ILUKA RESOURCES LIMITED — Major Shareholding Notification 2005

Jul 11, 2005

$\frac{3}{2}$

$\frac{1}{2}$ and $\frac{1}{2}$ are the set of the set of the $\frac{1}{2}$

大石矿

ł

÷,

经通货 的复数建设

÷, ŧÎ j.,

FACSIMILE TRANSMISSION

TO FAX NO.	÷ ÷	ASX Company Announcements 1900 999 279
то		Iluka Resources Limited Attention: Company Secretary
FAX NO.	-1	08 9360 4777
DATE	÷	12 July 2005
PAGES	÷	276 pages following
RE	÷	Notice of change of interests of substantial holder

$12 - 07 - 05$ ; $17: 04$ ;

$; 31292832544$

KOLSEN PTY LIMITED

ILUKA RESOURCES LIMITED

SUBSTANTIAL SHAREHOLDER NOTICES

Please find enclosed substantial shareholder notices (form 604) which replace those lodged by the Kolsen consortium members on 21 June 2005.

The Kolsen investor consortium members confirm that they do not have any agreement, understanding or arrangement (written or oral) in relation
to their investment in Iluka Resources Limited (Iluka) other than an oral arrangement to act in concert in relation to any acquisition of Iluka shares.

Sydney 11 July 2005

Kolsen Pty Ltd ACN 111 384 144

Level 45, Citigroup Centre 2 Park Street Sydney NSW 2000

in 1991 and 1991. $\bar{\mathbf{p}}$ Ŷ,

륍

804 GUIDE page 1/1 13 March 2000

FOIM DV4
Corporations Act 2001
Section 671B

$\blacksquare$

$-$ And

Notice of change of interests of substantial holder

To Company Name/Scheme	Iluka Rescurses Limited (Iluka)
ACN/ARSN	008 675 018
1. Details of substantial holder (1) Namo	Avobone NV (Avobone) and Comelis Jan de Bruin
ACN/ARSN (if applicable)
There was a change in the Interests of the substantial holder on The provious notice was given to the company on The previous notice was dated	17/6/2005 17/6/2005 17/6/2005

2. Provious and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevent interest (3) in when last required, and when now required, to give a substantial holding notice to the company or schame, are as follows:

	Previous notice		Present notice
Class of securities (4)	Person's votes	Voting power (5)	Person's votes	Voting power (5)
paid ordinary shares Fully KShares	13,605,427	15,8414%	16,885.470 $- - -$	7 2496%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an easociate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of chango (B)	Consideration given in relation to change $(7)$	Class and number of securides affacted	Person's votes affected
17/6/2005	Kolsen Pty Ltd ACN 111 364 144 (Kolaon)	lOn-market acquisitions of Sharas by Kolsen. See also Annexure l B' trust doed and IAnnexure "C" unit entitlementa	iSee Annexure "A" attached	3.230.043	3.280,043

4. Present relevant Intercats

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of msvant Interest	Registared holder of sacurities	Porson entitled to be recisioned an holder (8)	Nature of relevant Interest (B)	Class and number of Becurities	Person's votes
Avabona	IANZ Marcin Services IPty Ltd, ANZ Nominees Ltd. 8all Potter Nominees Account), Genca Pty Limited and Talogg IPty Limited	IANZ Marain Services Ptv Ltd. ANZ Nominees Ltd, Bell (Potter Nominees Limited (BB Nominees Limited (SB Nominees Account), Genca Pty Limited and Talogg Pty Limited	Benefield Interpot	1.150.751	1.150 751

MEL5_334308_1 (W97)

$\sharp$ 4/62

$\frac{1}{2}$

Contractor

$\frac{1}{2}$ $\frac{1}{2}$

$\ddot{\cdot}$

$\frac{1}{2}$

Comete Jan lde Eruin	IANZ Margin Sorvices IPW LM, ANZ Nominaes Ltd. Bell Potter Nominees IAccount), Genca Plv	JANZ Margin Services IPty Ltd. ANZ Nominges Ltd. Belt IPotter Nominaes [Limited (BB Nominees Limited (BB Nominees) (Account), Genca Pty	Controller of Avobone	1.150.751	1.150.751
	lLimited and Takegg iP.y Limited	Limited and Talogg i Fty Limited

5. Changes in essociation

The persons who have become associates (2) of, ceased to be associates of, or have changed the neture of their association (9) with, the substantial holder in retation to voting interests in the company or scheme are as follows:

--------------	Nature of association
Name and ACN/ARSN (ff
apolicable)	___
Not applicable. .	Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Namo	Address
Kolsen	Level 45, 2 Park Street, Sydney, NSW 2000
evobone	9 place du Bourg-do-Four, PO Box 3047, 1211 Geneva 3, Switzerland
Cometts Jan de Bruin	Westerkade 3, NL-3016 CL Rotterdam, The Netherlands
ANZ Margin Services Ltd	Level 7, 20 Martin Place, Sydney, NSW 2000
IANZ Nominess Ltd	Lavel 7, 20 Martin Place, Sydney, NSW 2000
Bell Potter Nominaes Limited (BS Nominees Account)	IGPO Box 4718 TT, Melbourne, VIC 3001
IGonca Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000
Talong Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000

Signature

	print name Cornells Jan de Bruin	capacity	Controller of Avobone
sign horo		dato	11/7/2005
print name	Comells Jan de Bruin	oupacity	Substantial holder
sign here		date	11/7/2005
	÷

Total	8.879.713,35 I5.314.885,05
58 59	1.329,45 2.299,45
Brokerage	13.297,83 22.934,49
Amount	8.865.085,96 5.289.657,11
Purchase Pirce	7,1893 7,4693
Sousny io.of	1.233.043 2.047.000	3,280.043
etilemer Date of	21-6-2005 22-6-2005
Date of	16.6.2005 17-6-2005

$\cdot$

MELS_334814_1(XUS)

$\label{eq:2.1} \begin{array}{ll} \mathbb{E} \left[ \left( \begin{array}{cc} \mathbb{E} \left[ \begin{array}{cc} \mathbb{E} \left[ \begin{array}{ccc} \mathbb{E} \left[ \begin{array}{ccc} \mathbb{E} \left[ \begin{array}{ccc} \mathbb{E} \left[ \begin{array}{ccc} \mathbb{E} \left[ \begin{array}{ccc} \mathbb{E} \left[ \begin{array}{ccc} \mathbb{E} \left[ \begin{array}{ccc} \mathbb{E} \left[ \begin{array}{ccc} \mathbb{E} \left[ \begin{array}{ccc} \mathbb{E} \left[ \begin{array}{ccc} \mathbb{E} \left[$

电电阻电阻 医血管性白血管 医血管切除术 经收益 医甲基甲基甲基甲基甲基甲基甲基甲基甲基甲基甲基甲基甲基甲基甲基甲基甲基甲基甲基

$\cdot$

$\ddot{\phantom{a}}$

1 of 1

$\hat{\mathbf{v}}$

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

$\hat{\boldsymbol{\theta}}$

$\hat{\boldsymbol{\beta}}$

$\bar{z}$

$\bar{1}$

Avobone NV

This is Annexure "B" of 26 pages referred to in form 604 Notice of change of interests of substantial holder.

Cornelis-Fan de Bruin

Trust deed

for the Scarlett Unit Trust

Kolsen Pty Ltd ACN 111 384 144 (Trustee)

MinterEllison $Y$ E $R$ _S ^$T$ $\mathbf{L}=\mathbf{A}$ $\pmb{W}$

MEL5_331172_2 (W97)

$\hat{\mathbf{r}}$

Trust deed for the Scarlett Unit Trust

	Details	5
	Terms
1. 1,1 1.2 1.3	Defined terms & interpretation Defined terms Interpretation Headings	6 6 6 7 7
2. 2.1 2.2 2.3 2.4	Establishment Unit trust Benefit of Trust Trustee Deed binding	7 7 7 7 $\overline{t}$
3. 4. 4.1 4.2 5.	Duration of Trust Trust Property Vesting Separate fund Trust Liabilities	7 7 7 $\overline{7}$
6. 6.1 6.2 6.3 64	Units and Economic Units Rights of Holders Units identical No interference Economic Units	7 7 7 7 7
7. 7.1 7.2 7.3 7.4 7.5	Applications Application for Units Minimum investment Trustees may reject applications Issue of Units Funds not cleared	7 7 7 7 $\overline{7}$ 7 7
8. 8.1 8.2 8.3	Valuations Trustee's expertise Value of Trust Property Revaluation	7 7 7 7
9, 9,1 9.2	Net Asset Value Calculation ٠ Time of calculation	7 7 $\overline{7}$
10.	Issue Price	7
11.	Redemptions not generally permitted	7

Minter Effison | Ref: 'THW
MEL5_331172_2 (W97)

Trust deed | page 2

かいちょうち

$\overline{a}$

$\pm$

あんない ないこうしょう

$\frac{1}{2}$

医皮肤病 化乙基苯甲酸盐 医神经性贫血

$\hat{\mathcal{A}}$ $\hat{\boldsymbol{\beta}}$ $\hat{\boldsymbol{\gamma}}$

$\begin{array}{c} 1 \ 1 \ 1 \end{array}$

$\frac{1}{2}$ $\pm$ $\frac{1}{14}$

电压力

$\bar{z}$

. . . . . .

12. 12.1	Trustee's powers Powers	$\overline{I}$
12.2	Delegation by Trustee	7 7
13.	Trustee's agents	7
14.	Trustee's discretion	7
15.	Indemnity	7
16.	Register	7
16.1 16.2 16.3	Establish and maintain unit register Notice of trust Registered Holder is owner	7 7 7
17.	Mortgage	7
17.1 17.2 17.3 17.4	Recording of mortgagee in Register Payments to mortgagees Transfer of mortgaged Units Trustee not have notice of mortgage or charge	7 7 7 7
18.	Certificates for Units	7
19.	Transfers of Units	7
19.1 19.2 19.3 19.4	Transfer of Units or Economic Units Manner of transfer Transfer happens on registration Trustee may not refuse to register	7 $\overline{7}$ 7 7
20.	Death and insolvency	7
21.	Termination	7
21.1 21.2 21.3 21.4	Trustee may terminate Action on termination Realisation of Trust Property Distributable Income	7 7 7 7
22.	Trustee's liabilities and responsibilities	7
22.1 22.2 22.3 22.4 22.5 22.6 22.7 22.8 22.9	Indemnities given to the Trustee Limitations on liabilities Limitation on responsibility for Costs Trustee prevented from acting Advice to the Trustee Application to court Interests of the Trustee Contribution from others Events beyond control of the Trustee	7 7 7 7 7 7 7 7 7
23.	Trustee's fees	7
24.	Outgoings	7
25.	Recoveries	7
26.	Distributions	7

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

$\bar{1}$

$\bar{z}$

Trust deed (page 3)

$\alpha$

÷

t Ì

$\mathord{\text{\rm I}}$ $\frac{1}{4}$ $\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\over$

$\frac{1}{2}$

$\frac{1}{2}$ $\bar{z}$

26.1 26.2 26.3	Cash distributions Distribution of Distributable Income Holders' interest in Distributable Income		7 7 7
27.	Payments		$\overline{I}$
28.	Accounts		$\overline{7}$
29.	Auditor		7
30,	Meetings		7
30.1 30.2 30.3	Convening and conduct of Meetings Written resolutions Postal Ballot	7	7 7
31.	Trustee's retirement	7
311 31.2 31.3 31.4 31.5	Trustee may retire Trustee must retire Replacement Trustee Retiring Trustee must transfer Trust Property and records New Trustee	7 7 7 7 7
32.	Trustee's indemnity	7
33.	Liability of Holders	7
34.	No partnership or agency	7
35. 35.1 35.2 35.3 35.4 35.5 35.6 35.7 35.8 35.9	Notices and other communications Service of notices Effective on receipt Joint Holders Persons deriving title Document delivery Foreign Holders Certificate Signature Service abroad	7 7 7 7 7 7 $\overline{I}$ 7 7 7
36.	Amendments	7
36.1 36.2	Amendments by Trustee Extraordinary Resolution	7 7
37.	Governing law	7
	Schedule 1 - Meetings of Holders	7
	Signing page	7

Ŷ,

$\bullet$

$\sim$

Minter Ellison | Ref. THW
MEL5_331172_2 (W97)

l,

Details

Date

14 June 2005

Party

Name Short form name Notice details

Kolsen Pty Ltd ACN 111 384 144 Trustee

Facsimile Attention

Background

The Trust was constituted a unit trust according to the terms of this deed at 9am on 14 June 2005 on the issue of Units and receipt by the Trustee of \$10 from the initial unitholder.

Minter Elison | Ref: THW
MEL5_331172_2 (W97)

Trust dead | page 5

$\cdot$ $\vdots$

医心理 医异体性精神性神经炎 医单位

ł,

t

社社

$\mathbb{F}_p$ ÷

$\frac{1}{4}$

Terms

$1.1$

1. Defined terms & interpretation

Defined terms

In this deed:

Business Day means:

• for receiving a notice under clause 35, a day that is not a Saturday, Sunday, public holiday $(a)$ or bank holiday in the place where the notice is sent;
• for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday $(b)$

Business Hours means from 9.00am to 5.00pm on a Business Day.

Cost includes a cost, charge, fee, expense, commission, liability, loss, damage and tax and all amounts payable in respect of any of them or like payments.

Distributable Income means the net income of the Trust determined for purposes of section 95 of

Extraordinary Resolution means a resolution passed at a meeting of Holders duly convened and held in accordance with Schedule 1 and carried by a majority consisting of the Holders of Units representing not less than 75% of the votes cast at the meeting on the resolution.

Economic Unit means a unit which confer on its Holder an undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust

GST means any taxes in the nature of goods and services, supply or valued added taxes (by

whatever name called) and whether imposed by an Australian or other legislature.

Holder means a holder of a Unit or Units or Economic Unit.

Issue Price means the price at which a Unit or Economic Unit is created and issued by the

Meeting means a meeting of Holders.

Net Asset Value means the net asset value of the Trust calculated under clause 9. Register means the unit register established under clause 16.

Special Trustee has the meaning given to it in the Duties Act 1997 (NSW).

Tax Act means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, or

Taxes means all income, capital gains, recoupment, debits, land, sales, payroll, fringe benefits, group, profit, interest, property, undistributed profits, withholding and other taxes, stamp, documentary, financial institutions, registration and other duties, municipal rates, and all other imposts, deductions and charges, related interest, penalties, charges, fees or other amounts assessed, charged, assessable or chargeable by or payable to any national, state or municipal

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

; $31292832544$

Ę

$\mathcal{L}^{\mathcal{L}}{\mathcal{L}}$ , where $\mathcal{L}^{\mathcal{L}}{\mathcal{L}}$ and $\mathcal{L}^{\mathcal{L}}{\mathcal{L}}$ and $\mathcal{L}^{\mathcal{L}}{\mathcal{L}}$

Report Follows

Trust means Scarlett Unit Trust.

Trustee means the trustee of the Trust from time to time.

Trust Liabilities includes borrowings, unpaid costs, charges, expenses, outgoings and fees, contingent liabilities, provisions the Trustee decides to make and unpaid amounts due and payable to Holders and unpaid amounts due to the Trustee.

Trust Property means all property, rights and income of the Trust.

Trust Year means a year or other period in relation to which taxable income of the Trust for purposes of the Tax Act must be determined.

Unit means a unit in the Trust which has a voting right.

$1.2$ Interpretation

In this deed, except where the context otherwise requires:

• the singular includes the plural and vice versa, and a gender includes other genders; $\left( a\right)$
• another grammatical form of a defined word or expression has a corresponding meaning; $(b)$
• a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or $\left( c\right)$ schedule or annexure to, this deed, and a reference to this deed includes any schedule or annexure:
• a reference to a document or instrument includes the document or instrument as novated, $(d)$ altered, supplemented or replaced from time to time;
• a reference to A\$, \$A, dollar or \$ is to Australian currency; $\left( \mathbf{c}\right)$
• $\bf{r}$ a reference to time is to Victoria, Australia time;
• a reference to a party is to a party to this deed, and a reference to a party to a document $(q)$ includes the party's executors, administrators, successors and permitted assigns and substitutes:
• a reference to a person includes a natural person, partnership, body corporate, association, $(h)$ governmental or local authority or agency or other entity;
• a reference to a statute, ordinance, code or other law includes regulations and other $(i)$ instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
• (j) a word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to it in the Corporations Act 2001 (Cth);
• the meaning of general words is not limited by specific examples introduced by including, $(k)$ for example or similar expressions;
• a rule of construction does not apply to the disadvantage of a party because the party was $\left( 1\right)$ responsible for the preparation of this deed or any part of it; and
• if a day on or by which an obligation must be performed or an event must occur is not a $(m)$ Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

$1.3$ Headings

Headings are for ease of reference only and do not affect interpretation.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust dood (page 7

$2₁$ Establishment

$2.1$ Unit trust

By this deed the Trustee constitutes a unit trust called the Scarlett Unit Trust. The beneficial interest in the Trust is divided into Units and Economic Units.

$2.2$ Benefit of Trust

The Trust is constituted for the benefit of persons who, by subscription or otherwise in accordance with this deed to become Holders,

$2.3$ Trustee

The Trustee is trustee of the Trust.

$2.4$ Deed binding

This deed is binding upon the Holders and the Trustee.

$3.$ Duration of Trust

The Trust begins on the date of this deed and subject to this deed ends 80 years (less one day) after that date.

4. Trust Property

4.1 Vestina

The Trust Property vests in the Trustee on trust for the Holders on the terms of this deed.

$4.2$ Separate fund

The Trustee must hold all Trust Property as a separate fund not available to meet liabilities of another trust.

5. Trust Liabilities

Trust Liabilities of the Trust must be determined as far as practicable in accordance with generally accepted accounting principles and applicable accounting standards.

6. Units and Economic Units

$6.1$ Rights of Holders

Only Economic Units confer on their Holders undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities. A Holder has no interest in any asset or part of any asset of the Trust. A Holder is not entitled to call for or assert an interest in any part of the Trust Property.

$6.2$ Units identical

The Trustee may issue Units or Economic Units in the Trust. All Units and Economic Units have interests and rights, and are subject to conditions, identical to those of all other Units or Economic Units as the case may be.

Minter Bilson | Ref. THW
MELS_331172_2 (W97)

Trust deed | page 8

$\frac{1}{2}$

$\ddot{\phantom{a}}$

\$

$\begin{bmatrix} 1 \ 1 \ 2 \ 3 \ 4 \end{bmatrix}$

$\overline{\phantom{a}}$ :

$\frac{1}{2}$

$\frac{1}{2}$

t

Ť,

$\frac{1}{2}$

$6.3$ No interference

A Holder may neither interfere with, nor exercise rights or powers of, the Trustee in respect of any Trust Property, Trust Liability or obligation and has no right to lodge any caveat affecting the Trust Property.

$6.4$ Economic Units

Despite anything else contained in this deed, Economic Units shall not confer any voting rights.

$7¹$ Applications

7.1 Application for Units

A person intending to subscribe for Units must give the Trustee an application in a form and manner approved by the Trustee and pay the Issue Price to the Trustee by way of subscription for Units or Economic Units as the case may be.

$7.2$ Minimum investment

Except where the Trustee otherwise agrees, the amount subscribed must exceed a minimum amount (if any) that the Trustee from time to time determines for the Trust.

$7.3$ Trustees may reject applications

The Trustee may reject an application for Units or Economic Units without giving any reason.

$7.4$ Issue of Units

All Units or Economic Units must be issued on or after the day immediately following the closing date (if any) for receipt of applications for Units or Economic Units or otherwise when the amount subscribed is transferred to the Trust or otherwise as the Trustee decides.

75 Funds not cleared

Units or Economic Units paid for by uncleared funds which are not subsequently cleared, are void.

8. Valuations

$8.1$ Trustee's expertise

The Trustee is not to be regarded as having any special expertise in valuation.

$8.2$ Value of Trust Property

The value of any Trust Property is its fair market value determined in accordance with generally accepted Australian accounting principles and applicable accounting standards. Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at those rates quoted by a bank or other financial institution nominated by the Trustee.

