rules regulations or other subordinate legislation made under that statute; includes, including and similar expressions are not intended to operate as words of limitation or imply any limitation; a requirement to do anything includes a requirement to cause that thing to be done and a requirement not to do anything includes a requirement to prevent that thing being done; a reference to dollars and $ and other monetary amounts is to Australian currency; a reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form; a reference to time is to that time in the State of Victoria; if the day on or by which anything is to be done is not a business day then that thing must be done on or by the next business day. For the purposes of this document a business day is a day other than a Saturday, Sunday or Gazetted Public Holiday in the State of Victoria; where any time period is to be calculated from a specified date, that date must be included in the calculation; Page 6

12 (r) (s) (t) it is not necessary for a party to this document to incur any expense or make any payment before enforcing a right of indemnity; this document contains all agreements made between the parties in relation to the subject of this document; time is of the essence. 2. Declaration of Trust The Settlor DECLARES that the Trustees shall and the Trustees DECLARE that they will stand possessed of the Trust Fund and of the income thereof upon the trusts and with and subject to the powers and provisions set out in this Deed. 3. Income of the Trust Fund 3.1 Income In respect of each Accounting Period the Trustee must collect, receive and get in all Types of Income arising from the investments of the Trust Fund and must pay all costs and all other losses and expenses in respect of the investments and the administration of the Trust Fund which shall be paid out of the Income or the capital of the Trust fund; and The Trustee may, at its sole discretion, determine: (i) (ii) (iii) Types of Income in accordance with Clause 5 of this Deed in respect of the receipts of the Trust Fund received in each Accounting Period; the nature and amount, if any, of the outgoings, losses and expenses in respect of the investments and the administration of the Trust Fund of the Accounting Period attributable to the Types of Income; and the net amount for each of the Types of Income included in the Income of the Trust Fund for the Accounting Period. 3.2 Income or Capital Determinations The Trustee may, at its sole discretion, at any time and from time to time: (c) (d) treat as income of the Trust Fund any receipt profit or gain which is assessable income for the purposes of the Tax Act; distinguish between any Type of Income as defined or referred to in the said Tax Act; deal with one Type of Income in a different manner to another Type of Income; treat all allowable deductions for the purposes of the Tax Act as expenditure in calculating the Income of the Trust Fund. 3.3 The Trustee may, in its sole discretion, in ascertaining the income and expenditure of the Trust, apply the following rules: (i) Property which is received by the Trustee which is assessable income of the Trust Fund in accordance with the provisions of Tax Act is deemed to have Page 7

13 been received by the Trustee on income account and is income of the Trust Fund; (ii) (iii) (iv) (v) (vi) Property which is received by the Trustee which is not or the value of which is not included in the assessable income of Trust Fund in accordance with the provisions of Tax Act is deemed to have been received on capital account and is part of the capital of the Trust Fund; Assessable income of the Trust Fund includes a profit or gain made by the Trustee where it would be income of the Trust Fund in accordance with the provisions of Tax Act; A profit or gain made by the Trustee which is not of the type referred to in Clause 3.3(iii) is deemed to have been a profit or gain made on capital account and is part of the capital of the Trust Fund; A loss or outgoing on income account includes a loss or outgoing which is an allowable deduction from the assessable income of the Trust Fund in accordance with the provisions of Tax Act; A loss or outgoing which is not wholly an allowable deduction is, to the extent to which it is not an allowable deduction, deemed to have been a loss or outgoing on capital account. 3.4 Distribution of Income In each Accounting Period the Trustee may: (c) pay, apply or Set Aside the whole or such part (if any) of the income of the Trust Fund of that Accounting Period to one or more of the Beneficiaries who shall be living or which shall be in existence at the time the payment, application or Setting Aside of such Income is made in such proportions and from such Types of Income as the Trustee in its discretion may determine and the Trustee shall not be required to assign any reason for such payment, application or Setting Aside. apply the Income for such charitable purposes as the Trustee may determine; accumulate all or part of the Income, and any such determination or resolution may specify a Type of Income and the amount of Income from that Type of Income to which a Beneficiary is entitled and such determination or resolution may provide to pay, apply or Set Aside Income of the Trust Fund by reference to an amount percentage or fraction. 3.5 Allocation to Beneficiaries Once the Trustee determines to pay apply or Set Aside an amount of Income to or for the benefit of any Beneficiary that Beneficiary will have an immediate vested and indefeasible interest to that Income and that Interest may be dealt with as follows: by placing such amount to the credit of such Beneficiary in the books of account of the Trust Fund; or by a cheque or cash to the Beneficiary; or Page 8

