Employee Share Trust Deed

Transcription

1 Employee Share Trust Deed Summerset Group Holdings Limited (Company) Summerset LTI Trustee Limited (Trustee)

2 CONTENTS 1 DEFINITIONS AND CONSTRUCTION Definitions Construction 4 2 NAME 4 3 OFFER TO ELIGIBLE EMPLOYEES Offers Scaling of acceptances Minimum number of Shares to be Acquired Form and content of Offer Acquisition of Shares Appropriation of loan repayments Late acceptances 7 4 OBLIGATIONS OF EMPLOYEES 7 5 TRUSTEESHIP Acquisition of Shares Trust Holding of Shares during Restrictive Period Dealing with Shares at end of Restrictive Period Variation in the case of serious hardship Default Repayment of loans Takeovers Company is not a beneficiary 11 6 UNALLOCATED SHARES General Proceeds from sale of Unallocated Shares Exercise of Rights Additional Shares 12 7 VOTING RIGHTS 12 8 SHARE CERTIFICATES 13 9 TRUSTEE Retirement of the Trustee Removal of the Trustee Appointment of new Trustee Personal Interest of Trustee Written resolutions effective Company to act as attorney EXERCISE OF TRUSTEE POWERS General powers /

3 10.2 Other Powers of Trustee WINDING UP Date for winding up Surplus Funds OBLIGATIONS OF THE COMPANY Advances Trustee s costs Provision of support services TRUSTEE S INDEMNITY Limitation of Liability Indemnity VARIATIONS TERMINATION OR SUSPENSION OF THE PROGRAMME MISCELLANEOUS Partial Invalidity Notices Governing law /

4 EMPLOYEE SHARE TRUST DEED Date: 3 June 2016 PARTIES Summerset Group Holdings Limited an incorporated company having its registered office at Level 20 Majestic Centre, 100 Willis Street, Wellington, 6011, New Zealand (the Company) Summerset LTI Trustee Limited an incorporated company having its registered office at Level 20 Majestic Centre, 100 Willis Street, Wellington, 6011, New Zealand (the Trustee) BACKGROUND A B C The Board has resolved to establish an Employee Share Purchase Scheme within the meaning of and capable of approval under section DC 12 of the Income Tax Act The Trustee has agreed to act as the first trustee of the Scheme pursuant to this Deed. The Company has agreed from time to time to provide, procure or reimburse to the Trustee such sums of money as may be required by, and lawfully provided to, the Trustee for the purposes of the Scheme. THE PARTIES AGREE as follows: 1 DEFINITIONS AND CONSTRUCTION 1.1 Definitions In this Deed, unless the context otherwise requires, the following terms have the following meanings: Acquisition means the purchase of, or subscription for, Shares by the Trustee to be held in trust by it for a Participating Employee under the Scheme or the allocation of Shares by the Trustee out of any Unallocated Shares held by it under clause 6.1 to be held in such trust (as the context may require); and Acquire and Acquired shall bear a like meaning; Acquisition Period in relation to each offer means the five trading day period ending on the Restrictive Period Commencement Date during which Shares are acquired by the Trustee for all Participating Employees using the aggregate Offer Amounts for those Participating Employees; Board means the board of directors of the Company or a committee of the board as constituted from time to time or their duly appointed representatives; Company means Summerset Group Holdings Limited (or any successor company of Summerset Group Holdings Limited) and, in respect of any Subsidiary by or through /