8.3 Revaluation

The Trustee may cause an item of Trust Property to be revalued whenever it thinks fit.

9. Net Asset Value

$9.1$ Calculation

The Net Asset Value is the total value of Trust Property less Trust Liabilities determined in accordance with generally accepted Australian accounting principles and applicable accounting standards in force for the year ended 21 December 2004..

$9.2$ Time of calculation

The Trustee may calculate the Net Asset Value at any time on the basis of the most recent valuation of each item of Trust Property and determination of Trust Liabilities, as at that time. The Trustee may calculate the Net Asset value more than once a day.

Issue Price 10.

The Issue Price is \$1 for all initial Units issued, and for all Units issued subsequently, is the amount determined by the Trustee.

Redemptions not generally permitted $11.$

A Holder has no right to require the Trustee to redeem Units or Economic Units, unless Holders of Units at a Meeting pass a Extraordinary Resolution in favour of the redemption.

$12₁$ Trustee's powers

12.1 Powers

Subject to this deed, the Trustee has:

• all the powers in relation to the Trust, Trust Property and Trust Liabilities, that it is legally $(a)$ possible for a natural person, trustee or corporation to have in Australia and overseas; and
• all the powers incidental to ownership of the Trust Property, (Ъ)

including the power to invest in real or personal property of any nature, anywhere in the world and to borrow, raise money and incur liabilities and obligations of any kind, to take and provide security and as if it were the absolute and beneficial owner of all Trust Property.

12.2 Delegation by Trustee

The Trustee, by power of attorney or otherwise, may authorise one or more persons (whether or not related to or associated with the Trustee) to do anything that the Trustee may lawfully delegate, including acting as custodian, holding the Trust Property and executing documents on its behalf.

13. Trustee's agents

The Trustee may, as it sees fit, in connection with performance of its duties as Trustee, engage any advisers, agents, brokers, contractors, custodians, investment managers, underwriters or other persons (whether or not related to or associated with the Trustee).

Minter Ellison (Ref: THW
MEL5_331172_2 (W97)

$\frac{1}{2}$

$14.$ Trustee's discretion

Subject to this deed, the Trustee may determine whether to exercise and the manner, mode and time of exercise of its powers in its absolute discretion.

15. Indemnity

To the maximum extent permitted from time to time by the law, the Trustee is entitled to be indemnified out of the Trust Property for any liability incurred by it in performing any of its duties or exercising any of its powers or omitting to act, in relation to the Trust, or attempting to do so. The Trustee is not required to do anything for which it does not have a full right of indemnity out of Trust Property available for that purpose or in relation to which it is not satisfied that its liability is limited in a manner that is satisfactory to it. Any indemnity to which the Trustee is entitled under this deed is in addition to any indemnity allowed by law and is subject to clause 22.

16. Register

$16.1$ Establish and maintain unit register

The Trustee must initially establish and keep a unit register in Victoria and may change the location of the Register to a location determined by the Trustee from time to time in its absolute discretion.

$16.2$ Notice of trust

The Trustee need not enter notice of any trust on the Register.

16.3 Registered Holder is owner

The Trustee may treat the registered Holder as the absolute owner of Units or Economic Units registered in that Holder's name and is not bound to take notice of any trust or equity affecting any Unit or Economic Unit. Entry on the Register is conclusive evidence of a Holder's title to Units or Economic Units.

Mortgage $17₁$

17.1 Recording of mortgagee in Register

On the Holder's written request, the Trustee may at its absolute discretion record a mortgagee (sole or joint) of Units or Economic Units in the Register and on the mortgagee's written request may delete that record.

17.2 Payments to mortgagees

Redemption proceeds of Units or Economic Units, capital distributions (not representing part of Distributable Income) and distributions after termination of the Trust must be paid to the recorded mortgagee of the Units or Economic Units in the Register.

17.3 Transfer of mortgaged Units

Any transfer of Units or Economic Units is subject to any existing mortgagee record so that Units or Economic Units in respect of which a mortgagee is recorded on the Register may only be transferred with the written consent of the mortgagee.

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

÷

f
B

Ü

17.4 Trustee not have notice of mortgage or charge

The Trustee is not taken to have notice of the terms of any mortgage or charge and has no liability to a mortgagee in connection with recording of mortgages.

18. Certificates for Units

Certificates must be issued for Units and Economic Units. The Trustee at any time may send a Holder details of Units and Economic Units held by, Unit and Economic Unit transactions of, or

$19₁$ Transfers of Units

19.1 Transfer of Units or Economic Units

Holders may only transfer Units or Economic Units with the written consent of the Trustee.

19.2 Manner of transfer

A transfer of Units or Economic Units must be made in the manner prescribed by the Trustee

19.3 Transfer happens on registration

A transfer of Units or Economic Units takes effect only upon registration in the Register.

19.4 Trustee may not refuse to register

The Trustee may not refuse to register a transfer of Units made in accordance with the Unitholders

20. Death and insolvency

The Trustee only recognises surviving joint Holders, the legal personal representatives of a deceased Holder and the person legally entitled to Units or Economic Units consequent on bankruptcy or liquidation, respectively, as having rights or title to the Units or Economic Units in those circumstances.

$21 -$ Termination

$21.1$ Trustee may terminate

The Trustee at any time may terminate the Trust by not less than four weeks prior written notice

21.2 Action on termination

On termination of the Trust, the Trustee must:

• (a) realise all Trust Property;
• $(b)$ pay, discharge or provide for all Trust Liabilities; and
• $(c)$

distribute the net proceeds among Holders pro rata to the number of Economic Units held.

Realisation of Trust Property 21.3

The Trustee may postpone realisation of Trust Property and is not responsible for any resulting loss unless caused by the Trustee's neglect, wilful default or breach of trust.

Minter Ellison | Ref: THV/
MEL5_331172_2 (W97)

$\begin{array}{cccccccccc} 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 &$

$\bar{t}$

$\begin{bmatrix} 1 \ 1 \ 1 \ 1 \end{bmatrix}$

$\frac{1}{11}$

i.
Iii

t

$\bar{z}$ $\ddot{\cdot}$

$\begin{array}{c} 1 \ 1 \ 2 \end{array}$

i i propinsi kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning kuning

计时间

$\frac{1}{1}$ .

21.4 Distributable Income

Nothing in this clause affects the entitlements of Holders to receive Distributable Income. The Trustee may make partial distributions.

Trustee's liabilities and responsibilities $22.$

$22.1$ Indemnities given to the Trustee

This clause 22 does not limit or affect any other indemnities given to the Trustee in this deed or by law.

22.2 Limitations on liabilities

Except to the extent of the Trustee's breach of trust, fraud or negligence:

• $\alpha$ the Trustee and each director and officer of the Trustee are not personally liable to a Holder or another person in connection with the office of the Trustee or director or officer of the Trustee:
• the Trustee is not liable to a Holder to a greater extent than the extent to which it is $(b)$ entitled to be and is in fact indemnified out of the Trust Property actually vested in the Trustee in respect of the Trust; and
• the Trustee is not responsible for acting upon: $(c)$
• a resolution purporting to have been passed at a meeting of Holders at which $\omega$ minutes were made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for another reason the resolution was not valid or binding upon any of those Holders whom it purports to bind or the Trustee; or
• $(ii)$ direction or instruction given by the Holders. The Trustee acting upon a direction or instruction given by the Holders does not of itself amount to a breach of duty or breach of trust or in any way affect the Trustee's right to be indemnified out of the Trust Property, whether under this deed or otherwise.

22.3 Limitation on responsibility for Costs

The Trustee is not responsible for any Cost incurred:

• by fraud, negligence, breach of duty or breach of trust or otherwise, by any agent, $(a)$ delegate, attorney or custodian and any of their agents or delegates;
• by relying on any notice, resolution, information, document, form or list unless it $(b)$ reasonably believes the item not to be genuine or not to have been passed, executed or signed by the proper parties; or
• if a person fails to carry out an agreement with the Trustee or an agent or a delegate of the $\left( c\right)$ Trustee,

except to the extent of the Trustee's breach of trust, fraud or negligence.

22.4 Trustee prevented from acting

The Trustee is not liable to anyone in respect of any failure to perform or do any act or thing which by reason of:

a provision of any present or future law or statute of Australia, or state or territory of $(a)$ Australia; or

Minter Ellison | Ref. THW
MEL5_331172_2 (W97)

ć

÷,

化化学化 计进口

÷.

$\frac{1}{2}$

÷. ÷

A) $\frac{1}{3}$

4ţ

$\bar{\nu}$ .

$\mathbf{I}$

$(b)$ any decree, order or judgement of a competent court.

the Trustee is prevented, forbidden or hindered from doing or performing.

22.5 Advice to the Trustee

The Trustee may take and act upon:

• the opinion or advice of counsel or solicitors instructed by the Trustee in relation to the $\langle a \rangle$ interpretation of this deed or another document (whether statutory or otherwise) or generally as to the administration of the Trust or another matter in connection with the Trust; and
• the opinion, advice, statements or information from any bankers, accountants, auditors, $(b)$ valuers, architects, engineers and other persons consulted by the Trustee who are in each case believed by the Trustee in good faith to be expert in relation to the matters upon which they are consulted,

and the Trustee is not liable for anything done, suffered or omitted by it in good faith in reliance. upon that opinion, advice, statements or information.

22.6 Application to court

Nothing in this clause 22 prohibits or impedes the Trustee from applying to any court if the Trustee thinks fit.

22.7 Interests of the Trustee

The Trustee or an officer or employee or associate of the Trustee may:

• $(a)$ be a Holder:
• act in any capacity including without limitation as a representative, delegate or agent of $(b)$ the Trustee or a Holder.
• have an interest in or enter into a contract or transaction with: $\left( c\right)$
• 0 the Trustee or an associate of the Trustee;
• $(ii)$ a Holder; or
• another person, including one whose shares or other securities form Trust $(iii)$ Property; or
• hold or deal in or have another interest in Trust Property, (iv)

and may retain and is not required to account for a benefit derived by doing so.

22.8 Contribution from others

If a person makes a claim for contractual damages against the Trustee or a Holder, the Trustee or the Holder (as the case may be) may claim contribution or apportionment in respect of that loss or those damages from a person who has contributed to that loss or those damages.

22.9 Events beyond control of the Trustee

The Trustee is not liable for any delay or failure to perform its obligations under this deed to the extent that the delay or failure arises from an event or circumstance that is beyond the control of the Trustee and could not have been prevented, romedied or overcome by the exercise of reasonable care or the taking of reasonable precautions.

Minter Ellison | Raf: THW
MEL5_331172_2 (W97)

23. Trustee's fees

The Trustee is entitled to receive fees under any agreement with the Holders or another person in respect of its services in relation to the Trust.

24. Outgoings

All costs, charges, expenses and outgoings reasonably and properly incurred by the Trustee in connection with the following matters or of the following nature in relation to the Trust are payable or reimbursable out of Trust Property:

• preparation, approval, stamping, execution and printing of this deed and any deed $(a)$ amending this deed;
• $(b)$ retirement, removal and appointment of a Trustee;
• institution, prosecution, defence and compromise of any court proceedings, arbitration or $\left( c\right)$ dispute resolution proceedings in relation to this deed or the Trust (but the Trustee must repay to the Trust, and is not entitled to be reimbursed for, an amount of outgoings in connection with proceedings to the extent it is found by a court to be liable for its own negligence, fraud, breach of trust or breach of duty);
• convening and holding a meeting of Holders and implementing a resolution of the $(d)$ meeting;
• bank fees, interest, discount and acceptance fees for bill facilities, all borrowing costs and $(e)$ like amounts;
• $\bf(t)$ Taxes:
• any actual or proposed investment, acquisition, realisation, valuation, maintenance, $(g)$ alteration, improvement, enhancement, receipt, collection or distribution of the Trust Property;
• $(h)$ fees payable to a person authorised by the Trustee to hold Trust Property;
• establishing and maintaining the Register, the Trust accounting system and records and $(i)$ the investment register (including, without limitation, operation and development of computer facilities, both software and hardware, salaries and on costs);
• (j) fees payable to a regulatory authority;
• $(k)$ preparing, printing and posting accounts, cheques and documents, or making payments, to Holders:
• any offer or invitation in respect of Units or Economic Units, including preparation, $\langle$ l lodgement, registration, distribution and promotion of Trust prospectuses or information memoranda;
• $(m)$ amounts payable to administrators, advisers, agents, brokers, contractors, custodians, investment managers, statutory supervisors, underwriters or other persons engaged by the Trustee under this deed including legal costs on a full indemnity basis and including overheads and other costs payable to related companies for staff, equipment and leased premises;
• $(n)$ fees incurred by an auditor of the Trust;
• preparing and lodgement of Trust taxation or other returns; $\circ$

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 15

• termination of the Trust; $(p)$
• $(q)$ entering the Trust in a survey;
• $(r)$ fees payable to a ratings organisation;
• performance of the Trustee's dutics, exercise of the Trustee's rights or powers, compliance $(s)$ with the law or administration of the Trust;
• fees payable to a securities system authorised by the Trustee to hold Trust Property; $(t)$
• dealing with applications for and determining the Issue Price of Units; and $(u)$
• an amount equal to any GST which the Trustee may be liable to pay in connection with $(v)$ any supply or other act or omission on the part of the Trustee in connection with the Trust except where and to the extent that the GST liability of the Trustee is already accounted for in the arrangements governing the relevant supply or act or omission.

25. Recoveries

Each Holder is liable for all Taxes and costs in relation to that Holder's entitlement to, or payment of, income or capital to, or any act requested by, that Holder and for unpaid amounts and all expenses payable by them to the Trustee or Trust under this deed. The Trustee may (but is not obliged to):

• deduct reimbursable expenses from the Holder's Distributable Income in accordance with $\omega$ this deed.
• withhold payment of any money payable to a Holder until the liability is discharged; or $(b)$
• recover the amount payable by the Holder from any money or property held for, or $(c)$ distribution or other amount payable to, the Holder, including by redeeming or causing buy-back of Units of the Holders,

in order to meet the liability or to be reimbursed for a liability which it has already met.

26. Distributions

26.1 Cash distributions

The Trustee may at any time elect that any amount (capital or income) of the Trust be distributed to Holders pro rata to the number of Economic Units held in the Trust as at a time determined by the Trustee, provided that only eash is distributed.

26.2 Distribution of Distributable Income

Within two months after the end of each Trust Year, the Trustee must distribute any undistributed share of Distributable Income to which any Holder is entitled.

26.3 Holders' interest in Distributable Income

Each Holder is presently entitled as at the end of each Trust Year to a share of Distributable Income for that Trust Year, if any, which has not praviously been distributed, in the proportion of the number of Economic Units held to the aggregate of all Economic Units then on issue on the Trust. Each Holder has a vested and indefeasible interest in all amounts of Distributable Income to which that Holder becomes entitled in accordance with the operation of this clause.

Minter Ellison | Ruf: THW
MEL5_331172_2 (W97)

Ŷ,

Property

$\mathbb{N}$

$\frac{1}{2}$

Ŕ

$\frac{1}{2}$ ÿ.

÷,

$\mathbb{C}$

$\hat{\phi}^{\dagger}_{\alpha}$

$\frac{1}{2}$

$\frac{1}{2}$

Ĝ,

Ŷ,

$\begin{array}{c} \begin{array}{c} \cdot \ \cdot \ \cdot \end{array} \ \begin{array}{c} \cdot \ \cdot \end{array} \end{array}$

$\frac{1}{\epsilon}$

$\frac{1}{2}$

$\bar{z}$

27. Payments

The obligations of the Trustee are fully discharged in respect of any money payable to a Holder that is deposited into an account with a bank or other financial institution nominated by the Holder and approved by the Trustee or, if the Trustee agrees, paid by cheque (which the Trustee must prepare) posted to the Holder, or (if the Trustee agrees) applied in another manner as the Holder directs the Trustee.

28. Accounts

Accounts for the Trust must be prepared in accordance with generally accepted Australian accounting principles and applicable accounting standards. The Trustee must keep the accounts of the Trust. The Trust's fiscal year ends on 30 June.

29. Auditor

The Trustee must appoint and may at any time replace as Trust auditor a registered company auditor, or a firm of chartered accountants of which at least one partner is a registered company auditor.

30. Meetings

30.1 Convening and conduct of Meetings

The Trustee may call a Meeting in the manner provided in Schedule 1 and the Meeting must be conducted in accordance with Schedule 1.

30.2 Written resolutions

A resolution is passed without a Meeting if all the Holders entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Holders if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Holder signs. The passage of the resolution satisfies any requirement under this deed or the law (if any) that the resolution be passed at a Meeting.

30,3 Postal Ballot

A Meeting may be conducted by postal ballot in accordance with those arrangements as the Trustee decides replicate as closely as may be practicable, the provisions of this deed with respect to Meetings.

31. Trustee's retirement

31.1 Trustee may retire

Subject to the law, the Trustee may retire from the Trust by giving at least 1 months notice to the Holders.

31.2 Trustee must retire

Subject to the law, the Trustee must retire from the Trust immediately if:

• a receiver is appointed in respect of all or any part of the Trustee's business or assets; $\left( a\right)$
• $(b)$ the Trustee becomes insolvent or goes into liquidation; or

Holders of Units at a Meeting pass a Extraordinary Resolution that the Trustee must retire. $(c)$

31.3 Replacement Trustee

A retiring Trustee must within one month after giving notice or being required to retire, appoint a replacement Trustee, otherwise the Holders by Extraordinary Resolution may do so.

31.4 Retiring Trustee must transfer Trust Property and records

A retiring Trustee must transfer all Trust Property and records of the Trust to the new Trustee at

31.5 New Trustee

The new Trustee must not be a Holder and cannot at any time after appointment become a Holder unless the new Trustee is a Special Trustee. This sub-clause cannot be modified or deleted.

$32.$ Trustee's indemnity

To the extent permitted by law (and in no way limiting or purporting to exclude, or reduce liability under law in particular), on retirement or removal, the Trustee is entitled:

• to a complete release from all obligations in relation to the Trust which arise after its $(a)$ retirement or removal; and
• $(b)$ to be indemnified out of Trust Property against any claims arising out of its conduct as Trustee except claims in respect of neglect, default or breach of trust by the Trustee and without limiting liability of the Trustee to the Holders.

33. Liability of Holders

• $\bf(a)$ The liability of a Holder in their capacity as such is limited to:
• any liability to pay the amount (if any) of the Issue Price that is for the time being $(i)$ unpaid on the Units or Economic Units hold by that Holder; and
• $(ii)$ any liability expressly imposed on that Holder under this deed or under any separate agreement between that Holder and the Trustee,

a distribution or payment of capital does not create or increase any unpaid amount of the Issue Price of Units.

• Subject to clause 33.(a)(ii), a Holder need not: $(b)$
• indemnify the Trustee if there is a deficiency in the Trust Property as compared $(i)$ with the liabilities to be met from the Trust Property; or
• meet the claim of any creditor of the Trustee in respect of the Trust,

and recourse of the Trust and Trust creditors is limited to Trust Property.

34. No partnership or agency

$(ii)$

Nothing contained or implied in this deed creates or constitutes, or is deemed to create or constitute, a partnership or agency relationship between the Trustee and a Holder.

Minter Ellison | Ref: THW
MEL5_331172_2 (WS7)

Trust doed | pago 18

$\label{eq:reduced} \begin{minipage}{0.5\textwidth} \begin{minipage}{0.5\textwidth} \centering \end{minipage} \begin{minipage}{0.5\textwidth} \centering \begin{minipage}{0.5\textwidth} \centering \end{minipage} \begin{minipage}{0.5\textwidth} \centering \end{minipage} \begin{minipage}{0.5\textwidth} \centering \end{minipage} \begin{minipage}{0.5\textwidth} \centering \end{minipage} \begin{minipage}{0.5\textwidth} \centering \end{minipage} \begin{minipage}{0.5\textwidth} \centering \end{minipage} \begin{minipage}{0.5\textwidth$

ŧ ŀ.

ł.

÷,

ţ.

ķ

$\hat{\mathcal{C}}$ .