14 (c) by paying the amount to the Beneficiary in such manner as the Trustee determines and the receipt of such Person shall be a good and sufficient discharge and receipt to the Trustee. 3.6 Allocation to Infant Beneficiaries Where a Beneficiary is an infant then the Trustee may (in addition to the matters set out in Clause 3.5) do one or more or all of the following namely: (c) (d) pay all or some of that share of Income to the infant or to a bank account in the name of the infant whether solely or jointly with that of another Person including the Trustee; pay all or some of that share of Income to the Parent or Guardian of the infant; apply all or some of that share of Income for or towards the maintenance, benefit, education or advancement of the infant; invest all or some of that share of Income in the infant s name or in the name of any Person in trust for the infant in any manner in which the Trustee is by this Deed authorised to invest moneys, and the doing of any of the things mentioned in Clauses (d) inclusive shall be a full and final discharge to the Trustee in respect of that Income in relation to the trusts of this Deed and relieve the Trustee of any obligation to see the application of any share of Income paid to the Parent or Guardian of the infant. 3.7 Accumulation of Income Any Income that is accumulated shall be added to and form part of the capital of the Trust Fund. The validity of any determination to accumulate Income shall be conditional upon the law in force in relation to this Deed. 3.8 Trustee s Tax Liability The Trustee may, in its sole discretion, Set Aside a sum which in the opinion of the Trustee will be sufficient to meet the obligations of the Trustee to pay Tax for that Accounting period on any amount including amounts paid, applied or Set Aside for Beneficiaries. To the extent that any sum so Set Aside is insufficient to meet the Tax actually assessed, the Trustee may without prejudice to any other rights given to the Trustee by law or by this Deed apply to the Income of the Trust Fund for any subsequent Accounting Period, recover the amount from any Beneficiary in respect of whose share of Income the assessment is issued or apply the capital of the Trust Fund PROVIDED that nothing in Clause 3.8 shall oblige the Trustee to Set Aside any sum aforesaid or affect any rights of the Trustee in the event of any Tax being levied against the Trustee in respect of any amount so paid applied or Set Aside. 3.9 Excess Determination If at the end of any Accounting Period the total amount paid, applied or set aside exceeds the Income of the Trust Fund for such Accounting period the amount of such excess shall be Page 9

15 deducted from the amounts which the Trustee has determined to accumulate and only the balance of such amounts (if any) shall be accumulated and if any deficiency shall still remain then the Trustee shall to the extent of the deficiency be deemed to have applied the capital of the Trust Fund pursuant to the terms of this Deed Trustee may Exclude Beneficiaries The Trustee may exclude any Beneficiary or any class of Beneficiaries in making any determinations (including any determination regarding the payment, application or Setting Aside of Income) and is not required to provide reasons for such exclusion Failure to Make a Determination If the Trustee shall fail to have exercised its discretion to pay, apply, Set Aside or accumulate any part of the Income then the Trustee shall hold the Income not so paid, Set Aside or accumulated for that Accounting Period in trust for: (c) (d) such of the Specified Beneficiaries as are then living and if more than one as tenants in common in equal shares; and if there are no Specified Beneficiaries then living for such of the Children of the Specified Beneficiaries as are then living and if more than one as tenants in common in equal shares; and if there are no Children of the Specified Beneficiaries then living for such of the Grandchildren of the Specified Beneficiaries as are then living or in existence and if more than one as tenants in common in equal shares; and if there be no persons then living who meet the description contained in Clauses 3.11, or (c) hereof, the Trustee will be deemed to have accumulated the Income Separate Trust Any amount Set Aside for any Beneficiary and any amount held by the Trustee in trust for any Beneficiary pursuant to Clause 3.11 shall cease to form part of the Trust Fund and upon being Set Aside or becoming subject to such trust that amount will then be held by the Trustee on a separate trust for such Beneficiary absolutely with power to the Trustee pending payment over thereof to such Beneficiary to invest or apply or deal with such fund or any resulting income therefrom or any part thereof in the manner provided for in this Deed. 4. Capital of the Trust Fund 4.1 Definition of Capital In this Clause 4, Capital means that part of the Trust Fund that does not constitute Income of the Trust other than any Income which the Trustee has determined to accumulate or which has been accumulated. 4.2 Distribution of Capital The Trustee may at any time and from time to time prior to the Vesting Day with respect to all or any part of the Capital of the Trust Fund pay, apply or Set Aside the same to or for: Page 10

