THE AUTOENROLMENT.CO.UK MASTER TRUST

THE AUTOENROLMENT.CO.UK MASTER TRUST

TABLE OF CONTENTS Clause Page No. 1. INTERPRETATION... 1 2. GOVERNING LAW... 10 3. JURISDICTION... 10 4. CONSTITUTION OF THE SCHEME... 10 5. AMENDING THE DEFINITIVE DEED... 11 6. SCHEME ASSETS HELD ON TRUST... 12 7. SCHEME ADMINISTRATOR... 12 8. DEDUCTION AND RECOVERY OF TAX... 12 9. APPOINTMENT, RETIREMENT AND REMOVAL OF TRUSTEES... 13 10. TRUSTEE MEETINGS AND RESOLUTIONS... 14 11. TRUSTEE DECISIONS, EXERCISE OF DISCRETIONS AND CONFIDENTIALITY... 15 12. TRUSTEE'S ADMINISTRATION AND DELEGATION POWERS... 17 13. LITIGATION AND DISPUTES... 18 14. ACCOUNTS AND RECORDS... 19 15. DEALINGS WITH THE TRUSTEES... 20 16. APPOINTING PROFESSIONAL ADVISERS... 21 17. PERSONAL INTERESTS OF A TRUSTEE... 22 18. TRUSTEE'S INVESTMENT POWERS... 22 19. DELEGATION OF INVESTMENT POWERS AND ADMINISTRATION OF INVESTMENTS... 25 20. PAYMENT OF BENEFITS: GENERAL PROVISIONS... 26 21. PAYMENT OF DEATH BENEFITS: DISCRETIONARY TRUSTS... 29 22. PROHIBITION ON ASSIGNMENT AND FORFEITURE OF BENEFITS.. 30 ii

23. REDUCING BENEFITS BECAUSE OF A CHARGE, LIEN OR SET-OFF. 31 24. TRUSTEE LIABILITY: LIMITATIONS... 32 25. TRUSTEE LIABILITY: EXEMPTION... 32 26. REPLACEMENT COMPANY... 33 27. EMPLOYERS: ADMISSION TO THE SCHEME... 34 28. EMPLOYERS: CEASING PARTICIPATION... 35 29. EXPENSES... 36 30. TRANSFERS OUT... 36 31. TRANSFERS IN... 37 32. WINDING UP THE SCHEME... 38 33. TERMINATION OF EMPLOYER SECTIONS... 38 SCHEDULE 1: RULES... 41 SCHEDULE 2: PARTICIPATION AGREEMENT... 50 iii

1 THIS DEFINITIVE DEED is made 21 st January 2015 between: SMART PENSION LIMITED incorporated and registered in England and Wales with company number 09026697 whose registered office is at 20 Eastbourne Terrace, London, W2 6LG (the "First Company"). EC2 MASTER LIMITED incorporated and registered in England and Wales with company number 9352674 of One London Wall, London, EC2Y 5AB (the "Original Trustee"). BACKGROUND (A) (B) (C) (D) (E) The First Company wishes to establish an occupational pension scheme (as defined in section 18 of the PA 2008) under irrevocable trusts for use by non-associated employers to be known as the AutoEnrolment.co.uk Master Trust (the "Scheme"). The Original Trustee has agreed to be the first Trustee of the Scheme. The sole purpose of the Scheme is to provide Relevant Benefits such that it qualifies as a Registered Pension Scheme. The benefits to be provided under the Scheme shall be those as set out in this Definitive Deed. The Company has paid 100 to the Trustee for the purposes of establishing the Scheme (the "Initial Fund"). OPERATIVE PROVISIONS NOW THIS DEED WITNESSES that the Original Trustee HEREBY DECLARES that the Scheme is established with effect from the Commencement Date and shall be governed by the terms of this Definitive Deed. 1. INTERPRETATION The following definitions and rules of interpretation apply in this Definitive Deed. 1.1 Definitions: Active Member: Actuary: means an Employee who has been admitted to membership and remains in Pensionable Service but not a Deferred Member. any actuary appointed in accordance with Clause 16.1 in relation to the

2 Scheme. Adoption Leave: Auditor: Automatic Enrolment Date: Automatic Enrolment Regulations: Automatic Reenrolment Date: an Active Member's absence from Service permitted by Chapter 1A of Part VIII of the ERA 1996 together with any further period allowed by an Employer. the auditor appointed in relation to the Scheme under section 47 of the PA 1995. the date on which a person qualifies as an Eligible Jobholder. means the Occupational and Personal Pension Schemes (Automatic Enrolment) Regulations 2010 (SI 2010/772). the date on which an Eligible Jobholder is automatically re-enrolled in the Scheme in accordance with section 5 of the PA 2008 and regulation 12 of the Automatic Enrolment Regulations. Beneficiary: a beneficiary under the Scheme (including any Member and any potential or contingent beneficiary). Benefits Policy: means any policy of insurance or annuity contract issued by an Insurance Company to or in respect of a person entitled to an immediate benefit under the Scheme, for the purposes of securing that benefit outside the Scheme, which complies with the Contracting-out Laws, Transfer Value Laws and the Preservation Laws. CA 2006: Companies Act 2006. Cash Transfer Sum: the meaning given in section 101AB(3) of the PSA 1993. Civil Partner: Commencement Date: a person who has entered into a civil partnership with another person in accordance with the Civil Partnership Act 2004. means the date of this Definitive