$\frac{1}{2}$

$\ddot{\phantom{a}}$

$\frac{1}{4}$

÷. $\mathbb{S}^{\ast}_{+}$

35. Notices and other communications

$35.1$ Service of notices

A notice, demand, consent, approval or communication under this deed (Notice) must be:

• in writing, in English and signed by a person duly authorised by the sender; and $\left( \mathbf{e} \right)$
• $(b)$ hand delivered or sent by prepaid post or facsimile to:
• for the Trustee, the address for Notices specified in the Details, as varied by any $(i)$ Notice given by the Trustee; and
• $(ii)$ for a Holder or joint Holders, the address of the Holder, or of the first named of joint Holders, shown in the Register.

35.2 Effective on receipt

A Notice given in accordance with clause 35.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

• $(a)$ if hand delivered, on delivery;
• if sent by prepaid post, on the second Business Day after the date of posting (or on the $(b)$ seventh Business Day after the date of posting if posted to or from a place outside Australia):
• if sent by facsimile, when the sender's facsimile system generates a message confirming $(c)$ successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the ontire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

35.3 Joint Holders

A notice may be given by the Trustee to joint Holders by giving the notice to the joint Holder whose name appears first in the Register.

35.4 Persons deriving title

A person entitled to a Unit or Economic Unit by operation of law and who is not registered as the Holder of the Unit or Economic Unit is taken to receive any notice served in accordance with this clause on the person from whom it derives its title.

35.5 Document delivery

A Unit or Economic Unit certificate, cheque, warrant or other document may be delivered by the Trustee either personally or by sending it:

• in the case of a Holder who does not have a registered address in Australia, by prepaid $(a)$ airmail post; and
• $(b)$ in any other case, by prepaid ordinary post,

and is at the risk of the addressee as soon as it is given or posted.

35.6 Foreign Holders

A Holder whose registered address is not in Australia may specify in writing an address in Australia as the Holder's registered address for the purposes of this clause 35.

Minter Ellison | Raf: THW
MELS_331172_2 (W97)

ŧ

t

ig
C

自由的

$\sim$ $^{\prime}_{\rm 0}$

$\frac{1}{2}$ $\ddot{\cdot}$

有主体

i)
H

ţ, Ĵ,

35.7 Certificate

A certificate in writing signed by a director, secretary or other officer of the Trustee that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.

35.8 Signature

The signature to a Notice given by the Trustee may be written or printed.

$35.9$ Service abroad

All Notices sent by post outside Australia must be sent by prepaid airmail post.

36 Amendments

$36.1$ Amendments by Trustee

The Trustee may by supplemental deed, modify, add to or delete from, this deed, but may not:

• $\alpha$ if the modification, addition or deletion is likely to confer a benefit on the Trustee or any of the Trustee's related bodies corporate, officers or employees;
• $(b)$ if expressly prohibited from doing so under this deed; or
• if the modification, addition or deletion is likely to have a material adverse effect on the $(c)$ interests of Holders.

36.2 Extraordinary Resolution

The Trustee may make any amendment to this deed approved by Extraordinary Resolution.

37. Governing law

This deed is governed by the law of Victoria.

电子

$\frac{1}{2}$

计可靠

f,

$\frac{1}{2}$

Ħ

$\cdot$

$\mathbb{F}_4$

$\begin{array}{c}\n\vdots \
\vdots \
\vdots\n\end{array}$

Schedule 1- Meetings of Holders

$\mathbf{1}$ Notice

$1.1$ Calling of Meetings

• The Trustee may at any time call and arrange a Meeting. $\left( a\right)$
• The Trustee must call and arrange a Meeting at the written request of Holders with 10% of $(b)$ the issued Units.

$1.2$ Period of notice

The Trustee must give Holders 21 days notice of a Meeting or such lesser time as agreed to in writing by Holders of at least 95% of the Units on issue. In calculating the period of notice, both the day on which the notice is given (or taken to be given) and the day of the Meeting (of which notice is being given), are excluded.

$1.3$ Contents of notice

The notice of Meeting must specify:

• $(a)$ the place, date and time of the Meeting;
• $(b)$ the general nature of the business to be transacted; and
• for any Extraordinary Resolution proposed, the precise terms of the proposed resolution. $(c)$

A copy of the notice must be sent to the Trustee except if the Trustee calls and arranges the Meeting.

$1.4$ Omission to give notice

Accidental omission to give notice to, or the non-receipt of notice by, a Holder does not invalidate the Meeting nor any resolution passed at a Meeting.

Proceedings at Meeting $2₁$

$2.1$ Quorum

The quorum for a Meeting is 4 Holders present in person, by attorney or by proxy, or if a Holder is a corporation by proxy, by attorney or by duly authorised representative. Business cannot be transacted at a Meeting if a quorum of Holders is not present at the commencement of business.

$2.2$ No quorum

• Subject to clause 2.2(c) of this Schedule, if a quorum is not present within 30 minutes $\omega$ after the time appointed for a Meeting, the Meeting stands adjourned to the same time and place five Business Days after the appointed Meeting or at another place and time agreed by all Holders of Units present at the Meeting.
• At an adjourned Meeting, the Holders of Units present and entitled to vote whatever the $(b)$ number of the Units held by them is a quorum for the transaction of business including the passing of Extraordinary Resolutions.

Minter Elison | Ref: THW
MELS_331172_2 (W97)

ł.

ś,

Contractor

If a Meeting is called and arranged at the request of Holders of Units and a quorum is not $(c)$ present within 30 minutes after the time appointed for the Meeting, the Meeting is dissolved.

$2.3$ Chairperson

• The chairperson of each Meeting is the chairperson (or in the chairperson's absence the $(a)$ deputy chairperson) of directors' meetings of the Trustee.
• Those of the Trustee's directors present may elect a chairperson of a Meeting, if: $(b)$
• there is no chairperson or deputy chairperson of meetings of the Trustee's $(i)$ directors:
• the chairperson and deputy chairperson of meetings of Trustee's directors do not $(i)$ want to act as chairperson of the Meeting; or
• $(iii)$ the chairperson of the Meeting is not present within 15 minutes after the time appointed for the Meeting.
• $(c)$ If a chairperson of a Meeting is not elected under clause 2.3(b), then:
• the Holders of Units may elect one of the Trustee's directors present as $\left($ i) chairperson; or
• if a director of the Trustee is not present or does not want to take the chair, the $(ii)$ Holders of Units may elect one of the Holders of Units present as chairperson.
• If there is a dispute at a Meeting about a question of procedure, the chairperson may $(d)$ determine the question.

$2.4$ Adjournment

• $(a)$ The chairperson of a Meeting may with the consent of a Meeting at which a quorum is present, adjourn the Meeting to another place and time.
• The chairperson of a Meeting must adjourn the Meeting to another place and time if $(b)$ directed by the Meeting so resolving on a poll.
• Only business that may lawfully have been transacted at the Meeting from which the $(c)$ adjournment took place, may be transacted at the adjourned Meeting.
• If a Meeting has been adjourned for more than 21 days, three days written notice of the $(d)$ adjourned Meeting must be given to the Holders. In calculating the period of notice, both the day on which the notice is served (or taken to be served) and the day of the adjourned Meeting (of which notice is being given) must be given to Holders.

$2.5$ Minutes

Minutes of a Meeting signed by the chairperson are conclusive evidence of the proceedings of the Meeting,

$3.1$ Voting

$3,1$ Show of hands

• A resolution put to the vote of a Meeting must be decided on a show of hands of Holders $(a)$ of Units except if a poll is demanded.
• If a poll is not demanded a declaration by the chairperson that a resolution has been $(b)$ carried (unanimously or by a particular majority) or lost is conclusive evidence of the fact

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

$12 - 07 - 05$ ; $17$ : $11$

; $31292832544$

without proof of the number or proportion of the votes recorded in favour of or against the resolution.

$3.2$ Poll

• $\left( a\right)$ A poll may only be demanded by:
• $\left($ i the chairperson; or
• in writing by one or more Holders of Units present in person, by proxy or by $(ii)$ authorised representative and holding or representing 5% of the issued Units.
• A poll may only be demanded before or on the declaration of the result of the show of $(b)$ hands.
• If a poll is duly demanded it is to be taken in the manner the chairperson may direct and $(c)$ the result of the a poll is deemed to be the resolution of the Meeting at which the poll was demanded.

$3,3$ Conduct of poll

• A poll demanded on the election of a chairperson or on a question of adjournment must be $(a)$ taken at the Meeting without adjournment. A poll demanded on any other question may be taken either immediately or at another time (not being more than 30 days from the date of the Meeting) and place as the chairperson may direct. No notice need be given of a poll not taken immediately.
• The demand for a poll does not prevent the Meeting continuing for the transaction of $(b)$ business except the question on which the poll has been demanded.

$3,4$ Number of votes

• On a show of hands, each Holder of Units who is present in person, by attorney, by proxy $\left( u \right)$ or by authorised representative has one vote.
• On a poll, each Holder of Units who is present in person, by attorney, by proxy or by $(b)$ authorised representative has one vote for every Unit of which the Holder is the registered holder.
• A Holder of Units entitled to more than one vote need not use all its votes or cast all the $(c)$ votes it uses in the same way.

$3.5$ No casting vote

The chairperson does not have a casting vote in addition to the chairperson's votes as Holder of Units, proxy, attorney or authorised representative.

$3.6$ Joint holders

In the case of joint Holders of Units, the vote of the joint Holder of Units first named in the Register voting whether in person, by proxy or by authorised representative is accepted to the exclusion of the votes of the other joint Holders of Units.

$3.7$ Resolutions

Subject to this deed and any Extraordinary Resolution, a resolution of the Holders of Units is carried if a majority of the votes cast on the resolution of Holders of Units is in favour of the resolution.

$\frac{1}{2}$

$12 - 07 - 05$ ; $17:12$

$\overline{\mathcal{L}}$ Proxies

4.1 Number of proxies

A Holder who is entitled to vote at a Meeting of Holders may appoint not more than two proxies to attend and vote at the Meeting on the Holder's behalf.

4.2 Instrument appointing proxy

The instrument appointing a proxy must be in writing and executed as follows:

• if the appointor is a corporation, under its common seal or signed by a duly authorised $\left( a\right)$ officer or attorney of the corporation; or
• in any other case, signed by the appointor or the appointor's attorney duly authorised in $(b)$ writing.

$4.3$ Proxy need not be Holder

A person appointed to act as a proxy need not be a Holder.

4.4 Return of proxies

• An instrument appointing a proxy and the power of attorney or other authority (if any) $\left( u \right)$ under which it is signed or a certified copy of the power or authority must be received at:
• the place specified by the Trustee in the notice of Meeting for the return of $(i)$ proxies; or
• if a place is not specified for the return of proxies, at the registered office of the $(i)$ Trustee.
• Each instrument appointing a proxy must be received 48 hours before the time appointed $(b)$ for the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for taking of the poll) at which the person named in the instrument proposes to vote. An instrument appointing a proxy received in default of this clause must be treated as invalid.
• $(c)$ An instrument appointing a proxy is only valid twelve months after the date it is execution.

4.5 Form of proxy

• An instrument appointing a proxy may be in the usual common form or another form $(a)$ approved by the Trustee.
• An instrument appointing a proxy is deemed to include the right to demand or join in $(b)$ demanding a poll.
• An instrument appointing of a proxy is also valid for any adjournment of the Meeting as $\left( c\right)$ for the Meeting to which it relates.
• An instrument appointing a proxy need not be witnessed. $(d)$

4.6 Validity of vote

Except where the Trustee has received at its registered office written notice of the matter before the start or resumption of the Meeting at which a proxy votes, a vote cast by a proxy is valid even if, before the proxy votes:

• $(a)$ the proxy's appointor dies;
• $(b)$ the proxy's appointor is mentally incapacitated;
• $\left($ c $\right)$ the instrument appointing the proxy is revoked;

Minter Ellison / Ref. THW
MELS_331172_2 (W97)

Trust deed | page 24

ŧ

4年4月4日

$\mathbb{S}^1_1$

ğ

; 3 | 2 9 2 8 3 2 5 4 4

$\begin{array}{c} \bullet \ \bullet \ \bullet \end{array}$

÷

$\mathcal{O}$ $\frac{1}{2}$

$\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

þ

• the authority under which the instrument appointing the proxy is revoked; or $(d)$
• the Units in respect of which the proxy was given are transferred. $(e)$

$5.$ Extraordinary resolution

The following may only be done by Extraordinary Resolution:

• any modification or compromise or any arrangement in respect of Holders' rights against $(a)$ the Trustee; and
• any modification, alteration, cancellation, amendment or addition to this deed. $(b)$

6. Holders bound

A resolution passed at a Meeting duly convened and held in accordance with this Schedule binds each Holder whether the Holder was present at the Meeting and each Holder must give effect to the resolution.

$\ddot{\phantom{a}}$

Trust dead | Ahm 14

计算机计算机 计主作业

$\frac{1}{2}$ and $\frac{1}{2}$

÷.

$\frac{1}{2}$ $\frac{1}{2}$ à,

$\frac{1}{2}$ $\ddot{\cdot}$ y. $\bar{z}$

1. 其中是非常人的是指是"社

Signing page

EXECUTED as a deed

Executed by Kolsen Pty Ltd ACN 111 384 144

Signature of sole director and sole company secretary

MARK HOUSARD CARNEGLE
Name of sole director and sole company secretary
(print)

Executed by M&T Carnegie Pty Ltd by its duly authorised officer Mark Howard X

Signature of Mark Howard Carnegie

$\epsilon_{\rm obs}$

Minter Gilbert 1 Dall Trant

who states that he or she is the sole director and the
sole company secretary of the company.

Й,

÷

ć, $\bar{1}$

Š

ţ.

SCARLETT UNIT TRUST

Unit entitlements

Unit holder	Economic Unit entitlement	Unit Entitlement
Bayeux Investment Pty Limited	5%	5.68%
Takeda Pty Limited	5%	5.68%
Buka Minerals Limited	10%	4.55%
John Singleton Promotions Pty Limited	10%	11.36%
Tamorer Pty Limited	5%	5.68%
M&T Camegie Pty Limited	5%	5.68%
Avobone NV	10%	$\overline{11.36%}$
Casthree Pty Limited	50%	50%

$\ddot{\phantom{a}}$

Avobone NV This is Annexure "C" of 1 page referred to in form
604 Notice of change of interests of substantial holder. €., 2 ganrier – Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan $\blacktriangledown$ حسب Comelis-Jan de Bruin

MPL5_347995_1 (W97)

$\frac{1}{2}$

The second

$\frac{1}{2}$

604 GUIDE page 1/1 13 March 2000

Form 604 Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Iluka Resources Limited (Iluka)
ACN/ARSN	008 675 018
1. Details of substantial holder (1)
Name	Kolsen Pty Ltd (Kolsen)
ACN/ARSN (If applicable)	111 384 144
There was a change in the interests of the
substantial holder on	17/6/2005
The previous notice was given to the company on	17/6/2005
The previous notice was dated	17/6/2005

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) In when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	____	Present notice ------	_____
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares (Shares)	13.605.427	5.8414%	16.885.470	7.2496%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant Interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
17/6/2005	Kolsen	lOn-market acquisitions of Shares by Kolsen. See also Annexure l"B" trust deed and lAnnexure "C" unit lentitlements	See Annexure "A" attached	3 280 043	3,280,043

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant Interest	Registered holder of securities	Person entitled to be registered as holder (8) ----	Nature of relevant interest (6)	Class and number of securities	Person's votes
Kolsen	Kolsen	Kolsen	Registered Holder	7.679.464	7.679.464

÷

ł, $\frac{1}{2}$ $\begin{array}{c} 1 \ 1 \ 2 \end{array}$

$\begin{array}{c} 1 \ 1 \ 2 \end{array}$

$\ddot{\cdot}$

$\ddot{\phantom{a}}$ the control $\cdot$

604 GUIDE page 1/1 13 March 2000

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) –	Nature of association
INot applicable	Not applicable ---------------------------------------	_____	.

6. Addresses

The addresses of persons named in this form are as follows:

Name	----- --- . Address
Kolsen	--- --- Level 45, 2 Park Street, Sydney, NSW 2000 ----- _

Signature

	print name Mark Howard Camegie	capacity	Director
sign here	-- --- - ---	---- date	11/7/2005 ---

8,879,713.35 15,314,885.05 1,329.76 2,293.45 13,297.63 22,934.49 15,289,657.11 7,4693	Price	Amount	Brokerage	59	Total
	7,1896	8865,085.96
		24,154,743.07	36,232.12		$3,623.21$ $24,194,598.40$

MEL5_334839_1 (XLS)

The Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company

Lof 1

$\frac{1}{2}$

$\frac{1}{4}$

建叶体 人名日本人 医肠切开术

电电阻 医血管炎 医血管性血管 计数字符号

电电阻

łŗ.

Kolsen Pty Ltd ACN 111 384 144
This is Annexure "B" of 26 pages referred to in form 604 Notice of change of interests of substantial holder.
Director

Trust deed

for the Scarlett Unit Trust

Kolsen Pty Ltd ACN 111 384 144 (Trustee)

MinterEllison $E$ $R$ $S$ $L$ $\,$ $A$ $\pmb{w}$ Y

MEL5_331172_2 (W97)

$\bar{z}$

$\ddot{\ddot{\varepsilon}}$ $\frac{1}{2}$

$\begin{array}{c} 1 \ 1 \ 1 \end{array}$

Trust deed for the Scarlett Unit Trust

	Details	5
	Terms	6
1.	Defined terms & interpretation	6
1.1 12	Defined terms Interpretation	6
1.3	Headings	7 7
2.	Establishment	7
2.1 2.2	Unit trust	7
2,3	Benefit of Trust Trustee	$\overline{7}$
2.4	Deed binding	$\boldsymbol{7}$ $\overline{7}$
$\overline{\mathbf{3}}$ .	Duration of Trust	$\overline{7}$
4.	Trust Property	7
4,1 4,2	Vesting Separate fund	7
5.	Trust Liabilities	7
6,	Units and Economic Units	7
6.1	Rights of Holders	7 7
6.2 6.3	Units identical No interference	7
64	Economic Units	7 7
7.	Applications	7
71 72	Application for Units	7
73	Minimum investment Trustees may reject applications	7
7.4 7.5	Issue of Units	7 7
8.	Funds not cleared	7
8.1	Valuations Trustee's expertise	7
8.2	Value of Trust Property	7
8.3	Revaluation	7 7
9.	Net Asset Value	7
9.1 9.2	Calculation Time of calculation	7
10.	Issue Price	7
11.	Redemptions not generally permitted	7 7

Minter Ettison | Ref. THW
MELS_331172_2 (W97)

$\ddot{\phantom{0}}$

$\div$

t

$\hat{\vec{r}}$

ý,

医皮质 医无子宫神经节

$\hat{\mathcal{A}}$

$\begin{array}{c} \mathbf{1} \ \mathbf{1} \ \mathbf{1} \end{array}$ $\bar{z}$ $\hat{\psi}$

$\label{eq:1} \begin{split} \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}{\text{max}} = \mathcal{L}_{\text{max}} = \mathcal{$

$\frac{1}{2}$

$\bar{1}$

12.	Trustee's powers	7
12.1 12.2	Powers Delegation by Trustee	7 7
13.	Trustee's agents	7
14.	Trustee's discretion	7
15.	Indemnity	7
16.	Register	7
16,1 16.2 16.3	Establish and maintain unit register Notice of trust Registered Holder is owner	7 7 7
17.	Mortgage	7
17.1 17.2 17.3 17.4	Recording of mortgagee in Register Payments to mortgagees Transfer of mortgaged Units Trustee not have notice of mortgage or charge	7 7 7 7
18.	Certificates for Units	7
19.	Transfers of Units	7.
19.1 19.2	Transfer of Units or Economic Units Manner of transfer	7 7
19,3 19,4	Transfer happens on registration Trustee may not refuse to register	7
20.	Death and insolvency	7 7
21.	Termination	7
21.1 21.2	Trustee may terminate	7
21.3	Action on termination Realisation of Trust Property	$\overline{I}$ 7
21.4	Distributable Income	7
22. 22.1	Trustee's liabilities and responsibilities Indemnities given to the Trustee	7
22.2	Limitations on liabilities	7 7
22.3 22.4	Limitation on responsibility for Costs Trustee prevented from acting	7 7
22.5 22.6	Advice to the Trustee	7
22.7	Application to court Interests of the Trustee	$\overline{7}$ 7
22.8 22.9	Contribution from others	7
23.	Events beyond control of the Trustee Trustee's fees	7
24.	Outgoings ٠	7
25.	Recoveries	7
		7
26.	Distributions	7

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

Trust deed | cage 3

...