16 any one or more of the Beneficiaries living or in existence at the time of the determination; or such charitable purposes as the Trustees may determine. 4.3 Determination of the Trustee A Trustee s determination may be made by way of a written declaration, instrument or resolution of the Trustee made prior to the Vesting Day and may be expressed to be revocable or irrevocable on such terms as the Trustee thinks fit. 4.4 Method of Allocation Capital to be distributed by way of a determination pursuant to the provisions of Clause 4.3 may be affected: in any manner in which the Income of the Trust Fund is able to be paid, applied or Set Aside in accordance with the provisions of this Deed; or by the transfer in specie of any asset comprised in the Trust Fund at a valuation determined by or acceptable to the Trustee. 4.5 Effect of Determination 4.6 Tax Once a determination of the Trustee in favour of a Beneficiary becomes irrevocable, the Beneficiary shall have an immediate vested and indefeasible interest in the Capital the subject of such determination and where the same continues to be held by the Trustee it shall be held on a separate trust for the Beneficiary. Where the Trustee is required by the Tax Act to pay Tax in respect of or arising out of a distribution of Capital it may deduct and pay the same out of such distribution and to the extent to which the same may be insufficient to fully discharge such liability, the Trustee may pay the same from other moneys or property which may be in or come to its possession or control as it may decide. 5. Types of Income 5.1 Types of Income The Trustee may separately record in the books of account and records of the Trust each of the following Types of Income received into the Trust Fund: dividends which under the Tax Act: (i) (ii) (iii) (iv) are fully franked; are unfranked; to which a foreign tax credit attaches; or any other separately identifiable taxation consequence or benefit is attached or arises. Page 11

17 income, including Net Capital Gains, which under the Tax Act: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) has an Australian source; has an ex-australian source; has a foreign tax or other credit attached; is exempt or otherwise liable not to be taxed; is net income from primary production pursuant to the Tax Act; is interest; are royalties; is exempt income; has or gives rise to any other separately identifiable taxation consequence or benefit. 5.2 Identification of other Types of Income The Trustee may separately record and maintain in the books of account and records of the Trust, income or capital having or in respect of which there is attached individual or unique characteristics other than as referred to in Clause 5.1 as the Trustee shall determine in its sole and absolute discretion. 5.3 Differential Distribution A resolution or determination of the Trustee pursuant to Clause 3, may separately deal with the whole or part of the income of a certain type so that the same or any part of that type may be specifically paid applied or Set Aside for the benefit of any one or more of the Beneficiaries exclusive of the other or others or accumulated to the extent to which any share of the Income of the Trust is permitted to be accumulated by this Deed. The whole or any part of the capital of a type may at the discretion of the Trustee be distributed in accordance with the provisions of Clause Expenses and Outgoings Expenses and outgoings of the Trust Fund may at the discretion of the Trustee be allocated against and deducted from income or capital of any one or more Types of Income in such manner as the Trustee may see fit. 5.5 Allocation of Expenses and Outgoings at End of Accounting Period If the Trustee does not exercise its discretion as provided in Clause 5.4 in respect of an Accounting Period, outgoings and expenses of the Trust Fund for that Accounting Period shall be allocated in such manner as the Trustee may decide against one or more Types of Income to which a Tax credit or rebate does not attach, and thereafter against the remaining income of the Trust Fund. Page 12

