Common use of Appointment and Removal of Trustee Clause in Contracts

Appointment and Removal of Trustee. (a) Subject to this clause 13.4, the Appointors, acting jointly, shall have the power by instrument in writing at any time to: (i) remove the Trustee; (ii) appoint any additional Trustee or Trustees that complies with the qualifications described in clause 13.2; and (iii) appoint a new Trustee or Trustees that complies with the qualifications described in clause 13.2 in the place of any Trustee who resigns or ceases to be a Trustee by operation of law. (b) Before exercising the Appointors’ powers in clause 13.4(a), the Appointors must consult with the: (i) Noongar Advisory Company; and (ii) existing Trustee. (c) Upon receipt of a notice from the Trustee pursuant to clause 13.2.4(g), the Appointors must: (i) assess, acting reasonably, whether the Nominee Entity meets the Dedicated Trustee Requirements; and (ii) provide the Nominee Entity with written reasons sufficient to enable the Nominee Entity to identify and remedy those matters preventing its appointment, if the Appointors elect not to appoint a Nominee Entity as Dedicated Trustee. (d) Before the Appointors remove a Trustee, the Appointors must consider, in their absolute discretion, whether the Trustee has breached or has failed to act satisfactorily in accordance with this Deed. (e) At the request of the Appointors, or where the Trustee wishes to resign, the Trustee must conduct an appropriate selection process for a replacement trustee in consultation with the Noongar Advisory Company and the Appointors. (f) If at any time there is no Trustee, the Appointors must conduct the selection process for a replacement trustee in consultation with the Noongar Advisory Company. (g) Upon exercise of the Appointors’ powers above, incoming and outgoing trustees must execute a Deed of Appointment substantially in the form set out in Schedule 8, subject to any amendments necessary if the Trustee resigns or ceases to be a Trustee by operation of law.

Appointment and Removal of Trustee. 10.1 The Company hereby declares and confirms the independence of the Trustee in the exercise of all of its functions and obligations under the Clog Program and undertakes that it shall not seek to influence the Trustee in any matter. Notwithstanding the foregoing the Company will have the power (which may be exercised by resolution of the board of the Company or any committee of the board of the Company or by Deed) to remove such Trustee as Trustee of the Clog Program and appoint a new or additional trustee in the place of the removed Trustee and in any other case where the office of the Trustee has been vacated, the Company may appoint a new trustee in place of the former Trustee. PROVIDED ALWAYS that the power conferred by this Clause 10 shall only be operative and capable of taking effect 42 days (or such other period as the Company and the Trustee may agree) from the date on which the first mentioned Trustee (if still in existence) receives notice in writing of such removal or replacement and the new trustee accepts office as such new trustee which may be evidenced in each case by the relevant Trustee executing the deed removing or appointing him. 10.2 Any Trustee may, upon the expiry of 42 days' (or such shorter period as the Company may allow) prior notice in writing given to the Company and the remaining Trustee (if any), resign as Trustee and thereupon cease to be a Trustee and will not be responsible for any costs incurred by such retirement. 10.3 At all times throughout the Trust Period the Trustee shall comprise a single corporate Trustee: (a) Subject to this clause 13.4, which is established in an EEA Member State and the Appointors, acting jointly, Trustee of which shall have the power by instrument be resident in writing at any time to: (i) remove the Trustee; (ii) appoint any additional Trustee or Trustees that complies with the qualifications described in clause 13.2an EEA Member State; and (iiib) whose Memorandum of Association permits such company to exercise, and is not inconsistent with, the powers conferred on the Trustee under this Deed. 10.4 Except for the statutory power of the High Court to appoint a new Trustee or Trustees that complies with the qualifications described in clause 13.2 in the place of any Trustee who resigns or ceases to be a Trustee by operation of law. (b) Before exercising the Appointors’ powers in clause 13.4(aadditional Trustee(s), the Appointors must consult with the: (istatutory power of appointing new or additional Trustee(s) Noongar Advisory Company; and (ii) existing Trusteeshall not apply to the Trust. (c) Upon receipt 10.5 An outgoing Trustee shall do all such acts or things and shall execute such documents or deeds as may be required or as may be necessary for vesting the Restricted Shares in the new Trustee or placing the Restricted Shares under the control of the new Trustee and shall be bound and entitled to assume that any new Trustee is a notice from the Trustee pursuant fit and proper person to clause 13.2.4(g), the Appointors must: (i) assess, acting reasonably, whether the Nominee Entity meets the Dedicated Trustee Requirements; and (ii) provide the Nominee Entity with written reasons sufficient to enable the Nominee Entity to identify and remedy those matters preventing its appointment, if the Appointors elect not to appoint a Nominee Entity as Dedicated Trustee. (d) Before the Appointors remove a Trustee, the Appointors must consider, in their absolute discretion, whether the Trustee has breached or has failed to act satisfactorily have been appointed in accordance with this DeedClause 10. (e) At 10.6 The Company hereby declares and confirms the request independence of the AppointorsTrustee and subject only to the express provisions to the contrary in the Clog Program or by applicable law, every power or where discretion conferred on the Trustee wishes to resignshall be an absolute and uncontrolled power or discretion and, save in cases of the Trustee's or the Trustee must conduct Director's fraud, wilful misconduct or gross negligence, neither the Trustee nor any Trustee Director shall be held liable for any loss or damage occurring as a result of the Trustee concurring or refusing or failing to concur in an appropriate selection process for a replacement trustee in consultation with the Noongar Advisory Company and the Appointors. (f) If at any time there is no Trustee, the Appointors must conduct the selection process for a replacement trustee in consultation with the Noongar Advisory Company. (g) Upon exercise or proposed exercise of the Appointors’ powers above, incoming such power or discretion and outgoing trustees must execute a Deed of Appointment substantially in the form set out in Schedule 8, subject to any amendments necessary if neither the Trustee resigns nor any Trustee Director shall be obliged to give any Participant (or ceases to any person who would, but for the exercise of any such power or discretion, be a Trustee by operation Participant) any reason or justification for any exercise or non-exercise of lawany such power or discretion.

