Dated as of July 31, 1996
(1) SERIF (EUROPE) LIMITED
- and -
(2) XXXXX XXXXXXXX and XXXX XXXXXXXXX
TRUST DEED establishing
"The Serif (Europe) Employee
Share Ownership Trust"
Xxxxxxx Xxxxx Xxxxxxxxxxx
00 Xxxx Xxxx
Xxxxxx XX0X 0XX
Tel: 0000-000 0000
THIS DEED is made on 1996
BETWEEN:-
(1) SERIF (EUROPE) LIMITED ("Serif") whose registered office is at 0
Xxxxxxxxxxxx Xxxx, Xxxx Xxxxxxxxx, Xxxxxxxxxx XX0 0XX
(2) XXXX XXXXXXXXX of 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx and XXXXX
XXXXXXXX of 00 Xxxxxxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxxxx (together "the
Original Trustees")
WHEREAS:-
(A) Serif wishes to establish this Trust as an employees' share scheme within
the meaning of section 743 of the Companies Xxx 0000 for encouraging the holding
of shares in Serif by employees of Serif and its subsidiaries with a view to
facilitating the recruitment retention and motivation of employees of Serif and
its subsidiaries
(B) Serif has transferred the sum of $5.00 into the name of the Original
Trustees for the like purposes and Serif and other persons may for the like
purposes from time to time pay transfer or place further property into the name
or under the control of the Trustees
(C) It is contemplated that the Original Trustees will acquire shares in Serif
(D) It is contemplated that Serif will provide financial assistance to the
Trustees for the purposes of the Trust as permitted by section 153(4) of the
Companies Xxx 0000
NOW THIS DEED WITNESSES as follows:-
1. Name of Trust
This Trust shall be known as "The Serif (Europe) Employee Share Ownership Trust"
or by such other name as the Trustees shall from time to time consider to be
appropriate
2. Definitions and interpretation
In this Deed:-
(1) "the Beneficiaries" means the Employees and former Employees from time to
time and the wives husbands widows widowers and children and step-children
under the age of eighteen of such Employees or former Employees and for
the purposes of establishing whether or not any individual is a
Beneficiary the Trustee may rely on any information provided to them by
the Company
(2) "the Committee" means the member or members for the time being of the
committee (if any) constituted in accordance with clause 17
(3) "the Company" means Serif or any successor corporation of that company in
circumstances in which substantially the whole of the undertaking assets
and liabilities of Serif pass to the successor corporation and it is
specified as such in a deed executed by Serif the Trustee and the
successor corporation
(4) "the Companies Act 1985" means the Companies Xxx 0000
(5) "deed" means any instrument in writing
(6) "Employee" means a bona fide employee of any member of the Company and
any Subsidiary or the holding company of the Company
(7) "Shares" means fully paid ordinary shares in the capital of the Company
(or such other shares as may represent the same as a result of any
reorganisation reconstruction or other variation of the Company) and shall
be deemed to include any shares issued by way of capitalisation of
reserves (including any share premium account and any capital redemption
reserve fund) directly or indirectly in right of such Shares
(8) "Subsidiary" means a company which is both subject to the control of the
Company within the meaning of section 840 of the Taxes Act and a
subsidiary of the Company within the meaning of section 736 of the
Companies Xxx 0000.
(9) "the Taxes Act" means the Income and Corporation Taxes Xxx 0000
(10) "trust" means any trust created by any settlement declaration of trust
will or codicil or other instrument under the law in force in any part of
the world
(11) "the Trustee" means the Original Trustees or the trustees or trustee duly
appointed from time to time under this Deed
(12) "the Trust Fund" means the property specified in Schedule 1 all property
at any time added to this Deed by way of further settlement accumulation
of income capital accretion or by any other means and all property from
time to time representing the same
(13) "the Trust Period" means the period ending on the earlier of:-
(a) the last day of the period of twenty years from the date of this Deed
which period (and no other) shall be the perpetuity period applicable
to this Deed
(b) such date as the Trustee shall by deed specify (not being earlier
than the date of such deed) and so that the Trustee may specify a
date in respect of part only of the Trust Fund and may at any
subsequent time or times specify another date or dates in respect of
other parts or the whole of the residue of the Trust Fund
(14) "employees" "bona fide employees" "wives" "husbands" "widows" "widowers"
"children" and "step-children" have the same meanings as those used in
section 743 of the Companies Xxx 0000
(15) "associated company" means a company which is associated with the Company
within the meaning of section 416(1) of the Taxes Act
(16) "person" includes a corporation
(17) "persons beneficially interested in this Deed" includes the Beneficiaries
(18) a person shall be deemed to be interested in a trust if any capital or
income comprised in the trust is or may become liable to be paid
transferred applied or appointed to him or for his benefit either pursuant
to the terms of the trust or in consequence of an exercise of any power or
discretion conferred thereby on any person
(19) words importing one gender shall (where appropriate) include any other
gender and words importing the singular shall (where appropriate) include
the plural and vice versa
(20) references to any statute or statutory instrument or to any part or parts
thereof include any modification amendment or re-enactment thereof for the
time being in force
(21) references to any deed agreement document or instrument (including this
Deed) shall be construed as references to that deed agreement document or
instrument as from time to time amended supplemented or varied
3. Employees' share scheme
The Trust shall be an employees' share scheme of the Company within the meaning
of section 743 of the Companies Xxx 0000
4. Trust for sale
The Trustee shall hold the Trust Fund upon trust as to investments or
property other than money to sell call in or convert into money all or any of
such investments or property but with power to postpone such sale calling in or
conversion and to permit the same to remain as invested and upon trust as to
money at their discretion to invest the same in their names or under their
control in any of the investments authorised by this Deed or by law with power
at their discretion from time to time to vary or transpose any such investments
for others so authorised
5. Power of appointment
(1) The Trustee shall hold the Trust Fund and any income thereof upon such
trusts and with and subject to such charges powers and provisions in
favour or for the benefit of all or any one or more exclusively of the
others or other of the Beneficiaries as the Trustee shall in its