18 6. Vesting of the Trust 6.1 Vesting of Trust on Vesting Day The Trust shall terminate on the Vesting Day. 6.2 Trust Fund on Vesting Day Subject to any provision of this Deed which limits or restricts distributions of capital of the Trust Fund, the Trustee shall at the Vesting Day: (c) (d) pay out or otherwise discharge all debts, obligations and costs in relation to the Trust; distribute or otherwise deal with the Income of the Trust in accordance with Clause 3; distribute or otherwise deal with the capital of the Trust in accordance with Clause 4; in the event that no Beneficiary is chosen to receive the capital of the Trust, then that capital is to be dealt with in the same manner as described in Clauses (d). 6.3 Distribution of Assets in Specie On the termination of the Trust the Trustee may distribute property comprised in the Trust Fund in specie in satisfaction of any part of the Trust Fund to which a Beneficiary may be entitled. 6.4 Final Accounts On the termination of the Trust, the Trustee must prepare financial statements as at the Vesting Day which shall comply with the requirements of all applicable laws. 7. Benefits by Will not to be taken into Account Any benefits conferred upon any Beneficiary hereunder shall be in addition to and not in substitution for any provision which may be made by the Settlor for such Beneficiary whether by settlement or will or otherwise. 8. Investments and Other Powers of the Trustees The Trustees shall in addition to the powers otherwise conferred upon trustees by law have the following powers 8.1 Power to Apply Trust Moneys on Such Terms as the Trustees Think Fit To apply and invest all moneys at any time forming part of the Trust Fund in any such investments whether involving liability or not or upon personal credit with or without security and upon such terms and conditions as the Trustees shall in their absolute discretion think fit and to the intent that the Trustees shall have the same powers in all respects as if they were absolute owners beneficially entitled including without diminishing the generality of the foregoing the subscription for the taking up on allotment and the Page 13

19 purchase of any shares, stocks, bonds, mortgages, debentures, obligations or securities of any government authority or company incorporated in any part of the world and the taking of and the purchase or acquisition of the whole or any part or share or interest in (including a minority part or share or interest in) any business or partnership and the goodwill and assets thereof and the purchase or acquisition of any real or personal property wheresoever situate or any part or share or interest therein and notwithstanding that the same not be income producing or be of a wasting or speculative nature and to exercise all rights and privileges and perform all duties and obligations appertaining or incidental thereto; 8.2 Power to Purchase Investments To make or purchase any investments for cash or in consideration of an annuity or otherwise and upon such terms and conditions as the Trustees shall in their absolute discretion think fit and to make or purchase any investment for a sum greater than the amount of the Trust Fund for the time being and agree to pay for any investment wholly or in part from any future moneys which may come into their hands including dividends, profits, interest or other income paid or payable in respect of any such investments; 8.3 Power to Obtain Loans and Borrowings To advance and lend moneys to and to borrow and raise moneys from and to secure by mortgage or otherwise howsoever the payment of money to any persons and upon such terms with or without security or interest as they shall deem fit and to join with any person in executing any mortgage or other document for the purpose or securing the payment of money to the Trustees jointly with any person or for the purpose or securing the payment of money to any person and to draw, make, endorse, accept, discount and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments. 8.4 Power to deal derivatives To in its absolute discretion, and is authorised by the beneficiaries of the Trust, to enter: Derivative Transactions; and Master Agreements; In its capacity as Trustee of the Trust. 8.5 Power to Give Guarantee Mortgage and Indemnity To guarantee and give guarantees or indemnities alone or jointly or jointly and severally with any other persons for the payment of money or the performance of contracts or obligations by any person and to join with any company or natural person in executing any mortgage guarantee indemnity contract or other document for the purpose of securing the payment and performance of any liability contract guarantee indemnity or other engagement incurred or to be entered into by the Trustee or any other person (including the Trustee) whether alone or jointly or jointly and severally with any persons upon or over all or any of the Trust Fund and/or upon or over any other property whatsoever and any mortgage charge or encumbrance created pursuant to this sub-clause shall rank in priority to the interest of the beneficiaries in the Trust Fund. 8.6 Power to Vary Investments To vary or transpose any investments into or for any other or others of any nature whatsoever and to vary the terms of or property comprised in any security; Page 14

