25/11/2004 09:32 0292233203

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.

1

BLAKE DAWSON WALDRONI. A W Y £ R S

Nell and Hermon SladeTrust

Deed of Appointment of New Trustee

2004

Level 37Grosvencu- Place

225 George StrcccSydney NSW 2000

Telephone: (02) 9258 6000Fax: (02) 9258 6999 Ref: WDC 02 0858 5467

© BIpJcc Dawson Waldjon 2003

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NELL AND HERMON SLADE TRUST

DEED OF APPOINTMENT OF NEW TRUSTEE

DATE

PARTH

NHST FTY LIMITED ACN 108 9*3 406 of cf- Phillip Filler & Associates Suite 5.., .r Waverley St Bondi Junction 2022 in the State of New South Wales ("New Trustee

RECITA' <

A.

B. Clause 19 of the Trust Deed provides that the Appointors have the power to remc trustees of the Trust and appoint new trustees of the Trust.

C. The Appointors wish to remove the Retiring Trustees as Trustees of the Trust and appoint the New Trustee as Trustee of the Trust in their place.

D. The Retiring Trustees have agreed to their removal as Trustees of the Trust and the New Trustee has agreed to be appointed as Trustee of the Trust in their place as evidenced by their execution of this Deed.

OPERATIVE PROVISIONS

1. The Appointors pursuant to the power vested in them by the Trust Deed and of every other power thereunto enabling hereby remove the Retiring Trustees as Trustees of the Trust and appoint the New Trustee as Trustee of the Trust in place of the Retiring Trustees.

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EXECUTED as a deed.

Signature of party

Signature of party

Si.

Ni

112440892

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II

-I

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J

112440892

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009

PAGE 16/19

U

BLAKE DAWSON WALDRONLAWYERS

Nell and Hermon SladeTrust

Deed of Amendment

Date: 2004

Level 37Grojvcnor Place

225 George StreetSydney NSW 2000

Telephone- (02) 9258 (5000Fax: (02) 9258 6999 Ref WDC 02 085$ 5467

© Bitka Dawson Wati*** 2003

25/11/04 09:19 PRINCETON HOUSE - 61 2 93874231 D10

25/11/2004 89:32 0292233283 PH HUNT AND ASSOCIAT WOE

NELL AND HERMON SLAD6 TRUST

DEED OF AMENDMENT

DATE tJ.'g 20M

PARTIES

B. <

"The Rules and Regulations for the management of the Trust set forth in the Schedule hereto to be deemed to be part of this Deed and to be incorporated herein PROVIDED HOWEVER that the said Rules and Regulation* may be varied from time to time by a resolution of the Trustees PRQVIL?£D, THAT the same be unanimous but not otherwise."

C. The Trustees have resolved to smend the Rules and Regulations as set out ir. this Deed.

OPERATIVE PROVISIONS

The Trustees pursuant to the power contained in the Trust Deed and of every other power thereunto enabling resolve to hereby amend the Trust Deed in the following manner:

1. Ey deleting clause 19 of the Rules and Regulations for the Management of the Trust as set out in the Schedule to the Trust Deed and substituting the following new clause 19 in place thereof:

"19. The following provision* shall appiy in relation to the Appointment and rttnovai of Tnif tecs of the Trust from and after the date of execution by the Trustees of this Deed:

(a) the number of Trustees shell not exceed 7 and except in the trase where the Trustee is a corporate Trustee, shall not be less than 2

(b) ig thei: joint lives•ave the power tc.

11244072S

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PH HUNT AND ASSOCIAT

Oil

paq£ ib/iy

(c)

(d)

(«)

(f>

(i) appoint a new Trustee in a ddition to any existmg Trustee;

(ii) replace any Trustee; and

(iii) remove any Trustee

£ .1 . J.I 1 m - *-L _ f 1.1. - 1

r_-ft> a.Kn w) vma De exereisaBi* r>y the Trustee or Trustees ih office from time to time

any one of the Trustees may when there are more then two retire from the Trusts of mis deed on giving 3 months notice in writing of intention so to do to each of the otiier Trustees for the time being and upon the expiration of such 3 months the Trustee giving notice shall thereupon cease to be a trustee

if any trustee become bankrupt or assigns his estate for the benefit of his creditors remains out of the Commonwealth of Australia for more than 12 months or is -requested in writing by all of the other trustees to resign he shall there upon cease to be a Trustee"

Where the Trustee is a body corporate:

(i)

fc)

(iii)

EXECUTED as a deed.

EXECUTED by KALENDS PTY LIMITED:

the Trustee may make any appointment or determination by resolution of its board or other governing body;

a copy of a resolution, of the board or other governing body certified by a director or secretary of die Trustee is conclusive evidence and conclusive and binding on any Beneficiary and on all persons having dealings with the Trustee; and

the board or other governing body of a body corporate may appoint one of th* directors of the body to attend any meeting, induding a meeting of Trustees where ther* i** more than one Trustee, and to do anything which the body corporate can do as Trustee.

112440728

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EXECUTED by KILDERKINI PTY LIMITED:

11.2440728

DATED itt-Ti PphniPry 1977

J

BETWEEN:

("Appointor") of the one part

AND:

KALENDS PTY. LIMITED and

KILDERKIN! PTY. LIMITEDansa.—■aaaaaMaMaaaaaaawaaaaawiaaaaaMaaaaaaaaiiaaaaaawaaaaaaaaa^a.M.Maaaaaaaaaaaaia.aaai

("New Trustees") of the

other part

AMENDING DEED TO "THE NELL &

HERMON SLADE TRUST" DEED

RATCLIFFE & HOOKE,

Solicitors,

53 Martin Place,

SYDNEY. N.S.W. 2000

(D.X. 802 SYDNEY)

Tel: '233-5944

STi\MP DUTY

THIS DEED is made on the Fourth clay of February °ne

thousand nine hundroH *** -mty-seven B.

\ I- -

-J' hereinafter called "thet - -

Appointor") of the one part AND KALENDS PTY. LIMITED and KILDERKIN!!

PTY. LIMITED, both being Companies duly incorporated and having

their respective registered offices situated at C/- Phipson

Nominees Pty. Limited, 12th Floor, National Mutual Centre, Darwin

Place, Canberra City, A.C.T. 2601 (hereinafter called "the New

Trustees") Qf the other part and is intended to be endorsed on

or annexed to a Deed made on the 25th day of May, 1964 in Canberra,

A.C.T., betw< le one part and the saidwpoint js

Trustees of the other part (as amended by an Amending Deed dated

25th December, 1970, by unanimous resolution of all the Trustees

dated 10th April, 1971 and by an Amending Deed dated 18th May,

1972) (hereinafter called "THE NELL & HERMON SLADE TRUST"):

WHEREAS

(A) Clause 19 of the Rules and Regulations for the management of

"The Nell & Hermon Slade Trust" provided, in part, as

follows:-

"The statutory power of appointment of a new Trustee shall

apply to this Deed and shall be exercisable by the said

luring his lifetime and after the....