3 Deed. Company: means the First Company and thereafter any successor company which replaces that entity in accordance with Clause 26. Contracting-Out Laws: Deferral Date: Deferred Member: Definitive Deed: Dependant: Disclosure Requirements: EEA: Means the contracting-out laws set out in the PSA 1993 and any other corresponding legislation. a date three or such other period of months as may be specified (so long as such period is permitted under the PA 2008 and relevant secondary legislation) after an Eligible Jobholder's Automatic Enrolment Date. a former Active Member who has left Pensionable Service and is entitled to benefits under the Scheme by virtue of a period of Pensionable Service as an Active Member that has ceased. means this Definitive Deed and the Schedules to it. an individual (whether or not a Relative) who, in the Trustee s opinion, satisfies the meaning of "dependant" in connection with a Member given in paragraph 15 of Schedule 28 to the FA 2004. A Dependant includes a Member's Qualifying Partner on the date the Member first became entitled to a pension under the Scheme. the requirements about disclosing information to Members and Beneficiaries contained in the PA 1995 and the Occupational and Personal Pension Schemes (Disclosure of Information) Regulations 2013 (SI 2013/2734). the European Economic Area. Earmarking Order: a court order made under section 23 of the Matrimonial Causes Act 1973 (as amended by the PA 1995) in

4 connection with a person's entitlement to receive a pension. Electronic Communication: the meaning given in section 15(1) of the Electronic Communications Act 2000. Eligible Jobholder: an Employee who meets the requirements of section 1(1) and 3(1) of the PA 2008 in relation to an Employer with which he is in Service. Employee: Employer: Employer Section: a person employed by an Employer. means an employer participating in the Scheme and in relation to a particular Member means the participating employer by which they are for the time being employed (or the employer by which the Employee was last employed). has the meaning set out in Clause 4.3. ERA 1996: Employment Rights Act 1996. Ex-partner: a person granted rights to a Pension Credit under a Pension-sharing Order. FA 2004: Finance Act 2004. FSMA 2000: HMRC: Insurance Company: Financial Services and Markets Act 2000. Her Majesty's Revenue and Customs. a company that has permission under Part IV of the FSMA 2000 to effect or carry out contracts of long-term insurance, a friendly society enabled by regulations made under section 162 of the PSA 1993 to conduct approved insurance business, or an EEA company lawfully carrying on long-term insurance business in the UK. Jobholder: an Employee who meets the requirements of section 1(1) of the PA 2008 in relation to an Employer with which he is in Service. Lifetime Allowance: the meaning given to the standard

Lifetime Charge: Allowance 5 lifetime allowance in section 218 of the FA 2004. the meaning given in section 214 of the FA 2004. Member: means an Active Member and Deferred Member. Member's Account: Nominated Dependant: has the meaning set out at Clause 4.4. a Dependant whom a Member has nominated in writing to the Trustee as a potential recipient of the proceeds of his Member s Account on his death. If a Member leaves no Nominated Dependant, but the Trustee is satisfied that the Member has left an adult Dependant on his death, the Trustee may treat that Dependant as a Nominated Dependant under this Definitive Deed. Normal Pension Age: Minimum the meaning given in section 279 of the FA 2004 (as varied by Schedule 36 to the FA 2004). Normal Pension Age: Opt-in Notice: Opt-out Notice: the age of 65 or such other age as may be agreed from time to time between the Trustee and the Member in writing provided such age is not earlier than Normal Minimum Pension Age. a notice by which an Employee opts into Pensionable Service in a form determined by the Employer, provided it complies with the requirements of regulation 18 of the Automatic Enrolment Regulations. a notice by which an Active Member opts out of Pensionable Service in a form determined by the Trustee, provided it complies with the requirements of regulation 9 of the Automatic Enrolment Regulations. PA 1995: Pensions Act 1995.

6 PA 2004: Pensions Act 2004. PA 2008: Pensions Act 2008. Paid Family Leave: Participation Agreement: Paternity Leave: Pension Commencement Lump Sum: Pension Credit: Pension Debit: Pension Debit Member: Pension-sharing Order: Pensionable Service: Preservation Laws: means a period of Maternity Leave, Paternity Leave or Adoption Leave during which an Active Member receives contractual pay or statutory maternity, paternity or adoption pay from an Employer. has the meaning set out at Clause 27.2. an Active Member's absence from Service permitted by Chapter 3 of Part VIII of the ERA 1996 together with any further period allowed by an Employer. a lump sum which is a pension commencement lump sum under Part 1 of Schedule 29 to the FA 2004, unless a Member is entitled to receive a higher lump sum under paragraphs 31 to 34 of Schedule 36 to the FA 2004. a credit under section 29(1)(b) of the WRAPA 1999. a debit under section 29(1)(a) of the WRAPA 1999. a Member whose benefits in the Scheme have been permanently reduced by a Pension Debit. a court order made under section 28(1) of the WRAPA 1999 following a divorce or dissolution of a civil partnership. means Service with an Employer during which an Active Member contributes to the Scheme. means the laws on preservation of benefits under the PSA 1993. PSA 1993: Pension Schemes Act 1993. Qualifying Partner: the surviving Spouse of a deceased Member at the date of the Member's