discretion at any time or times during the Trust Period by any deed or
deeds revocable or irrevocable appoint (regard being had to the law
relating to remoteness and perpetuities) and in any such deed or deeds the
Trustee may:-
(a) direct that the Trust Fund or any part or parts thereof shall be
transferred to or paid to or held by any two or more persons in any
part of the world as trustees thereof (whose receipt shall be a good
discharge to any other trustee)
(b) rovide for the appointment or remuneration of trustees on any terms
and conditions
(c) direct or authorise the investment in any manner of the Trust Fund
or any part or parts thereof by or at the discretion of any person
(d) create protective or discretionary trusts or powers operative or
exercisable at the discretion of any person
(e) confer upon the Trustee or any other person or persons powers
exercisable over capital or income (including powers of an
administrative character or concerning the appointment or
remuneration of trustees and whether or not the Trustee on the same
occasion appoints any new or varied beneficial trusts in relation to
the Trust Fund or any part thereof)
(f) direct or authorise accumulation of income during such period or
periods as the law may allow
(g) delegate in any manner and to any extent to any person the exercise
at any time or times within the Trust Period of this power of
appointment
(h) generally make or confer in favour or for the benefit of all or any
of the objects of this power of appointment all such dispositions
charges or powers of or in relation to the Trust Fund and the income
thereof or any part or parts thereof respectively as an absolute
owner could lawfully make of or confer in relation to any property
belonging to him beneficially (regard being had to the law relating
to remoteness and perpetuities)
(2) Without prejudice to the generality of the powers conferred by
sub-clause (1) the Trustee may in exercise of those powers direct
that the whole or any part or parts of the capital of the Trust Fund
shall be paid or transferred to the trustee for the time being of any
trust established or existing in any part of the world under which
any one or more of the Beneficiaries are interested and under which
no person who is not a Beneficiary is would or might become
beneficiaries or able to benefit under or by virtue of such other
trust in any circumstances if the Trustee considers such payment or
transfer to be for the benefit of such one or more of the
Beneficiaries
(3) No exercise of the powers conferred by this clause shall invalidate
any prior payment or application of the Trust Fund or the income
thereof or any parts or part thereof respectively made under any
other power conferred by this Deed or by law
6. Discretionary trusts of capital and income in default of appointment
In default of and until and subject to any and every appointment made in
exercise of the powers conferred by clause 5 the Trustee shall during the Trust
Period pay or apply the income of the Trust Fund and may pay or apply the
capital of the Trust Fund to or for the benefit of all or any one or more
exclusively of the others or other of the Beneficiaries for the time being in
existence in such shares in such manner and on such terms and conditions (if
any) as the Trustee shall from time to time think fit PROVIDED that:-
(1) no such payment or application shall give the Beneficiary to whom or for
whose benefit it is made any right to enjoy any future income of the Trust
Fund or to the capital of the Trust Fund
(2) the Trustee may pay any capital or income to any person to be applied
for any purposes hereby authorised without itself being bound to see to
the actual application thereof and may delegate to any person and to any
extent the exercise of the discretionary trust contained in this clause
(3) the Trustee may (notwithstanding the discretionary trust contained in
this clause) during the Trust Period if it thinks fit from time to time
accumulate the whole or any part of the income of the Trust Fund by
investing the same and the resulting income thereof in any manner
authorised by this Deed and adding the accumulations to the capital of
the Trust Fund
7. Default trust
In default of and subject to any and every exercise of the powers conferred
by the preceding clauses the Trust Fund and the income thereof shall at the end
of the Trust Period be held UPON TRUST for such of the Employees as shall be
living at the end of the Trust Period and if more than one in equal shares
8. Ultimate default trust
(1) Subject to all the trusts powers and provisions of this Deed and if and
so far as (for any reason) not wholly disposed of thereby the Trust Fund and the
income thereof shall be held UPON TRUST for Save the Children Fund (registered
charity No. 213890)
(2) The receipt of the person who purports to be the treasurer or other
duly authorised officer of Save the Children Fund for any payment or application
of the Trust Fund or the income thereof made by the Trustee in accordance with
this clause shall be a complete discharge to the Trustee who shall not be
concerned as to the further application of such capital or income
9. Acquisition and Disposal of Shares
(1) The Trustee may apply such part of the Trust Fund as it thinks fit in
the purchase or acquisition of Shares but in the event that the Committee is in
existence at the time it shall only do so after consultation with the Committee
2) The Trustee may sell any Share for the time being comprised in the
Trust Fund to any Beneficiary at such price as it thinks fit
(3) If the Committee is in existence at the time the Trustee shall not sell
mortgage charge pledge grant options over or otherwise dispose of Shares for the
time being comprised in the Trust Fund without previously consulting the
Committee provided that if the Committee were consulted on the grant of an
option or other award relating to Shares to a Beneficiary the Trustee need not
consult the Committee prior to transferring the Shares in satisfaction of the
option or other award
10. Awards and Options
(1) The Trustee may acquire Shares from or transfer Shares to any of the
Beneficiaries or hold Shares on behalf of any Beneficiary after consideration of
the recommendations of the Committee with regard to Beneficiaries
(2) The Trustee may grant options to any of the Beneficiaries to purchase
any property comprised in the Trust Fund on such terms and conditions as the
Trustee thinks fit
(3) The Trustee may agree with the Company that if the Company shall at any
time by notice in writing direct the Trustee to transfer to any Beneficiary any
number of shares in respect of which such Beneficiary shall have exercised an
option granted under a share option scheme adopted by such member of the Company
in consideration of the payment to the Trustee of the price at which such shares