I

death of the sal >y the s

luring his lifetime", and

"(j) If any Trustee is requested in writing by all

the other Trustees to resign he shall thereupon cease to

be a Trustee";

(B) The t ^ the 17th August,

1971;

(C) The Trustees have unanimously resolved, fox? more efficient

administration of the trust having regard to frequent

(D)

overseas travel by one or morer of" them, to request the

Appointor to appoint the New Trustees as Trustees, and• ' • '■ i •'..-,.-■'.'' " ■' '

, ...to request each other to resign as Trustees; and

The Appointor has with the consent of the New Trustees

. ,**■•• * . .. i . • ...my

agreed to appoint the New Trustees to be the Trustees of

■'nru-

"The Nell & Hermon Slade Trust":•rv-.r. .v^nf-i'v tt/. ,.fcisn®'; -aEi^./pen ©itt T*o scxiX* sri.-f a). ;v..-^nJ'r:.fro?i

,^r>/. ih*m ^HTS^DaEDf«ttTNESSETtf that tfhi^t^sul^cV*©** %XX'rp6VGrs-?

hereunto enabling the Appointor, with the" c^ctfifrence arici* consent

(.E.-cJf the New Trtifetees-%estifled by their execution- hereof; -doth by

thb&€teciel ^apfsbiflt^ the New Trustees to be the Trustees W'rj,The Nell

& Herrofin Slade Trust", and the words "Trustee" and "Trustees"

where therein appearing shall mean and include the New Trustees.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and affixed their seals the day and year first hereinbefore

mentioned.

SIGNED SEALED AND DELIVERED

tne Directors and in the

presence of:

(r «*■• t

THE COMMON SEAL of KILDERKIN!

PTY. LIMITED was hereunto

affixed by the authority of

the Directors and in the

presence of:

M.D. 13109 REGISTERED IN THE OFFICE OF .'TH|I:*BiE^*SI8y«v0«,if3E,ITi.ES".riAT CANBERRA ?INs?v*;*.::> *?■

THE AUSTRALIAN CAPITAL TERRITORY THE Twenty»-secfDnd*-:DAY OF;February,::"1977 AT ': •'<.>

nine iMINUTES PAST eight O'CLOCK IN THE fore NOON..- :'-;*x-"' •*•:*.-• x - •"* "'*.

t. ,' ., j. .

(L.s. )■•<;: ■•"a, -\ ft •■

Deputy "Tteqistrar of Titles

^vrr**""' :

Registered in the Office of the Registrar General, At Sydney, pursuant to the provisions of Section 17-of-the Registration of Deeds Act, 1897.

No. ^BpQfe. .3268*.; 5-1 ;•*.;.

Date. 21.3,77:;.•.-■.. .- •»>...'

Time 2.35 ..•.-., , .•; : /*

.1 ....I..I '. , • - ti ....... „ ,^.1* ;'

1 t. ,.' ., r -. ,.,•. ^

:.C ..< ■

I (L.S.)

< ■■' '.Registrar General:

:,*•

■; ... .

.....f- -.

:

,

• o:;i"rif£"-o;'. £.-'■ r. est.---'.

. ■ >.• -3.: «.. .;:.ti«/ r </*-.: m. .:

pr---.JT. ,*1.V

<!L vT:??'., <*rt/

.■Dr'Cf:J5?i»"7'.:- "'A tj

-^"-.-.iz-Jpn. .j..* xio^ioxior.

a VJ « ;.'. .

.rr.■ '•• • a' .Mr' • • ̂ '

'*.* *' Vu

r i.'f^=-.?r-.f-T -I" -

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-•>'*? r<*- ..": nr:c"j

oM:*'*r.-:>M .;•./..<"-

'«"• YrM^or:*!/;- fc-*-:? v.;' ."-

rr*.-;:! /:i. bits 3icd-..-:«t/-'*

I

THIS DEED is made on the Eighteenth day of May, one

**

yview in the State of New South Wales (hereinafter

called, "the New Trustee") of the other part and is intended to

be endorsed on or annexed to a Deed made on the 25th day of\

May, 1964 in Canberra, A.C.T., between 5

of the one part and the said W~ the Appointori

and \s T: .__

i part (as

amended by an Amending Deed dated 25th December, 1970, and by

unanimous resolution of all the Trustees dated 10th April, 1971)

(hereinafter called "THE NELL & HERMON SLADE TRUST");

WHEREAS

(**) Clause 19 of the Rules and Regulations for the management

of "The Nell u Hermon Slade Trust" provided, in part, as

follows:-

"The statutory power of appointment of a new Trustee

shall apply to this Deed and shall be exercisable by the

said William Hermon Slade during his lifetime and after

the death of the said y the said• \

f

(B) le

17th August, 1971;

(C) The Appointor has, at the request of the other Trustees

of "The Nell i. Hermon Slade Trust" and with the consent

of tile New Trustee agreed to appoint the New Trustee to be

an additional Trustee of "The Nell & Hermon Slade Trust";

HOW THIS DEED WITNESSETH that in pursuance of all powers hereunto

enabling the Appointor, with the concurrence and consent of the

New Trustee testified by his execution hereof, doth by this Deed

appoint the New Trustee to be an additional Trustee of "The sell

u Hermon Slade Trust", and the words "Trustee" and "Trustees"

2.

i.TmfJ>~:i'Q<-:-:- srf-* 'to rrjil'io oi»

IN WITNESS WHEREOF the Partie4*||!^k]b^

la^irT^gpai^^ fl-salfl the «Ly rj^}. "Y|?^ a

first here 'ore mentioned.*. ■

:•>/ ... ■■ a. ;•;.

<:.:>: y.i! "•'■ ».;"♦ ■■)

ff". .*r?nSIGNED SEALED AND DELIVERED )

•"• i .■

Registered in the Office of the Registrar General, at Sydney,

pursuant to the provisions of Section 17 of the Registration of Deeds Act, 1897.

No. 877 Book 3251

Date 11.11.76

Time 3.05 Registrar General.

.•.■ . i .'Hi.-: ":rt

. " *—".*. .J.

PATED 18th May. 1972

MD6405.

Registered in the office of the Registerof Titles at Canberra^^n^ithj^,,Aus,tralian.

• .._.,

Capital Territory Jth^ twenty ^hfnth "day" "

of May, 1972 at .flye minutes -past ten BETWEENo.^clock in the f direriodh. '"

*

.- AND Registrar of Titles.

oil-i-£.'-. (.or.rto". .""*

I; .*. / X - li*

: tv oonsie'!';' i-.ri: a..

__-__

. t,-',ri " rr.~ &.■ t, ci

.-rc7.-7i-.0J.I0a

. vsrrovS/

ofcf-I? rrosrasH Ii."-1"

AMENDING DEED TO "tub wtct.t. a

-■■ -. ■■•-. r HERMON SLADE TRUST" DEED

, "*c.-fJT,-r.Co.7

VMD5-**13 registered in the titles office at Canberra in the Australian Capital Territory the nineteenth day of January 1971 at five minutes past twelve o'clock'-in the afternoon,

Registrar of Titles

DATED 2^th December, .