20 8.7 Power to Deal with Real and Personal Property To hold use purchase construct demolish maintain repair renovate reconstruct develop improve sell transfer convey surrender let lease exchange take and grant options or rights in alienate mortgage charge pledge reconvey release or discharge or otherwise deal with any real or personal property and in particular with shares debentures or securities of any company and with or without deferred restricted qualified or special rights relating thereto; 8.8 Power to Purchase Reversionary or Deferred Property To purchase or acquire any reversionary or deferred property or rights of any description or any life or life endowment or sinking fund or term or other policy or policies of insurance of whatsoever nature and at or subject to any premium or premiums whether single or payable periodically and with or subject to any options rights benefits conditions or provisions whatsoever and to pay out of the income or capital of the Trust Fund as they shall think fit all sums payable from time to time for premiums or otherwise for the effecting or maintenance of any policy or policies of insurance (whether owned by the Trustees or otherwise) or for the exercise or enjoyment of any such option right or benefit thereunder and any surrender of any such policy or policies shall for all the purposes of this settlement be deemed to be sale thereof; 8.9 Power to Pay Management Expenses To pay out of the Trust Fund or the income thereof all costs charges and expenses incidental to the management of the Trust Fund or to the exercise of any power authority or discretion herein contained or in carrying out or performing the trusts hereof which the Trustees may at any time incur including all income tax or other taxes payable in respect of the Trust Fund costs in any way connected with the preparation and execution of these presents and all moneys which the Trustees may be required to pay as settlement gift stamp or revenue duties in respect of the Trust Fund or on these presents; 8.10 Power to Deal in Shares and Debentures To exercise all rights and privileges and perform all duties and do all such acts matters and things appertaining to any shares stocks or debentures in any corporation for the time being subject to the trusts hereof as the Trustees could do if they were the beneficial owners of the shares stock or debentures or were personally interested or concerned in the corporation and without diminishing the generality of the foregoing with liberty to assent to any arrangements modifying such rights privileges or duties and to agree to any scheme or arrangement for the reconstruction or the increase or reduction of the capital of any corporation and to make any agreement in respect of or in the course of the winding up of any company and for such purpose to deposit surrender or exchange any of the said shares stock or debenture or the title thereto and to pay any calls or contributions or other necessary expenses in connection with any such shares stock or debentures or any title thereto; 8.11 Power to Carry on Business To carry on anywhere in the world either alone or in partnership any trade or business whatsoever and to discontinue the same from time to time; 8.12 Power to Employ Personnel To employ any person (including any Trustee hereof and any director of a Company being the Trustee but not the Settlor or any notional Settlor) in connection with any trade or Page 15

21 business carried on by the Trustees or in connection with anything required to be done pursuant to the provisions hereof including the receipt and payment of money and to decide the remuneration to be allowed and paid and the amount of all charges and expenses and to create or arrange any scheme or superannuation retirement benefit or pension for the benefit of any person so employed; 8.13 Power to Subdivide Land To partition or agree to the partition of or to subdivide or agree to the subdivision of any land or other property which or any interest in which may for the time being be subject to the trusts hereof and to pay any moneys by way of equality or partition; 8.14 Power to Promote Company To establish promote or acquire any company or companies or join in the promotion establishment or acquisition of any company or companies; 8.15 Power to Appropriate to Persons in Fund To appropriate any part or parts of the Trust Fund in the actual condition or state of investment thereof in or towards the satisfaction of the interest of any person in the Trust Fund or in or towards the satisfaction of any sum which the Trustees may determine to pay or apply to or for the benefit of any Beneficiary pursuant to Clause 6 hereof and in making such appropriation to estimate the value of the component parts of the Trust Fund or to employ such persons to make such valuation as in the circumstances the Trustees deem proper without obtaining any consents otherwise required by law and so that every appropriation so made shall bind all persons interested in the Trust Fund notwithstanding that they may not yet be in existence or may be under a legal disability; 8.16 Power to Make Valuation of Trust Fund To determine whether any real or personal property or any increase or decrease in amount number or value of any property or holdings of property or any receipt or payments from for or in connection with any real or personal property shall be treated as and credited or debited to capital or to income and generally to determine all matters as to which any doubt difficulty or question may arise under or in relation to the execution of the trusts and powers contained in this Deed and every determination of the Trustees in relation to any of the matters aforesaid whether made upon a question formally or actually raised or implied in any of the acts or proceedings of the Trustees in relation to the Trust Fund shall bind all parties interested therein and shall not be objected to or questioned on any ground whatsoever; 8.17 Power to Open Bank Account To open any account or accounts with any bank or banks and to operate by and in all usual ways any such account or accounts; 8.18 Power to Give Receipts To give effectual receipts and discharges for any moneys received by or on behalf of the Trustees or otherwise relating to any of the acts matters and things provided for in this Deed; Page 16