5 which advances are or have been made to the Trustee for the purposes of the Scheme, includes that Subsidiary for the purposes of clause 6.2; Company Contribution means the Offer Amount less the Employee s Contribution for that Offer for each Eligible Employee; Deed means this deed; Distribution Date means the date which is 80 years less 1 day from the date of this Deed or such earlier date as the Trustee may by deed appoint; Eligible Employee means: (c) any permanent full-time Employee; and any permanent part-time Employee; and any fixed term Employee who is employed for a term of more than three years, (permanent full-time, part-time and fixed term Employees being separate classes of Eligible Employee) and who, in each case, is employed by the Company and/or any of its Subsidiaries in that capacity on a date as may be nominated from time to time by the Company; Employee means any person (not being a company, a local or public authority or an unincorporated body of persons) employed by the Company and/or any of its Subsidiaries but does not include: any director of the Company or its Subsidiaries; or any person where that person (alone or with any other person or persons which are associated persons within the meaning of the Section) hold in aggregate 10% or more of the issued capital of the Company; Employee s Contribution means for each Eligible Employee the amount specified in the relevant Offer Letter which may be funded by a loan from the Company and/or any of its Subsidiaries to each Participating Employee; Employee s Shares in relation to any Participating Employee means the Shares held by the Trustee for that Participating Employee during the Restrictive Period under clause 5.3; Offer means any offer to Eligible Employees made by way of an Offer Letter; Offer Amount means the amount specified in an Offer Letter being the maximum amount available for the Eligible Employee to buy Shares for the relevant Offer, provided that such maximum sum shall not exceed $2,340 during any three year period or such higher amount as may from time to time be permitted under the Section; /

6 Offer Letter means any offer letter issued by the Company, including by electronic means, to an Eligible Employee as contemplated by clause 3.4; Participating Employee in relation to each Offer means those Eligible Employees who have accepted that Offer; Price means: in respect of the acquisition of Shares the price determined by the Board at which Eligible Employees may acquire Shares under the Scheme provided that it may not exceed the volume weighted average price at which Shares were sold on the NZX Main Board during the Acquisition Period or if there were no sales of Shares during the Acquisition Period, then on the last date on which any such sales were made; and wherever else used in this Deed, the volume weighted average price at which Shares were sold on the NZX Main Board on the date that the Price is required to be determined under this Deed or if there were no sales of Shares on that date, then on the last date on which any such sales were made. A certificate, or other written confirmation in a form acceptable to the Trustee, from any NZX Firm nominated by the Trustee as to the Price of Shares at a specified date shall be conclusive for all purposes hereunder; Restrictive Period Commencement Date means the date specified by the Company in an Offer Letter; Restrictive Period in relation to any Shares Acquired pursuant to this Deed means the shorter of: the period of three years commencing on the Restrictive Period Commencement Date, or the period of repayment of any loan made to the Participating Employee under this Deed in respect of that Acquisition, whichever is the longer; and the period commencing on the Restrictive Period Commencement Date and ending with the date on which the Participating Employee ceases to be employed by the Company or any Subsidiary, provided that any Participating Employee may at any time terminate the Restrictive Period in respect of all but not a part only of the Shares Acquired by him or her pursuant to this Deed by not less than three calendar months prior written notice to the Trustee on the same terms as if he or she had ceased to be an Employee and the provisions of clause 5.4(d) of this Deed shall apply on the expiry of such notice; Scheme means the employee share purchase scheme established by and continuing under this Deed; Section means section DC 12 of the Income Tax Act 2007; /

7 Share Entitlement in respect of an Eligible Employee means such number of Shares for which the Offer Amount, plus the Offer Amount for any other Shares Acquired by the Trustee in trust for that Employee pursuant to this Deed, or any similar programme established under the Section and governed by any other deed, within the period of three years ending on the date of the calculation of the entitlement of the Eligible Employee under this Deed, does not exceed the maximum sum fixed from time to time by the Company, provided that such maximum sum shall not exceed $2,340 during the three year period or such higher amount as may from time to time be permitted under the Section; Shares means fully paid ordinary shares in the Company ranking pari passu in all respects from their date of issue with the existing ordinary voting shares for the time being of the Company; Subsidiaries means such companies as are from time to time subsidiaries of the Company within the meaning of section 5 of the Companies Act 1993 and are: included in a group of companies with the Company within the meaning of that term as defined for the purposes of the Section; and nominated as Subsidiaries by resolution of the Board from time to time for the purposes of this Deed; Trustee means the trustee for the time being under this Deed, the initial trustee being Summerset LTI Trustee Limited, and includes any subsequent successors of the Trustee; and Unallocated Shares means any Shares held by the Trustee under the provisions of this Deed which are not at the time being held for an Eligible Employee; 1.2 Construction In this Deed, unless the context otherwise requires, any reference to: (c) (d) a business day is to a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for business in Wellington; one gender shall include the other gender; words denoting the singular includes the plural, and vice versa; and legislation includes any future modification, re-enactment or substitution for, as well as regulation, order-in-council or other instrument from time to time issued or made under, that legislation. 2 NAME The name of the Scheme is the Employee Share Purchase Scheme /