197O

.' : c 'J--'-:"., '-'ie'r - -c.s*x-

?,[■:■.Vo fiCfp-vc-'l .'w

•-....•••!. v.*. .;-! cr-.c

Bh.'.-y.:. •.'.i.r.-;..

> f '" f * .-'rr--

AMENDING DEED TO "THE

NELL & HERMON SLADE

TRUST" DEED

'■'. *•••*.'•• • t

> a*thousand nine hundred and

seventy

|

i

m. ly in the state of New

South Wale?(hereinafter called "the Appointor") of the nn«

part MS j

o.

in the said State (hereinafter called "the New Trustee")

of the other part and is Intended to be endorsed on or

annexed to a Deed made on the 25th day of May, 196*f in

Canberra, A.C.T*, between the Appointor of the one part and

the Appointor, j

as Trustees of the other part (hereinafter called "THE NELL

& HERMON SLADE TRUST")?

WHEREAS

(A) Clause 19 of the Rules and Regulations for the management

of "The Nell & Hermon Slade Trust" provided, in part,

as followsj-

"The statutory power of appointment of a new Trustee

shall apply to this Deed and shall be exercisable by the

iring his lifetime";

(B) The Appointor has, at the request of the other Trustees

•of "The Nell A Hermon Slade Trust" and with the consent

of the New Trustee agreed to appoint a new Trustee to be

an additional Trustee of "The Nell & Hermon Slade Trust"?

NOW THIS DEED WITNESSETH that In pursuance of all powers

hereunto enabling the Appointor, with the concurrence and

consent of the new Trustee testified by his execution hereof,

doth by this Deed appoint the New Trustee to be an additional

Trustee of "The Nell & Hermon Slade Trust", and the words

"Trustee" and "Trustees" where therein appearing shall mean

and Include the New Trustee.

IN WITNESS WHEREOF the parties hereto have hereunto set

2.

u;

> ix. ;.< . • ■ >■■■ *.-.*,

or!:? ul :■':•:■■ ■•<■'■ ■..■■ ..■

Y"Z.' 'i'".'-'.'a 1..:$Ia-a ..;.''•.;• :'ii.ur.m '• "iO y.j •'•>>;. ■ .'>:m:1..:

•'*their hands and affixed their sealsofchesday and year^o'.-:-'

first hereinbefore mentioned. ci >..,;•..

9V

ao

. . -

i *• ''.VJ

y*

'■y^y>:..\ •

■' -J--\-*l}n.\m:.*'

^glst«¥e&*-in the Office of the Registrar General, at

Sydney, pursuant to the provisions of Section ' 7 r-* ̂o Registration of Deeds Act, ' 9^7.

No. 876 Book 3251

Date l'.U.!97>>

Time 3.05

j;*

itIII-ii.f w

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!&fe: .*- ,.'!»}••*/<•• J ••j-.v; •;.■ * '

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'THIS DiSEP made the /- *ev>jr &w hundred and sixty-four J.&L'..2Ei.

State " " "

said

«•——d nine

in the

«h the

fo-ia state*

M»n> <aa» *f**WX VW *WIKB UBCUtWU ntTOOI paid "CO CB* P^HTCieS Of fb*

•ther part the sum of - Seventy - thousand pounds (£70,000. )

(Which said sum of - Seventy - thousand pounds (£70,000. ) im

hereinafter called "the Trust Fund') that term being Intended io mean

from time to time the constituents for the time being ot that fund and

of every other property at any time vested in or acquired by the

Trustees upon the trusts hereof and also where the context permit* is

to include accretions of income to the said Fund AND WHEREAS it is desired to set forth more particularly, the trusts upon which the

Trustees hold the said Fund NOW THIS DEED WITNESS as followst-

lj The Trustees and the survivors and survivor of them or other theI Irru^r^s or Trustee for the time being of this Dead (all of Whom are

herein referred to as 'the Trustees') shall hold the Trust Funds UPON

TRUST to use and apply the same in perpetuity under the name of "The

Nell & Hermon slade Trust" for the purposes and subject to the con¬

ditions prescribed in the Schedule hereto and styled "The Rules and

Regulations of 'The Nell <W Harmon Slade Trust1"* In manner hereinafter

appearing to or for the benefit of persons institutions charities

hospitals instrumentalities or associations as provided herein.

2. The Trustees shall retain the said Trust Funds or Invest thesame in accordance with the Rules of the Trust as they shall d«

expedient and shall apply the income arising from such investments

from time to time for the promotion of science, scientific research

encouragement of the arts and education in the Commonwealth of Aust¬

ralia and its Territories or by way of gifts to persons, institutes,;

public hospitals, charitable, educational or scientific institute

in the commonwealth of Australia and its Territories or for the

;

* /

% •At'-

\9 MS

1.BW: if*

3d

- 2 -

relief of poverty end sickness in the Ceanoswealtn of Australia and

its Territories. - ■ *■-■•■■ ■ -*•■*. -;

y--'

3. The nett income of the Trust shall subject to tho prorisians.

hereof and of the Rules and Regulations of the Trust be dlstrlbvt*4 ^

from time to time at the discretion of the trustee* £«r the various

purposes and in the proportions Immediately hereinafter set forth,

provided the same shall not where possible in tho opinion of the v-

Trustees make the Trust liable for payment of lnc-mae tax in respect

of income distributed by them, namely:- • *.-• . ..

y;.!

(a) as to moneys

representing an amount net in excess ex **

- --'a,

fifty per centum (50S) thereof for tho promotion end ' -r

encouragement of education by tho award of scholarships,

greats, research fellowships, grants io aid of reseerOh,

-

overseas travel agents and research studentships and in

such amounts and in such number as the Trustees in their

absolute discretion may deem appropriate for tho study of

science and scientific research or subjects associated or'

allied therewith PROVIDED THAT tho Trustees shall not

grant a fellowship, scholarship or grant which shall *x..*

exceed in duration a period ef five years and ia determin¬

ing such type and nature of such studentships, sehplarr

ships or grants and the persons for whom the benefit -■* ■!

thereof shall accrue. The Trustees shall so far as is

practicable from time to time act >i* accordance with the

directions hereinafter set forth..

(b^ As to moneys representing an amount not in excess of Fifty

per centum

(5W) thereof for the promotion of education ' •

by the award of studentships, scholarships or grants 4n

such amounts and in such number Os the -Trustees la their-"

absolute discretion may deem appropriate to student* or

graduates of any university, technical college, school,

college or other recognized place of learning within the

Commonwealth of Australia and its Territories for. the study

or research of subject a other than science or art PRQVIPgP

-TCJ* r.

<n 4-Vaa. Vm<^-«»>.

-.1.-11 .%-^X

~__.U»

•

..V«.1.M^.4„

Mm ..