22 8.19 Power to Grant Options To grant options in respect of any assets held subject to the trusts of this Deed to any person firm or company; 8.20 Power to Hold Offices To become a director of any company in which moneys forming part of the Trust Fund are invested or to appoint any person to act as director of any such company and to receive the remuneration attached to such office without accounting to the Trust therefor provided that the Trustees shall execute all proper declarations of trust for any shares held by them on behalf of the Trust and account to the Trust for all dividends and bonuses; 8.21 Power to Provide for Protection of Trust Fund To take such action as they shall think fit for the adequate protection of any part or parts of the Trust Fund and to do all such other things as may be incidental to the exercise of the powers and authorities conferred on the Trustees by this Deed; 8.22 Power to Seek Counsel To take and act upon the written opinion of an attorney-at-law or Counsel practising in any country where the Trust Fund or any part thereof may for the time being be invested in relation to the interpretation or effect of this Deed or any other document or statute or as to the administration of the Trusts hereof without being liable to any of the persons beneficially interested in respect of any act done by the Trustees in accordance with such opinion provided that nothing in this provision shall prohibit or impede the Trustees from applying to any Court if they shall think fit; 8.23 Power to Appoint Additional Trustees In any conditions or circumstances which the Trustees think expedient to appoint either in respect of the whole of the Trust Fund or any part thereof new Trustees in any country in the world and to transfer assign and set over the investments for the time being representing the Trust Fund or any part thereof to any such new Trustees upon similar trusts and subject to terms and conditions similar to those declared by this Deed and either subject to the control of the Trustees of this Deed or to the exclusion of such control and the Trustees of this Deed shall be indemnified and held harmless against any loss which may arise from the exercise of this power; 8.24 Power to Remunerate Beneficiary Employed by Trustees To remunerate any beneficiary who is at any time in the employ of the Trustees to the same extent and in the same manner as if the Beneficiary so employed were not a Beneficiary hereunder and all bona fide payments made by the Trustees to any such Beneficiary in the form of remuneration for services rendered or to be rendered or on account of expenses in connection with such employment shall not be or be deemed to be payment to the Beneficiary of or on account of his or her share in the Trust Fund or the income thereof; 8.25 Power to Appoint Nominee To permit any asset of the Trust to be held or registered in the name of any nominee of the Trustees and to deposit securities to the deeds and other documents belonging or related to the Trust Fund with any bank; Page 17

23 8.26 Power to Transfer Trust Fund to Another Trust At any time or times before the Vesting Day by any irrevocable deed or deeds (without infringing the rule against perpetuities applicable to this Deed) to appoint that the whole or any part of the income or capital of the Trust Fund shall thenceforth be held upon the trusts and with and subject to the powers and provisions of any eligible trust approved by the Trustees and upon any such appointment being made to transfer to the Trustees or Trustee for the time being of the said eligible trust the property comprised in the said appointment whereupon the trusts herein declared concerning such property shall cease and determine and the said property shall for all purposes be subject to the trusts powers and provisions contained in the said eligible trust and be subject to and governed by the proper law of the said eligible trust whether such proper law shall be the proper law applicable to this Deed or not; 8.27 Power as to Payment of Taxes In the event of any probate succession estate or other duties fees or taxes becoming payable in any part of the world in respect of the Trust fund or any part thereof on the death of the Settlor or of any notional Settlor or of any Beneficiary or of any other person at their absolute discretion to pay all or any part of such duties fees and taxes out of the Trust Fund notwithstanding that such duties fees or taxes or some part thereof are not or may not be recoverable from the Trustees or from the Trust Fund by legal process in the place where the same becomes payable; 8.28 Power to Receive Property To receive property by gift inter vivos or by will or under the provisions of any other trust or trusts or otherwise and either from the Settlor or from any other person or persons as additions to the Trust Fund and to hold the same upon the trusts herein set forth and to administer such additions under the provisions hereof; 8.29 Power to Grant Annuity To grant an annuity to any person and to cancel or redeem the same on such terms as they shall think fit; 8.30 Power to Deal in Real and Personal Property with Trustees To sell transfer hire lease or dispose of any real or personal property of the Trust Fund or to lend or advance any moneys to the Trustees in their personal capacity or in their capacity as trustees of other trust funds or otherwise howsoever or to any company or partnership whatsoever notwithstanding that the Trustees or any of them is a shareholder or director or member or partner of such company or partnership or to any wife husband child or children of any Trustee; 8.31 Power to Deal in Real and Personal Property of Trustees To buy transfer acquire hire or lease any real or personal property or to borrow any moneys from the Trustees or any of them in their personal capacity or in the capacity of the Trustees or any of them as trustee or trustees of other trust funds or otherwise howsoever or from any company or partnership whatsoever notwithstanding that the Trustees or any of them is a shareholder or director or member or partner of such company or partnership or from the husband or wife or child or children of any Trustee; Page 18