$\bar{a}$

$\mathcal{A}$

$\frac{1}{2}$

÷,

÷ ţ ć, $\frac{1}{\sqrt{2}}$

$\alpha$ , and $\alpha$ is a subsequent to $\alpha$

$\frac{1}{2}$

$\frac{1}{4}$

$\frac{1}{3}$ $\bar{\phantom{a}}$ $\tilde{\mathbb{Q}}$ $\hat{\mathbb{F}}$

$\alpha$

26.1 26.2 26.3	Cash distributions Distribution of Distributable Income Holders' interest in Distributable income	7 7 7
27.	Payments	7
28.	Accounts	7
29.	Auditor	7
30.	Meetings
30.1 30.2 30.3	Convening and conduct of Meetings Written resolutions Postal Ballot	7 7 7 7
31.	Trustee's retirement	7
311 31.2 31.3 31.4 31.5	Trustee may retire Trustee must retire Replacement Trustee Retiring Trustee must transfer Trust Property and records New Trustee	7 7 7 7 $\overline{\mathbf{z}}$
32.	Trustee's indemnity	7
33.	Liability of Holders	7
34.	No partnership or agency	7
35.	Notices and other communications	7
35.1 35.2 35.3 35.4 35.5 35.6 35.7 35.8 35.9 36. 36.1	Service of notices Effective on receipt Joint Holders Persons deriving title Document delivery Foreign Holders Certificate Signature Service abroad Amendments	7 7 7 7 7 7 7 7 7 7
36.2	Amendments by Trustee Extraordinary Resolution	7
37,	Governing law	7 7
	Schedule 1 - Meetings of Holders	7
	Signing page	7

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 4

$\bullet$

$\sim$

$\mathbb{R}^2$ $\frac{1}{4}$

$\frac{1}{2}$

$\cdot$ $\mathbb{N}$

$\frac{1}{2}$

P) $\frac{1}{2}$

Details

Date

14 June 2005

Party

Name Short form name Notice details

Kolsen Pty Ltd ACN 111 384 144 Trustee

Facsimile Attention

Background

The Trust was constituted a unit trust according to the terms of this deed at 9am on 14 June 2005 on the issue of Units and receipt by the Trustee of $$10$ from the initial unitholder.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

; $31292832544$

$\frac{1}{2}$

$\frac{1}{3}$

á.

Ý.

÷

医异性骨折

ąŤ,

Ŷ,

Terms

1. Defined terms & interpretation

$1.1$ Defined terms

In this deed:

Business Day means:

• for receiving a notice under clause 35, a day that is not a Saturday, Sunday, public holiday $(a)$ or bank holiday in the place where the notice is sent;
• for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday ው) in Victoria, Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Cost includes a cost, charge, fee, expense, commission, liability, loss, damage and tax and all amounts payable in respect of any of them or like payments.

Distributable Income means the net income of the Trust determined for purposes of section 95 of the Tax Act.

Extraordinary Resolution means a resolution passed at a meeting of Holders duly convened and held in accordance with Schedule 1 and carried by a majority consisting of the Holders of Units representing not less than 75% of the votes cast at the meeting on the resolution.

Economic Unit means a unit which confer on its Holder an undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities but not a voting entitlement.

GST means any taxes in the nature of goods and services, supply or valued added taxes (by whatever name called) and whether imposed by an Australian or other legislature.

Holder means a holder of a Unit or Units or Economic Unit.

Issue Price means the price at which a Unit or Economic Unit is created and issued by the Trustee,

Meeting means a meeting of Holders.

Net Asset Value means the net asset value of the Trust calculated under clause 9.

Register means the unit register established under clause 16.

Special Trustee has the meaning given to it in the Duties Act 1997 (NSW).

Tax Act means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, or both of them.

Taxes means all income, capital gains, recoupment, debits, land, sales, payroll, fringe benefits, group, profit, interest, property, undistributed profits, withholding and other taxes, stamp, documentary, financial institutions, registration and other duties, municipal rates, and all other imposts, deductions and charges, related interest, penalties, charges, fees or other amounts assessed, charged, assessable or chargeable by or payable to any national, state or municipal taxation authority.

Minter Elliaon | Ref: THW
MEL5_331172_2 (WS7)

$\mathcal{L}$ and $\mathcal{L}$ is the contract of the contract of the contract of $\mathcal{L}$

li. 当時

ii
D

$\begin{array}{c} \begin{array}{c} \begin{array}{c} \begin{array}{c} \end{array}\ \end{array} \end{array} \end{array}$

Trust means Scarlett Unit Trust.

Trustee means the trustee of the Trust from time to time.

Trust Liabilities includes borrowings, unpaid costs, charges, expenses, outgoings and fees, contingent liabilities, provisions the Trustee decides to make and unpaid amounts due and payable to Holders and unpaid amounts due to the Trustee.

Trust Property means all property, rights and income of the Trust.

Trust Year means a year or other period in relation to which taxable income of the Trust for purposes of the Tax Act must be determined.

Unit means a unit in the Trust which has a voting right.

$1.2$ Interpretation

In this deed, except where the context otherwise requires:

• the singular includes the plural and vice versa, and a gender includes other genders; $(a)$
• another grammatical form of a defined word or expression has a corresponding meaning; $(b)$
• a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or $\left( c \right)$ schedule or annexure to, this deed, and a reference to this deed includes any schedule or annexure;
• a reference to a document or instrument includes the document or instrument as novated, $(d)$ altered, supplemented or replaced from time to time;
• a reference to AS, SA, dollar or \$ is to Australian currency; $(e)$
• $(f)$ a reference to time is to Victoria, Australia time;
• $\mathcal{L}$ a reference to a party is to a party to this deed, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes:
• a reference to a person includes a natural person, partnership, body corporate, association, $(h)$ governmental or local authority or agency or other entity;
• $(i)$ a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
• a word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to $\mathbf{G}$ it in the Corporations Act 2001 (Cth);
• the meaning of general words is not limited by specific examples introduced by including, (k) for example or similar expressions;
• a rule of construction does not apply to the disadvantage of a party because the party was $\left( \mathbb{I}\right)$ responsible for the preparation of this deed or any part of it; and
• if a day on or by which an obligation must be performed or an event must occur is not a $(m)$ Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

$1,3$ Headings

Headings are for ease of reference only and do not affect interpretation.

Minter Ellison | Ref: THW

÷ ł,

$\boldsymbol{\cdot}$ $\frac{1}{4}$

$\mathfrak{f}_!$

ă

医直肠直肠炎

$\frac{1}{2}$ $\frac{1}{2}$

Ť

÷.

$\overline{2}$ . Establishment

$2.1$ Unit trust

By this deed the Trustes constitutes a unit trust called the Scarlett Unit Trust. The beneficial interest in the Trust is divided into Units and Economic Units.

$2.2$ Benefit of Trust

The Trust is constituted for the benefit of persons who, by subscription or otherwise in accordance with this deed to become Holders.

$2.3$ Trustee

The Trustee is trustee of the Trust.

$2.4$ Deed binding

This deed is binding upon the Holders and the Trustee.

3. Duration of Trust

The Trust begins on the date of this deed and subject to this deed ends 80 years (less one day) after that date.

Trust Property 4.

4.1 Vesting

The Trust Property vests in the Trustee on trust for the Holders on the terms of this deed.

$4.2$ Separate fund

The Trustee must hold all Trust Property as a separate fund not available to meet liabilities of another trust.

$5₁$ Trust Liabilities

Trust Liabilities of the Trust must be determined as far as practicable in accordance with generally accepted accounting principles and applicable accounting standards.

6. Units and Economic Units

$6.1$ Rights of Holders

Only Economic Units confer on their Holders undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities. A Holder has no interest in any asset or part of any asset of the Trust. A Holder is not entitled to call for or assert an interest in any part of the Trust Property.

$6,2$ Units identical

The Trustee may issue Units or Economic Units in the Trust. All Units and Economic Units have interests and rights, and are subject to conditions, identical to those of all other Units or Economic Units as the case may be.

Minter Ellson | Ref: THW
MEL5_331172_2 (W97)

6.3 No interference

A Holder may neither interfere with, nor exercise rights or powers of, the Trustee in respect of any Trust Property, Trust Liability or obligation and has no right to lodge any caveat affecting the Trust Property.

6.4 Economic Units

Despite anything else contained in this deed, Economic Units shall not confer any voting rights.

7. Applications

$7.1$ Application for Units

A person intending to subscribe for Units must give the Trustee an application in a form and manner approved by the Trustee and pay the Issue Price to the Trustee by way of subscription for Units or Economic Units as the case may be.

$7.2$ Minimum investment

Except where the Trustee otherwise agrees, the amount subscribed must exceed a minimum amount (if any) that the Trustee from time to time determines for the Trust,

$7.3$ Trustees may reject applications

The Trustee may reject an application for Units or Economic Units without giving any reason.

$7,4$ Issue of Units

All Units or Economic Units must be issued on or after the day immediately following the closing date (if any) for receipt of applications for Units or Economic Units or otherwise when the amount subscribed is transferred to the Trust or otherwise as the Trustee decides.

7.5 Funds not cleared

Units or Economic Units paid for by uncleared funds which are not subsequently cleared, are void.

8. Valuations

8.1 Trustee's expertise

The Trustee is not to be regarded as having any special expertise in valuation.

$3.2$ Value of Trust Property

The value of any Trust Property is its fair market value determined in accordance with generally accepted Australian accounting principles and applicable accounting standards. Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at those rates quoted by a bank or other financial institution nominated by the Trustee.

8.3 Revaluation

The Trustee may cause an item of Trust Property to be revalued whenever it thinks fit.

f,

The Second Contract

$\frac{1}{2}$

$\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$

1444年4月

$\frac{1}{2}$ $\frac{1}{2}$

÷, J.

9. Net Asset Value

$9.1$ Calculation

The Net Asset Value is the total value of Trust Property less Trust Liabilities determined in accordance with generally accepted Australian accounting principles and applicable accounting standards in force for the year ended 21 December 2004..

$9.2$ Time of calculation

The Trustee may calculate the Net Asset Value at any time on the basis of the most recent valuation of each item of Trust Property and determination of Trust Liabilities, as at that time. The Trustee may calculate the Net Asset value more than once a day.

10. Issue Price

The Issue Price is \$1 for all initial Units issued, and for all Units issued subsequently, is the amount determined by the Trustee.

11. Redemptions not generally permitted

A Holder has no right to require the Trustee to redeem Units or Economic Units, unless Holders of Units at a Meeting pass a Extraordinary Resolution in favour of the redemption.

$12.$ Trustee's powers

$12.1$ Powers

Subject to this deed, the Trustee has:

• all the powers in relation to the Trust, Trust Property and Trust Liabilities, that it is legally $(a)$ possible for a natural person, trustee or corporation to have in Australia and overseas; and
• (Ъ) all the powers incidental to ownership of the Trust Property,

including the power to invest in real or personal property of any nature, anywhere in the world and to borrow, raise money and incur liabilities and obligations of any kind, to take and provide security and as if it were the absolute and beneficial owner of all Trust Property.

12.2 Delegation by Trustee

The Trustee, by power of attorney or otherwise, may authorise one or more persons (whether or not related to or associated with the Trustee) to do anything that the Trustee may lawfully delegate, including acting as custodian, holding the Trust Property and executing documents on its behalf.

13. Trustee's agents

The Trustee may, as it sees fit, in connection with performance of its duties as Trustee, engage any advisers, agents, brokers, contractors, custodians, investment managers, underwriters or other persons (whether or not related to or associated with the Trustae).

Minter Ellison | Rut THW
MELE_331172_2 (W97)

Ť.

医皮肤皮炎 化二甲基

the thermoments

$14.$ Trustee's discretion

Subject to this deed, the Trustee may determine whether to exercise and the manner, mode and time of exercise of its powers in its absolute discretion.

15. Indemnity

To the maximum extent permitted from time to time by the law, the Trustee is entitled to be indemnified out of the Trust Property for any liability incurred by it in performing any of its duties or exercising any of its powers or omitting to act, in relation to the Trust, or attempting to do so. The Trustee is not required to do anything for which it does not have a full right of indemnity out of Trust Property available for that purpose or in relation to which it is not satisfied that its liability is limited in a manner that is satisfactory to it. Any indemnity to which the Trustee is entitled under this deed is in addition to any indemnity allowed by law and is subject to clause 22.

16. Register

$16.1$ Establish and maintain unit register

The Trustee must initially establish and keep a unit register in Victoria and may change the location of the Register to a location determined by the Trustee from time to time in its absolute discretion.

16.2 Notice of trust

The Trustee need not enter notice of any trust on the Register.

$16.3$ Registered Holder is owner

The Trustee may treat the registered Holder as the absolute owner of Units or Economic Units registered in that Holder's name and is not bound to take notice of any trust or equity affecting any Unit or Economic Unit. Entry on the Register is conclusive evidence of a Holder's title to Units or Economic Units.

Mortgage 17.

17.1 Recording of mortgagee in Register

On the Holder's written request, the Trustee may at its absolute discretion record a mortgagee (sole or joint) of Units or Economic Units in the Register and on the mortgagee's written request may delete that record.

17.2 Payments to mortgagees

Redemption proceeds of Units or Economic Units, capital distributions (not representing part of Distributable Income) and distributions after termination of the Trust must be paid to the recorded mortgagee of the Units or Economic Units in the Register.

17.3 Transfer of mortgaged Units

Any transfer of Units or Economic Units is subject to any existing mortgagee record so that Units or Economic Units in respect of which a mortgagee is recorded on the Register may only be transferred with the written consont of the mortgagee.

17.4 Trustee not have notice of mortgage or charge

The Trustee is not taken to have notice of the terms of any mortgage or charge and has no liability to a mortgagee in connection with recording of mortgages.

18. Certificates for Units

Certificates must be issued for Units and Economic Units. The Trustee at any time may send a Holder details of Units and Economic Units held by, Unit and Economic Unit transactions of, or distributions to, the Holder.

19. Transfers of Units

19.1 Transfer of Units or Economic Units

Holders may only transfer Units or Economic Units with the written consent of the Trustee.

19.2 Manner of transfer

A transfer of Units or Economic Units must be made in the manner prescribed by the Trustee from time to time.

19.3 Transfer happens on registration

A transfer of Units or Economic Units takes effect only upon registration in the Register.

19.4 Trustee may not refuse to register

The Trustee may not refuse to register a transfer of Units made in accordance with the Unitholders Deed.

20. Death and insolvency

The Trustee only recognises surviving joint Holders, the legal personal representatives of a deceased Holder and the person legally entitled to Units or Economic Units consequent on bankruptcy or liquidation, respectively, as having rights or title to the Units or Economic Units in those circumstances.

21. Termination

21.1 Trustee may terminate

The Trustee at any time may terminate the Trust by not less than four weeks prior written notice to the Holders.

21.2 Action on termination

On termination of the Trust, the Trustee must:

• $(a)$ realise all Trust Property;
• $(b)$ pay, discharge or provide for all Trust Liabilities; and
• $(c)$ distribute the net proceeds among Holders pro rata to the number of Economic Units held.

$21.3$ Realisation of Trust Property

The Trustee may postpone realisation of Trust Property and is not responsible for any resulting loss unless caused by the Trustee's neglect, wilful default or breach of trust.

$\overline{\phantom{a}}$

$\epsilon$

1. 在各部有限

$\mathbb{C}$

计可变性

$\frac{1}{2}$

21.4 Distributable Income

Nothing in this clause affects the entitlements of Holders to receive Distributable Income. The Trustee may make partial distributions.

Trustee's liabilities and responsibilities $22₁$

22.1 Indemnities given to the Trustee

This clause 22 does not limit or affect any other indemnities given to the Trustee in this deed or by law.

22.2 Limitations on liabilities

Except to the extent of the Trustee's breach of trust, fraud or negligence:

• the Trustee and each director and officer of the Trustee are not personally liable to a $\left( a\right)$ Holder or another person in connection with the office of the Trustee or director or officer of the Trustee;
• the Trustee is not liable to a Holder to a greater extent than the extent to which it is $(b)$ entitled to be and is in fact indemnified out of the Trust Property actually vested in the Trustee in respect of the Trust; and
• $(c)$ the Trustee is not responsible for acting upon:
• a resolution purporting to have been passed at a meeting of Holders at which $(i)$ minutes were made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for another reason the resolution was not valid or binding upon any of those Holders whom it purports to bind or the Trustee; or
• direction or instruction given by the Holders. The Trustee acting upon a direction $(i)$ or instruction given by the Holders does not of itself amount to a breach of duty or breach of trust or in any way affect the Trustee's right to be indemnified out of the Trust Property, whether under this deed or otherwise.

22.3 Limitation on responsibility for Costs

The Trustee is not responsible for any Cost incurred:

• by fraud, negligence, breach of duty or breach of trust or otherwise, by any agent, $(a)$ delegate, attorney or custodian and any of their agents or delegates;
• by relying on any notice, resolution, information, document, form or list unless it (b) reasonably believes the item not to be genuine or not to have been passed, executed or signed by the proper parties; or
• if a person fails to carry out an agreement with the Trustee or an agent or a delegate of the $(c)$ Trustee.

except to the extent of the Trustee's breach of trust, fraud or negligence.

22.4 Trustee prevented from acting

The Trustee is not liable to anyone in respect of any failure to perform or do any act or thing which by reason of:

a provision of any present or future law or statute of Australia, or state or territory of $\circ$ Australia; or

Minter Etlison | Ref: THW
MELS_331172_2 (W97)

i;
j

The Second Second Second

ý

ii
H

$(b)$ any decree, order or judgement of a competent court,

the Trustee is prevented, forbidden or hindered from doing or performing,

22.5 Advice to the Trustee

The Trustee may take and act upon:

• the opinion or advice of counsel or solicitors instructed by the Trustee in relation to the $(a)$ interpretation of this deed or another document (whether statutory or otherwise) or generally as to the administration of the Trust or another matter in connection with the Trust; and
• $(b)$ the opinion, advice, statements or information from any bankers, accountants, auditors, valuers, architects, engineers and other persons consulted by the Trustee who are in each case believed by the Trustee in good faith to be expert in relation to the matters upon which they are consulted,

and the Trustee is not liable for anything done, suffered or omitted by it in good faith in reliance. upon that opinion, advice, statements or information.

22.6 Application to court

Nothing in this clause 22 prohibits or impedes the Trustee from applying to any court if the Trustee thinks fit.

22.7 Interests of the Trustee

The Trustee or an officer or employee or associate of the Trustee may:

• $(a)$ be a Holder:
• act in any capacity including without limitation as a representative, delegate or agent of $(b)$ the Trustee or a Holder;
• have an interest in or enter into a contract or transaction with: $\mathbf{c}$
• $\left(\cdot\right)$ the Trustee or an associate of the Trustee;
• $(i)$ a Holder: or
• $(iii)$ another person, including one whose shares or other securities form Trust Property, or
• $(iv)$ hold or deal in or have another interest in Trust Property,

and may retain and is not required to account for a benefit derived by doing so.

22.8 Contribution from others

If a person makes a claim for contractual damages against the Trustee or a Holder, the Trustee or the Holder (as the case may be) may claim contribution or apportionment in respect of that loss or those damages from a person who has contributed to that loss or those damages.

22.9 Events beyond control of the Trustee

The Trustee is not liable for any delay or failure to perform its obligations under this deed to the extent that the delay or failure arises from an event or circumstance that is beyond the control of the Trustee and could not have been prevented, remedied or overcome by the exercise of reasonable care or the taking of reasonable precautions.

Minter Etisco | Ref: THW
MEL5_331172_2 (W97)

$12 - 07 - 05$ ; $17 : 17$

; $31292832544$

i
S

$\mathbb{C}^*$

$\frac{d}{dt}$

i.