*

I

.- 3 -

which shall exceed in duration t

period of five years

.

and in determining the type and nature Of *udh scholar¬

ship* and grants and the persons for whom the benefit •'

thereof shall accruO the Trustees shall from time to time

act in accordance with the directions hereinafter een-

tained. • •.,-..

lot) as to moneys representing an amount not In excess of Thirty per centum (20%) thereof to pay tho same to the bodlefl,

organisations or institution* or Governmental instrument¬

alities for the promotion of education in tho CummenwOalth

of Australia and its Territories or to publia hospitals or

charitable organisations or for the relief of poverty and

sickness in the Coononwealth of Australia and it* Taarrit*'-5'"''

cries.

(d) As to moneys representing an amount not in excess of fif¬

teen per centum (152) thereqf to pay the same to such '•*-:■ ••■•'<■

bodies organisations institution* or instrumentalltie* for

the promotion of art in all forms both pure and Implied

in the commonwealth of Australia and it* Territories and

-

in *uch proportion* er amount* a* the Srnotooo may fret*

time to time in their absolute discretion respire PROVIDED

HOWEVBR that the Trustee* shall not pay therefrom to any

one body, organization, institution, instrumentality or

hospital in any one year an amount enwoadtng Twenty-five

per centum (25KJ. of such Fifteen per centum (15%) of

income and shall not commit the Trust to a regular pay¬

ment or subscription to any one such institution or hospital

for a period exceeding five years.

(e) As to moneys representing the remaining Fifteen per centum

(15%) thereof to create a "Samaritan Fund" to be applied

at the discretion of the Trustees to any of the following

purposes, namely*-

(i) maintaining or subscribing to convalescent homes

being Registered Charitable Institutions,

(ii) pavincr the expense or part of the expense of the main-

15?*i»*

i

';-~*ii

1\

-a-^a>v%1|aI.M''*«l^*»*-aaa^lMa»M4*<aiaeaW

L'

- 4

«,

toaonco of poor or indigent patient* while ia *»ch

home*,

(Hi) paving the expanse or part of thO expeace of medical

end mechanical aids for poor or.

indigent persons,

.

(iv) anv other object for the benefit of poor indigent or

necessitous patient* whilst patient* in or out¬

patient* of or after discharge from any hospital or

convalescent hone being a

Registered Charitable -,,

Institution,

4. yor the purpose of determining the

person* to whom *ny such

'.

scholarship, fellowship, studentship or

grant any

bo awarded the

;

Trust*e*t"

(a) Shall from time to time request the Managing Director for

the time being of Bond* Industries Limited a Company in¬

corporated in the ^tato of Now South Wale* and thO Wane-

■

•••'

ging Director for the time being of tho Polymer Corporation

of Australia PtJr. Limited

a Company incorporated in

the

•

state of Mew South Wale* to nominat* persons to qualify

for any such studentship, scholarship, fellowship or grant/.

under the provisions of sub-olause* (a), (b) and (e)

.

.;..

hereof. * ,■,<: •„■.._.. \..,'.«

lb) Mav from time to time require univeroitio*, technical *,*

college*, schools, colleges or other recognised alace*/ of

learning within the Commonwealth of Australia and its

Territories to nominate a number of approved, per son* toi

qualify for any such scholarship, fellowship, studentohip

or grant..

(c) May from time to time themselves nominate a number of

approved persona to qualify for any such fellowship;

scholarship, studentship

or grant.

xt •,

(d) May from time to time by advertisement seek nominations

from approved persons in the Commonwealth of Australia and

its Territories as applicants for any such fellowship,

scholarship, studentship or grant. '

t

5. The Trusteea in determining the r>armrmm «•« «j»w— —

mm

m

littli-*3;

aa 5 -

/ fellowship, scholarship* studentship or grant shall bo made may net on

tho advice of of fleers, and senior members of tho staff of any univers¬

ity, technical college, school, college or other recognised place

ot learning or research in the commonwealth ef Austrolla and it* »

territorie* or on the advice of such other person associated ori

aonneoted with the sclentiflo or teaching profession* 00 they In

their discretion may desire to consult. ■*

6. The amount, duration and terms and conditions of any such fell¬owship, scholarship, studentship or grant shall be in Ouch amount and

terms a* the Trustee* shail from time to time determine and the Trust¬

ees shall have power frem time to time to vary amend Or add to the

amount or conditions of any such scholarships or grants a* they;.»,,.*

.... x *...,

/• :

ehall in their absolute discretion deem fit.

7,, The final selection of any candidate for any such fellowship.

scholarship, studentship or grant shall be in the power of the Trust-i

absolutely but without Imposing any obligation on the Trustees, they

shall endeavour to give preference in the awarding of any sweat fellow¬

ship, scholarship, studentship or grant te persons who in the opinion

of the Trustees are unable by reason ef the lack of their own financial

resources or the resources of their parents to further their education

or undertake any research or study. All scholarship* and grant* made i

*

.

•

'

: by tho Trustee* shall be called "The Nell * Hermon Slade Scholarship1*

I or "The Nell & Hermon Slade Fellowship" or "The Nell & Hermon Slade

» Award".

8., The Trustees shall have power to accept gifts of any kind made

; by subscription or donation or otherwise for special object* which in

' their view conduce to the furtherance of the object* of the Tru*t and

subject to special conditions (not being inconsistent with the terms

of this Deed) such gifts shall form part of the Fund but thO Trustee*

! shall apply them to the special object* and in accordance with theI

* *

! conditions specified by the donors.

; tt For the purpose of obviating the transfer ef investments' and

other property comprised In the Trust upon the change of Trustee* the

Trust ass may place any such investments or other property in the name

of the Bank of New South tfales Nominees t.-im-i*-*a *--- —«• -*-■«

^Mutmmmamiumm •aa-MaM ■ >■»**.,

- 6 -

tloa having similar objects.

10. The Rules and Regulations for the manag-i it of the Trust sot

forth in the Schedule hereto to be deemed to be part of tbiar Deed end

to be incorporated herein PROVIDED HOWEVER that the said Rules and

Regulations may be varied from time to time by a resolution of the

Trustees PROVIDED THAT the sank*: be unanimous but not otherwise,

IN WITNESS whereof the parties hereto have hereunto set their

hands and seals the day and year first hereinbefore written.

THE SCHEDULE HEREINBEFORE REFERRED TOt

HOLES AND BBGOLATIONS FOR THE MAHAQSMENT OF "THE HELL fc ,'

HERMON SLADE TRUST'

1. The following are the Rule* and Regulation* for the management

of •the Nell fc Hermon Slade Trust1 and all meeting* and act*'of th*

Trustees for the time being hereof shall be subject to and in accord-

I*

ance with the Rule* and Regulations hereinafter appearing.r

?fl In these Rules and Regulations of the Trust the following word*;

and expressions shall have the following meanings unlea* such meaning*

are excluded by the subject or contexts -(a) "Auditors"t "Bankers", and "Secretary" mean those respect-

r ..."

lve officers from time to time of therTru*t and "Secretar¬

ies" shall also mean and include any substitute of the

Secretary for the time being appointed in that behalf by

the Board.