may be acquired by the exercise of such option the Trustee will (to the extent
that such shares shall be comprised in the Trust Fund) transfer to such
Beneficiary such shares in consideration of the payment to the Trustee of such
price
11. Waiver of dividends
The Trustee shall waive or otherwise forgo any dividends to be paid at any
time on any Shares for the time being comprised in the Trust Fund (and any
shares replacing them following an exchange of shares on the acquisition of the
Company) if the rate at which such dividend is to be paid is more than 0.001p
per share unless and to the extent that the Trustee is otherwise directed by the
Company
12. Recommendations of the Committee
The Trustee may consider but shall be under no obligation to comply with
any recommendation made to it by the Committee about the way in which it should
exercise any power authority or discretion conferred on it by this Deed or by
law if the Trustee is not required by any provision of this Deed to obtain the
written consent of the Committee before exercising it
13. Administrative provisions
The Trustee shall in addition and without prejudice to all statutory powers
authorities discretions and immunities have the powers authorities discretions
and immunities set out in Schedule 2
14. Indemnity from the Company
The Company hereby covenants that it will at all times keep the Trustee and
each of them and their respective personal representatives and estates and the
members of the Committee and each of them and their respective personal
representatives and estates saved harmless and indemnified against any costs
expenses or liabilities whatever for which they shall as trustees hereof or as
members of the Committee be or become liable by virtue of any act omission event
or thing whatever unless such costs expenses or liabilities shall be
attributable to the fraud, wilful misconduct or gross negligence of the Trustee
or of the member of the Committee whom it is sought to make liable save in each
such case to the extent that the Trustee is authorised by this Deed or by law to
discharge such costs expenses or liability from the capital or income of the
Trust Fund
15. Number of Trustees and appointment and removal of Trustee
(1) The minimum number of Trustees of this Deed (or of any part of the
Trust Fund in respect of which a separate set of trustees has been appointed)
shall be:-
(a) a corporate trustee resident in any part of the world; or
(b) two individuals
(2) If the number of Trustees is reduced below the minimum number the
surviving or continuing Trustee may exercise the powers authorities and
discretions conferred hereby or by law on the Trustee with the consent in
writing of the Committee (if it be in existence at the time) until the
appointment of an additional trustee or additional trustees to act jointly with
such surviving or continuing Trustee
(3) The statutory power of appointing new or additional trustees as
modified by this clause shall apply to this Deed and shall be exercisable by the
Company but if the Committee is in existence at the time may only be exercised
with the consent in writing of the Committee
(4) The statutory power of appointing new or additional trustees shall be
modified as follows:-
(a) where new or additional trustees are appointed for the whole or any
part of the Trust Fund the new or additional trustees may include any
person notwithstanding that such person may be resident domiciled
carrying on business or (if a body corporate) incorporated outside
the United Kingdom
(b) the statutory power of appointing new trustees shall not be
exercisable by reason only that a trustee remains out of the United
Kingdom for more than twelve months
(c) the statutory power of appointing additional trustees shall be
exercisable notwithstanding that one of the trustees for the time
being is a trust corporation
(5) The Company may by deed remove any person from the office of Trustee
but in the event that the Committee is in existence at the time it shall only do
so with the consent in writing of the Committee provided that if after such
removal there would be less than the minimum number of Trustees the Company
shall at the same time appoint an additional trustee or additional trustees in
accordance with sub-clauses (3) and (4)
16. Trustees' proceedings
The Trustees (if more than one) may meet together and may make such
regulations for the conduct of their business as they think fit
17. The Committee
(1) The first member or members of the Committee shall be the person or
persons nominated by notice in writing given by the Company to the Trustee
(2) Other persons may become members of the Committee on nomination by
notice in writing to the Trustee and the Company of:-
(a) the member or if there shall be more than one member the majority
of the members for the time being of the Committee; or
(b) the Company if there shall be no such member or members
(3) A person shall cease to be a member of the Committee:-
(a) if he gives not less than fourteen days' notice in writing to the
Company the other members of the Committee and the Trustee that he
wishes to retire therefrom;
(b) immediately if he is asked in writing to resign by all the other
members of the Committee;
(c) immediately if he becomes prohibited by law from being a director
of any company;
(d) immediately if he becomes bankrupt or makes any arrangement or
composition withhis creditors;
(e) immediately if he is or may be suffering from any mental disorder and
an order is made by a court having jurisdiction (whether in the
Island of Guernsey or elsewhere) in matters concerning mental
disorder for his detention or the appointment of a receiver or a
curator bonis or other person to exercise powers in respect of his
property or his affairs
(4) The Company and the members of the Committee shall promptly notify each
other and the Trustee in writing of any change in the membership of the
Committee and the Trustee may rely on such notification without further enquiry
(5) Any notice required to be given hereunder by the Trustee to the
Committee shall be given to any member for the time being thereof at the
registered office of the Company or at such other address as may from time to
time be notified in writing to the Trustee by the Committee
(6) Any notice given by the Committee to the Trustee shall be given to the
Trustee at the address specified at the beginning of this Deed or at such other
address as may from time to time be notified in writing to the Committee by the
Trustee
(7) The members of the Committee shall be entitled to be remunerated by the
Trustee from the capital or income of the Trust Fund for the services provided
by them hereunder at such rate as shall be determined by the Trustee from time
to time
(8) One person may constitute the Committee
(9) The Committee may make such regulations for the conduct of their
business as they shall think fit