8 3 OFFER TO ELIGIBLE EMPLOYEES 3.1 Offers The Company may from time to time make an Offer to all Eligible Employees by class to participate in the Scheme by issuing an Offer Letter to the Eligible Employees. 3.2 Scaling of acceptances Offers by the Company to Eligible Employees to participate in the Scheme shall be made in a form and manner that will permit Acquisitions to be scaled down on a pro rata basis, so that, where Shares are to be issued, the total number of Shares issued or to be issued by the Company in any financial year under the Scheme and under any other share option or share purchase scheme of the Company for the time being in force do not exceed, in the aggregate, such aggregate percentage as may be permitted from time to time by the NZX Main Board Listing Rules but so that such aggregate percentage shall at no time exceed any other limit imposed by the constitution for the time being of the Company. 3.3 Minimum Employee s Contribution The Company may from time to time fix the multiples of Shares and/or the minimum number of Shares that may be Acquired for each Eligible Employee pursuant to an Offer but so that the Employee s Contribution for such minimum shall not exceed $624 or such higher amount as may from time to time be permitted under the Section. No Offer need be sent to any Eligible Employee whose Share Entitlement is less than such minimum specified in the Offer. 3.4 Form and content of Offer The Offer issued to Eligible Employees pursuant to clause 3.1 shall be in such form as the Company determines and shall specify: (c) (d) (e) (f) (g) (h) the Eligible Employee s Share Entitlement; the multiples and/or minimum number of Shares which may be Acquired under the Offer if the Company has fixed a minimum; that acceptances will be scaled down if necessary to comply with the limits imposed on the issue of Shares by the Company in accordance with clause 3.2; the Offer Amount and the Price per Share payable in respect of the acquisition of Shares; the Employee s Contribution (if any); the Company Contribution (if any); the Restrictive Period Commencement Date; the date by which the Offer is required to be accepted by the Eligible Employee, which date shall not be earlier than 10 business days (or such /

9 other period as the Company may nominate in the Offer Letter) after the date upon which the Offer is despatched to the Eligible Employee; (i) (j) (k) (l) (m) (n) (o) (p) that acceptances must be in writing, including by electronic means, in such manner and form as the Company may approve; that if an acceptance is not received by the Company by the date specified in the Offer, then the Offer will be deemed to have been declined; that the Offer is made pursuant to the Scheme and that all acceptances are subject to the provisions of this Deed; that pursuant to the provisions of the Scheme, the Shares will be transferred or issued to or allocated by the Trustee and the Trustee or its nominee(s) will be entered in the Company s share register as the holder of those Shares; that the Employee s Contribution is payable by the Eligible Employee to the Trustee and that any balance of the Employee s Contribution that is unpaid from time to time will be a loan by the Company and/or any of its Subsidiaries to the Eligible Employee free of interest or other charges; that any loan to an Eligible Employee in respect of the Employee s Contribution is to be repaid by regular, equal instalments by deduction from the Eligible Employee s regular remuneration, or where the Eligible Employee is not receiving regular remuneration, or where deductions from remuneration are either prohibited by law or involve practical difficulty, by automatic bank payment, or such other method as is acceptable to the Company, at intervals of not more than one month over a period of not less than three, and no more than five, years as determined by the Company for all Eligible Employees for the purposes of that Offer, provided that the Eligible Employee shall be entitled to repay all or any part of the loan at any time prior to the due date for repayment; that notwithstanding the arrangements for repayment of any loan to an Eligible Employee by the Company in respect of the Employee s Contribution, the Eligible Employee remains personally liable for payment of the Employee s Contribution and repayment to the Company and any applicable Subsidiary of any such loan that is, or remains, outstanding; and any other conditions or information which the Company may wish to include in relation to the Offer. 3.5 Acquisition of Shares During the Acquisition Period: (i) the Company will: (A) advance or procure the advance to the Trustee of the Employee Contribution required for the Acquisition in respect of each Participating /