(bj "Board" means a meeting of the Trustees duly called and.

constituted at which a quorum shall be present or a* th*

case may be the Trustees assembled or represented at such

meeting.

(cj___"Capital" means the capital or ooxmn^ from time to time of

the Trust.

(d) "Founder" means

»

'The Trust" means 'The Nell fc Hermon Slade Trust1.

(fJ "Trustees" mean* th* Trustee* from time to time of the

Trust or as the case may be the Trustee* constituting and

assembled at a Board.

(q) "The Office" means the office for the time being of the

yn

mm

i

(hj "In writing" or "written" include* printing lithography or

other mean* of representing or re-producing word* in a

visible form,-

'

■

-i '

(1) words importing the masculine gender include the 'feminine

gender. .»r

••■;•.',... '-.'.*• -

lj) Words importing persons include corporation*. -

(fc) Word* importirig the singular number include the plural-

number and vice versa. . -.* ■'• •'• -.. . v

*

CAPITAL

. .

• •■

3. The original capital of the Trust shall be all those tho moneys

mentioned in the Deed of Trust creating the Trust and shall also in¬

clude such other moneys or other asset* from time to time paid or

given to the Trustee* by the Founder or any other peraon, company or

association and shall also mean and include the asset representing

those moneys mentioned in the Trust Deed, into Which the Trustees may

from time to time in their discretion convert the original money* or

moneys hereafter received in accordance with the power* and rale* and

regulation* of the Trust.

4. The Trustees shall have the following powers, vis»-

(aj To sell exchange partition or otherwise dispose of or deal.

with property or any part thereof or any interest therein

as fully as if they were absolute owners.

(b) To raise money on the security of tho property or any part

thereof or otherwise on such terms or conditions as to the

Trustees shall appear desirable,

(cj To Invest money in any investments of the nature hereinafter

authorised and to vary and transpose any such Investments

from time to time.

(£)_ To pay all expenses and outgoings as may bo incurred in

relation to the trust* from time to time reposed in them,

(e) To demise or let the property for such term* at such rent

and with or without taking a premium fine or for gift and

subject to such provisions as to tho Trustee* shall appear

desirable.

(

(f) To accept surrender of leases upon sudh terms and subject

to such conditions as to *•>>«» ••"»-«•♦.— .v.n -

!«.

.

Mtimr i • .... B -

ble. • *

' .■ i i t

■;....•■;.....' : r*u^

la) To appoint and remove or suspend and pay Such Of floor*,clerk** *ervant* or persons either for temporary or special

service* as they may from time to time deem necessary 0*4

to determine their duties and powers and fix their ealare

les and temuneration and (if considered necessary) to

require security of such amount a* they, may deem fit. for

the proper and efficient discharge of such duties* ..

a a

(h) To improve repair and maintain and insure against loss or

damage by fire any of the property and to discharge out of

the income

er

capital all outgoings properly payable in

•

respect of the property without prejudice to tho right of

the Trustees to make it a condition of lotting on? person/

Into possession of any of the property (whether it 1* ten¬

anted will or otherwise) that such person shall pay and

discharge all or any part of such outgoings...

(i) To purchase or otherwise acquire letter* patent, brevet*

d* invention, concessions, licence*, inventions, trade marks

and design right* and privilege* subject, to royalty or

otherwise and whether exclusive or non-exclusive or limited

to any part interest in such letters patent* brevet* d*i

invention, concessions, licences, inventions, trade mark*

and design rights or privileges whether la tho Commonwealth

ef Australia or

in any

part of tho world.

. -

(■p To sell let or granteny patent rights, brevet* dk invention,

. concessions, licences, inventions, trade mark* and design*

rights or privileges which the Trustees may acquire or any,

interest in the same and to exercise use or otherwise deal

or turn to account any such patent rights, brevet*

d'invention concessions, licences, inventions^ trade mark*

and designs, rights or privileges Which the Trustees may

acquire.

(k) To guarantee the advances or loans made to any person or

persons.

.

(1) To seek incorporation in accordance with the provision*? ©f

}- y - i

any charitable institutions Act of any State of the Common¬

wealth of Australia under the name of "The Nell fc Hermon

slade Trust",

(m) To do such other lawful acts and things a* are incidental

to or conducive to the attainment of the general 'purpose*

of these present*.

_The Trustees may from time to time in their discretion invest

the capital of tho Trust or any moneys liable to be or requiring to. bo

invested for the purpose pf producing income for the purposes ofthe

Trust in any one or more of the following modes of investment!-

(a) , In any of the Investments for the time being allowed by the

laws of the Commonwealth of Australia or any State thereof

or any territory thereof or of any self governing member

of the British Commonwealth of Nation* for the investment ^

of Trust Funds.

(b] The purchase of any real estate in tho Commonwealth of

Australia or any Territory thereof.

(oj By deposit whether at call or for any fixed period or

periods and whether at interest or not with any Bank or *

trading company or

loans to any

such Bank or Company in

> •

'•

the Commonwealth of Australia or any Stoto or Territory

thereof.

(dJ Shares and/or debentures of any

limited liability company

"

(other than mining companies) whether public or private

and whether listed on any stock Exchange or not.

(sL—.stocks, bonds, debentures, mortgage* or securities (by

whatsoever name they may be called) of any public municipal

local body or authority or of any corporation in any of

the States of the Commonwealth of Australia or any territ¬

ory thereof the United Kingdom or any self governing msmber

of the British Comuonwealth of Nations. 'v

(fi On mortgage of lands whether freehold or held under the

terms of any of the Crown Lands Act* in any part of the *

Conmonwealth of Australia or any territory thereof,

rlth full power for the Trustess from time to time and at any time to

„«^»«aO*C<V.->— *■*.*

- 10 -

I toother or other* of the sen* or e like nature.

ix.

MBETINQ1

_Tho Trustee* shall meet st least once in every three months.

am -cirwc meeting to be held after the fhictiat^.dey *■*• «*»*m'.4n eeeh

year shall be called the annual meeting, and at *Uch meeting there j shall bo presented to the Trustees the Auditors' Report.: '

PROCEEDINGS OF MEETINGS «.

JThe proceedings at ordinary meetings shall be to receive and

i

2*.

coneider applications for donations or subscription* payable in the

. terns ef the Trust and to consider recommendation of the Trustees in

regard to disposal of the income of the Trust end all mstter* relating

to the general business affairs of the Trust.

.

8, Two Trustees personally present shall be a quorum for a meeting.

lix. Vo business shall be transacted at any mooting unless the quorum

requisite shall be present at the commencement of busine**.

10. The Chairman of the Trust shall be entitled to take th* chair

at every meeting. If the Chairman be not present within fifteen . ..u &

minutes after the time appointed for any meeting or if he be unwilling

to act as the next senior of the Trustees in service present Shall be

Chairman of that meeting.