(10) The Trustee may rely without further enquiry on any certificate signed
by a member of the Committee as to the decision of the Committee and any
decision so certified shall be deemed to be validly made
(11) All acts done by the Committee or by any person acting as a member of
the Committee shall notwithstanding that it be afterwards discovered there was a
defect in the appointment of any member of the Committee or if any of them were
disqualified from holding office or had vacated office or were not entitled to
participate in making any decision of the Committee be as valid as if every such
person had been duly appointed and was qualified and had continued to be a
member of the Committee and had been entitled to participate in making such
decision
18. Proper law and administrative forum
(1) The proper law of this Deed shall be that of the England and Wales and
all rights under this Deed and its construction and effect shall be subject to
the jurisdiction of and construed according to the law of the England and Wales
(2) The courts of the England and Wales shall be the forum for the
administration of these trusts
(3) Notwithstanding the provisions of sub-clauses (1) and (2) but subject to
the provisions of sub-clause (4):-
(b) the Trustees may (regard being had to the law relating to remoteness)
carry on the general administration of these trusts in any
jurisdiction in the world whether or not such jurisdiction is for the
time being the proper law of this Deed or the courts of such
jurisdiction are for the time being the forum for the administration
of these trusts and whether or not the Trustees or any of them are
for the time being resident or domiciled in or otherwise connected
with such jurisdiction
(b) the Trustees may at any time declare in writing that from the date of
such declaration the proper law of this Deed shall be that of any
specified jurisdiction (not being a jurisdiction under the law of
which this Deed would be capable of revocation) and that all rights
under this Deed and its construction and effect shall be subject to
and construed according to the law of that jurisdiction
(c) the Trustees may at any time declare in writing from the date of such
declaration the forum for the administration of these trusts shall be
the courts of any specified jurisdiction
(4) The powers conferred on the Trustees by sub-clause (3) shall not be
exercisable if and in so far as such exercise would:-
(a) result in any change in the persons who are beneficially interested
hereunder or make it possible for any person thereafter to become
beneficially interested hereunder who could not have done so but for
the declaration or make it impossible for any person hereafter to
become beneficially interested hereunder who could have done so but
for the declaration or
(b) render any of the trusts powers or provisions of this Deed void for
remoteness or any other reason
but otherwise shall have effect according to the exercise hereof
19. Restrictions on powers
Notwithstanding anything contained or implied in this Deed none of the
powers authorities or discretions conferred by this Deed or by law on the
Trustee or on any other person shall at any time or in any circumstances be
exercisable in any manner so as directly or indirectly:-
(1) to cause any part of the capital or income of the Trust Fund to become
payable or applicable for the benefit of any member of the Group or of any
associated company or any of its subsidiaries or
(2) to prevent this Trust from qualifying as an employees' share scheme within
the meaning of section 743 of the Companies Xxx 0000 or section 86 of the
Inheritance Tax Xxx 0000 from applying to the trusts declared in this Deed
from the date hereof
(3) to authorise the Trustee to carry on any activity which is prohibited by
the Financial Services Xxx 0000 or any rules or regulations made
thereunder
20. Amendment
The Company and the Trustee may at any time from time to time by a deed
supplemental hereto modify or amend the provisions of this Deed provided that no
such purported amendment shall be effective if as a result:-
(1) this Trust would cease to be an employees' share scheme within the
definition contained in Section 743 of the Companies Xxx 0000; or
(2) this Trust would cease to be a trust which satisfies the conditions
set out in Section 86 of the Inheritance Tax Xxx 0000 (trusts for
benefit of employees); or
(3) the trust period would extend beyond the perpetuity period specified
in this Deed.
21. Headings
The headings are included for reference only and do not affect the
interpretation of this Deed
22. Execution
This Deed may be executed in two or more parts or copies and execution by
each of the parties by one or more such parts or copies will constitute due
execution of this Deed
IN WITNESS whereof this document has been executed as a deed and delivered
on the day and year first above written
SCHEDULE 1
The original Trust Fund
44,750 (forty-four thousand seven hundred and fifty pounds)
SCHEDULE 2
Administrative Provisions
1. Power of investment
(1) Any moneys to be invested may be applied in the purchase or acquisition
of such shares stock funds securities land buildings chattels or other property
of whatever nature and wherever situate and whether involving liabilities or
producing income or not or in making such loans with or without such security as
the Trustee thinks fit so that the Trustee shall have the same powers in all
respects as if it were the absolute owner beneficially entitled
(2) The acquisition of any reversionary interest any policy of insurance of
whatever nature any annuity security or other investments not producing income
or of a wasting nature (or for any other reason not within the meaning of the
word "investment" strictly construed) shall be deemed to be an authorised
investment of trust moneys if the Trustee considers the same to be for the
benefit of any one or more of the persons beneficially interested in this Deed
(3) When any such reversionary interest policy annuity security or
investment as is described in sub-paragraph (2) or when any other security or
investment is sold with the right to receive the dividend or interest accrued or
accruing no part of any accretion to the value or of any premium bonus or other
sum which accrues or is payable when the same falls into possession or is
redeemed or matures or on repayment of the capital moneys so secured or when any
sale or disposal is made shall be apportionable to or be treated as income
(4) The Trustee may exchange property for other property of a like or
different nature and for such consideration and on such conditions as they think
fit
2. Power to enter into agreements
The Trustees may enter into any agreement with the Company or any
Subsidiary or any associated company or any third party not connected herewith
and may enter into any agreement with any Beneficiary as it shall in its
discretion determine.