Appointment and Removal of Trustee. 10.1 The Company hereby declares and confirms the independence of the Trustee in the exercise of all of its functions and obligations under the Clog Program and undertakes that it shall not seek to influence the Trustee in any matter. Notwithstanding the foregoing the Company will have the power (which may be exercised by resolution of the board of the Company or any committee of the board of the Company or by Deed) to remove such Trustee as Trustee of the Clog Program and appoint a new or additional trustee in the place of the removed Trustee and in any other case where the office of the Trustee has been vacated, the Company may appoint a new trustee in place of the former Trustee. PROVIDED ALWAYS that the power conferred by this Clause 10 shall only be operative and capable of taking effect 42 days (or such other period as the Company and the Trustee may agree) from the date on which the first mentioned Trustee (if still in existence) receives notice in writing of such removal or replacement and the new trustee accepts office as such new trustee which may be evidenced in each case by the relevant Trustee executing the deed removing or appointing him. 10.2 Any Trustee may, upon the expiry of 42 days’ (or such shorter period as the Company may allow) prior notice in writing given to the Company and the remaining Trustee (if any), resign as Trustee and thereupon cease to be a Trustee and will not be responsible for any costs incurred by such retirement. 10.3 At all times throughout the Trust Period the Trustee shall comprise a single corporate Trustee: (a) Subject to this clause 13.4, which is established in an EEA Member State and the Appointors, acting jointly, Trustee of which shall have the power by instrument be resident in writing at any time to: (i) remove the Trustee; (ii) appoint any additional Trustee or Trustees that complies with the qualifications described in clause 13.2an EEA Member State; and (iiib) whose Memorandum of Association permits such company to exercise, and is not inconsistent with, the powers conferred on the Trustee under this Deed. 10.4 Except for the statutory power of the High Court to appoint a new Trustee or Trustees that complies with the qualifications described in clause 13.2 in the place of any Trustee who resigns or ceases to be a Trustee by operation of law. (b) Before exercising the Appointors’ powers in clause 13.4(aadditional Trustee(s), the Appointors must consult with the: (istatutory power of appointing new or additional Trustee(s) Noongar Advisory Company; and (ii) existing Trusteeshall not apply to the Trust. (c) Upon receipt 10.5 An outgoing Trustee shall do all such acts or things and shall execute such documents or deeds as may be required or as may be necessary for vesting the Restricted Shares in the new Trustee or placing the Restricted Shares under the control of the new Trustee and shall be bound and entitled to assume that any new Trustee is a notice from the Trustee pursuant fit and proper person to clause 13.2.4(g), the Appointors must: (i) assess, acting reasonably, whether the Nominee Entity meets the Dedicated Trustee Requirements; and (ii) provide the Nominee Entity with written reasons sufficient to enable the Nominee Entity to identify and remedy those matters preventing its appointment, if the Appointors elect not to appoint a Nominee Entity as Dedicated Trustee. (d) Before the Appointors remove a Trustee, the Appointors must consider, in their absolute discretion, whether the Trustee has breached or has failed to act satisfactorily have been appointed in accordance with this DeedClause 10. PROVIDED THAT where an outgoing Trustee is liable as a Trustee for any duties or taxes then that Trustee shall not be required to transfer the Restricted Shares unless reasonable security is provided for indemnifying the outgoing Trustee against such liability. (e) At 10.6 The Company hereby declares and confirms the request independence of the AppointorsTrustee and subject only to the express provisions to the contrary in the Clog Program or by applicable law, every power or where discretion conferred on the Trustee wishes to resignshall be an absolute and uncontrolled power or discretion and, save in cases of the Trustee’s or the Trustee must conduct Director’s fraud, wilful misconduct or gross negligence, neither the Trustee nor any Trustee Director shall be held liable for any loss or damage occurring as a result of the Trustee concurring or refusing or failing to concur in an appropriate selection process for a replacement trustee in consultation with the Noongar Advisory Company and the Appointors. (f) If at any time there is no Trustee, the Appointors must conduct the selection process for a replacement trustee in consultation with the Noongar Advisory Company. (g) Upon exercise or proposed exercise of the Appointors’ powers above, incoming such power or discretion and outgoing trustees must execute a Deed of Appointment substantially in the form set out in Schedule 8, subject to any amendments necessary if neither the Trustee resigns nor any Trustee Director shall be obliged to give any Participant (or ceases to any person who would, but for the exercise of any such power or discretion, be a Trustee by operation Participant) any reason or justification for any exercise or non-exercise of lawany such power or discretion.