$\ddot{\cdot}$

医舌骨 计图

23. Trustee's fees

The Trustee is entitled to receive fees under any agreement with the Holders or anothor person in respect of its services in relation to the Trust.

24. Outgoings

All costs, charges, expenses and outgoings reasonably and properly incurred by the Trustee in connection with the following matters or of the following nature in relation to the Trust are payable or reimbursable out of Trust Property;

• preparation, approval, stamping, execution and printing of this deed and any deed $(1)$ amending this deed:
• $(b)$ retirement, removal and appointment of a Trustee;
• $\left( \circ \right)$ institution, prosecution, defence and compromise of any court proceedings, arbitration or dispute resolution proceedings in relation to this deed or the Trust (but the Trustee must repay to the Trust, and is not entitled to be reimbursed for, an amount of outgoings in connection with proceedings to the extent it is found by a court to be liable for its own negligence, fraud, breach of trust or breach of duty);
• $\omega$ convening and holding a meeting of Holders and implementing a resolution of the meeting;
• bank fees, interest, discount and acceptance fees for bill facilities, all borrowing costs and $\left($ e $\right)$ like amounts;
• $(f)$ Taxes;
• any actual or proposed investment, acquisition, realisation, valuation, maintenance, $\left( \mathbf{g} \right)$ alteration, improvement, enhancement, receipt, collection or distribution of the Trust Property;
• fees payable to a person authorised by the Trustee to hold Trust Property; $(h)$
• establishing and maintaining the Register, the Trust accounting system and records and $(i)$ the investment register (including, without limitation, operation and development of computer facilities, both software and hardware, salaries and on costs);
• (i) fees payable to a regulatory authority;
• preparing, printing and posting accounts, cheques and documents, or making payments, to $(k)$ Holders:
• $(1)$ any offer or invitation in respect of Units or Economic Units, including preparation, lodgement, registration, distribution and promotion of Trust prospectuses or information memoranda:
• $(m)$ amounts payable to administrators, advisers, agents, brokers, contractors, custodians, investment managers, statutory supervisors, underwriters or other persons engaged by the Trustee under this deed including legal costs on a full indemnity basis and including overheads and other costs payable to related companies for staff, equipment and leased premises:
• $(n)$ fees incurred by an auditor of the Trust;
• preparing and lodgement of Trust taxation or other returns; $\left( \circ \right)$

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

÷, $\frac{d}{2}$

医心动脉

ć

$\frac{1}{2}$

t

ţ. ť Portugal
Portugal

• $(p)$ termination of the Trust;
• $\left( q\right)$ entering the Trust in a survey;
• $(r)$ fees payable to a ratings organisation;
• $(s)$ performance of the Trustee's duties, exercise of the Trustee's rights or powers, compliance with the law or administration of the Trust;
• $(t)$ fees payable to a securities system authorised by the Trustee to hold Trust Property;
• dealing with applications for and determining the Issue Price of Units; and $\left( u\right)$
• an amount equal to any GST which the Trustee may be liable to pay in connection with $(v)$ any supply or other act or omission on the part of the Trustee in connection with the Trust except where and to the extent that the GST liability of the Trustee is already accounted for in the arrangements governing the relevant supply or act or omission.

25. Recoveries

Each Holder is liable for all Taxes and costs in relation to that Holder's entitlement to, or payment of, income or capital to, or any act requested by, that Holder and for unpaid amounts and all expenses payable by them to the Trustee or Trust under this deed. The Trustee may (but is not obliged to);

• deduct reimbursable expenses from the Holder's Distributable Income in accordance with $(a)$ this deed:
• withhold payment of any money payable to a Holder until the liability is discharged; or $(b)$
• recover the amount payable by the Holder from any money or property held for, or $(c)$ distribution or other amount payable to, the Holder, including by redeeming or causing buy-back of Units of the Holders,

in order to meet the liability or to be reimbursed for a liability which it has already met.

26. Distributions

26.1 Cash distributions

The Trustee may at any time elect that any amount (capital or income) of the Trust be distributed to Holders pro rata to the number of Economic Units held in the Trust as at a time determined by the Trustee, provided that only cash is distributed.

26.2 Distribution of Distributable Income

Within two months after the end of each Trust Year, the Trustee must distribute any undistributed share of Distributable Income to which any Holder is entitled.

26.3 Holders' interest in Distributable Income

Each Holder is presently entitled as at the end of each Trust Year to a share of Distributable Income for that Trust Year, if any, which has not previously been distributed, in the proportion of the number of Economic Units held to the aggregate of all Economic Units then on issue on the Trust. Each Holder has a vested and indefeasible interest in all amounts of Distributable Income to which that Holder becomes entitled in accordance with the operation of this clause.

ł

$\begin{array}{c} \begin{array}{c} 1 \ 1 \ 2 \end{array} \ \begin{array}{c} 1 \ 3 \end{array} \end{array}$

$\frac{1}{11}$

计可调用语言语 计功率

27. Payments

The obligations of the Trustee are fully discharged in respect of any money payable to a Holder that is deposited into an account with a bank or other financial institution nominated by the Holder and approved by the Trustee or, if the Trustee agrees, paid by cheque (which the Trustee must prepare) posted to the Holder, or (if the Trustee agrees) applied in another manner as the Holder directs the Trustee.

28. Accounts

Accounts for the Trust must be prepared in accordance with generally accepted Australian accounting principles and applicable accounting standards. The Trustee must keep the accounts of the Trust. The Trust's fiscal year ends on 30 June.

29. Auditor

The Trustee must appoint and may at any time replace as Trust auditor a registered company auditor, or a firm of chartered accountants of which at least one partner is a registered company auditor.

$30₁$ Meetings

Convening and conduct of Meetings $30.1$

The Trustee may call a Meeting in the manner provided in Schedule 1 and the Meeting must be conducted in accordance with Schedule 1.

30.2 Written resolutions

A resolution is passed without a Meeting if all the Holders entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Holders if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Holder signs. The passage of the resolution satisfies any requirement under this deed or the law (if any) that the resolution be passed at a Meeting.

30.3 Postal Ballot

A Meeting may be conducted by postal ballot in accordance with those arrangements as the Trustee decides replicate as closely as may be practicable, the provisions of this deed with respect to Meetings.

31. Trustee's retirement

31.1 Trustee may retire

Subject to the law, the Trustee may retire from the Trust by giving at least 1 months notice to the Holders.

31.2 Trustee must retire

Subject to the law, the Trustee must retire from the Trust immediately if:

• a receiver is appointed in respect of all or any part of the Trustee's business or assets; $(a)$
• $(b)$ the Trustee becomes insolvent or goes into liquidation; or

í,

$\frac{1}{2}$ $\frac{1}{2}$

Ŷ,

Î

ţ.

$\frac{1}{10}$ 电压力

$\frac{1}{2}$

$\overline{\overline{1}}$

$\ddot{i}$

Holders of Units at a Meeting pass a Extraordinary Resolution that the Trustee must refire. $(c)$

31.3 Replacement Trustee

A retiring Trustee must within one month after giving notice or being required to retire, appoint a replacement Trustee, otherwise the Holders by Extraordinary Resolution may do so.

Retiring Trustee must transfer Trust Property and records $31.4$

A retiring Trustee must transfer all Trust Property and records of the Trust to the new Trustee at the cost of the Trust.

31.5 New Trustee

The new Trustee must not be a Holder and cannot at any time after appointment become a Holder unless the new Trustee is a Special Trustee. This sub-clause cannot be modified or deleted.

$32.$ Trustee's indemnity

To the extent permitted by law (and in no way limiting or purporting to exclude, or reduce liability under law in particular), on retirement or removal, the Trustee is entitled:

• to a complete release from all obligations in relation to the Trust which arise after its $\left( n\right)$ retirement or removal; and
• to be indemnified out of Trust Property against any claims arising out of its conduct as $(b)$ Trustee except claims in respect of neglect, default or breach of trust by the Trustee and without limiting liability of the Trustee to the Holders.

Liability of Holders 33.

• The liability of a Holder in their capacity as such is limited to: $(a)$
• any liability to pay the amount (if any) of the Issue Price that is for the time being $(i)$ unpaid on the Units or Economic Units held by that Holder; and
• any liability expressly imposed on that Holder under this deed or under any $(ii)$ separate agreement between that Holder and the Trustee,

a distribution or payment of capital does not create or increase any unpaid amount of the Issue Price of Units.

• $(b)$ Subject to clause 33.(a)(ii), a Holder need not:
• indemnify the Trustee if there is a deficiency in the Trust Property as compared $(i)$ with the liabilities to be met from the Trust Property; or
• meet the claim of any creditor of the Trustee in respect of the Trust, $(i)$

and recourse of the Trust and Trust creditors is limited to Trust Property.

No partnership or agency 34.

Nothing contained or implied in this deed creates or constitutes, or is deemed to create or constitute, a partnership or agency relationship between the Trustee and a Holder.

Minter Ellison | Ref. THW MELL_331172_2 (W97)

i

Notices and other communications 35.

35.1 Service of notices

A notice, demand, consent, approval or communication under this deed (Notice) must be:

• in writing, in English and signed by a person duly authorised by the sender; and $(a)$
• hand delivered or sent by prepaid post or facsimile to: $(b)$
• for the Trustee, the address for Notices specified in the Details, as varied by any $\left($ i Notice given by the Trustee; and
• for a Holder or joint Holders, the address of the Holder, or of the first named of $(ii)$ joint Holders, shown in the Register.

35.2 Effective on receipt

A Notice given in accordance with clause 35.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received;

• $(a)$ if hand delivered, on delivery;
• if sent by prepaid post, on the second Business Day after the date of posting (or on the $(b)$ seventh Business Day after the date of posting if posted to or from a place outside Australia):
• if sent by facsimile, when the sender's facsimile system generates a message confirming $\left( c\right)$ successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day,

$35.3$ Joint Holders

A notice may be given by the Trustee to joint Holders by giving the notice to the joint Holder whose name appears first in the Register.

35.4 Persons deriving title

A person entitled to a Unit or Economic Unit by operation of law and who is not registered as the Holder of the Unit or Economic Unit is taken to receive any notice scrved in accordance with this clause on the person from whom it derives its title.

35.5 Document delivery

A Unit or Economic Unit certificate, cheque, warrant or other document may be delivered by the Trustee either personally or by sending it:

• in the case of a Holder who does not have a registered address in Australia, by prepaid $(a)$ airmail post, and
• $(b)$ in any other case, by prepaid ordinary post,

and is at the risk of the addressee as soon as it is given or posted.

35.6 Foreign Holders

A Holder whose registered address is not in Australia may specify in writing an address in Australia as the Holder's registered address for the purposes of this clause 35.

Minter Ellison | Ref. THW

t and dependent

$\frac{1}{2}$

Þ

The Control of the Control

$\frac{1}{2}$

35.7 Certificate

A certificate in writing signed by a director, secretary or other officer of the Trustee that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.

35.8 Signature

The signature to a Notice given by the Trustee may be written or printed.

35.9 Service abroad

All Notices sent by post outside Australia must be sent by prepaid airmail post.

36. Amendments

$36.1$ Amendments by Trustee

The Trustee may by supplemental deed, modify, add to or delete from, this deed, but may not:

• if the modification, addition or deletion is likely to confer a benefit on the Trustee or any $\left( 1\right)$ of the Trustee's related bodies corporate, officers or employees;
• $(b)$ if expressly prohibited from doing so under this deed; or
• $\left( c\right)$ if the modification, addition or deletion is likely to have a material adverse effect on the interests of Holders.

$36.2$ Extraordinary Resolution

The Trustee may make any amendment to this deed approved by Extraordinary Resolution.

37. Governing law

This deed is governed by the law of Victoria.

÷

计数字 医单骨

f.

t

t

$\mathcal{L}^{\pm}$

Ò,

$\cdot$

1114年11月

$\begin{array}{c} 0 \ 0 \ 1 \end{array}$

Schedule 1- Meetings of Holders

1. Notice

$1.1$ Calling of Meetings

• The Trustee may at any time call and arrange a Meeting. $(a)$
• The Trustee must call and arrange a Meeting at the written request of Holders with 10% of $(b)$ the issued Units

$1.2$ Period of notice

The Trustee must give Holders 21 days notice of a Meeting or such lesser time as agreed to in writing by Holders of at least 95% of the Units on issue. In calculating the period of notice, both the day on which the notice is given (or taken to be given) and the day of the Meeting (of which notice is being given), are excluded.

$1.3$ Contents of notice

The notice of Meeting must specify:

• $\left( a\right)$ the place, date and time of the Meeting;
• $(b)$ the general nature of the business to be transacted; and
• for any Extraordinary Resolution proposed, the precise terms of the proposed resolution. $(c)$

A copy of the notice must be sent to the Trustee except if the Trustee calls and arranges the Meeting.

$1.4$ Omission to give notice

Accidental omission to give notice to, or the non-receipt of notice by, a Holder does not invalidate the Meeting nor any resolution passed at a Meeting.

Proceedings at Meeting $2.$

$2.1$ Quorum

The quorum for a Meeting is 4 Holders present in person, by attorney or by proxy, or if a Holder is a corporation by proxy, by attorney or by duly authorised representative. Business cannot be transacted at a Meeting if a quorum of Holders is not present at the commencement of business.

$2.2$ No quorum

• Subject to clause 2.2(c) of this Schedule, if a quorum is not present within 30 minutes $\left( 1\right)$ after the time appointed for a Meeting, the Meeting stands adjourned to the same time and place five Business Days after the appointed Meeting or at another place and time agreed by all Holders of Units present at the Meeting.
• At an adjourned Meeting, the Holders of Units present and entitled to vote whatever the $(b)$ number of the Units held by them is a quorum for the transaction of business including the passing of Extraordinary Resolutions.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

ł

÷,

j

If a Meeting is called and arranged at the request of Holders of Units and a quorum is not $(c)$ present within 30 minutes after the time appointed for the Meeting, the Meeting is dissolved.

$2.3$ Chairperson

• The chairperson of each Meeting is the chairperson (or in the chairperson's absence the $(a)$ deputy chairperson) of directors' meetings of the Trustee.
• Those of the Trustee's directors present may elect a chairperson of a Meeting, if: $(b)$
• there is no chairperson or deputy chairperson of meetings of the Trustee's $(i)$ directors:
• the chairperson and deputy chairperson of meetings of Trustee's directors do not $(i)$ want to act as chairperson of the Meeting; or
• the chairperson of the Meeting is not present within 15 minutes after the time $(iii)$ appointed for the Meeting.
• $(c)$ If a chairperson of a Meeting is not clected under clause 2.3(b), then:
• the Holders of Units may elect one of the Trustee's directors present as $(i)$ chairperson; or
• if a director of the Trustee is not present or does not want to take the chair, the $\langle ii \rangle$ Holders of Units may elect one of the Holders of Units present as chairperson.
• If there is a dispute at a Meeting about a question of procedure, the chairperson may $(d)$ determine the question.

$2.4$ Adjournment

• $(a)$ The chairperson of a Meeting may with the consent of a Meeting at which a quorum is present, adjourn the Meeting to another place and time.
• The chairperson of a Meeting must adjourn the Meeting to another place and time if $(b)$ directed by the Meeting so resolving on a poll.
• Only business that may lawfully have been transacted at the Meeting from which the $(c)$ adjournment took place, may be transacted at the adjourned Meeting.
• If a Meeting has been adjourned for more than 21 days, three days written notice of the $(d)$ adjourned Meeting must be given to the Holders. In calculating the period of notice, both the day on which the notice is served (or taken to be served) and the day of the adjourned Meeting (of which notice is being given) must be given to Holders.

$2.5$ Minutes

Minutes of a Meeting signed by the chairperson are conclusive evidence of the proceedings of the Meeting.

$3.1$ Voting

$3,1$ Show of hands

• A resolution put to the vote of a Meeting must be decided on a show of hands of Holders $\left( 2\right)$ of Units except if a poll is demanded.
• If a poll is not demanded a declaration by the chairperson that a resolution has been (b) carried (unanimously or by a particular majority) or lost is conclusive evidence of the fact

Minter Ellson | Rof. THW
MEL5_331172_2 (W97)

$12 - 07 - 05$ ; $17 : 18$

; $31292832544$

Î,

$\ddot{\ddot{\nu}}$

$\label{eq:2} \begin{split} \mathcal{E}{\mathcal{A}}(\mathcal{A}) = \mathcal{E}{\mathcal{A}}(\mathcal{A}) = \mathcal{E}{\mathcal{A}}(\mathcal{A}) = \mathcal{E}{\mathcal{A}}(\mathcal{A}) \end{split}$

ł ÷, ÷

i.
Li

without proof of the number or proportion of the votes recorded in favour of or against the resolution.

$3.2$ Polf

• $(a)$ A poll may only be demanded by:
• $(i)$ the chairperson; or
• in writing by one or more Holders of Units present in person, by proxy or by $(ii)$ authorised representative and holding or representing 5% of the issued Units.
• A poll may only be demanded before or on the declaration of the result of the show of $(b)$ hands.
• If a poll is duly demanded it is to be taken in the manner the chairperson may direct and $\left($ c $\right)$ the result of the a poll is deemed to be the resolution of the Meeting at which the poll was demanded.

$3.3$ Conduct of poll

• $(a)$ A poll demanded on the election of a chairperson or on a question of adjournment must be taken at the Meeting without adjournment. A poll demanded on any other question may be taken either immediately or at another time (not being more than 30 days from the date of the Meeting) and place as the chairperson may direct. No notice need be given of a poll not taken immediately.
• The demand for a poll does not prevent the Meeting continuing for the transaction of $\left(\mathrm{b}\right)$ business except the question on which the poll has been demanded.

$3.4$ Number of votes

• On a show of hands, each Holder of Units who is present in person, by attorney, by proxy $\left( a\right)$ or by authorised representative has one vote.
• On a poll, each Holder of Units who is present in person, by attorney, by proxy or by $(b)$ authorised representative has one vote for every Unit of which the Holder is the registered holder.
• A Holder of Units entitled to more than one vote need not use all its votes or cast all the $(c)$ votes it uses in the same way.

$3.5$ No casting vote

The chairperson does not have a casting vote in addition to the chairperson's votes as Holder of Units, proxy, attorney or authorised representative.

$3.6$ Joint holders

In the case of joint Holders of Units, the vote of the joint Holder of Units first named in the Register voting whether in person, by proxy or by authorised representative is accepted to the exclusion of the votes of the other joint Holders of Units.

$3.7$ Resolutions

Subject to this deed and any Extraordinary Resolution, a resolution of the Holders of Units is carried if a majority of the votes cast on the resolution of Holders of Units is in favour of the resolution.

Minter Ellison | Ref: THW
MEL5_331172_2(W97)

$12 - 07 - 05$ ; $17 : 19$

; $31292832544$

计可靠位

l,

电电子电阻电路 计自动信号

Â,

$\frac{1}{2}$

化二氯 化电晶体电压电流 建立体

đ

$\overline{\mathbf{A}}$ Proxies

4.1 Number of proxies

A Holder who is entitled to vote at a Meeting of Holders may appoint not more than two proxies to attend and vote at the Meeting on the Holder's behalf.

$4.2$ Instrument appointing proxy

The instrument appointing a proxy must be in writing and executed as follows:

• if the appointor is a corporation, under its common seal or signed by a duly authorised $\left( a\right)$ officer or attorney of the corporation; or
• in any other case, signed by the appointor or the appointor's attorney duly authorised in $(b)$ writing.

$4.3$ Proxy need not be Holder

A person appointed to act as a proxy need not be a Holder.

$4.4$ Return of proxies

• An instrument appointing a proxy and the power of attorney or other authority (if any) $\left( a\right)$ under which it is signed or a certified copy of the power or authority must be received at:
• the place specified by the Trustee in the notice of Meeting for the return of $(i)$ proxies; or
• if a place is not specified for the return of proxies, at the registered office of the $\left( n\right)$ Trustee.
• Each instrument appointing a proxy must be received 48 hours before the time appointed $(h)$ for the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for taking of the poll) at which the person named in the instrument proposes to vote. An instrument appointing a proxy received in default of this clause must be treated as invalid.
• An instrument appointing a proxy is only valid twelve months after the date it is $(c)$ execution.