7 death, provided that if the Member married or entered into a civil partnership on the day he died, the Trustee has discretion to decide whether the Member's surviving Spouse is a Qualifying Partner. Qualifying Arrangement: Registered Scheme: Regulator: Relative: Pension has the meaning given in paragraph 6 of Schedule 5 to the WRAPA 1999. a pension scheme that is registered with HMRC under section 153 of the FA 2004. the Pensions Regulator. for a deceased Member, any living individual who is: (a) a surviving Spouse or Civil Partner; (b) a former Spouse or Civil Partner; (c) a natural or adopted child or step-child; (d) a natural or adoptive parent or step-parent or the surviving Spouse or Civil Partner of such parent; or (e) a brother, sister, uncle, aunt or grandparent, provided that a Relative includes a half-blood relative and any child conceived but not born at the date of the Member's death. Relevant Benefits: the benefits which a Registered Pension Scheme is permitted to provide under section 150 (1)(a) to (e) of the FA 2004. Reserve Fund: Revaluation Laws: a fund established in accordance with Clause 18.16. the provisions about the revaluation of benefits contained in the PSA 1993. Rules: means the rules contained in Schedule 1. Same Sex Spouse: The person to whom a Member is

8 legally married in accordance with the Marriage (Same Sex Couples) Act 2013. Scheme Assets: The fund to which the trusts of the Scheme as set out in Clause 6 apply, comprising money and other assets received by the Trustee in accordance with this Definitive Deed, and all income derived therefrom. Scheme Charge: Sanction the meaning given in section 239 of the FA 2004. Scheme Year: a period of 12 months ending on 5 April each year or such other period as the Company and the Trustee may agree. Serious Lump Sum: Service: Spouse: Ill-health a lump sum which is a serious illhealth lump sum under Part 1 of Schedule 29 to the FA 2004. service with an Employer (whether as an Employee or otherwise). the person to whom a Member is legally married (including a Same Sex Spouse) or a Member's Civil Partner. Statement of Investment Principles: the meaning given in section 35 of the PA 1995. TA 1925: Trustee Act 1925. Transfer Value Laws: Trivial Commutation Lump Sum: Trustee: means the laws on transfer values under the PSA 1993. a lump sum which is a trivial commutation lump sum under Part 1 of Schedule 29 to the FA 2004. the Original Trustee or otherwise the trustee or trustees of the Scheme for the time being. Trustee Liability: any costs, charges, damages, expenses, losses, penalties or taxes which the Trustee or any Trustee may incur in connection with the Scheme. Trustee Officer: any Trustee (if appointed as an individual) or any director, employee or other officer of the Trustee (if the

9 Trustee is a company). Unauthorised Payment: Unpaid Family Leave: Winding-up Lump Sum: WRAPA 1999: the meaning given in section 160(5) of the FA 2004. a period of Maternity Leave, Paternity Leave or Adoption Leave which is not Paid Family Leave. a lump sum which is a winding-up lump sum within the meaning given in Part 1 of Schedule 29 to the FA 2004. Welfare Reform and Pensions Act 1999. 1.2 Clause, Schedule and Rule headings shall not affect the interpretation of this Definitive Deed. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns. 1.4 The Schedules form part of this Definitive Deed and shall have effect as if set out in full in the body of this Definitive Deed. Any reference to this Definitive Deed includes the Schedules. 1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 1.8 A reference to any party shall include that party's personal representatives, successors and permitted assigns. 1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. 1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision. 1.11 A reference to writing or written includes fax and Electronic Communication.

10 1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done. 1.13 The Company and the Trustee confirm that nothing in this Definitive Deed is intended to confer on any third party any right to enforce any provision of the Contracts (Rights of Third Parties) Act 1999. 1.14 A reference to this Definitive Deed or to any other deed or document referred to in this Definitive Deed is a reference to this Definitive Deed or such other deed or document as varied or novated (in each case, other than in breach of the provisions of this deed) from time to time. 1.15 References to Clauses and Schedules are to the Clauses and Schedules of this Definitive Deed and references to Rules are to the Rules appearing at Schedule 1 as amended from time to time. 1.16 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 2. GOVERNING LAW This Definitive Deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 3. JURISDICTION Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Definitive Deed or its subject matter or formation (including non-contractual disputes or claims). 4. CONSTITUTION OF THE SCHEME 4.1 The Company and the Trustee hereby confirm that the Scheme is established under irrevocable trusts from the Commencement Date. 4.2 The sole purpose of the Scheme is to provide Relevant Benefits for Members, Relatives and Dependants. Relevant Benefits are provided on the basis set out in the Rules.

11 4.3 Upon execution of a Participation Agreement by an Employer, the Trustee shall establish a separate section of the Scheme for that Employer ("Employer Section"). 4.4 The Trustee shall establish an account for each Active Member within the relevant Employer Section upon receipt by the Trustee of contributions corresponding to that Active Member ("Member s Account"). 4.5 Each Member's Account shall be separately identifiable and the funds contained therein shall not be capable of being used to provide benefits in respect of any other Member s Account. 5. AMENDING THE DEFINITIVE DEED 5.1 Subject to Clause 5.3, the Company may, with the agreement of the Trustee, amend, alter, rescind or add to any provision of this Definitive Deed, including this Clause. 5.2 The Company and the Trustee undertake to make any amendments or additions to this Definitive Deed that are required by law. 5.3 The Company and the Trustee must effect any amendment made under Clause 5.1 by deed. 5.4 The Company and the Trustee must not amend this deed in a manner which would or might prejudice the Scheme's status as a Registered Pension Scheme or as a qualifying scheme for the purposes of the PA 2008. 5.5 The power in Clause 5.1 is subject to the restrictions and requirements of section 67 of the PA 1995. 5.6 The power in Clause 5.1 may be exercised at any time, including retrospectively and during the winding-up of the Scheme or an Employer Section. If the power is exercised retrospectively, the Trustee may administer the Scheme until a deed has been executed making retrospective amendments to this Definitive Deed as if the amendments were already effective. 5.7 The Trustee must give any Member affected by any amendment or addition to this Definitive Deed notice in writing within three months after the date on which a deed is executed under Clause 5.3