10 Employee, such advance to be applied by the Trustee on behalf of the Participating Employee in effecting such Acquisition; (B) (ii) pay or procure the payment to the Trustee of the Company Contribution, such payment to be applied by the Trustee on behalf of the Participating Employee in effecting such Acquisition; and authorise the purchase of Shares, the allocation of Unallocated Shares pursuant to clause 6.1 and/or issue such Shares to the Trustee; and (iii) the Trustee will acquire Shares to satisfy acceptances by Participating Employees pursuant to clause 3 (taking account of any Unallocated Shares that it holds) whether by a purchase of, or subscription for, Shares, and the Trustee and/or the Company will execute and effect all such transfers, applications and other documents and do all acts and things as may be necessary from time to time for these purposes. 3.6 Appropriation of loan repayments If more than one loan made to a Participating Employee under this Deed remains outstanding at any time and any payment by the Participating Employee on account of those loans is insufficient to meet the repayments which have become due and payable then, unless the Participating Employee specifies the manner in which such payment is to be applied, the Company shall apply the payment in or towards meeting the repayments which have been outstanding for the longest period and in the case of repayments outstanding for the same period then in or towards meeting such repayments as the Company may determine in its absolute discretion. 3.7 Late acceptances The Company may in its absolute discretion direct the Trustee to act upon any acceptances received by the Trustee after the closing date specified in the Offer. 4 OBLIGATIONS OF EMPLOYEES By accepting an Offer pursuant to clause 3 of this Deed an Eligible Employee shall be bound to repay the amount of any loan advanced in terms of the Offer in the manner specified in the Offer Letter and shall be deemed to have agreed to be bound by all the provisions of this Deed. 5 TRUSTEESHIP 5.1 Acquisition of Shares The Trustee shall from time to time at the direction of the Company acquire Shares by subscription, purchase or otherwise which are to be held by the Trustee or its nominee(s) for the purposes of the Scheme and for the benefit of Participating Employees as more particularly provided in the following provisions of this Deed /

11 5.2 Trust The Trustee acknowledges that it will hold all Shares transferred or issued to, or otherwise held by, it pursuant to this Deed on the trusts and with the powers contained in this Deed. 5.3 Holding of Shares during Restrictive Period During the Restrictive Period the Trustee shall hold all Shares Acquired under the Scheme in respect of a Participating Employee on trust for that Participating Employee (who is the beneficial owner of such Shares) and during such period: (c) (d) the Participating Employee shall have no power to dispose of or mortgage, pledge, grant a lien over, assign, charge or otherwise encumber or in any other way deal with or alienate all or any of such Shares or any right or interest therein; all dividends or other distributions made in cash in respect of such Shares shall be paid to the Participating Employee and shall not be appropriated in or towards repayment of any moneys owing by the Participating Employee under the Scheme. In this regard, the Trustee hereby authorises the Company to make payments of such dividends, distributions and other benefits direct to the Participating Employee; if any additional fully paid Shares are issued to the Trustee by virtue of its holding Shares for a Participating Employee under the Scheme, such additional Shares shall, subject to the constitution of the Company, be held by the Trustee on trust for the relevant Participating Employee on the same trusts and otherwise on the same basis as other Shares are held by it under this Deed; if the Trustee is, or becomes, entitled to any further rights or benefits by virtue of its holding Shares for a Participating Employee under the Scheme, including any right to subscribe for shares or other securities in the Company, then such rights or benefits shall, at the option of the Company, either: (i) (ii) be made directly available by the Company to, and become the absolute property of, the Participating Employee as if that Participating Employee were the registered holder of the Participating Employee s Shares and may be accepted or otherwise dealt with by the Participating Employee as he or she shall think fit; or be made available by the Company to the Trustee in which case the Trustee shall, at such times and on such conditions as the Trustee think fit, sell the rights or benefits on behalf of the Participating Employee and pay to the Participating Employee that Participating Employee s pro rata share of the proceeds of all sales made by the Trustee on behalf of Participating Employees provided that, if the Participating Employee pays to the Trustee, within the time specified by the Trustee, all moneys necessary to enable the Trustee to take up such rights or benefits on behalf of the Participating Employee and on payment of those moneys by the Trustee they will not have any further liability in /