3. No requirement to diversify investments
The Trustee may invest the Trust Fund and keep it invested at any time in
the Shares whether or not the Shares would then be regarded as a proper
investment of the Trust Fund and shall not be required to diversify the
investment of the Trust Fund or be liable for the consequences of investing or
keeping the Trust Fund invested in or in the shares or obligations of a single
business company or firm or in one asset or in one type of asset
4. No requirement to invest in income producing investments
No person beneficially interested in this Deed shall be entitled:-
(1) to compel the sale or other realisation of any property which does not
produce income
(2) to require the distribution of any dividend by any company in which the
Trust Fund or any part of it is invested
(3) to require the Trustee to exercise any powers it may have of compelling
such distribution
(4) to insist on the investment of any part of the Trust Fund in property
which produces income
5. Power to lend
The Trustee may lend money or property forming part of the Trust Fund to
any one or more of the persons beneficially interested in this Deed either free
of interest or on such terms as to payment of interest and generally as the
Trustee thinks fit
6. Power to borrow
The Trustee may borrow and raise money either without security or on the
security of the Trust Fund or any part of it for any purpose (including the
investment of the moneys so raised as part of the Trust Fund) and may mortgage
charge or pledge the Trust Fund or any part of it as security for any moneys so
raised and may decide whether any interest which may be payable as a result of
the exercise of this power shall be paid out of the capital or income of the
Trust Fund or such part of the Trust Fund and may guarantee the payment of money
and the performance of obligations in respect of borrowings by any company fully
or partly owned by the Trustee and in connection with such guarantees may enter
into such indemnities and such mortgages charges or pledges of the Trust Fund or
any part of the Trust Fund as the Trustee thinks fit
7. Power to give guarantees
The Trustee may guarantee the payment of money and the performance of
obligations in respect of any existing or future borrowings by any person
beneficially interested in this Deed from third parties or guarantees
indemnities or other commitments of like nature given to third parties by any
such person and (without prejudice to the generality of this paragraph) the
Trustee may mortgage charge or pledge the Trust Fund or any part of it in
support of any such guarantee given by the Trustee and may enter into such
indemnities as the Trustee thinks fit in connection with any such guarantee
8. Power to enter into put and call options
The Trustee may enter into put and call option arrangements and invest the
Trust Fund in the acquisition of property pursuant to such put and call option
arrangements even if the price payable under any such arrangements differs from
the market price for the time being of the property acquired thereunder and
notwithstanding that the same may result in a loss to the Trust Fund and may
make any ancillary agreement with any person in connection with such put call
option arrangements
9. Powers in relation to real property
When the Trust Fund includes any real or immovable property (in this
paragraph referred to as "the land"):-
(1) The Trustee may lease all or any part of the land for any purpose (whether
involving waste or not) and for any term and either wholly or partly in
consideration of a rent (whether fixed or variable) fine or premium or the
erection improvement or repair or any agreement to erect improve or repair
buildings or other structures on the land and may accept (with or without
consideration) the surrender of any lease of all or any part of the land
(2) The Trustee may in executing any trust for sale or power of sale sell all
or any part of the land either wholly or partly in consideration of an
annual sum payable either in perpetuity or for any term and being either
reserved out of the land sold or secured in such manner as the Trustee
thinks fit
(3) The Trustee may in executing any trust for sale power of sale or power
of leasing:-
(a) sell or lease all or any part of the land and divide the land
horizontally vertically or in any other way
(b) sell lease except or reserve any easement right or privilege over
all or any part of the land
(c) sell lease except or reserve any timber or mines or minerals on or in
or under all or any part of the land together with any easement right
or privilege of cutting or working and carrying away the same or
otherwise incidental to or connected with forestry or mining purposes
(d) impose and make binding for the benefit of all or any part of the
land sold or leased any restriction or stipulation as to user or
otherwise affecting all or any part of the land retained
(e) accept in exchange for all or any part of the land to be sold or
leased (either with or without any money paid or received for
equality of exchange) any other real or immovable property or any
lease
(f) enter into any contract or grant any option for the sale or leasing
of all or any part of the land or for the exercise by the Trustee of
any of the powers conferred by this paragraph
(4) The Trustee shall not be bound to see to nor be liable or accountable for
omitting or neglecting to see to the maintenance or repair of the land or
of any building or other structure on the land or to the payment of any
outgoings relating to the land or such building or other structure but may
maintain or repair the same in such manner and to such extent as the
Trustee thinks fit
(5) The Trustee may expend moneys altering improving or developing the land or
any building or other structure on the land (including erecting enlarging
demolishing or rebuilding the same) in such manner and to such extent as
it thinks fit
10. Powers in relation to chattels
When the Trust Fund includes any chattels (in this paragraph referred to as
"the chattels"):-
(1) The Trustee may sell lease hire deposit store or otherwise deal with the
chattels on such terms as it thinks fit
(2) The Trustee shall not be bound to see to nor be liable or accountable for
omitting or neglecting to see to the safe custody maintenance or repair
of the chattels but may see to the safe custody maintenance or repair of
the chattels in such manner and to such extent as it thinks fit
11. Power to permit occupation of property and enjoyment of chattels
The Trustee may permit any person beneficially interested in this Deed to
occupy or reside in any real or immovable property or to have the enjoyment and
use of any chattels or other movable property which or the proceeds of sale of
which are comprised in the Trust Fund on such terms as to payment of rent rates
taxes and other expenses and outgoings and as to insurance repair and decoration
and generally on such terms as the Trustee thinks fit
12. Power to insure property
The Trustee may insure any property comprised in the Trust Fund against any
loss or damage from any risk for any amount and may pay the premiums in respect
of such insurance out of the capital or income of the Trust Fund as the Trustee