.-,

11. Each Trustee shall be entitled to one vote only in respect of

[every question put to the meeting.

12. Subject to and in conformity with Section 64 of the -Trustee Act

a Trustee may appoint an alternate Trustee for a period not exceeding

twelve months but such alternate Trustee need not necessarily be a

person qualified to be a Trustee of this Trust under the rules and

regulations relating thereto.

- ■

13. Each Trustee other than the Founder Shall be paid all his trav¬

elling hotel and other expenses properly incurred by him for the purp-

•oee of attending meetings or otherwise in or about the business of

!the Trust and if any Trustee other than the Trustee being willing shall

jbe called upon to perform extra services to make any, special exertions

In going or residing abroad or otherwise for any of the purposes of the

Cvt the Trust shall remunerate the Trustee so doing by a fixed sum of

ev to be determined by the Trustees and such remuneration may be

atfaaaMittaaaaa p..«i^*"—"M^^aaaaaW*^

... |

- 11 -

either in addition to or in substitution for Ony remuneration recelv-

able by him.

f

j 141 The Trustees may also pay such other expenses incurred for theI

! purpose of conducting or carrying on the Trust .and the Trustees may

; from time to time be paid such remuneration for their service* a*

auch Trustees as they may in their discretion determine but the total

of all expenses

paid by the Trust in any one year shall not exceed a,

sua equivalent to ten per centum of the total Income of the Trust in

any one year and provided further that such per centage shall not

include all er any taxation which might be levied agalnat th* Trust

■ r . . ■■ . i' *.i\ .„. ■, , - .. .x.'t '.. • -i:,

or

it* income in

any

particular

year but such *um

of ten per

centum

.

y . ■; .--■ -La-..

., ~-:x-*»i. ■■-■ A..-K

shall not be deemed to include any commission or fee paid to any....

; \\ .i

.. ■. :

■ ■

'•

Trustee Company.

15. The continuing Trustees may act notwithstanding any vacancy In

i

\ their body but so that when the number fells below that fixed by or ,:• '

, .\

,

' ' ■

"

•'. I pursuant to the rules of the Trust the Trustees Shall not act except

• .,y. m. ' ■ ■ ...

, ; in amargencle* or for the purpose of filling up vacancies in accordance

.jiiwith the rules of the Trust.

■J . 16, The office of a Trustee shall ipso facto bo vacatedt -

(aj If he becomes bankrupt or suspend payment or compound with

his creditors or

be convicted of a

felony.

■■.,

(b) If he is found lunatic or become of unsound mind or physio-

ally or mentally Incapable of performing the functions of

office.

(cj If he 1* absent from the meeting of Trustees for a period

of three regular meetings without special leave of absence

from the Board and the Board resolves that his office be

vacated.

(dJ If he by notice in writing to the Trust resigns the appoint¬

ment and such resignation be accepted or be not withdrawn

within one month from the date of Such notice.

17. No Trustee shall be disqualified by his office from holding any

-■ i

i

office cr place of profit, under the Trust including that of Auditor or

undar any company in which the Trust shall be a shareholder or other-

L . J _ - i-

I ••-•'

• •:. : 1

I

- 12

-

or on behalf of the Trust in which eny Trustee shall be in any way

directly or indirectly Interested be avoided nor shall any Trustee bo

liable to account to the Trust for any remuneration er profit arising

from any such office or place of profit or realised bycany such' con*'

tract or

arrangement by reason

only of such Trustee holding that

.

office or of the fiduciary relations thereby established.

(a) a Trustee may vote in respect of any contract cvr arrange-

ment in which he is so Interested as aforesaid and if he

does so vote his vote shall be counted.

■ ••">a»"

(bj It shall be the duty of a Trustee who is in any way direct¬

ly or Indirectly interested in any contract or arrangement

v

or proposed contract or arrangement with the Trust to

declare the nature of his interest at the meeting of the

Trustees at which the contract or arrangement is first

taken into consideration if his interest then exists or in

any ether case at the first meeting of the Trustee* held4

after the acquisition of hi* interest Provided That a

general notice by a Trustee to the effect that he Is a

-Member of any specified ccmpany or firm and 1* to be re*

garded as

interested in any

contract which

may after the ."

date of such notice be made with that company or firm shall

be deemed to be a sufficient declaration of interest in

relation to any

contract so

made; '

(cj It shall be the duty of the secretary to record in the

Minutes of the meeting any declaration* made or notice*

given by a Trustee as aforesaid.

APPOINTMENT OF TRUSTSJ&- : ;

!i

snaxx noxa ocixce un^xx tney axe or unpxx **nexr ozzxce snaxx oe

deemed vacant under the provisions of Clause 16 hereof,! 19. The statutory powdcvof appointment of a nam* nhraat-ai* »i»»n »•%

■ :

'to this Deed and shall be exer.i

I

Wlw

V\

[during his lifetime and after the death of the sal*

during his lifetime and afterens oeath of the survivor ox them tne Said id.

ring hi* """ rim*y\

i

sai< j

.«...ii»a^'}i»VT*(waw «« — ...— ~rrwmmmyinnmim- VaV aaMaw» •«*»**■■»<a**«*lS and th*discharge and retireinent of Trustees shell apply to thi* Peed by

way

■>

of extension and variation of the statutory powers* ^-

(a) The number of Trustees shall not exceed seven and it shall

not be less than three,

- ?.-

(b) The Chairman of Directors for the time being of Bonds

Industries Limited (a canpany registered in tho State of

New South Wales) shall have the right to nominate one who

may be himself and the Trustees shall appoint the person

so nominated by such Chairman of Director* PROVIDED ALWAYS

.

that so long as one of the Trustees shall bo a person

nominated in pursuance of this douse then no further

right of nomination shall be exercised by such Chairman

of Directors;

(c) The Managing Director for tho time being of the Polymer

Corporation Pty. Limited (a

company incorporated in New.

-..

south Wales) shall have the right te nomlnatO one Trustee

who may be himself and the Trustees shall appoint the

person mo nominated by such Managing Director PROVIDED

jaLwaYB that so long as one of the Trustee* shall be a

person nominated in pursuance of thi* Clau** then no

further right of nomination Shall be exercised by such

Chairman of Directors.

(d| The President of the Law Society of New South Wales Shall

have the right to nominate one Trustee Who shell be a

Solioitor of the iJupremo court of New South Wales and the

, Trustees shall appoint the person so nominated by the

President of the Law Society of New South Wales.

'."f':xr

- 14 -■?.

I

(e) The President for the time being of the Chartered Institute

of Accountants in New -South riales shall have the right to

nominate one Trustee mho shall be a Chartered Accountant

practising in the Stats of New South Wale* and th* Trustee*

shall appoint the person so nominated by such President.

(f) Subject a* aforesaid the continuing Trustee* or the major¬

ity thereof shall appoint such number of new Trustees 0*

shali be required to make up the total number of Trustee*

for the time being to the number a* afor***ld.