4.5 Form of proxy

• An instrument appointing a proxy may be in the usual common form or another form $(a)$ approved by the Trustee.
• An instrument appointing a proxy is deemed to include the right to demand or join in $(b)$ demanding a poll.
• An instrument appointing of a proxy is also valid for any adjournment of the Meeting as (c) for the Meeting to which it relates.
• An instrument appointing a proxy need not be witnessed. $(d)$

$4.6$ Validity of vote

Except where the Trustee has received at its registered office written notice of the matter before the start or resumption of the Meeting at which a proxy votes, a vote cast by a proxy is valid even if, before the proxy votes:

• $\left( 2\right)$ the proxy's appointor dies;
• $(b)$ the proxy's appointor is mentally incapacitated;
• $\left( c\right)$ the instrument appointing the proxy is revoked;

Minter Ellison | Ref. THW
MEL5_331172_2 (W97)

ł

$\frac{1}{2}$

i
N

$\frac{1}{4}$ $\ddot{\phantom{a}}$ $\frac{1}{2}$

1444

1100000000000000000000000000000000000

• the authority under which the instrument appointing the proxy is revoked; or $(d)$
• the Units in respect of which the proxy was given are transferred. $\left($ e $\right)$

Extraordinary resolution $5₁$

The following may only be done by Extraordinary Resolution:

• any modification or compromise or any arrangement in respect of Holders' rights against $(a)$ the Trustee; and
• any modification, alteration, cancellation, amendment or addition to this deed. $(b)$

6. Holders bound

A resolution passed at a Meeting duly convened and held in accordance with this Schedule binds each Holder whether the Holder was present at the Meeting and each Holder must give effect to the resolution.

Minter Ellson | Ref: THW
MELS_331172_2 (W97)

$\ddot{\phantom{a}}$

in and the

ś

计计算机

Signing page

EXECUTED as a deed.

Executed by Kolsen Pty Ltd ACN 111 384 $144$

A ÷ Signature of sole director and sole company socretary

$MAX H\alpha_{SAL} \triangle CACACE$
Name of sole director and sole company secretary
(print)

Executed by M&T Carnegie Pty Ltd by its duly authorised officer Mark Howard Camegie

Signature of Mark Howard Carnegie

$\sim$

who states that he or she is the sole director and the
sole company secretary of the company.

$\bar{\mathbf{v}}$ .

SCARLETT UNIT TRUST

Unit entitlements

Unit holder	Economic Unit entitlement	Voting Unit Entitlement
Bayeux Investment Pty Limited	5%	5.68%
Takeda Pty Limited	5%	5.68%
Buka Minerals Limited	10%	4.55%
John Singleton Promotions Pty Limited	10%	11.36%
Tamorer Pty Limited	5%	5.68%
M&T Carnegie Pty Limited	$5\%$	5.68%
Avobone NV	10%	11.36%
Casthree Pty Limited	50%	50%

Kolsen Pty Ltd ACN 111 384 144

This is Annexure "C" of 1 page referred to in form
604 Notice of change of interests of substantial holder.

$\ell$ Director

$12 - 07 - 05$ ; $17:51$ ; $; 31292832544$ 11-JUL-2005 15:39 FROM TO 0292645656

P. 02/06 604 GUIDE... page 1/1 13 March 2000 $1/53$

$\label{eq:2.1} \begin{array}{ll} \mathbf{1} & \mathbf{1} & \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} & \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} & \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} & \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} & \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} & \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} & \mathbf{1} & \mathbf{1} \ \mathbf{1} & \$

Ť

ć, j $\frac{1}{2}$

i
Si

医肾管体

$_{\rm \ddag}$

Form 604 Corporations Act 2001

Notice of change of interests of substantial holder

To Company Name/Scheme	Iluka Resources Limited (Iluka)
ACN/ARSN	008 675 018
1. Details of substantial holder (1) Name	Bayeux Investments Pty Ltd ACN 102 748 252 (BI) and Robert James Champion de Crespigny
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	17/6/2005 17/6/2005 17/6/2005

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting intercets in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice Constitution of the Constitution	--
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinarv sharpt (Shares)	13.605.427	15.84.14%	16.885,470	7.2436%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
17/6/2005	Kolsen Pty Ltd ACN 111 384 144 (Koisen)	¦On⊣market acquisitions of Shares by Kolson. See also Annoxure "B" trust deed and Annexure "C" unit entitlements.	See Annexure "A" attached	3.280.045	3,280,043

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

	Holder of relevant Interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relavant $In$ target $(6)$	Class and number of securities	Person's votes
ie)		ANZ Margin Bervices Pty Lid, ANZ Nominees Ltd, Bell lPotter Nominees. Limited (BB Nominees Limited (BB Nominees ' Account), Genca Pty Limited and Talogn Pty Limited	ANZ Margin Services iPtv Ltd. ANZ Nominees Ltd, Bell Potter Nominees Account), Genca Ptv Limited and Talogg l tv Limitad	Beneficial interest	575,375	575.375

MSL5_334285_1 (W97)

$12 - 07 - 05$ ; $17:52$ ; ; 3 | 2 9 2 8 3 2 5 4 4 11-JUL-2005 15:39 FROM TO 0292645656 P.03/06 ANZ Margin Services ANZ Margin Services Pty Ltd, ANZ
Nominees Ltd, Bell Pty Ltd, ANZ Nominees Ltd, Bell
Potter Nomineen Robert James
Champion de
Crespigny Control Communees

Controller of BI

Account), Genca Pty
Kimited and Talogg

Pty Limited

Pty Limited Potter Nominees 575,375 575,376 Limited (BB Nominees Account), Genca Pty
Limited and Talogo
Pty Limited

5. Changes in association

The persons who have become associates (2) of, cossed to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (If applicable* ---	. Nature of association ---------------	----------------
i Not applicable .	______ Not applicable .	__ - --- _________

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Kotsen	Level 45, 2 Park Street, Sydney, NSW 2000
Ιāι	Unit 5, Ground Floor, 60 Hindmarsh Square, Adelaide, SA 5000
Robert James Champion de Crespigny	Unit 5, Ground Floor, 60 Hindmarsh Square, Adelaide, SA 5000
ANZ Margin Services Ltd	Level 7, 20 Martin Place, Sydney, NSW 2000
ANZ Nominees Ltd	Level 7, 20 Martin Place, Sydney, NSW 2000
Bell Potter Nominees Limited (BB Nominees Account)	GPO Box 4718 TT, Melbourna, VIC 3001
Ganca Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000
Tatogg Pty Limited	Leval 45, 2 Park Street, Sydney, NSW 2000

Signature

print name	Robert James Champion de Creapigny	capacity	Director of BI
eign here	$\mathcal{L}$	date	11/7/2005
ovint name	Robert James Champion de Crespigny	capacity	Substantial holder
sign hore	de Gerez Lil/2	date	11/7/2005

$\sharp$ 2/53

$\frac{1}{2}$

ţ. Ŷ,

计数字字符

$\hat{\boldsymbol{\epsilon}}$

ł, 计算机 $\cdot$

Total T	8,879,713.35 15,314,885.05	A 194598
ც	1328.45 2,293.45
Rokerage	13,297.63 22,934.49	36.232.12
Amount	8,865,085.96 5,289,657.1	24,154,743.07
Purchase Price	7.1896 7,4693
Yhares Շ 9	233,043 2,047,000	CED 082.5
ē Ъ Date. Settler.	21/06/2005 22/06/2005
Jate of	6/06/2005 7/06/2005

$1 of 1$

$\frac{1}{2}$

$\frac{1}{2}$

Baycax Investments Ply Ltd ACN 102 746 252

$\hat{\boldsymbol{\beta}}$

This is Amexure "A" of 1 page referred to in form 604 Notice of change of interests of substantial holder.

R. 4 E. Mester

MEL5_334835_1(XLS)

$\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ Additional Contract Construction of the Constitution of the Construction Constitution

$\begin{array}{cccc} +2 - 07 - 05\, & +7\, & +52 & \text{\phantom{0}}; \ & 14 - \text{JUL} + 2005 & \text{\phantom{0}}15\, & +39 \end{array}$ FROM

TO 0292645656

$12 - 07 - 05$ ; $17:52$ ; 11-JUL-2005 15:40 FROM

$; 31292832544$ TO 0292645656

P.05/06

$\sharp$

$4 / 59$

$\frac{1}{2}$

电电阻

IJ

Bayeux Investments Pty Ltd ACN 102 746 252

This is Annexure "B" of 26 pages referred to in form 604 Notice of change of interests of substantial holder.

Mez a G $\frac{A^2}{\text{Direction}}$

Trust deed

for the Scarlett Unit Trust

Kolsen Pty Ltd ACN 111 384 144 (Trustee)

MinterEllison L A W Y E R S

MEL6_331172_2 (WB7)

电子电子 化二十四

$\frac{1}{2}$

١, Ţ.

$\mathbb{L}$

计算符号 计字符

Trust deed for the Scarlett Unit Trust

	Details	5
	Terms	6
1. 1.1 1.2 1.3	Defined terms & interpretation Defined terms Interpretation Headings	6 6 7 7
2. 2.1 22 23 24	Establishment Unit trust Benefit of Trust Trustee Deed binding	7 7 7 7 7
З. 4. 4.1 4.2	Duration of Trust Trust Property Vesting Separate fund	7 7 7 $\overline{I}$
5. 6. 6,1 6.2 6.3 6,4	Trust Liabilities Units and Economic Units Rights of Holders Units identical No interference Economic Units	7 7 $\overline{7}$ 7 $\overline{7}$
7. 7.1 7.2 73 7.4 75	Applications Application for Units Minimum investment Trustees may reject applications Issue of Units Funds not cleared	$\overline{7}$ 7 $\overline{I}$ 7 7 $\overline{7}$ 7
8. 8.1 8.2 8.3	Valuations Trustee's expertise Value of Trust Property Revaluation	7 7 7 7
9. 9.1 9.2	Net Asset Value Calculation ٠ Time of calculation	7 7 7
10, 11.	Issue Price Redemptions not generally permitted	7
		$\overline{7}$

Minter Eilison | Ref: THW
MEI.6_331172_2 (W97)

$1\ 2 = 0\ 7 = 0\ 5$ ; $1\ 7$ : 5 2 $^\circ$ ;

÷,

$\hat{\beta}$

$\frac{1}{4}$

; $\sqrt{3} + \sqrt{2}\, \sqrt{9}\, \sqrt{2}\, \sqrt{8}\, \sqrt{3}\, \sqrt{2}\, \sqrt{5}\, \sqrt{4}\, \sqrt{4}$

$\mathcal{L}{\mathcal{M}}(\mathcal{L}{\mathcal{M}})$ is a subset of the following constant of the constant of the $\mathcal{L}_{\mathcal{M}}$

$\frac{1}{4}$

$\frac{1}{2}$

12.	Trustee's powers	7
12.1 12.2	Powers Delegation by Trustee	7
13.	Trustee's agents	$\overline{7}$ 7
14,	Trustee's discretion	7
15.	Indemnity	7
16.	Register	7
16.1 16.2	Establish and maintain unit register Notice of trust	7
16.3	Registered Holder is owner	7 $\overline{7}$
17.	Mortgage	7
17.1 17.2	Recording of mortgagee in Register Payments to mortgagees	7
17.3	Transfer of mortgaged Units	7 7
17.4 18.	Trustee not have notice of mortgage or charge Certificates for Units	7
19.	Transfers of Units	7
19.1	Transfer of Units or Economic Units	7
19.2 19,3	Manner of transfer	7 7
19.4	Transfer happens on registration Trustee may not refuse to register	7 7
20.	Death and insolvency	7 :
21.	Termination	7.
21.1 21.2	Trustee may terminate Action on termination	7
21.3	Realisation of Trust Property	7 7
21.4	Distributable Income	7
22. 22.1	Trustee's liabilities and responsibilities Indemnities given to the Trustee	7
22 2	Limitations on liabilities	$\overline{7}$
22.3 22.4	Limitation on responsibility for Costs	7 7
22.5	Trustee prevented from acting Advice to the Trustee	7
22.6 22.7	Application to court	7 7
22.8	Interests of the Trustee Contribution from others	7
22.9	Events beyond control of the Trustee	7 7
23.	Trustee's fees	7
24.	Outgoings	7
25.	Recoveries	7
26.	Distributions	7

Minter Ellison | Ref. THW
MEL5_331172_2 (W97)

$\bar{z}$

; $\sqrt{3} + \sqrt{2}\, \sqrt{9}\, \sqrt{2}\, \sqrt{8}\, \sqrt{3}\, \sqrt{2}\, \sqrt{5}\, \sqrt{4}\, \sqrt{4}$

$\hat{\mathcal{F}}$

$\bar{I}$ $\bar{7}$ $\bar{z}$ $\overline{7}$ $\overline{7}$

$\overline{I}$ $\overline{7}$

$\overline{\mathbf{z}}$

$\frac{1}{2}$

$\frac{1}{3}$

$\downarrow$ $\epsilon_{\rm i}$

计非相当时 计字

26.1 26.2 26.3	Cash distributions Distribution of Distributable Income Holders' interest in Distributable Income	$\overline{I}$ 7 7
27.	Payments	7
28.	Accounts	7
29.	Auditor	7
30,	Meetings	7
30.1 30.2 30.3	Convening and conduct of Meetings Written resolutions Postal Ballot	7 7 7
31.	Trustee's retirement	7
31.1 31.2	Trustee may retire Trustee must retire	7
31.3 31.4	Replacement Trustee	7 $\overline{\mathcal{I}}$
31.5	Retiring Trustee must transfer Trust Property and records New Trustee	$\overline{\mathbf{7}}$ 7
32.	Trustee's indemnity	7
33.	Liability of Holders	7
34.	No partnership or agency	7
35.	Notices and other communications	7
35.1 35.2	Service of notices Effective on receipt	7
35.3	Joint Holders	7 7
35.4 35,5	Persons deriving title Document delivery	7
35.6	Foreign Holders	7 7
35.7 35.8	Certificate Signature	7
35.9	Service abroad	7 7
36.	Amendments	7
361 36.2	Amendments by Trustee Extraordinary Resolution	7 7
37.	Governing law	7
Schedule 1 - Meetings of Holders 7
Signing page 7

$\bullet$

$\sim$

$\sim$

Minter Ellison | Ref: THW
MEL6_331172_2 (W97)

$\ddot{\phantom{a}}$

Details

Date

14 June 2005

Party

Name Short form name Notice details

Kolsen Pty Ltd ACN 111 384 144 Trustee

Pacsimile Attention

Background

The Trust was constituted a unit trust according to the terms of this deed at 9am on 14 June 2005 on the issue of Units and receipt by the Trustee of $$10$ from the initial unitholder.

Trust deed | page 5

ł $\frac{1}{2}$

1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1

; 3 | 2 9 2 8 3 2 5 4 4

Terms

Defined terms & interpretation 1.

$1.1$ Defined terms

In this deed:

Business Day means:

• for receiving a notice under clause 35, a day that is not a Saturday, Sunday, public holiday $\left( 2\right)$ or bank holiday in the place where the notice is sent;
• for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday $(b)$ in Victoria, Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Cost includes a cost, charge, fee, expense, commission, liability, loss, damage and tax and all amounts payable in respect of any of them or like payments.

Distributable Income means the net income of the Trust determined for purposes of section 95 of the Tax Act.

Extraordinary Resolution means a resolution passed at a meeting of Holders duly convened and held in accordance with Schedule 1 and carried by a majority consisting of the Holders of Units representing not less than 75% of the votes cast at the meeting on the resolution.

Economic Unit means a unit which confer on its Holder an undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities but not a voting entitlement.

GST means any taxes in the nature of goods and services, supply or valued added taxes (by whatever name called) and whether imposed by an Australian or other legislature.

Holder means a holder of a Unit or Units or Economic Unit.

Issue Price means the price at which a Unit or Economic Unit is created and issued by the Trustee.

Meeting means a meeting of Holders.

Net Asset Value means the net asset value of the Trust calculated under clause 9.

Register means the unit register established under clause 16.

Special Trustee has the meaning given to it in the Duties Act 1997 (NSW).

Tax Act means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, or both of them.

Taxes means all income, capital gains, recoupment, debits, land, sales, payroll, fringe benefits, group, profit, interest, property, undistributed profits, withholding and other taxes, stamp, documentary, financial institutions, registration and other duties, municipal rates, and all other imposts, deductions and charges, related interest, penalties, charges, fees or other amounts assessed, charged, assessable or chargeable by or payable to any national, state or municipal taxation authority.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed [ page 3

Ĵ,

The company of the company of the company of

÷

ķ

医非性贫血性 经保证人

$\hat{\gamma}$

Ĝ,

Trust means Scarlett Unit Trust.

Trustee means the trustee of the Trust from time to time.

Trust Liabilities includes borrowings, unpaid costs, charges, expenses, outgoings and fees, contingent liabilities, provisions the Trustee decides to make and unpaid amounts due and payable to Holders and unpaid amounts due to the Trustee.

Trust Property means all property, rights and income of the Trust.

Trust Year means a year or other period in relation to which taxable income of the Trust for purposes of the Tax Act must be determined.

Unit means a unit in the Trust which has a voting right.

$1.2$ Interpretation

In this deed, except where the context otherwise requires:

• $(a)$ the singular includes the plural and vice versa, and a gender includes other genders;
• another grammatical form of a defined word or expression has a corresponding meaning; $(b)$
• $(c)$ a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this deed, and a reference to this deed includes any schedule or annexure;
• a reference to a document or instrument includes the document or instrument as novated, $(d)$ altered, supplemented or replaced from time to time;
• $(e)$ a reference to AS, SA, dollar or \$ is to Australian currency;
• $(t)$ a reference to time is to Victoria, Australia time;
• a reference to a party is to a party to this deed, and a reference to a party to a document $\left( z \right)$ includes the party's executors, administrators, successors and permitted assigns and substitutes;
• a reference to a person includes a natural person, partnership, body corporate, association, $(h)$ governmental or local authority or agency or other entity;
• $(i)$ a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
• a word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to $(i)$ it in the Corporations Act 2001 (Cth);
• the meaning of general words is not limited by specific examples introduced by including, $\left( k\right)$ for example or similar expressions;
• a rule of construction does not apply to the disadvantage of a party because the party was $(1)$ responsible for the preparation of this deed or any part of it; and
• if a day on or by which an obligation must be performed or an event must occur is not a $(m)$ Business Day, the obligation must be performed or the event must occur on or by the next Business Day

$1.3$ Headings

Headings are for ease of reference only and do not affect interpretation.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

in the season

CONTRACTOR

ŧ

$\ddot{\cdot}$

1. 化异丙基基

f)

$\frac{1}{3}$

ł

$2₁$ Establishment

$2.1$ Unit trust

By this deed the Trustee constitutes a unit trust called the Scarlett Unit Trust. The beneficial interest in the Trust is divided into Units and Economic Units.

$2.2$ Benefit of Trust

The Trust is constituted for the benefit of persons who, by subscription or otherwise in accordance with this deed to become Holders.

$2.3$ Trustee

The Trustee is trustee of the Trust.

$2.4$ Deed binding

This deed is binding upon the Holders and the Trustee.

З. Duration of Trust

The Trust begins on the date of this deed and subject to this deed ends 80 years (less one day) after that date.

Trust Property 4.

$4.1$ Vestino

The Trust Property vests in the Trustee on trust for the Holders on the terms of this deed.

$4.2$ Separate fund

The Trustee must hold all Trust Property as a separate fund not available to meet liabilities of another trust.

5. Trust Liabilities

Trust Liabilities of the Trust must be determined as far as practicable in accordance with generally accepted accounting principles and applicable accounting standards.

6. Units and Economic Units

$6.1$ Rights of Holders

Only Economic Units confer on their Holders undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities. A Holder has no interest in any asset or part of any asset of the Trust. A Holder is not entitled to call for or assert an interest in any part of the Trust Property.

6.2 Units identical

The Trustee may issue Units or Economic Units in the Trust. All Units and Economic Units have interests and rights, and are subject to conditions, identical to those of all other Units or Economic Units as the case may be.