thinks fit provided that the Trustee shall not be bound to see to nor be liable
or accountable for omitting or neglecting to see to such insurance or for the
adequacy of such insurance
13. Powers in relation to life insurance policies
The Trustee may apply any part of the capital of the Trust Fund in
effecting acquiring or maintaining any policy of insurance (in this paragraph
referred to as "the policy") on the life of any person (whether term endowment
whole life or accident) and the Trustee may:-
(1) borrow on the security of the policy for any purpose
(2) convert the policy into a fully paid-up policy for a reduced sum insured
free from payment of future premiums
(3) surrender wholly or partially the policy or any bonus attaching to the
policy for its cash surrender value
(4) sell the policy on such terms as the Trustee thinks fit
(5) exercise the powers conferred by the policy or with the consent of the
insurer alter the amount or occasion of the payment of the sum insured or
increase or decrease the amount of the premiums (if any) payable under
the policy or alter the period during which the premiums are payable and
do any of these things notwithstanding that the sum insured may be
reduced
14. Power to trade
(1) The Trustee may trade or take part in any venture in the nature of
trade either alone or with any other person and whether or not by way of
partnership (limited or general) and for these purposes may make such
arrangements as it thinks fit
(2) Any power vested in the Trustee under this Deed shall (where
applicable) extend to any arrangements in connection with any such trade or
venture and (without prejudice to the generality of such powers) the powers of
the Trustee of borrowing and charging shall extend to any borrowing arrangements
made in connection with such trade or venture and whether made severally or
jointly with others or with unequal liability and the Trustee shall be entitled
to be fully indemnified out of the Trust Fund against all personal liability to
which it may become in any manner subject in connection with any such trade or
venture
15. Power to promote companies
The Trustee may (without prejudice to the generality of its powers of
investment) promote or incorporate or join with any other person in promoting or
incorporating any company or subscribe for or acquire any of the shares stock
debentures debenture stock or loan capital of any company with a view to or in
consideration of:-
(1) the establishment and carrying on by the company of a business of any kind
which the Trustee is authorised to carry on itself and the acquisition of
any assets comprised in the Trust Fund which may be required for the
purposes of such business
(2) the acquisition by the company of any assets and the undertaking of any
business being carried on by the Trustee under the power conferred by
paragraph 14
(3) the acquisition by the company of any of the assets comprised in the
Trust Fund to be held as investments of the company
16. Power to enter into any compromise or arrangement relating to companies
The Trustee may enter into any compromise or arrangement (whether in
connection with a scheme of reconstruction amalgamation or otherwise) with
respect to all or any of the rights of the Trustee as holder of shares or other
securities or as creditor of any company (whether in connection with a scheme of
reconstruction or amalgamation or otherwise) and may accept in or towards
satisfaction of all or any of such rights such consideration as it thinks fit
whether in the form of cash or options or shares or other securities of the same
or of any other company or companies or in any other form
17. Power to concur in winding up or liquidating companies
The Trustee may concur in the winding up or liquidation of any company in
which it is interested as a holder of shares or other securities and may accept
in satisfaction of all or any of its rights in any such winding up or
liquidation a distribution in specie of the assets of any such company and may
thereafter hold or carry on business with such assets either alone or with any
other person
18. No requirement to interfere in the business of companies
The Trustee shall not be bound or required to interfere in the management
or conduct of the business of any company in which the Trust Fund or any part of
it is invested even if shares carrying the control of the company are comprised
in the Trust Fund and so long as the Trustee shall have no actual notice of any
act of dishonesty or misappropriation of moneys by any of the directors of the
company the Trustee may leave the conduct of its business (including the payment
or non-payment of dividends) wholly to the directors
19. Acceptance of receipts from parent or guardian of minor beneficiaries
If any part of the capital or income of the Trust Fund shall be payable to
or applicable for the benefit of a minor the Trustee may pay such capital or
income to such minor or to a parent or guardian of that minor without being
obliged to enquire whether such guardian has any right to the care and control
of such minor and the receipt of the parent or guardian for such payment shall
be a complete discharge to the Trustee who shall not be concerned as to the
further application of such capital or income
20. Exclusion of apportionment
The statutory and equitable rules of apportionment shall not apply to this
Deed and the Trustee shall treat all dividends and other income payments
received by it (and which would otherwise be apportionable) as income at the
date of receipt irrespective of the period for which the dividend or other
income is payable
21. Power to appropriate
The Trustee may allot appropriate partition or apportion (either expressly
or by implication) any property which is for the time being subject to the
trusts of this Deed in or towards the satisfaction of any share or interest
(including any share or interest of the Trustee) in the capital or income of the
Trust Fund in such manner as the Trustee (without the necessity of obtaining any
consent) considers just according to the respective rights of the persons
interested
22. Power to employ agents
The Trustee may instead of acting personally employ and pay at the expense
of the capital or income of the Trust Fund any accountants attorneys banks
brokers solicitors trust companies or other agents without being responsible for
the default of any agent if employed in good faith to transact any business or
act as nominee or do any act in the execution of the trusts of this Deed
including (without prejudice to the generality of this paragraph) the receipt
and payment of moneys and the execution of documents
23. Power to employ nominees
The Trustee may invest or hold or allow to remain in the name or under the
control (if more than one) of one or more of the Trustees or of any other person
or corporation or partnership as nominee of the Trustee the whole or any part of
the Trust Fund on such terms and conditions as the Trustee thinks fit
24. Power to give proxies and powers of attorney
The Trustee may appoint as its proxies and give powers of attorney to any
one or more of the Trustees or any other person (with or without power of
substitution) for voting or acting on behalf of the Trustee in relation to any
property forming part of the Trust Fund