(g) Anv one of the Trustees may when there are more than four

retired from the trusts of thi* Deed on giving three month*

notice in writing of hi* Intention *o to do to each of the

other Trustees for the time being and upOn tho expiration

of such thVim-s months the Trustee giving th* notice shall

thereupon cease to be a Trustee.

(h) , If any Trustee becomes bankrupt or assigns his estate for

the benefit of hi* creditor*

remain* out of the Common- '

wealth ef Australia for more, than twelve jsontli* or 1*.

••*

■ T.

requested in writing by all the other Ttuetee* to resign

he «hali thereupon cease to be a Tru*tee,

CHAIRMAN OF TRUSTEES v"«

the Trustee*

or cne Trust ana w« Trustees shall from time to time appoint a Chair"

|man in accordance with the provisions thereof,

j MINUTES : >!*'■■.;

I

21. The Trustees shall cause Minutes to be duly entered in books

provided for the purpose* -

(a) of all appointments of officers,

(bj of the names of the Trustees prevent at each meeting of

Trustees, ! ■'' -'

( kg) , of all resolutions and proceedings of all meetings of the

v

,

| Trustees

and any such Minutes of any meeting of the Trustees of tho -trust if•purporting to be signed by the Chairman of such meeting or by the

Chairman of the n«uct succeeding meeting shall be receivable as prima.

FUsr

- 15 -

fsoie evidence of the matter* stated in such Minute*.CHEQUES. BILLS. ETC.

• *>

22. All cheques, bills of exchange, promissory notes and other." ■•• •'•/.••••

Ssgotlabla instruments shall be signed, drawn,- accepted made or en¬

dorsed as the case may be for and on behalf of the Trust In such

manner as the Trustee* may from time to time determlaO, -..•■'■

RESERVE JUND • '.•-

23a Tho Trustees may from time to time as they think proper orX.

expedient set aside out of the income of the True*, to -meet contingenc¬

ies or for special purposes within the orbit of tho Trust ouch sum or

suns aS they shall in their absolute discretion think advisable

provided that in any one year the amount to be credited to any *ueh

reserve fund shall not exceed, twenty per centum (2036) of the grossi

income of the Trust.

ACCOUNTS

. rt.

24. The Trustees Shall cause true account* to be kept of the sum* ef

money received and expanded by the Trust and tho matter* in respect to

which *uch receipt and expenditure takes place and of all distribution*

sales and purchase* of securities or Investments and of the esset*

credits and liabilities of the Trust.

25. The books of account shall be kept at the office of the Trust

or at such other place or places as the Trustees may think fit and

shell at all time* be open to inspection by tho Trustee* jointly and/or

severally.

.

?6. At the first meeting of the Trustees after the thirtieth day of

-Tune of each year there shall be available income and expenditure

account end balance sheet containing a summary of the capital of thei

Trust, its liabilities and its assets made up to date the Thirtieth

day of June immediately preceding. Every such balance sheet of the

Trust shall be aligned on behalf of the Board by at least two Trustee*

of the Trust.

2?. A copy of such Balance Sheet shall be forwarded by post to each

of the Trustees at least seven days previously to the meeting.

AUDIT

*-•*-- —»-»«.«• —« v-h* lava/in* Shall be

- 16 -

balance sheet ascertained by the auditor or auditor*..

29. Tho first meeting immediately after the Thirtieth day of Juno

before referred to shall appoint an auditor or auditors to hold office

; until the next such meeting of the Trust and their appointment, remun¬

erations rights and duties shall be determined by the Trustees from

time to time provided however that if an auditor be not appointed in

any year then the auditor for the previous year shall be doomed to be

and remain the auditor of the Trust for the next ensuing year*

...

30V An auditor may

be appointed

by the Trustees; without notice of

.,

intention to nominate that person to such office and upon an, assurance

from the nominating Trustee that the Auditor would accept the office

-.

if so appointed,

NOTICES *"?!

31. In every or in any case in which a notice is by those Rules

directed or authorised to. be given the same shell be served by the

Trust upon any Trustee either personally, or by sending it through the.

post in a prepaid letter envelope or wrapper addressed to such Trustee*

at his last known place of address,

32. Any notice sent by post shall be deemed to hove been served on

the day following that on which the letter, envelope or wrapper con¬

taining the same is posted and in proving such service it shall be

sufficient to prove that the letter, envelope or wrapper containing

th* notice was properly addressed and put into the post office or ether

public postal receptacle, A certificate in writing signed by any

Manager, Secretary or other officer of the Trust that the letter

envelope Or wrapper containing the notice was so addressed and posted

shall ba conclusive evidence thereof.

331 Anv notice or document sent by post or left at tho registered

address of any Trustee in pursuance of these present* shall notwith¬

standing such Trustee be then deceased and whether or net the Trust

have notice of his decease be deemed to have been duly served.

34. The s lgneture to any notice to be given by the Trust amy be

written printed or stamped..

35^ Where a given number of days' notice or notice extending over

i,? i f

any other period of time is required to be given the day of service rfmI

Mif.>■'■'.' »4

-Jj*

- 17 -

rfhall unleseit is otherwise provided be counted in Such number ot dayo

or other period,

INDEMNITY

16. Every Trustee, Manager or officer of the Trust or any person -

(Whether an officer of the Trust or not) employed by the Trust a*

luiditor shall be indemnified out of the funds of the Tru*t against all

liability Incurred by him

as such Trustee, Manager, officer Or

-

auditor in defending any proceedings whether civil Or criminal in •: •'

ehioh a)ndgment is given in his favour or which he is acquitted or In

Bonneotlon with any application in which relief is granted to him

by the Court.

H ■■

m

STATUTORY DECLARATION

RATCLIFFE & HOOKE,

Solicitors,170 Phillip Street,SYDNEY. 2000

Telt 25.5944

MINUTES OF MEETING OF TRUSTEES OF THE NELL & HERMON

SLADE TRUST HELD AT 5 OYAMA AVENUE, MANLY ON THE

TENTH DAY OF APRIL » 1971 AT 2.30 P.M.

PRESENT!

alteration The Chairman tabled copies of correspondence betweenOF RULES ANDREGULATICg

OF THE

TRUST —OF TRUSTEESt together wim auw uBimnn "•'•-ed 11th March, 1971,

from > pncerning the

appointment of Trustees. The Chairman recalled that

at the time of the creation of the Trust in May, 1964.

* he and his tira sons had all been actively Involved in

the respective businesses of Bonds Industries Limited

and Polymer Corporation Pty. Limited. Since that tlm<

the family had disposed of-their investments In the

Polymer Corporation Group of Companies and had no

connection with thorn whatsoever. In addition Bonds

Industrie* Limited had how become a subsidiary of

Coats-Paton< ~ reby diminishing both

the size of avestment in the

Company a* well as the oegree or their activity in It:

business» In the circumstance* it was Inappropriate

to allow the Chairman of Bonds Industries Limited

and the Managing Director of Polymer Corporation

Pty. Limited to continue to hold the right of

nomination of one trustee each to the Trust after the

death of tho survivor ot the first throe Trustees.

te the contrary the Chairman "wished that his direct

descendants should always have the right to nominate

at least half of the trustees of the Trust. In order

to achieve this he recommended that the trustees

unanimously adopt a Resolution to amend Clause 19 of

the Rules and Regulations for the management of the

ALTERATION

OF RULES AND REGULATIONS

OF THE

TRUST — APPOINTMENT

OF TRUSTEES:

fa

The Chairman tabled copies of correspondence between

>rs, and Messrs.