12 respect of unpaid capital or otherwise howsoever, then the Trustee shall take up such rights or benefits on behalf of the Participating Employee which when received by the Trustee shall, subject to the Constitution of the Company, be and become the beneficial property of the Participating Employee absolutely and shall be transferred to the Participating Employee at his or her direction. 5.4 Dealing with Shares at end of Restrictive Period At the end of the Restrictive Period the Trustee shall hold each Participating Employee s Shares upon the following trusts: (c) (d) if the Restrictive Period ends due to the expiry of the three year period from the Restrictive Period Commencement Date, the Participating Employee s Shares shall be transferred to the Participating Employee by the Trustee or, at the option of the Participating Employee, shall be purchased by the Trustee from the Participating Employee at the Price at the date of purchase by the Trustee, subject in either case to repayment of all loans outstanding in respect of those Shares and to the proviso to this clause 5.4; if the Restrictive Period ends on the cessation of the Participating Employee s employment due to the death of the Participating Employee, the Participating Employee s Shares shall be transferred to the personal representatives of that deceased Participating Employee (subject to the constitution of the Company) or, at the option of the personal representatives of the deceased Participating Employee, shall be purchased by the Trustee at the Price at the date of purchase by the Trustee, subject in either case to repayment of all loans outstanding in respect of such Shares and to the proviso to this clause 5.4; if the Restrictive Period ends on the cessation of the Participating Employee s employment due to an accident to or the sickness or redundancy or retirement at normal retiring age (as defined in the Section) of the Participating Employee, the Participating Employee s Shares shall be transferred to the Participating Employee or, at the option of the Participating Employee, shall be purchased by the Trustee at the Price at the date of purchase by the Trustee, subject in each case to repayment of all loans outstanding in respect of such Shares and the proviso to this clause 5.4; if the Restrictive Period ends on the cessation of employment of any Participating Employee in any circumstances other than circumstances to which sub-paragraphs or (c) of this clause 5.4 apply or if the Restrictive Period is terminated by notice pursuant to the proviso to the definition of the Restrictive Period, the Trustee shall not transfer the Participating Employee s Shares to the Participating Employee but shall purchase such shares from the Participating Employee at the Price at the date of the cessation of employment of the Participating Employee, subject to the repayment of all loans outstanding in respect of such Acquired Shares and the proviso to this clause 5.4; and /

13 (e) if the Restrictive Period ends because the company employing the Participating Employee ceases to be a Subsidiary then the provisions of subparagraph of this clause 5.4 shall apply, provided that in no case shall the purchase price payable by the Trustee for any Share purchased by it under this clause 5.4 exceed the total Price paid by a Participating Employee for each Share on the relevant Restrictive Period Commencement Date. 5.5 Variation in the case of serious hardship Where the Trustee is satisfied that any Participating Employee has suffered loss or believes in such circumstances that his or her continued participation in the Scheme on the then current terms has or will entail serious hardship, the Trustee may with the consent of the Participating Employee: vary the terms of repayment of any loan made to the Participating Employee under the Scheme; or terminate the Restrictive Period in respect of all Shares Acquired for that Participating Employee in which case the Restrictive Period shall be deemed to have come to an end in the circumstances specified in clause 5.4(d). 5.6 Default If a Participating Employee defaults in repaying any part of any loan made to him or her pursuant to the Scheme and such default continues for a period of 30 days after the Participating Employee has received a notice in writing from the Company which specifies the default, the actions required to remedy the default and informs the Participating Employee of the provisions of this clause then: if the default is in respect of a loan made for the whole or any part of the Employee s Contribution for Shares in relation to which the Restrictive Period has not ended, the Trustee, with the consent of the Company, shall be entitled at any time after the expiry of such notice and before the default has been remedied to terminate the Restrictive Period which shall be deemed to have come to an end in the circumstances specified in clause 5.4(d); or if the default is in respect of a loan made for the whole or any part of the Employee s Contribution for Shares in relation to which the Restrictive Period has come to an end in the circumstances specified in paragraphs and (c) of clause 5.4, the Trustee, with the consent of the Company, shall be entitled at any time after the expiry of such notice and before the default has been remedied to purchase such Shares as if the Restrictive Period in respect of such Shares had been terminated in the circumstances specified in clause 5.4(d). 5.7 Repayment of loans Where the Trustee purchases any Shares from a Participating Employee pursuant to any of the preceding provisions of this clause 5, they shall deduct from the purchase price such sum as may be necessary to repay any loan or any part thereof which has become due and payable by the Participating Employee in respect of the Employee s /