25. Power to keep deeds in any part of the world
The Trustee may keep the deeds and other documents relating to this Deed
and the deeds and documents of title to the whole or any part of the Trust Fund
in any part of the world as the Trustee thinks fit
26. Power to delegate management of investments
(1) The Trustee may engage the services of any person or partnership (in
this paragraph referred to as "the investment adviser") to advise the Trustee on
the investment of the whole or any part of the Trust Fund and the Trustee may
without being liable for any consequent loss delegate to the investment adviser
discretion to manage the investments in the whole or any part of the Trust Fund
within the limits and for the period stipulated by the Trustee and the Trustee
may settle the terms and conditions for the remuneration of the investment
adviser and the reimbursement of the expenses of the investment adviser
(2) The Trustee shall not be bound to enquire into nor be in any manner
responsible for any changes in the legal status of the investment adviser
(3) The Trustee shall not be liable for any action taken pursuant to or for
following the advice of the investment adviser however communicated
27. Power to delegate operation of bank accounts
The Trustee may delegate to any person the operation of any bank building
society or other account
28. Power to delegate generally
Any Trustee may (notwithstanding any rule of law to the contrary and
without prejudice to the generality of the other powers conferred by this Deed)
by deed revocable or irrevocable delegate to any person (including in cases
where there is more than one trustee to any other or others of the Trustee) the
exercise of all or any trusts powers and discretions conferred on such Trustee
(other than the power of delegation conferred by this paragraph) notwithstanding
the fiduciary nature of such trusts powers and discretions
29. Power to give indemnities
(1) The Trustee may enter into any indemnity in favour of any former
trustee or any other person in respect of any fiscal imposition or other
liability of any nature relating to this Deed or to the Trust Fund or the income
thereof and may charge or deposit the whole or any part of the Trust Fund as
security for any such indemnity in such manner as the Trustee thinks fit
(2) The Trustee may give any indemnity warranty guarantee undertaking or
covenant or enter into any agreement as it thinks fit relating to the transfer
or sale of a business or shares in a company owned or held by the Trustee in
favour of any transferee purchaser or other relevant party and including any
limitation or restriction on value or otherwise as the Trustee thinks fit
30. Power to audit accounts
The Trustee may cause the accounts of this Deed to be examined or audited
from time to time and at such intervals as it thinks fit by such persons as it
shall decide and may pay the cost of such examination or audit out of the
capital or income of the Trust Fund
31. Power to audit company accounts
The Trustee may cause the accounts of any company which is wholly owned by
the Trustee to be audited from time to time and at such intervals as it thinks
fit by such persons as it shall decide (whether or not such audit is required by
the law of such company's residence) and may pay the cost of such audit out of
the capital or income of the Trust Fund
32. Power to pay duties and taxes
In the event of any duties fees taxes or other fiscal impositions becoming
payable in any part of the world in respect of the Trust Fund or any part of it
on the death of any person who has at any time transferred property to the
Trustee to be held by it as part of the Trust Fund or of any person beneficially
interested in this Deed or in any other circumstances the Trustee may pay all
such duties fees taxes or other fiscal impositions out of the capital or income
of the Trust Fund and may decide the time and manner in which such duties fees
taxes or other fiscal impositions shall be paid and so that the Trustee may pay
such duties fees taxes or other fiscal impositions notwithstanding that the same
shall not be recoverable from the Trustee or any person beneficially interested
in this Deed or that the payment shall not be to the advantage of any person
beneficially interested in this Deed
33. Trustee's powers authorities and discretions exercisable without liability
Every power authority or discretion conferred on the Trustee by this Deed
or by law shall be an absolute and uncontrolled power authority or discretion
and no Trustee shall be liable for any loss or damage occurring as a result of
its agreement or refusal or failure to agree to any exercise of such power
authority or discretion
34. Protection of the Trustee in respect of distributions
The Trustee may distribute the capital and income of the Trust Fund without
having ascertained that there is not any person whose parents were not married
to each other at the time of his birth or who claims through such a person who
is or may be beneficially interested in this Deed and the Trustee shall not be
liable to any such person of whose existence it had no notice at the time of
such distribution or who claims through such a person
35. Protection of the Trustee generally
No Trustee shall be liable for any loss to the Trust Fund arising by reason
of:-
(1) any unauthorised investment made in good faith
(2) the negligence or fraud of any agent employed by such Trustee or by any
of the Trustees even if the employment of such agent was not strictly
necessary or expedient
(3) any mistake or omission made in good faith by such Trustee or by any of
the Trustees or
(4) any other matter or thing except fraud, wilful misconduct or gross
negligence of such Trustee
and in particular (without prejudice to the generality of this paragraph)
no Trustee shall be bound to take any proceedings against a co-trustee or former
trustee or his personal representatives for any breach or alleged breach of
trust committed or suffered by such co-trustee or former trustee
36. Power to vary administrative provisions
When in the management or administration of the Trust Fund any sale lease
mortgage surrender release or other disposition or any purchase investment
acquisition expenditure or other transaction is in the opinion of the Trustee
expedient but the same cannot be effected by reason of the absence of any power
for that purpose conferred on the Trustee by this Deed or by law the Trustee may
by deed confer on itself either generally or in any particular instance the
necessary power for the purpose provided that if the Committee is in existence
at the time the Trustee shall only do so with the consent in writing of the
Committee and on the execution of any such deed the Trustee shall have such
power as if it had been expressly conferred on it by this Deed
37. Release of powers
The Trustee may by deed or deeds (and so as to bind successive trustees of
this Deed) release or restrict the future exercise of all or any of the powers
conferred on it by this Deed or by law either wholly or to the extent specified
in any such deed notwithstanding the fiduciary nature of such powers provided
that if the Committee is in existence at the time the Trustee shall only do so
with the consent in writing of the Committee
38. Duration of powers