Minter Effison | Ref: THW
MEL5_331172_2 (W97)

6.3 No interference

A Holder may neither interfere with, nor exercise rights or powers of, the Trustee in respect of any Trust Property, Trust Liability or obligation and has no right to lodge any caveat affecting the Trust Property.

6.4 Economic Units

Despite anything else contained in this deed, Economic Units shall not confer any voting rights.

$7.$ Applications

$7.1$ Application for Units

A person intending to subscribe for Units must give the Trustee an application in a form and manner approved by the Trustee and pay the Issue Price to the Trustee by way of subscription for Units or Economic Units as the case may be.

$7.2$ Minimum investment

Except where the Trustee otherwise agrees, the amount subscribed must exceed a minimum amount (if any) that the Trustee from time to time determines for the Trust.

$7.3$ Trustees may reject applications

The Trustee may reject an application for Units or Economic Units without giving any reason.

7.4 Issue of Units

All Units or Economic Units must be issued on or after the day immediately following the closing date (if any) for receipt of applications for Units or Economic Units or otherwise when the amount subscribed is transferred to the Trust or otherwise as the Trustee decides.

$7.5$ Funds not cleared

Units or Economic Units paid for by uncleared funds which are not subsequently cleared, are void.

8. Valuations

8.1 Trustee's expertise

The Trustee is not to be regarded as having any special expertise in valuation.

$8.2$ Value of Trust Property

The value of any Trust Property is its fair market value determined in accordance with generally accepted Australian accounting principles and applicable accounting standards. Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at those rates quoted by a bank or other financial institution nominated by the Trustee.

$8.3$ Revaluation

The Trustee may cause an item of Trust Property to be revalued whenever it thinks fit.

计无计算机 经财产

É,

F

$\frac{1}{2}$

$\frac{1}{2}$

÷

$\frac{1}{2}$

ă

Ĵ,

医精神病 植物的

i İ

$9₁$ Net Asset Value

$9.1$ Calculation

The Net Asset Value is the total value of Trust Property less Trust Liabilities determined in accordance with generally accepted Australian accounting principles and applicable accounting standards in force for the year ended 21 December 2004.,

$9.2$ Time of calculation

The Trustee may calculate the Net Asset Value at any time on the basis of the most recent valuation of each item of Trust Property and determination of Trust Liabilities, as at that time. The Trustee may calculate the Net Asset value more than once a day,

Issue Price $10₁$

The Issue Price is \$1 for all initial Units issued, and for all Units issued subsequently, is the amount determined by the Trustee.

Redemptions not generally permitted $11₁$

A Holder has no right to require the Trustee to redeem Units or Economic Units, unless Holders of Units at a Meeting pass a Extraordinary Resolution in favour of the redemption.

$12.$ Trustee's powers

$12.1$ Powers

Subject to this deed, the Trustee has:

• all the powers in relation to the Trust, Trust Property and Trust Liabilities, that it is legally $\left( a\right)$ possible for a natural person, trustee or corporation to have in Australia and overseas; and
• $(b)$ all the powers incidental to ownership of the Trust Property,

including the power to invest in real or personal property of any nature, anywhere in the world and to borrow, raise money and incur liabilities and obligations of any kind, to take and provide security and as if it were the absolute and beneficial owner of all Trust Property.

12.2 Delegation by Trustee

The Trustee, by power of attorney or otherwise, may authorise one or more persons (whether or not related to or associated with the Trustee) to do anything that the Trustee may lawfully delegate, including acting as custodian, holding the Trust Property and executing documents on its behalf,

13. Trustee's agents

The Trustee may, as it sees fit, in connection with performance of its duties as Trustee, engage any advisers, agents, brokers, contractors, custodians, investment managers, underwriters or other persons (whether or not related to or associated with the Trustee).

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

14. Trustee's discretion

Subject to this deed, the Trustee may determine whether to exercise and the manner, mode and time of exercise of its powers in its absolute discretion.

15. Indemnity

To the maximum extent permitted from time to time by the law, the Trustee is entitled to be indemnified out of the Trust Property for any liability incurred by it in performing any of its duties or exercising any of its powers or omitting to act, in relation to the Trust, or attempting to do so. The Trustee is not required to do anything for which it does not have a full right of indemnity out of Trust Property available for that purpose or in relation to which it is not satisfied that its liability is limited in a manner that is satisfactory to it. Any indemnity to which the Trustee is entitled under this deed is in addition to any indemnity allowed by law and is subject to clause 22.

16. Register

16.1 Establish and maintain unit register

The Trustee must initially establish and keep a unit register in Victoria and may change the location of the Register to a location determined by the Trustee from time to time in its absolute discretion.

16.2 Notice of trust

The Trustee need not enter notice of any trust on the Register.

16.3 Registered Holder is owner

The Trustee may treat the registered Holder as the absolute owner of Units or Economic Units registered in that Holder's name and is not bound to take notice of any trust or equity affecting any Unit or Economic Unit. Entry on the Register is conclusive evidence of a Holder's title to Units or Economic Units.

$17.$ Mortgage

17.1 Recording of mortgagee in Register

On the Holder's written request, the Trustee may at its absolute discretion record a mortgagee (sole or joint) of Units or Economic Units in the Register and on the mortgagee's written request may delete that record.

17.2 Payments to mortgagees

Redemption proceeds of Units or Economic Units, capital distributions (not representing part of Distributable Income) and distributions after termination of the Trust must be paid to the recorded mortgagee of the Units or Economic Units in the Register.

17.3 Transfer of mortgaged Units

Any transfer of Units or Economic Units is subject to any existing mortgagee record so that Units or Economic Units in respect of which a mortgagee is recorded on the Register may only be transferred with the written consent of the mortgagee.

Ò.

f,

÷

j.

$\pm$ 1 $\mathbb{S}^1_1$

14 年4月

IJ

17.4 Trustee not have notice of mortgage or charge

The Trustee is not taken to have notice of the terms of any mortgage or charge and has no liability to a mortgagee in connection with recording of mortgages.

18. Certificates for Units

Certificates must be issued for Units and Economic Units. The Trustee at any time may send a Holder details of Units and Economic Units held by, Unit and Economic Unit transactions of, or distributions to, the Holder.

19. Transfers of Units

19.1 Transfer of Units or Economic Units

Holders may only transfer Units or Economic Units with the written consent of the Trustee.

19.2 Manner of transfer

A transfer of Units or Economic Units must be made in the manner prescribed by the Trustee from time to time.

19.3 Transfer happens on registration

A transfer of Units or Economic Units takes effect only upon registration in the Register.

19.4 Trustee may not refuse to register

The Trustee may not refuse to register a transfer of Units made in accordance with the Unitholders Deed.

20. Death and insolvency

The Trustee only recognises surviving joint Holders, the legal personal representatives of a deceased Holder and the person legally entitled to Units or Economic Units consequent on bankruptcy or liquidation, respectively, as having rights or title to the Units or Economic Units in those circumstances.

Termination $21 -$

21.1 Trustee may terminate

The Trustee at any time may terminate the Trust by not less than four weeks prior written notice to the Holders.

21.2 Action on termination

On termination of the Trust, the Trustee must:

• $(a)$ realise all Trust Property;
• $(b)$ pay, discharge or provide for all Trust Liabilities; and
• distribute the net proceeds among Holders pro rata to the number of Economic Units held. $(c)$

21.3 Realisation of Trust Property

The Trustee may postpone realisation of Trust Property and is not responsible for any resulting loss unless caused by the Trustee's neglect, wilful default or breach of trust.

Š,

Service

$\mathop{\mathbb{I}}\nolimits_{\mathop{\mathbb{I}}\nolimits}$

$\tau_1$

计位序

t.
P

Ŀ

$\bar{z}$

$\mathbb{Z}_2$

Ĥ

$21.4$ Distributable Income

Nothing in this clause affects the entitlements of Holders to receive Distributable Income. The Trustee may make partial distributions.

$22.$ Trustee's liabilities and responsibilities

22.1 Indemnities given to the Trustee

This clause 22 does not limit or affect any other indemnities given to the Trustee in this deed or by law.

22.2 Limitations on liabilities

Except to the extent of the Trustee's breach of trust, fraud or negligence:

• the Trustee and each director and officer of the Trustee are not personally liable to a $(a)$ Holder or another person in connection with the office of the Trustee or director or officer of the Trustee:
• the Trustee is not liable to a Holder to a greater extent than the extent to which it is $(b)$ entitled to be and is in fact indemnified out of the Trust Property actually vested in the Trustee in respect of the Trust; and
• $(c)$ the Trustee is not responsible for acting upon:
• $(i)$ a resolution purporting to have been passed at a meeting of Holders at which minutes were made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for another reason the resolution was not valid or binding upon any of those Holders whom it purports to bind or the Trustee; or
• $(ii)$ direction or instruction given by the Holders. The Trustee acting upon a direction or instruction given by the Holders does not of itself amount to a breach of duty or breach of trust or in any way affect the Trustee's right to be indemnified out of the Trust Property, whether under this deed or otherwise.

22.3 Limitation on responsibility for Costs

The Trustee is not responsible for any Cost incurred:

• by fraud, negligence, breach of duty or breach of trust or otherwise, by any agent, $\left( a\right)$ delegate, attorney or custodian and any of their agents or delegates;
• $(b)$ by relying on any notice, resolution, information, document, form or list unless it reasonably believes the item not to be genuine or not to have been passed, executed or signed by the proper parties; or
• if a person fails to carry out an agreement with the Trustee or an agent or a delegate of the $\left( c\right)$ Trustee,

except to the extent of the Trustec's breach of trust, fraud or negligence.

22.4 Trustee prevented from acting

The Trustee is not liable to anyone in respect of any failure to perform or do any act or thing which by reason of:

a provision of any present or future law or statute of Australia, or state or territory of $(a)$ Australia; or

Minter Eillson | Ref: THW
MEL5_331172_2 (W97)

ł,

$(b)$ any decree, order or judgement of a competent court,

the Trustee is prevented, forbidden or hindered from doing or performing.

22.5 Advice to the Trustee

The Trustee may take and act upon:

• the opinion or advice of counsel or solicitors instructed by the Trustee in relation to the $(a)$ interpretation of this deed or another document (whether statutory or otherwise) or generally as to the administration of the Trust or another matter in connection with the Trust; and
• the opinion, advice, statements or information from any bankers, accountants, auditors, $(b)$ valuers, architects, engineers and other persons consulted by the Trustee who are in each case believed by the Trustee in good faith to be expert in relation to the matters upon which they are consulted.

and the Trustee is not liable for anything done, suffered or omitted by it in good faith in reliance upon that opinion, advice, statements or information.

22.6 Application to court

Nothing in this clause 22 prohibits or impedes the Trustee from applying to any court if the Trustee thinks fit.

22.7 Interests of the Trustee

The Trustee or an officer or employee or associate of the Trustee may:

• $(a)$ be a Holder:
• act in any capacity including without limitation as a representative, delegate or agent of $(b)$ the Trustee or a Holder:
• have an interest in or enter into a contract or transaction with: (c)
• $\bf(i)$ the Trustee or an associate of the Trustee;
• $(i)$ a Holder; or
• another person, including one whose shares or other securities form Trust $(iii)$ Property; or
• hold or deal in or have another interest in Trust Property, $(iv)$

and may retain and is not required to account for a benefit derived by doing so.

22.8 Contribution from others

If a person makes a claim for contractual damages against the Trustee or a Holder, the Trustee or the Holder (as the case may be) may claim contribution or apportionment in respect of that loss or those damages from a person who has contributed to that loss or those damages.

22.9 Events beyond control of the Trustee

The Trustee is not liable for any delay or failure to perform its obligations under this deed to the extent that the delay or failure arises from an event or circumstance that is beyond the control of the Trustee and could not have been prevented, remedied or overcome by the exercise of reasonable care or the taking of reasonable precautions.

Minier Ellison | Ref: THW
MEL5_331172_2 (W97)

$12 - 07 - 05$ ; $17 : 55$

$\ddot{\cdot}$

$\frac{1}{2}$

$\frac{1}{4}$

计可变性

$\begin{array}{c} 1 \ 1 \ 1 \end{array}$

İ

23. Trustee's fees

The Trustee is entitled to receive fees under any agreement with the Holders or another person in respect of its services in relation to the Trust.

24. Outgoings

All costs, charges, expenses and outgoings reasonably and properly incurred by the Trustee in connection with the following matters or of the following nature in relation to the Trust are payable or reimbursable out of Trust Property:

• preparation, approval, stamping, execution and printing of this deed and any deed $(1)$ amending this deed:
• $(b)$ retirement, removal and appointment of a Trustee;
• institution, prosecution, defence and compromise of any court proceedings, arbitration or $\left( c\right)$ dispute resolution proceedings in relation to this deed or the Trust (but the Trustee must repay to the Trust, and is not entitled to be reimbursed for, an amount of outgoings in connection with proceedings to the extent it is found by a court to be liable for its own negligence, fraud, breach of trust or breach of duty);
• convening and holding a meeting of Holders and implementing a resolution of the $(d)$ meeting;
• bank fccs, interest, discount and acceptance fees for bill facilities, all borrowing costs and $(e)$ like amounts;
• $(f)$ Taxes;
• any actual or proposed investment, acquisition, realisation, valuation, maintenance, $\mathcal{L}$ alteration, improvement, enhancement, receipt, collection or distribution of the Trust Property:
• fees payable to a person authorised by the Trustee to hold Trust Property; $(h)$
• establishing and maintaining the Register, the Trust accounting system and records and $(i)$ the investment register (including, without limitation, operation and development of computer facilities, both software and hardware, salaries and on costs);
• $\left($ i fees payable to a regulatory authority;
• preparing, printing and posting accounts, cheques and documents, or making payments, to $(k)$ Holders;
• any offer or invitation in respect of Units or Economic Units, including preparation, $\left( \begin{matrix} 1\ 1 \end{matrix} \right)$ lodgement, registration, distribution and promotion of Trust prospectuses or information mentoranda;
• amounts payable to administrators, advisers, agents, brokers, contractors, custodians, $(n)$ investment managers, statutory supervisors, underwriters or other persons engaged by the Trustee under this deed including legal costs on a full indemnity basis and including overheads and other costs payable to related companies for staff, equipment and leased premises;
• fees incurred by an auditor of the Trust; $(n)$

• $\circ$ preparing and lodgement of Trust taxation or other returns;

• $(p)$ termination of the Trust;

• $(q)$ entering the Trust in a survey;
• $(\tau)$ fees payable to a ratings organisation;
• performance of the Trustee's duties, exercise of the Trustee's rights or powers, compliance $\left( \circ \right)$ with the law or administration of the Trust;
• fees payable to a securities system authorised by the Trustee to hold Trust Property; $(t)$
• dealing with applications for and determining the Issue Price of Units; and $(n)$
• an amount equal to any GST which the Trustee may be liable to pay in connection with $(V)$ any supply or other act or omission on the part of the Trustee in connection with the Trust except where and to the extent that the GST fiability of the Trustee is already accounted for in the arrangements governing the relevant supply or act or omission.

25. Recoveries

Each Holder is liable for all Taxes and costs in relation to that Holder's entitlement to, or payment of, income or capital to, or any act requested by, that Holder and for unpaid amounts and all expenses payable by them to the Trustee or Trust under this deed. The Trustee may (but is not obliged to):

• deduct reimbursable expenses from the Holder's Distributable Income in accordance with $(a)$ this deed;
• withhold payment of any money payable to a Holder until the liability is discharged; or $(b)$
• recover the amount payable by the Holder from any money or property held for, or $\circ$ distribution or other amount payable to, the Holder, including by redeeming or causing buy-back of Units of the Holders,

in order to meet the liability or to be reimbursed for a liability which it has already met.

26. Distributions

26.1 Cash distributions

The Trustee may at any time elect that any amount (capital or income) of the Trust be distributed to Holders pro rata to the number of Economic Units held in the Trust as at a time determined by the Trustee, provided that only cash is distributed.

26.2 Distribution of Distributable Income

Within two months after the end of each Trust Year, the Trustee must distribute any undistributed share of Distributable Income to which any Holder is entitled.

26.3 Holders' interest in Distributable Income

Each Holder is presently entitled as at the end of each Trust Year to a share of Distributable Income for that Trust Year, if any, which has not previously been distributed, in the proportion of the number of Economic Units held to the aggregate of all Economic Units then on issue on the Trust. Each Holder has a vested and indefeasible interest in all amounts of Distributable Income to which that Holder becomes entitled in accordance with the operation of this clause.

Minter Ellison | Ref: Th W MEL5_331172_2 (W57)

Trust deed | page 18

$\overline{\phantom{a}}$

$\mathbb{N}^{\pm}_{1}$ $\ddot{\phantom{a}}$ .

$\frac{1}{\sqrt{2}}$

计数字 的复数医动物的

f,

$\begin{array}{c} \Sigma_1 \ \Sigma_2 \ \Sigma_3 \end{array}$

Contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of t

ال
أبا

$27.$ Payments

The obligations of the Trustee are fully discharged in respect of any money payable to a Holder that is deposited into an account with a bank or other financial institution nominated by the Holder and approved by the Trustee or, if the Trustee agrees, paid by cheque (which the Trustee must prepare) posted to the Holder, or (if the Trustee agrees) applied in another manner as the Holder directs the Trustee.

28. Accounts

Accounts for the Trust must be prepared in accordance with generally accepted Australian accounting principles and applicable accounting standards. The Trustee must keep the accounts of the Trust. The Trust's fiscal year ends on 30 June.

29. Auditor

The Trustee must appoint and may at any time replace as Trust auditor a registered company auditor, or a firm of chartered accountants of which at least one partner is a registered company auditor.

30. Meetings

30.1 Convening and conduct of Meetings

The Trustee may call a Meeting in the manner provided in Schedule 1 and the Meeting must be conducted in accordance with Schedule 1.

30.2 Written resolutions

A resolution is passed without a Meeting if all the Holders entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Holders if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Holder signs. The passage of the resolution satisfies any requirement under this deed or the law (if any) that the resolution be passed at a Meeting.

30.3 Postal Ballot

A Meeting may be conducted by postal ballot in accordance with those arrangements as the Trustee decides replicate as closely as may be practicable, the provisions of this deed with respect to Meetings.

$31 -$ Trustee's retirement

31.1 Trustee may retire

Subject to the law, the Trustee may retire from the Trust by giving at least I months notice to the Holders.

31.2 Trustee must retire

Subject to the law, the Trustee must retire from the Trust immediately if:

• $(a)$ a receiver is appointed in respect of all or any part of the Trustee's business or assets;
• $(b)$ the Trustee becomes insolvent or goes into liquidation; or

$\ddot{\cdot}$

Contractor

2000年10月11日

$\mathcal{O}^{\pm}_{\mathcal{A}}$

$\frac{1}{2}$ $\lfloor \, \rfloor$

Holders of Units at a Meeting pass a Extraordinary Resolution that the Trustee must retire. $\left($ c $\right)$

31.3 Replacement Trustee

A retiring Trustee must within one month after giving notice or being required to retire, appoint a replacement Trustee, otherwise the Holders by Extraordinary Resolution may do so.

$31.4$ Retiring Trustee must transfer Trust Property and records

A retiring Trustee must transfer all Trust Property and records of the Trust to the new Trustee at the cost of the Trust.

$31.5$ New Trustee

The new Trustee must not be a Holder and cannot at any time after appointment become a Holder unless the new Trustee is a Special Trustee. This sub-clause cannot be modified or deleted.

32. Trustee's indemnity

To the extent permitted by law (and in no way limiting or purporting to exclude, or reduce liability under law in particular), on retirement or removal, the Trustee is entitled:

• to a complete release from all obligations in relation to the Trust which arise after its $\left( a\right)$ retirement or removal; and
• $(b)$ to be indemnified out of Trust Property against any claims arising out of its conduct as Trustee except claims in respect of neglect, default or breach of trust by the Trustee and without limiting liability of the Trustee to the Holders.