12 6. SCHEME ASSETS HELD ON TRUST 6.1 The Trustee holds the Scheme Assets (including the Initial Fund) on irrevocable trusts to be applied in accordance with and subject to the provisions of this Definitive Deed. 6.2 The Scheme Assets attributed to each Employer Section shall be separately identifiable at all times with each Employer Section having its own sub-fund to be known as an employer fund (each an "Employer Fund"). 6.3 The Scheme is exempt from the operation of any rules of law relating to perpetuities in accordance with section 2 of the Perpetuities and Accumulations Act 2009. If at any time this exception ceases to apply, the Scheme must be wound up and the trusts of the Scheme dissolved on a date that falls 60 years from the date of this Definitive Deed or on any later date that may be permitted by law. 7. SCHEME ADMINISTRATOR 7.1 Subject to Clause 7.2, the Trustee is responsible for discharging the functions of scheme administrator required under Part 4 of the FA 2004. 7.2 The Trustee may appoint a person to act as scheme administrator in its place on such terms as it (following consultation with the Company) determines to discharge the functions referred to in Clause 7.1. 8. DEDUCTION AND RECOVERY OF TAX 8.1 If the Trustee is liable (whether alone or jointly with any other person) to HMRC for the payment of tax (including any charge or surcharge payable under the FA 2004) in relation to any payment made from, or under, the Scheme, the Trustee shall have the power, at its absolute discretion, to make a deduction from the payment not exceeding the amount for which it is liable to account to HMRC. 8.2 If a Lifetime Allowance Charge or a Scheme Sanction Charge is payable by the scheme administrator in accordance with the FA 2004 as a result of any payment made to, or in respect of a Member, the Trustee may at its option, recover the tax paid from any lump sum payable to or in respect of a Member and/or the pension payable to, or in respect of a Member in respect of whom the tax charge has arisen in any manner as it determines is appropriate.

13 8.3 If following the payment of any Lifetime Allowance Charge or Scheme Sanction Charge under Clause 8.2 it transpires that no tax was payable or that the tax payable was of a different amount, the Trustee may make any adjustment to the pension or lump sum (as appropriate) payable to the Member that it determines. 8.4 The scheme administrator shall deduct, or will cause to be deducted, income tax from any pensions payable under the Scheme in accordance with the requirements of legislation in force at the relevant time and will report payment of the benefits to HMRC in accordance with statutory timescales. 8.5 If the Trustee is accountable to HMRC for inheritance tax on any benefit payable under the Scheme, it will be entitled to deduct the amount of the tax from the benefit. 8.6 The Trustee may, at its absolute discretion, recover any tax, charge or surcharge arising in respect of, or by reference to, any Member (which it does not recover by deduction from benefits) from the Member or his estate or any other person who may have received a benefit in respect of a member. 8.7 Any provision in this Definitive Deed which would require the Trustee to make an Unauthorised Payment must be treated as conferring on the Trustee discretion as to whether to make the payment. 9. APPOINTMENT, RETIREMENT AND REMOVAL OF TRUSTEES 9.1 Subject to Clause 9.3, the Company (with Trustee consent) may appoint any person or corporate body as a Trustee, as an additional Trustee or in place of a Trustee on such terms as it considers appropriate. 9.2 A Trustee may be resident or incorporated inside or outside the UK and may be a Beneficiary or Employer. 9.3 The appointment of a new Trustee must be made by deed, executed by the Company, any continuing Trustee and the new Trustee. 9.4 No person or body may be appointed as a Trustee if prohibited or disqualified under sections 3 or 29 of the PA 1995. 9.5 A corporate body appointed as a Trustee may act either as sole trustee or jointly with any other Trustee, provided that if there is no corporate body acting as sole trustee, the number of Trustees must at all times be at least two.

14 9.6 To the extent the Scheme is required to do so, the Trustee and Company must comply with sections 241 to 243 of the PA 2004. 9.7 The Company may remove a Trustee from office by giving the trustee notice in writing, provided at least two Trustees or a trust corporation remain in office after his removal. The removal must be made by deed executed by the Company and any continuing Trustee. 9.8 A Trustee may retire by giving at least three months' notice in writing to the Company and any continuing Trustee, provided at least two Trustees or a trust corporation remain in office after his retirement. The retirement must be made by deed executed by the Company, the retiring Trustee and any continuing Trustee. 9.9 A Trustee who retires or is removed from office must take all such steps as are necessary to give effect to his retirement or removal, including concerning the transfer to any continuing Trustee of any Scheme Assets (including the Initial Fund) that are under his control or registered in his name. 9.10 The Trustee shall notify the Regulator of the appointment, removal or resignation of any Trustee and provide any information that may be required under sections 59 to 65 of PA 2004. 10. TRUSTEE MEETINGS AND RESOLUTIONS 10.1 If the Trustee is a company acting as sole trustee, it must exercise the powers, duties and discretions of the Trustee by its board of directors or its duly authorised officers, employees or agents and conduct its proceedings in accordance with its articles of association. Any decision of the company properly taken in accordance with its articles of association constitutes a decision of the Trustee. 10.2 If there is no company acting as sole trustee, the Trustees must arrange and conduct their proceedings in accordance with such procedures they consider appropriate from time to time, provided that: 10.2.1 unless a decision of the Trustees is required urgently, each Trustee must be given at least thirty days' notice of a meeting of the Trustees. Notice must be sent to a Trustee's last known email or postal address and must specify the date, time and place of the Trustee meeting; 10.2.2 the quorum for a meeting of the Trustees is a majority of the individual Trustees, except that if there is no quorum at two successive meetings that have been properly