14 Contribution for those Shares and shall apply the sum deducted by it in or towards such repayment. 5.8 Takeovers If a takeover, purchase of Shares by the Company, scheme of arrangement, amalgamation or reconstruction (each of which is referred to in this clause as a takeover ) is proposed then the Trustee shall have the power in its absolute discretion to accept or accede to or refuse any such takeover in respect of all or any of the Shares held by it on the trusts contained in this Deed and: if in consequence of any such takeover it is intended that shares or other securities in another company are to be issued in lieu of the Shares, then the Trustee may elect to transfer or assign the Shares held by it on the trusts contained in this Deed in accordance with any such takeover and to receive in satisfaction of such transfer or assignment the shares or other securities in that other company; or if in consequence of any such takeover it is intended that cash be paid for the Shares, then the Trustee may elect to transfer or assign the Shares held by it on the trusts contained in this Deed in accordance with any such takeover and to receive in satisfaction of such transfer or assignment that cash which may be applied in the absolute discretion of the Trustee either: (i) (ii) in repayment of any loans outstanding in respect of the Shares in which case the surplus (if any) is to be paid to the relevant Participating Employee; or to acquire shares or other securities in another company. Any shares or other securities received or acquired by the Trustee under this clause 5.8 shall be held by the Trustee on the trusts and with the powers and in accordance with the provisions contained in this Deed in all respects and for the balance of the Restrictive Period as if they were a Participating Employee s Shares. If the Trustee receives cash and elects to apply that cash in repayment of any outstanding loans and there is a shortfall between the outstanding balance of any such loan and the net cash amount received by the Trustee then, in any such case, the Participating Employee shall pay the amount of that shortfall to the Trustee. Nothing contained in this clause shall require the Trustee to accept or accede to a takeover if that would result in the assumption of any liability on the part of the Trustee beyond a liability to transfer the Shares concerned in accordance with the terms of the takeover. 5.9 Company is not a beneficiary The Company is not a beneficiary of the trusts established by this Deed and has no interest in any Shares or other assets held by the Trustee /

15 6 UNALLOCATED SHARES 6.1 General Any Unallocated Shares may be retained by the Trustee to satisfy acceptances by Eligible Employees of any subsequent Offers which may be made by the Company under clause 3 or, with the consent of the Company, may be sold by the Trustee (in which event the provisions of clauses 6.2 and 11 shall apply accordingly) or shall be transferred for such consideration and on such terms and conditions as the Company shall direct to the trustee or trustees for the time being of another scheme for the acquisition of Shares which has been established by the Company for the benefit of any one or more Employees or any class or classes of Employees as may be nominated by the Company. 6.2 Proceeds from sale of Unallocated Shares The Trustee shall apply all moneys received by it from the sale of any Unallocated Shares as follows: moneys received up to the extent of any indebtedness by the Trustee to the Company in respect of those Unallocated Shares including any interest (if any) to the date of repayment, shall be repaid by the Trustee to the Company, in which case such repayment shall be received by the Company in full and final satisfaction of any indebtedness in respect of those Unallocated Shares notwithstanding that such moneys may be less than that total indebtedness; and moneys received in excess of such indebtedness by the Trustee to the Company in respect of those Unallocated Shares shall be dealt with pursuant to clause Exercise of Rights While the Trustee holds any Unallocated Shares and until such Unallocated Shares are allocated for the benefit of an Eligible Employee or otherwise dealt with in accordance with this Deed, the Trustee: will not exercise any voting rights in respect of such Unallocated Shares; and waives all rights and entitlements to receive any dividend to be paid in respect of the Unallocated Shares for the purposes of section 53(2) of the Companies Act Additional Shares Any additional Shares issued to the Trustee by virtue of their holding of Unallocated Shares shall be retained by the Trustee on the same terms and conditions as the Unallocated Shares from which the entitlement to such additional Shares arose and clauses 6.1, 6.2 and 6.3 shall apply accordingly. 7 VOTING RIGHTS Subject to clause 6.3, the Trustee will exercise any voting rights attached to Shares held by the Trustee under this Deed as directed in writing from time to time by the /