Accountants,

.Ith March, 1971,

-rning the

-..__Jraan recalled that

at the time of the creation of the Trust in May, 1964,

he and his ts». sons had all been actively involved in

the respective businesses of Bonds Industries Limited

and Polymer CorporationPty*. Limited. Since that time

the family had disposed ofS their investments in the

Polymer Corporation Group of Companies and had no

connection with them whatsoever. In addition Bonds

Industries Limited had how become a subsidiary of

Coato-Patou "* ** * " reby diminishing both

tho else of nvestment in the

Company as well as the-degree of their activity in its

buSlne*** In the circumstances it was■Inappropriate

to allow the Chairman of Bonds industries Limited

and tho Managing Director of Polymer Corporation

Pty. Limited to continue to hold the right of

nomination of one trustee each to the Trust after the

death of the survivor of thejfirst three Trustees.

On the contrary the Chairman wished that his direct

descendants should always have the right to nominate

at least half of the trustees of the Trust. In order

to achieve this he recccamended that the trustees

unanimously adopt a Resolution to amend Clause 19 of

the Rules and Regulations for the management of the

Trust as contained in the original Trust Deed in

accordance with a draft Resolution now tabled by him.

.'".

.

i" '.'■:&■ '"■■•'

•-. a -■....:■.■■

■ .

<-.

ue noxncea oar cnsc ic aappcea cae Aesoxucxan wouxa

not settle the matter finally but would at least

COV*** rt« naalflon-tlnH-Mi t->t« live* of his tWO

gri e also recommended

that tne trustees for the time being review this

question at Intervals of not more than ten years*

IT WAS UNANIMOUSLY RESOLVED

that the Chairman's report he received and that his recommendations bo adopted;

and

IT WAS OMAMIMOUSLV RESOLVED

- c> that Clause 19 of the Rules

and Regulations for the management of "The Nell &

Harmon Slade Trust" as contained in the Schedule to

the Trust Deed dated 25th May, 1964, of the Nell &

Hermon Slade Trust be deleted therefrom, and that the

.following new clause be substituted therefor i-

?19. The-statutory power of appointment of a new

Trustee shall apply to, this Deed and shall be

jar ing

.JLJLCHI

^ng

exercisable

his lifetime eno axxer u*e-o«e«n ox -wi« mm ~illiants-Bermon Slade :

his lifetime eno after the. death of the survivor of

.them the .

1

Slade then by William kuss-bxx «Aaua ««x*«w

time and after the death of the 1— *■ '—--*»# them

th '.<

•• . voe rollowlng provision

as to the appointment • of new trustees and the dlscharg

and retirement of Trustees shall apply to this Deed

by way of extension and variation of the statutory powersta»..„. • ,~ ,._... ri._ :-r•.*■•*'•■?■■ ..*..■.

(aJL_The number of trustees shall be not more than

... four nor less thanetwo. r,(b) If lirOn th« «*«■#->*« i-.* 4.-W_ 1 «a>X <..,_..i ..-_ —C

ig

representatives pf the last to die of the former

-trustees,

(c) Subject as aforesaid the first right to nominate a

aV~a>>x-~ »1-~«« <•-

led that so long as from time to time there be

as trustee a nominee of his this right shali be

suspended.

(d) Subject as aforesaid the next right to nominate a

trustee shall during his lifetime lie with

j

«**>' '-a. ,-■;: -.j-".- *..•<:•-,•

..

or ^ir*-

t r-* .4. '

•» j

*. ..

.

I

provided that so long as from time to time there

pfi as. trustee a. nominee of his this right shall be

suspended. The ao

trusteeship under paragraph (b) hereof shall not make

.him, a nominee within the moaning of this clause.

(ejL_J5ubject as aforesaid the next right to nominate a

trustee shall lie with the President for the time

being and from time to time of the Law Society of New

.South Wales provided that any such nominee shall be a•

,.:,.

.*-* &av* cx; v.;,*?.**-> *}■■*--»•-m*-*.--! bankrupt

c-r a^.--. -*•- : :

•

.

^Solicitor of the Supremo Court of New South Wales and

provided further that so long as from time to time

there be as trustee a nominee of the President of the

Lay Society of New South Wales this right shall be

suspended.

(H__Subject as aforesaid the next right to nominate a*"-'

...

trustee shall lie with the President for the time being

and from time to time of the Institute of Chartered

Accountants in New South Wales provided that any such

" ■*■*"« .1

nootxnee snaxx oe a cnartered Accountant practising

in the State of New South Wales and provided further

that so long as from time to time there be as

trustee a nominee of the President of the Institute

of Chartered Accountants in New South Wales this

right shall be suspended.

(fll_Upon the due making of a nomination under paragraphs

(c), (d), (e) or (f) hereof the continuing trustees

or if there be none such the legal personal

representatives of the last to die of the former

*

trustees shall appoint the person or persons so

nominated.

(hi__jSubjOct as aforesaid the continuing trustees or the

majority thereof shall appoint such number of new

trustees as shall be required to make up the total

number of trustees for the time being to the number

as aforesaid.

(JLL—Any one of the Trustees may When there are more than

two retire from the trusts of this Deed on giving

throe months notice in writing of his intention so

to do to each of the other trustees for the time being

and upon the expiration of such three months the

trustee giving the notice shall thereupon cease to be

a trustee.

Ul__If any trustee becomes bankrupt or assigns his estate

for the benefit of his creditors remains out of the

Commonwealth of Australia for more than twelve months

or is requested In writing by all the other trustees

to resign he shall thereupon cease to be a trustee."

10/4,

STATUTUKX DECXtflJOVrxuPi

We are the trustees of the Nell & Hermon Slade Trust.

1. Annexed hereto and marked with the letter "A" is a true cop

of the Minutes *bf Meeting of Trustees of the Nell & Hermon Slade

Trust held at Manly on the Tenth'- day of April , 1971.

3. The Resolutions set out in the said copy Minutes of Meeting

of Trustees were passed ^unanimously.;■'.

e

AND WE MAKE this solemn declaration' conscientiously believing the

same to be true and by virtue of the provisions of the-Oaths Act.

1900 (as amended) of New South Wales.'

Subscribed and declared by the )

w WHW T IfflMm

ltt-'.* .

' T-m- *— .

mt

Solicitor Sydney >f-thg-P«ftgoJ m\ T

. ' X " -•!—-*•*

Solicitor Sydneyf-fche-Peace

Lcitor Sydney

■ m»v*.*.*-.. ^.~the-Peqce

-