15 convened, and proper notice was given of the second meeting, that meeting is deemed quorate so long as there are two Trustees present; 10.2.3 the Trustees present at a meeting must elect a chairman of the meeting from their number and if there is no majority of votes for one Trustee, the chairman must be selected by lot by the Trustees present at a meeting; 10.2.4 all business brought before a meeting of the Trustees, including the exercise of the Trustees' powers, duties and discretions, must be decided by a majority of the Trustees present and voting; 10.2.5 in the event of any equality of votes the chairman of the meeting shall have a second or casting vote; 10.2.6 a Trustee may participate in a meeting (and be deemed to be present) by telephone, internet, video link or any other suitable form of electronic communication; and 10.2.7 a written resolution signed by all of the Trustees (or the directors of the Trustee as the case may be) takes effect as if passed at a meeting of the Trustees. Such resolution may comprise one or more documents in similar form (including documents sent by fax or email). If sent by email, a resolution authorised by a Trustee is deemed to be signed by the Trustee concerned. 11. TRUSTEE DECISIONS, EXERCISE OF DISCRETIONS AND CONFIDENTIALITY 11.1 The Trustee may exercise any discretion conferred on it by this Definitive Deed absolutely and as it considers appropriate, provided that the Trustee must not take any step to prejudice the Scheme's status as a Registered Pension Scheme or status as an automatic enrolment scheme. In exercising its discretion about whether any benefit should be paid to any person under the Scheme, the Trustee is not required to consider the claim of any person except a Beneficiary (or potential or contingent Beneficiary) whose existence has been expressly notified to the Trustee or whom the Trustee can identify by making reasonable enquiries. 11.2 Subject to Clause 5, the Trustee may ratify, alter or revoke any decision taken by it about the Scheme (including any exercise of discretion and any administrative act or omission) if it considers that doing so would not have a materially detrimental effect on the Scheme (including on the benefits paid to a Member), provided

16 that if the consent of the Company or an Employer was required to a decision or act, the Company s or Employer's consent must be obtained to any ratification, alteration or revocation of the Trustee s initial decision. 11.3 If the Trustee is required to obtain the consent of the Company or an Employer to a decision or exercise of discretion, it is entitled to treat written instructions received from a director or officer of the Company or Employer as confirmation of the Company s/that Employer's consent. 11.4 In administering the Scheme, the Trustee may decide any matter of doubt arising under this Definitive Deed about an issue of fact or law. In considering any issue of fact, the Trustee may act on the basis of such evidence as it considers appropriate, provided that it may accept any information about a Beneficiary provided by an Employer as conclusive evidence without further enquiry (except in cases of manifest error). 11.5 If any time limit for taking any step is specified by this Definitive Deed, the Trustee may waive or vary that limit as it considers appropriate, except in the case of any time limit prescribed by law or for the period of time specified in Clause 21.5. 11.6 If a Trustee or Trustee director (in the case of a corporate trustee) holds information which he is under a duty to the Company or an Employer to keep confidential (either under the general law or by agreement) ("Confidential Information"), then that Trustee or Trustee director is entitled to refuse to disclose the Confidential Information to any other Trustee or Trustee director, provided that as soon as reasonably practicable after first receiving the Confidential Information (or ascertaining that the Confidential Information may be relevant to the Scheme) the Trustee or Trustee director: 11.6.1 notifies the other Trustees/Trustee directors in writing that he is subject to a conflict of duty and therefore may not participate in any discussion or decision by the Trustees or Trustee directors that might relate to the Confidential Information; and 11.6.2 does not participate in any such discussion or decision. 11.7 Nothing in this Clause imposes any more onerous duty of confidentiality on a Trustee than he would be subject to under the general law.

17 12. TRUSTEE'S ADMINISTRATION AND DELEGATION POWERS 12.1 The duties in law and under this Definitive Deed to administer and manage the Scheme are vested in the Trustee. The Trustee must establish and operate internal controls in accordance with section 249A of the PA 2004. In discharging its powers, the Trustee may make such regulations or rules relating to the administration and management of the Scheme as it considers appropriate, including the power to constitute one or more sub-committees on such terms as the Trustee considers appropriate, provided that such regulations or rules do not conflict with this Definitive Deed. 12.2 Subject to sections 33 and 34 of the PA 1995 and Clause 18 of this Definitive Deed (and provided that no power, duty or discretion delegated to any person who is not a Trustee entitles that person to act as a Trustee), the Trustee may, on such terms as it and the Company consider appropriate: 12.2.1 delegate any of its powers, duties or discretions to any person, including a person appointed as the Trustee s agent by power of attorney for such purpose and for such duration as the Trustee (and Company) consider appropriate. A delegate may in turn sub-delegate his delegated powers, duties or discretions with the prior agreement in writing of the Trustee who delegated the powers to that delegate; 12.2.2 authorise any person to provide receipts or discharges; and 12.2.3 employ any person to assist in administering the Scheme, provided that the terms and conditions of employment of any person whom the Trustee wishes to appoint as secretary to the Scheme must be agreed by the Company. 12.3 A delegate, agent or employee appointed by the Trustee under Clause 12.2 may receive such remuneration as the Trustee considers appropriate, payable as an expense of the Scheme under Clause 29 provided that Company consent to that level of remuneration has been obtained prior to their appointment. 12.4 In accordance with section 70 of the PA 2004, if the Trustee, an Employer or any other person involved in the administration of the Scheme have reasonable cause to believe that the Trustee has not complied or is not complying with its duties in connection with the Scheme and that this failure to comply is likely to be of material significance to the Regulator, they must report the matter in writing to the Regulator as soon as reasonably practicable.