Every power authority or discretion conferred on the Trustee or on any
other person by this Deed shall (notwithstanding anything to the contrary
expressed or implied in this Deed) only be exercisable during such period
(whether definite or indefinite) as in the case of the particular power
authority or discretion the law may allow
39. Power to receive remuneration
Any Trustee and any director or other officer of any company which is a
Trustee may be employed and remunerated as a director or other officer or
employee or as agent or adviser of any business company or firm in any way
connected with the Trust Fund and may retain (without being liable to account
therefor) any remuneration fees or profits received by him in any such capacity
notwithstanding that his employment may have been obtained or may be held or
retained by means or by reason of his position as one of the Trustees or as the
director or other officer of any company which is a Trustee or of any shares
stock property rights or powers whatever belonging to or connected with the
Trust Fund
40. Power to retain commission
Any Trustee may retain (without being liable to account therefor) any
commission received by him or his firm for any transaction carried out for the
Trustee for which he or his firm is in the normal course of business allowed
commission notwithstanding that the receipt of such commission was procured by
an exercise by him or the Trustee of the powers conferred by this Deed or by law
41. Power to exercise powers notwithstanding personal interest
Any Trustee may exercise or concur in exercising all powers and discretions
conferred on him by this Deed or by law notwithstanding that he has a personal
interest in the mode or result of any such exercise but any Trustee may
nevertheless abstain from acting except as a merely formal party in any matter
in which he may be so personally interested and may allow his co-trustees (being
at least two in number or a trust corporation) to act alone in relation to such
matter
42. Power to permit self-dealing
Any Trustee may purchase or acquire from or sell or let to the Trustee any
property liable to be sold let disposed of or acquired or purchased under the
powers conferred by this Deed or by law at such price or rent and upon such
terms as the Trustee thinks fit without being liable to account for any profit
provided that:-
(1) no purchase by a Trustee under this power shall be made at a price less
than the market value of the property purchased at the date of such
purchase
(2) no sale by a Trustee under this power shall be made at a price greater
than the market value of the property sold at the date of such sale
(3) no lease to a Trustee under this power shall be granted at a rent less
than the market rent of the property let at the date of such lease
(4) no lease by a Trustee under this power shall be granted at a rent greater
than the market rent of the property let at the date of such lease
but so that the Trustees other than the Trustee so purchasing selling or
leasing shall be entitled to determine the market value or the market rent of
any property for the purposes of this paragraph
43. Professional trustee charging power
Any Trustee who is an individual engaged in any profession or business
shall be entitled to charge and be paid all usual professional or other proper
charges for business transacted time expended and acts done by him or his firm
or any partner of his in connection with this Deed including acts which a
trustee not being in any profession or business could have done personally
44. Corporate trustee charging power
Any corporate trustee shall be entitled in addition to reimbursement from
the capital or income of the Trust Fund of its proper expenses to remuneration
from the capital or income of the Trust Fund for its services in accordance with
such corporation's terms and conditions for trust business in force from time to
time and may act by its proper officers in the discharge of its duties as such
trustee and in the exercise of the powers and discretions conferred by this Deed
or by law
SIGNED as a DEED by SERIF )
(EUROPE) LIMITED )
acting by )
and )
/s/Xxxxx Xxxxxxx
-----------------------------------
Director
/s/Xxxx Xxxxx
-----------------------------------
Director
SIGNED as a DEED and DELIVERED )
by XXXXX XXXXXXXX ) /s/Xxxxx X. Cinnamon
before ) -----------------------------------
/s/Xxxx X. Xxxxxxx
------------------------------
Witness
Address
0000 Xxxxxxxxx Xxxx
Xxxxx Xxxxxxxx, Xxx Xxxx X.X.X. 00000
Attorney
------------------------------
Occupation
SIGNED as a DEED and DELIVERED )
by XXXX XXXXXXXXX ) /s/Xxxx X. Xxxxxxxxx
before ) -----------------------------------
/s/Xxxx X. Xxxxxxx
------------------------------
Witness
Address
0000 Xxxxxxxxx Xxxx
Xxxxx Xxxxxxxx, Xxx Xxxx X.X.X. 00000
Attorney
------------------------------
Occupation
CONTENTS
Clauses
1 Name of Trust
2 Definitions and interpretation
3 Employees' share scheme
4 Trust for sale
5 Power of appointment
6 Discretionary trusts of capital and income in default of appointment
7 Default trust
8 Ultimate default trust
9 Acquisition and disposal of Shares
10 Awards and Options
11 Waiver of dividends
12 Recommendations of the Committee
13 Administrative provisions
14 Indemnity from the Company
15 Appointment and removal of Trustee
16 Trustee' proceedings
17 The Committee
18 Proper law and administrative forum
19 Restrictions on powers
20 Termination
21 Amendment
22 Headings
23 Execution
SCHEDULE 1
The original Trust Fund
SCHEDULE 2
Administrative provisions
1 Power of investment
2 Power to enter into agreements
3 No requirement to diversify investment
4 No requirement to invest in income producing investments
5 Power to lend
6 Power to borrow
7 Power to give guarantees
8 Power to enter into put and call options
9 Powers in relation to real property
10 Powers in relation to chattels
11 Power to permit occupation of property and enjoyment of chattels
12 Power to insure property
13 Powers in relation to life insurance policies
14 Power to trade
15 Power to promote companies
16 Power to enter into any compromise or arrangement relating to companies
17 Power to concur in winding up or liquidating companies
18 No requirement to interfere in the business of companies
19 Acceptance of receipts from parent or guardian of minor beneficiaries
20 Exclusion of apportionment
21 Power to appropriate
22 Power to employ agents
23 Power to employ nominees
24 Power to give proxies and powers of attorney
25 Power to keep deeds in any part of the world
26 Power to delegate management of investments
27 Power to delegate operation of bank accounts
28 Power to delegate generally
29 Power to give indemnities
30 Power to audit accounts
31 Power to audit company accounts
32 Power to pay duties and taxes
33 Trustee' powers authorities and discretions exercisable without liability
34 Protection of the Trustee in respect of distributions
35 Protection of the Trustee generally
36 Power to vary administrative provisions
37 Release of powers
38 Duration of powers
39 Power to receive remuneration
40 Power to retain commission
41 Power to exercise powers notwithstanding personal interest
42 Power to permit self-dealing
43 Professional trustee charging power
44 Corporate trustee charging power
45 Power to Amend