16 Participating Employee on whose behalf the Shares are held. If the Trustee has not received such a direction, the Trustee will not exercise any voting rights in respect of the relevant Shares. 8 SHARE CERTIFICATES The Trustee shall be entitled to exclusive possession of any share certificates or other evidence of title for all Shares held by the Trustee under this Deed. 9 TRUSTEE 9.1 Retirement of the Trustee The Trustee may retire at any time from the trusts of this Deed without assigning any reason upon giving one month s written notice to the Company of its intention to do so subject to the due appointment of a new trustee. 9.2 Removal of the Trustee The Company may remove the Trustee from office at any time by giving written notice of such removal to the Trustee. The Trustee will cease to be the trustee of the trusts of this Deed on the date the Company signs a deed of appointment with a new trustee. 9.3 Appointment of new trustee The power of appointment of a new or additional trustee shall be vested in the Company and may be exercised by the Company at any time by giving written notice to the Trustee of any such appointment. 9.4 Personal Interest of Trustee No decision, exercise of power or discretion by the Trustee shall be invalidated or questioned on the ground that the Trustee has an interest, whether direct or indirect, in the making or result of that decision or the exercise of that power or discretion. 9.5 Written resolutions effective A resolution in writing signed for or on behalf of the Trustee shall be effective as a resolution as if it had been passed at a duly convened meeting of the Trustee. 9.6 Company to act as attorney The Trustee hereby irrevocably appoints the Company as its attorney: to execute all transfers and other instruments in respect of any Shares for the time being held in the name of the Trustee as the Company might lawfully execute if those Shares were registered in the name of the Company as sole trustee hereunder; to open, manage and operate any bank account or similar facility on their behalf; and /

17 (c) to receive (whether by way of deductions from remuneration or otherwise) and account for repayments of or in respect of any loan extended by the Company and/or any of its Subsidiaries pursuant to clause EXERCISE OF TRUSTEE POWERS 10.1 General powers Subject to the provisions of this Deed, the Trustee shall have the rights and powers in respect of the trust and over and in respect of the assets of the trust which it could exercise if it were the absolute and beneficial owner of such assets. Notwithstanding the preceding references to the provisions of this Deed, the Trustee shall have the power to settle and complete all transactions in respect of the trust Other Powers of Trustee Without prejudice to the powers vested in the Trustee by this Deed or any other relevant document or deed, the Trustee may: (c) (d) (e) (f) institute, conduct, defend, compound, settle or abandon any legal proceeding concerning the affairs of the Scheme and also to compound and allow time for payment or satisfaction of any debts due and of any claim or demand by or against the Trustee concerning the Scheme; authorise persons to sign receipts, acceptances, endorsements, releases, contracts and documents on the Trustee s behalf; receive money from the Company and deal with that money in accordance with this Deed; take and act upon the advice or opinion of any legal practitioner (whether in relation to the interpretation of this Deed or any other document or legislation or as to the administration of the trusts) or any other professional person, and whether obtained by the Trustee or not, without being liable in respect of any act done by it in accordance with such advice or opinion; make rules or adopt procedures not inconsistent with the provisions of this Deed in order to effect the Trustee s obligations to the Participating Employees; and generally to do all acts and things as the Trustee considers necessary or expedient for the administration, maintenance and preservation of the Scheme and in performance of its obligations under this Deed. 11 WINDING UP 11.1 Date for winding up Subject to clause 15, the trusts and provisions of this Deed will continue in effect until the occurrence of the first of the following events: the Board resolving that the trusts of this Deed be wound up; or /