18 12.5 The Trustee is not obliged to disclose any documents, information or records relating to the Scheme (in whole or in part) unless ordered to do so by a court, tribunal or ombudsman of competent jurisdiction. This duty does not affect the Trustee s obligation to disclose such information, make such statements and provide (or make available) copies of such documents to Beneficiaries or others as are required by the Disclosure Requirements or any other relevant statute. 12.6 Any notice that the Trustee is required to provide to a Beneficiary under this Definitive Deed is deemed to have been properly provided if the Trustee has sent the notice in writing to the Beneficiary's address most recently known to the Trustee or (in the case of a Member in Service) to the address of the Member's usual place of employment. 12.7 Any notice of a matter that this Definitive Deed requires to be given to the Trustee must be given in such form and manner required by the Trustee, with such supporting evidence (if any) as the Trustee may stipulate. 12.8 The Trustee may publish announcements or provide information about the Scheme to a Beneficiary in such written form as it considers appropriate. Information disclosed to a Beneficiary under the Disclosure Requirements may be given by means of Electronic Communication. 12.9 The Trustee may accept gifts or compensation and apply them in such manner as it considers appropriate, consistent with the Scheme's status as a Registered Pension Scheme. 13. LITIGATION AND DISPUTES 13.1 The Trustee may take any step that it considers necessary to maintain the Scheme Assets or the rights of Beneficiaries, consistent with the sole purpose of the Scheme and provided that the Trustee is not obliged to start, continue or defend any legal proceedings concerning the Scheme. Without prejudice to the generality of this power, such steps may include: 13.1.1 starting, continuing, defending, settling or compromising legal proceedings about any dispute of fact or law in connection with the Scheme or any Beneficiary's rights under it (whether in court or before a tribunal or ombudsman of competent jurisdiction and including submitting any matter to arbitration, mediation or any other form of alternative dispute resolution); and

19 13.1.2 guaranteeing the payment of any sum or the performance of any obligation or indemnifying any person against any liability, loss or expense. 13.2 The Trustee must put in place arrangements for the resolution of disputes about matters relating to the Scheme in accordance with section 50 of the PA 1995. The Trustee s determinations under these arrangements are final and binding on all persons and in giving its determinations, the Trustee is not obliged to give reasons for its decisions, unless required to do so by a court, tribunal or ombudsman of competent jurisdiction. 14. ACCOUNTS AND RECORDS 14.1 The Trustee must ensure that at all times it complies with the record-keeping requirements of section 49 of the PA 1995 and any other requirements arising from time to time in order to maintain the Scheme's status as an automatic enrolment scheme. Without prejudice to these requirements, the Trustee must keep and maintain in written form the following: 14.1.1 accounts for the Scheme, including records of all expenditure from the Scheme during a Scheme Year (both the calculation of benefits, deduction of charges from benefits and payment of benefits to Beneficiaries and otherwise). The accounts must be submitted each year to the Auditor appointed in accordance with Clause 16.2; 14.1.2 records of meetings of the Trustee, including all decisions taken at such meetings. Any minute of a meeting of the Trustee that has been signed by the chairman is conclusive evidence of the decisions taken at that meeting; 14.1.3 records of the Scheme's membership, including the dates on which Members joined the Scheme, left Pensionable Service and reached Normal Pension Age (as appropriate); 14.1.4 records of the Member contributions paid to the Scheme and all deductions therefrom; 14.1.5 records of any complaints made by Members or disputes with Members, including details of their resolution; and 14.1.6 records of the identity of the Employers, the amounts of Employer contributions paid and any other amounts received by the Scheme. 14.2 If the Trustee keeps any records required by Clause 14.1 in electronic form, it may destroy any corresponding paper records

20 which have been kept in electronic form for at least six months provided that such destruction is in keeping with any requirements under the PA 2008, the Automatic Enrolment Regulations or any legislation enacted in respect of the automatic enrolment schemes. 14.3 The Trustee must obtain audited accounts for a Scheme Year as soon as reasonably practicable after the end of that Scheme Year and in any event no later than seven months after the end of the Scheme Year. The audited accounts must meet the requirements specified in the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from an Auditor) Regulations 1996 (SI 1996/1975). 15. DEALINGS WITH THE TRUSTEES 15.1 A person dealing in good faith with the Trustee need not question or investigate: 15.1.1 whether the Trustee can or should properly exercise a purported power or discretion; 15.1.2 the authority of the Trustee to transfer money or assets to him; or 15.1.3 how the Trustee applies money or assets paid by him to the Trustees. 15.2 A person dealing in good faith with any person appointed, delegated or authorised by the Trustee under Clause 12.2 may assume and act on the assumption that the person has been properly appointed, delegated or authorised by the Trustee unless he has received notice in writing from the Trustee that its authority has been revoked. 15.3 If the Trustee is not a corporate body acting as sole trustee, a receipt signed by any Trustee is a complete discharge to any person dealing in good faith with the Trustee. If the Trustee is a corporate body, a person who receives a receipt or discharge may rely on any authority given by the Trustee contained in a copy of a minute provided it has been certified by a Trustee as a true copy of a minute referred to in Clause 14.1.2. 15.4 Any dealing by a person acting in good faith with the Trustee (or a person appointed, delegated or authorised by the Trustee) referred to in this Clause is deemed to be valid and has full effect.

21 16. APPOINTING PROFESSIONAL ADVISERS 16.1 The Trustee may appoint in writing from time to time on such terms as it considers appropriate an Actuary. The Actuary must: 16.1.1 be a Fellow of the Institute of Actuaries or of the Faculty of Actuaries in Scotland; and 16.1.2 not be prohibited from acting as Actuary by section 27 of the PA 1995. 16.2 The Trustee must appoint in writing from time to time on such terms as it considers appropriate an Auditor. The Auditor must: 16.2.1 be an individual or firm qualified to act as statutory auditor of a private company under section 1212 of the CA 2006; 16.2.2 not be prohibited from acting as Auditor by section 27 of the PA 1995; and 16.2.3 audit the Scheme's accounts in accordance with Clause 14.3. 16.3 For so long as the investment of the Scheme Assets involves undertaking a regulated activity for the purposes of section 22 of the FSMA 2000, the Trustee must appoint in writing from time to time an investment manager in accordance with Clause 19.2.3. 16.4 The Trustee may from time to time: 16.4.1 appoint a legal adviser in writing on such terms as it considers appropriate; and 16.4.2 appoint in writing any medical practitioner, financial adviser or other professional whom the Trustee considers competent to give advice on such terms as they consider appropriate for the purposes of advising the Trustee in the administration of the Scheme. 16.5 The Trustee may remove any professional adviser appointed under this Clause by giving notice in writing, provided such removal would not breach the provisions of the PA 1995. 16.6 Subject to Clause 25, the Trustee may in good faith rely and act on the advice or opinion of any professional adviser duly appointed under this Clause and is not liable for any loss to the Scheme arising from such reliance. 16.7 The costs and expenses incurred in engaging any adviser under this Clause must be paid as an expense of the Scheme in accordance with Clause 29.

22 17. PERSONAL INTERESTS OF A TRUSTEE 17.1 A Trustee who is also a Beneficiary (or is connected or associated with the Company) may retain any benefits to which he is entitled under the Scheme and is not obliged to account for any such benefits. 17.2 A Trustee who is also a Beneficiary or has any other direct or indirect personal interest in any decision to be made or power or discretion to be exercised by the Trustee must disclose his personal interest in the Scheme at the start of each meeting of the Trustee. 17.3 No decision of a Trustee nor the exercise of any power or discretion under the Scheme by a Trustee is invalidated on the basis that the Trustee is also a Beneficiary (or is connected or associated with the Company) or has any other direct or indirect personal interest in the outcome. 18. TRUSTEE'S INVESTMENT POWERS 18.1 Subject to Clauses 18.2, 18.4 to 18.12 and Clause 19.2 the Trustee may invest the Scheme Assets as if it were absolutely and beneficially entitled to them. The Trustee may invest or apply the Scheme Assets in any manner, whether or not involving liability or producing income, and whether or not authorised by law as an appropriate investment of trust assets. 18.2 The Trustee shall not invest the Initial Fund. 18.3 Without prejudice to Clause 18.1, the Trustee may invest or apply all or any part of the Scheme Assets in the following: 18.3.1 (subject to section 49(1) of the PA 1995) deposit accounts with a bank, Insurance Company, building society, finance company or local authority; 18.3.2 policies or contracts effected with an Insurance Company, including policies covering risk of loss or damage to any Scheme Assets; 18.3.3 stocks, shares, debentures, bearer securities, commodities or other investments; 18.3.4 units in unit trusts, exempt or mutual funds, other collective investment schemes or partnership shares; 18.3.5 foreign currencies at any rate of exchange and for present or forward settlement;

23 18.3.6 futures, traded options, swaps, contracts for differences or other financial instruments; 18.3.7 any interest in land or other real or personal property, including improving or developing any interest; 18.3.8 subject to Clause 18.4, loans to any persons on such terms as the Trustee thinks fit, whether secured or unsecured; 18.3.9 works of art and terminable, reversionary or wasting assets, whether income producing or not; 18.3.10 patents, trademarks or copyrights or any other form of intellectual property; 18.3.11 stock-lending arrangements for the sale and repurchase of any Scheme Assets, whether overnight or for any other period of time; or 18.3.12 underwriting or sub-underwriting any investment (whether alone or on a joint basis and whether on issue or sale). 18.4 In exercising its powers of investment for the Scheme Assets, the Trustee: 18.4.1 must comply with section 36 of the PA 1995 and the Occupational Pension Schemes (Investment) Regulations 2005; 18.4.2 may take any further steps necessary to discharge any of the powers set out in Clause 18.3; 18.4.3 must pay due regard to the overall financial interests of the Members; 18.4.4 must not carry on a trading activity; 18.4.5 must ensure that the requirements of section 40 of the PA 1995 relating to employer-related investments are complied with; and 18.4.6 must not make any loan to a Member or Beneficiary which is unsecured or secured against his interest in the Scheme, or guarantee the repayment of all or part of a loan made to a Member or Beneficiary. 18.5 The Trustee shall subject to the provisions of the PA 1995 make available to Members from time to time such elective and default