18 the Distribution Date Surplus Funds Except as otherwise provided elsewhere in this Deed, if the Trustee becomes possessed of any surplus funds under the provisions of this Deed, whether by reason of any sale of Shares at a price greater than the price paid by the Trustee therefore or otherwise, the Trustee may distribute such funds as the Trustee so wishes (provided that no funds shall be distributed to the Company). 12 OBLIGATIONS OF THE COMPANY 12.1 Advances The Company will pay or procure the payment to the Trustee of such moneys as may from time to time be required by it (whether for the Company Contribution or on advance of a loan to fund the Employee s Contribution) and as may be lawfully provided to Acquire or hold Shares in accordance with the Company s directions, and to purchase Shares from Participating Employees, under the provisions of this Deed. All moneys advanced by the Company shall carry interest at such rate (if any) and shall be repayable on such terms and conditions as may from time to time be determined by the Company by notice in writing to the Trustee in accordance with the provisions of this Deed Trustee s costs All brokerage and other costs, taxes, charges and expenses incurred by the Trustee in or about the performance of their duties under or in connection with this Deed and the Scheme shall, unless otherwise specifically provided for in this Deed or otherwise agreed between the Trustee and the Company, be paid by the Company or by such Subsidiary as the Company may nominate Provision of support services In addition to its other obligations under this Deed the Company shall provide such accounting, management and other services and information as the Trustee may reasonably require from time to time in connection with the performance of their duties under this Deed and the Company may invoice the Trustee for such services. 13 TRUSTEE S INDEMNITY 13.1 Limitation of Liability The liability of the Trustee under and in respect of the trusts created by this Deed shall be limited to the moneys and other assets which are in, or which, but for the Trustee s wilful neglect, wilful default or fraud, would have come into, its hands pursuant to this Deed. The Trustee shall not be under any liability whatsoever except for its wilful neglect, wilful default or fraud, including any wilful neglect, wilful default or fraud committed by any of its employees or agents Indemnity Without prejudice to any right of indemnity given by law to trustees and to clause 13.1, the Trustee shall, except in any case of wilful neglect, wilful default or fraud, be indemnified by the Company in respect of all liabilities and expenses incurred by it in the execution or purported execution of the trusts of the Scheme or /

19 in the exercise of any powers, authorities or discretions vested in it by this Deed and against all actions, proceedings, costs, expenses, claims or demands in respect of any matter or thing done, or omitted, in any way relating to the Scheme and this Deed. 14 VARIATIONS The Trustee may, with the consent of the Company, alter, modify, add to or repeal all or any of the provisions of this Deed or all or any of the rights or obligations of the Employees or any of them provided however that: no such alteration, modification, addition or repeal shall be made if it would have the effect of detrimentally affecting the rights of any Participating Employee in relation to any Shares held by the Trustee upon trust for such Participating Employee hereunder as at the date of such alteration, modification, addition or repeal; and no such alteration, modification, addition or repeal shall be made if it results in the Scheme ceasing to be an approved Share Purchase Scheme (as defined under section YA 1 of the Income Tax Act 2007) under the Section. 15 TERMINATION OR SUSPENSION OF THE SCHEME 15.1 The Board may terminate or suspend the operation of the Scheme at any time by written resolution to the Trustee provided that the Scheme cannot be terminated if any Shares held under the Scheme are subject to the Restrictive Period Where the Scheme is terminated or suspended, the Board must give such directions to the Trustee regarding the operation of the Scheme as the Trustee may request. 16 MISCELLANEOUS 16.1 Partial Invalidity If any provision of this Deed, or any part of it, is found by a Court or other competent authority to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not vitiate any other provision or part of this Deed and such provision or part shall be deemed to be deleted from this Deed and the remaining provisions of this Deed shall continue in full force and effect Notices Any Offer by the Company pursuant to clause 3 and any other notice given by the Company or the Trustee in connection with the Scheme (including, without limitation, a notice to a Participating Employee under clause 5.6) shall be deemed to be validly given if sent by post or to the last known address or designated address of the person or company to whom the notice is to be given and shall be deemed to have been received on the second business day after posting by fast post and on the business day of sending an (unless the sender receives an error message or other notification indicating that the has not been received) /

20 16.3 Governing law This Deed shall be governed and interpreted in all respects according to the laws of New Zealand and the Courts of New Zealand shall have exclusive jurisdiction in all matters and disputes pertaining to its trusts, powers and provisions and pertaining to any agreement as between the Company, the Trustee and Participating Employees or any of them envisaged by this Deed, and otherwise for all purposes. EXECUTION Executed as a deed. Summerset Group Holdings Limited by: Summerset LTI Trustee Limited by: Rob Campbell (Director) Rob Campbell (Director) Anne Urlwin (Director) Marie Bismark (Director) /