24 investment choices as it considers appropriate (the Investment Choice List ). 18.6 A Member may choose from the Investment Choice List which of the assets from time to time representing his Member's Account shall be allocated to that choice. 18.7 Having made a choice under Clause 18.6, a Member shall notify the Trustee in writing of that choice and shall direct the Trustee to invest his Member's Account in accordance with his choice. 18.8 Upon receipt of the Member s written direction, the Trustee shall follow that direction and shall invest his Member's Account in accordance with his choice within a reasonable time unless the Trustee is of the opinion that in doing so it would breach any of its legal obligations. 18.9 The Trustee shall not be liable for the consequences of following any Member s direction or the timing of investments related to that direction. 18.10 Any Member who chooses to select his own investments in accordance with Clauses 18.6 and 18.7 agrees to indemnify the Trustees in respect of all costs and expenses arising as a consequence of the exercise of the power in accordance with Clause 18.8. 18.11 If a Member does not provide a direction to the Trustee for the purposes of investing his Member s Account, the Trustee shall invest his Member s Account in a default fund selected by the Trustee. 18.12 Members shall only be permitted to make a change to their chosen investments once per quarter during a Scheme Year or such other number of changes as may be agreed between the Company and the Trustee from time to time and notified to the Members in writing. 18.13 The Trustee may change the Investment Choice List from time to time having taken proper advice. 18.14 The Trustee must prepare, maintain and, from time to time, review and revise a written Statement of Investment Principles relating to the Scheme Assets, provided that: 18.14.1 nothing in the Statement of Investment Principles requires the Trustee to obtain the consent of the Company/Employers before it exercises any investment powers; and

25 18.14.2 in preparing, reviewing or revising the Statement of Investment Principles, the Trustee must consult with the Employers. 18.15 The Trustee may borrow any sum in any currency in the exercise of any of its powers under the Scheme. In exercising this power, the Trustee may, subject to the Occupational Pension Schemes (Investment) Regulations 2005 (SI 2005/3378): 18.15.1 secure performance of any obligation on such terms as it considers appropriate; and 18.15.2 charge any sum borrowed. 18.16 The Trustee may from time to time maintain a reserve fund in cash with any bank or institution deemed appropriate ("Reserve Fund"). In maintaining the Reserve Fund, the Trustee must have regard to the likely demands on the income of the Scheme from time to time. 18.17 Subject to any HMRC requirements, the Trustee may commingle all or part of the Scheme Assets with the assets of another Registered Pension Scheme on such terms as it thinks fit. 18.18 In exercising its powers in this Clause, the Trustee may give any guarantee, warranty or undertaking as it considers necessary in entering into a transaction with another party. 19. DELEGATION OF INVESTMENT POWERS AND ADMINISTRATION OF INVESTMENTS 19.1 The Trustee may open and operate any bank account on such terms as it considers appropriate. 19.2 Subject to sections 34 and 47 of the PA 1995, the Trustee may appoint on such terms as it considers appropriate (provided Company consent has been obtained) any: 19.2.1 custodian, to hold documents of title of any of the Scheme Assets in safe custody (whether within or outside the UK); 19.2.2 nominee, in whose name any investment of the Scheme Assets may be made, and to whom the Trustee may delegate any of its relevant powers and discretions; or 19.2.3 investment manager, to whom the Trustee may delegate its investment powers in connection with the Scheme Assets. An investment manager appointed under this Clause must be authorised under FSMA 2000 and must

26 manage the investment of the Scheme Assets in accordance with Clause 18 and section 36 of the PA 1995. 19.3 In appointing a custodian, nominee or investment manager under this Clause, the Trustee (with Company consent) may enter into an agreement on ordinary commercial terms (including about remuneration, sub-delegation and the appointment of subnominees or agents), provided these are standard within the industry. 19.4 The Trustee must take all such steps as are reasonable to satisfy itself that an investment manager appointed under Clause 19.2.3: 19.4.1 has the appropriate knowledge and experience for managing the investments of the Scheme; and 19.4.2 is carrying out his work competently and in accordance with section 36 of the PA 1995. 19.5 If the Trustee appoints a nominee under Clause 19.2, the Trustee may allow the nominee to pass any documents of title relating to the Scheme Assets to a custodian of the nominee's choosing. 19.6 Any documents of title held by a custodian appointed by the Trustee or the Trustee s nominee must be held to the order of the Trustee (or the nominee as the case may be) and the Trustee is not responsible if they are lost or destroyed. 19.7 The Trustee may remove any custodian, nominee or investment manager it has appointed by giving such notice in writing as it may from time to time decide. 20. PAYMENT OF BENEFITS: GENERAL PROVISIONS 20.1 The Trustee may make such arrangements as it considers appropriate for the payment of benefits under the Scheme. 20.2 If a pension is payable from a Member s Account to a Beneficiary under the Scheme it is payable for the remaining lifetime of the Beneficiary and paid in equal monthly instalments in arrears on such date as the Trustee may determine, provided that: 20.2.1 if the first regular payment date falls after the date the pension comes into payment under this Definitive Deed, the Trustee may vary the amount of the first instalment to take into account the additional period of entitlement; 20.2.2 a pension is ordinarily payable in pounds sterling and if for any reason a pension is payable in any other currency, the Trustee may convert the pension into the other currency at