$33.$ Liability of Holders

• The liability of a Holder in their capacity as such is limited to: $\left( n\right)$
• any liability to pay the amount (if any) of the Issue Price that is for the time being $(i)$ unpaid on the Units or Economic Units held by that Holder; and
• any liability expressly imposed on that Holder under this deed or under any $(i)$ separate agreement between that Holder and the Trustee,

a distribution or payment of capital does not create or increase any unpaid amount of the Issue Price of Units.

• $(b)$ Subject to clause 33.(a)(ii), a Holder need not:
• indemnify the Trustee if there is a deficiency in the Trust Property as compared $(i)$ with the liabilities to be met from the Trust Property; or
• $(ii)$ meet the claim of any creditor of the Trustee in respect of the Trust,

and recourse of the Trust and Trust creditors is limited to Trust Proporty.

34. No partnership or agency

Nothing contained or implied in this deed creates or constitutes, or is deemed to create or constitute, a partnership or agency relationship between the Trustee and a Holder.

Minter Ellison | Ref: THW
MEL5_331172_2 (W57)

$12 - 07 - 05$ ; $17:57$

$; 31292832544$

35. Notices and other communications

$35.1$ Service of notices

A notice, demand, consent, approval or communication under this deed (Notice) must be:

• in writing, in English and signed by a person duly authorised by the sender; and $\left( a\right)$
• $(b)$ hand delivered or sent by prepaid post or facsimile to:
• for the Trustee, the address for Notices specified in the Details, as varied by any $(i)$ Notice given by the Trustee; and
• for a Holder or joint Holders, the address of the Holder, or of the first named of $(ii)$ joint Holders, shown in the Register.

35.2 Effective on receipt

A Notice given in accordance with clause 35.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

• $(a)$ if hand delivered, on delivery;
• if sent by prepaid post, on the second Business Day after the date of posting (or on the $(b)$ seventh Business Day after the date of posting if posted to or from a place outside Australia);
• $\left( c\right)$ if sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

35.3 Joint Holders

A notice may be given by the Trustee to joint Holders by giving the notice to the joint Holder whose name appears first in the Register.

35.4 Persons deriving title

A person entitled to a Unit or Economic Unit by operation of law and who is not registered as the Holder of the Unit or Economic Unit is taken to receive any notice served in accordance with this clause on the person from whom it derives its title.

35.5 Document delivery

A Unit or Economic Unit certificate, cheque, warrant or other document may be delivered by the Trustee cither personally or by sending it:

• in the case of a Holder who does not have a registered address in Australia, by prepaid $(a)$ airmail post; and
• $(b)$ in any other case, by prepaid ordinary post,

and is at the risk of the addressee as soon as it is given or posted.

35.6 Foreign Holders

A Holder whose registered address is not in Australia may specify in writing an address in Australia as the Holder's registered address for the purposes of this clause 35.

Minter Ellison | Ref: THW
MEL5_331172_2 (We7)

Trust deed | page 19

$\bar{\phi}$

$\frac{1}{2}$

$\begin{bmatrix} 1 \ 1 \ 1 \end{bmatrix}$

$\mathbf{i}$

35.7 Certificate

A certificate in writing signed by a director, secretary or other officer of the Trustee that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.

35.8 Signature

The signature to a Notice given by the Trustee may be written or printed.

35.9 Service abroad

All Notices sent by post outside Australia must be sent by prepaid airmail post.

36. Amendments

36.1 Amendments by Trustee

The Trustee may by supplemental deed, modify, add to or delete from, this deed, but may not:

• if the modification, addition or deletion is likely to confer a benefit on the Trustee or any $(a)$ of the Trustee's related bodies corporate, officers or employees;
• $(b)$ if expressly prohibited from doing so under this deed; or
• if the modification, addition or deletion is likely to have a material adverse effect on the $(c)$ interests of Holders.

36.2 Extraordinary Resolution

The Trustee may make any amendment to this deed approved by Extraordinary Resolution.

37. Governing law

This deed is governed by the law of Victoria.

Minter Ellison | Ref. THW
MEI.5_331172_2 (W87)

Trust deed | page 20

$\cdot$

þ

$\frac{1}{2}$

$\cdot$

医白蛋白蛋白 计数据数据 计数据

$\bar{\nu}$ :

t.

Schedule 1- Meetings of Holders

$\mathbf{1}$ . Notice

$1.1$ Calling of Meetings

• The Trustee may at any time call and arrange a Meeting. $(a)$
• The Trustee must call and arrange a Meeting at the written request of Holders with 10% of $(h)$ the issued Units.

$7.2$ Period of notice

The Trustee must give Holders 21 days notice of a Meeting or such lesser time as agreed to in writing by Holders of at least 95% of the Units on issue. In calculating the period of notice, both the day on which the notice is given (or taken to be given) and the day of the Meeting (of which notice is being given), are excluded.

$1.3$ Contents of notice

The notice of Meeting must specify:

• $\left( a\right)$ the place, date and time of the Meeting;
• $(b)$ the general nature of the business to be transacted; and
• for any Extraordinary Resolution proposed, the precise terms of the proposed resolution. $(c)$

A copy of the notice must be sent to the Trustee except if the Trustee calls and arranges the Moeting.

$1.4$ Omission to give notice

Accidental omission to give notice to, or the non-receipt of notice by, a Holder does not invalidate the Meeting nor any resolution passed at a Meeting.

$2.$ Proceedings at Meeting

$2.1$ Quorum

The quorum for a Meeting is 4 Holders present in person, by attorney or by proxy, or if a Holder is a corporation by proxy, by attorney or by duly authorised representative. Business cannot be transacted at a Meeting if a quorum of Holders is not present at the commencement of business.

$2.2$ No quorum

• Subject to clause 2.2(c) of this Schedule, if a quorum is not present within 30 minutes $\left( a\right)$ after the time appointed for a Meeting, the Meeting stands adjourned to the same time and place five Business Days after the appointed Meeting or at another place and time agreed by all Holders of Units present at the Meeting.
• At an adjourned Meeting, the Holders of Units present and entitled to vote whatever the $(b)$ number of the Units held by them is a quorum for the transaction of business including the passing of Extraordinary Resolutions.

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

$\frac{1}{2}$

$\label{eq:1} \begin{aligned} \mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}})))\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}})))\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}}(\mathcal{L}{\text{eff}})))\mathcal{L}{\text{eff}}(\mathcal{L}_{\$

i
Political de la politica
Politica

$\frac{1}{2}$

If a Meeting is called and arranged at the request of Holders of Units and a quorum is not $\left( c \right)$ present within 30 minutes after the time appointed for the Meeting, the Meeting is dissolved.

2.3 Chairperson

• The chairperson of each Meeting is the chairperson (or in the chairperson's absence the $(a)$ deputy chairperson) of directors' meetings of the Trustee.
• Those of the Trustee's directors present may elect a chairperson of a Meeting, if: $(b)$
• there is no chairperson or deputy chairperson of meetings of the Trustee's $\left( i \right)$ directors:
• the chairperson and deputy chairperson of meetings of Trustee's directors do not $(ii)$ want to act as chairperson of the Meeting; or
• the chairperson of the Meeting is not present within 15 minutes after the time $(iii)$ appointed for the Meeting.
• If a chairperson of a Meeting is not elected under clause 2.3(b), then: $(c)$
• the Holders of Units may elect one of the Trustee's directors present as $\left( i\right)$ chairperson; or
• if a director of the Trustee is not present or does not want to take the chair, the $\langle n \rangle$ Holders of Units may elect one of the Holders of Units present as chairperson.
• If there is a dispute at a Meeting about a question of procedure, the chairperson may $(d)$ determine the question.

$2.4$ Adjournment

• The chairperson of a Meeting may with the consent of a Meeting at which a quorum is $(a)$ present, adjourn the Meeting to another place and time.
• The chairperson of a Meeting must adjourn the Meeting to another place and time if $(b)$ directed by the Meeting so resolving on a poll.
• Only business that may lawfully have been transacted at the Meeting from which the $\circ$ adjournment took place, may be transacted at the adjourned Meeting.
• If a Meeting has been adjourned for more than 21 days, three days written notice of the $(d)$ adjourned Mecting must be given to the Holders. In calculating the period of notice, both the day on which the notice is served (or taken to be served) and the day of the adjourned Meeting (of which notice is being given) must be given to Holders.

2.5 Minutes

Minutes of a Meeting signed by the chairperson are conclusive evidence of the proceedings of the Meeting.

3. Voting

$3.1$ Show of hands

• A resolution put to the vote of a Meeting must be decided on a show of hands of Holders $(a)$ of Units except if a poll is demanded.
• If a poll is not demanded a declaration by the chairperson that a resolution has been (b) carried (unanimously or by a particular majority) or lost is conclusive evidence of the fact

without proof of the number or proportion of the votes recorded in favour of or against the resolution.

$3.2$ Poll

• $(a)$ A poll may only be demanded by:
• $(i)$ the chairperson; or
• in writing by one or more Holders of Units present in person, by proxy or by $(ii)$ authorised representative and holding or representing 5% of the issued Units.
• A poll may only be demanded before or on the declaration of the result of the show of $(b)$ hands.
• If a poll is duly demanded it is to be taken in the manner the chairperson may direct and $\left( c\right)$ the result of the a poll is deemed to be the resolution of the Meeting at which the poll was demanded.

$3.3$ Conduct of poll

• A poll demanded on the election of a chairperson or on a question of adjournment must be $(a)$ taken at the Mecting without adjournment. A poll demanded on any other question may be taken either immediately or at another time (not being more than 30 days from the date of the Meeting) and place as the chairperson may direct. No notice need be given of a poll not taken immediately.
• The demand for a poll does not prevent the Meeting continuing for the transaction of $(b)$ business except the question on which the poil has been demanded.

3.4 Number of votes

• On a show of hands, each Holder of Units who is present in person, by attorney, by proxy $(a)$ or by authorised representative has one vote.
• On a poll, each Holder of Units who is present in person, by attorney, by proxy or by $(b)$ authorised representative has one vote for every Unit of which the Holder is the registered holder.
• A Holder of Units entitled to more than one vote need not use all its votes or cast all the $\left($ c $\right)$ votes it uses in the same way.

$3.5$ No casting vote

The chairperson does not have a casting vote in addition to the chairperson's votes as Holder of Units, proxy, attorney or authorised representative.

$3.6$ Joint holders

In the case of joint Holders of Units, the vote of the joint Holder of Units first named in the Register voting whether in person, by proxy or by authorised representative is accepted to the exclusion of the votes of the other joint Holders of Units.

$3.7$ Resolutions

Subject to this deed and any Extraordinary Resolution, a resolution of the Holders of Units is carried if a majority of the votes cast on the resolution of Holders of Units is in favour of the resolution.

Trust deed | page 23

ť,

÷

医无子宫神经 医单体神经的

in 1991.
Prinsipalitan

$\mathbb{N}$

$\sim$ $\epsilon$

ii
Iili

医异体的 计数据

$4₁$ Proxies

$4.1$ Number of proxies

A Holder who is entitled to vote at a Meeting of Holders may appoint not more than two proxies to attend and vote at the Meeting on the Holder's behalf.

$4.2$ Instrument appointing proxy

The instrument appointing a proxy must be in writing and executed as follows:

• if the appointor is a corporation, under its common seal or signed by a duiy authorised $\left( 0\right)$ officer or attorney of the corporation; or
• in any other case, signed by the appointor or the appointor's attorney duly authorised in $(b)$ writing,

$4.3$ Proxy need not be Holder

A person appointed to act as a proxy need not be a Holder.

4.4 Return of proxies

• An instrument appointing a proxy and the power of attorney or other authority (if any) $\left( a\right)$ under which it is signed or a certified copy of the power or authority must be received at:
• the place specified by the Trustee in the notice of Meeting for the return of $\left($ proxies; or
• $(i)$ if a place is not specified for the return of proxies, at the registered office of the Trustee.
• Each instrument appointing a proxy must be received 48 hours before the time appointed $(b)$ for the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for taking of the poll) at which the person named in the instrument proposes to vote. An instrument appointing a proxy received in default of this clause must be treated as invalid.
• An instrument appointing a proxy is only valid twelve months after the date it is $\left( c\right)$ execution.

$4.5$ Form of proxy

• An instrument appointing a proxy may be in the usual common form or another form $\left($ a) approved by the Trustee.
• An instrument appointing a proxy is deemed to include the right to demand or join in $(b)$ demanding a poll.
• An instrument appointing of a proxy is also valid for any adjournment of the Meeting as $\left( c\right)$ for the Meeting to which it relates.
• An instrument appointing a proxy need not be witnessed. $(d)$

4.6 Validity of vote

Except where the Trustee has received at its registered office written notice of the matter before the start or resumption of the Meeting at which a proxy votes, a vote cast by a proxy is valid even if, before the proxy votes:

• $(a)$ the proxy's appointor dies;
• $(b)$ the proxy's appointor is mentally incapacitated;
• $\circ$ the instrument appointing the proxy is revoked;

Minter Ellison | Rof. THW
MEL5_331172_2 (W97)

• the authority under which the instrument appointing the proxy is revoked; or $(d)$
• $(e)$ the Units in respect of which the proxy was given are transferred.

5. Extraordinary resolution

The following may only be done by Extraordinary Resolution:

• any modification or compromise or any arrangement in respect of Holders' rights against $\left( 1\right)$ the Trustee; and
• any modification, alteration, cancellation, amendment or addition to this deed. $(b)$

6. Holders bound

A resolution passed at a Meeting duly convened and held in accordance with this Schedule binds each Holder whether the Holder was present at the Meeting and each Holder must give effect to the resolution.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

$# 29 / 59$

P.06/06

SCARLETT UNIT TRUST

Unit entitlements

Unit holder	Economic Unit entitlement	Voting Unit Entitlement
Bayeux Investment Pty Limited	5%	5.68%
Takeda Pty Limited	5%	5.68%
Buka Minerals Limited	10%	4.55%
John Singleton Promotions Pty Limited	10%	11.36%
Tamorer Pty Limited	5%	5.68%
M&T Carnegie Pty Limited	5%	5.68%
Avobone NV	10%	11.36%
Casthree Pry Limited	50%	50%

Bayeux Investments Pty Ltd ACN 102 746 252

This is Annexure "C" of 1 page referred to in form
604 Notice of change of interests of substantial holder.

19 d lug Director

$\textsf{MBLS}_\textsf{J48000}$ (W97)

$\frac{1}{2}$ . The continuous contract of $\mathcal{O}(\mathbb{R}^2)$

is is a $\ddot{\phantom{a}}$

ÿ.

$\frac{1}{2}$

$\frac{1}{2}$

$\frac{1}{2}$ $\mathcal{G}$

$\mathop{\mathbb{I}}\nolimits.$ $\overline{\phantom{a}}$ Ŷ,

计计算

$\cdot$ $\cdot^*_{\cdot}$ $\bar{z}$

14 经特征

604 GUIDE

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme		Iluka Resources Limited (Iluka)
ACN/ARSN	008 675 018
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	000 741 373	Buka Minerals Limited (Buka)
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated		17/6/2005 17/6/2005 17/6/2005

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) In when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	__ Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares (Shares)	13.605.427	5.8414%	16.885.470	7.2496%

3. Changes In relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change $(7)$	Class and number of securities affected	Person's votes affected
17/6/2005	Kolsen Ptv Ltd ACN 111 384 144 (Kolsen)	iOn-market lacquisitions of Shares by Kolsen. ISee also Annexure l"B" trust deed and lAnnexure "C" unit∶ lentitlements.	See Annexure "A" attached	3.280.043	3,280,043

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be realstered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
lBuka	Not applicable	(Not applicable	No relevant interest, but lassociate of all other lparties named in loaragraph 3 of Buka's notice of initial substantial holder dated 17 June 2005 I	Nil	ΝIΙ

ł, $\frac{1}{\epsilon}$

ğ,

the company of the company

t

$\frac{1}{2}$

ŀ

j

604 GUIDE page 1/1 13 March 2000

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

__ Name and ACN/ARSN (if applicable) ----	---- __ ---- -- Nature of association
Not applicable . ┳	. --- Not applicable __	---

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Kolsen	Level 45, 2 Park Street, Sydney, NSW 2000
IBuka	------ Level 45, 2 Park Street, Sydney, NSW 2000 .

Signature

Total		8,879,713.35 15,314,885.05	24,194,598.40
55	1,329.76	2,293.45	3,623.21
Brokerage		13,297.63 22,934.49	36,232.12
Amount	8,865,085.96	15,289,657.11	24,154,743.07
Purchase Price	,1896	7,4693
Shares No.of	1,233,043	2,047,000	3,280,043
Settlement Date of	21/06/2005	22/06/2005	I
frade - Date of	6/06/2005	7/06/2005

This is Annexure "A" of 1 page referred to in form 604 Notice of change of interests of substantial holder. Buka Minerals Limited ACN 000 741 373

$\bar{z}$

¹

MEL5_334838_1 (XLS)

$\begin{array}{c} 1 \ 1 \ 2 \end{array}$ $\ddot{\phantom{a}}$

$\begin{array}{cccccccccccccc} \downarrow & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & &$

医水平 医皮质 医骨骨髓 医无力的 医阿尔伯氏试验检肺炎

$1 of 1$

in the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the contr

$\frac{1}{\sqrt{2}}$ $\ddot{\cdot}$

$\ddot{\phantom{a}}$

Buka Minerals Limited ACN 000 741 373

This is Annexure "B" of 26 pages referred to in form 604 Notice of change of interests of substantial holder.

Trust deed

for the Scarlett Unit Trust

Director

Kolsen Pty Ltd ACN 111 384 144 (Trustee)

MinterEllison

L A W Y $E$ $R$ $S$

MEL5_331172_2 (W97)

i
Lista politica
Lista politica

计中间

$\frac{1}{2}$

1444年14月

Trust deed for the Scarlett Unit Trust

	Details	5
	Terms	6
1.	Defined terms & interpretation	6
1.1 1.2	Defined terms Interpretation	6
1.3	Headings	7 7
2.	Establishment	7
2.1 22 23 24	Unit trust Benefit of Trust Trustee Deed binding	7 7 7 7
3.	Duration of Trust	7
4.	Trust Property	7
4.1 4.2	Vesting Separate fund	7 7
5.	Trust Liabilities	7
6. 6.1 6.2 6.3 6.4	Units and Economic Units Rights of Holders Units identical No interference Economic Units	7 7 7 $\overline{7}$
7,	Applications	7
7.1 7.2 7.3 7.4 7.5	Application for Units Minimum investment Trustees may reject applications Issue of Units Funds not cleared	7 7 7 7 7 $\overline{7}$
8.	Valuations	7
8.1 8.2 8.3	Trustee's expertise Value of Trust Property Revaluation	7 7
9.	Net Asset Value	7 7
9.1 9.2	Calculation × Time of calculation	7
10.	Issue Price	7 7
11.	Redemptions not generally permitted	7

Minter Ellison | Ref; THW
MEL5_331172_2 (W97)

$\bar{\beta}$

$\overline{I}$ $\overline{7}$ $\overline{\textbf{7}}$ $\overline{7}$

$\overline{7}$

$\overline{\mathbf{z}}$

$\overline{7}$ $\bar{7}$ $\overline{\mathcal{L}}$ $\boldsymbol{7}$

÷

$\frac{1}{2} \left( \frac{1}{2} \right)$

Ŷ,

$\sigma_{\rm{min}}$ and an expected in

$\hat{\boldsymbol{\beta}}$

$\frac{1}{4\pi}$

医无性脓肿 医血管体 医血管静脉

12. Trustee's powers 12.1 Powers 12.2 Delegation by Trustee 13. Trustee's agents 14. Trustee's discretion 15. Indemnity 16. Register 16.1 Establish and maintain unit register 16.2 Notice of trust 16.3 Registered Holder is owner 17. Mortgage 17,1 Recording of mortgagee in Register 17.2 Payments to mortgagees 7 17.3 Transfer of mortgaged Units $\overline{I}$ 17.4 Trustee not have notice of mortgage or charge 18. Certificates for Units 19. Transfers of Units $\overline{7}$ 19.1 Transfer of Units or Economic Units 7 19,2 Manner of transfer 19.3 Transfer happens on registration 19.4 Trustee may not refuse to register 7 20. Death and insolvency 7 21. Termination 7 211 Trustee may terminate 7 21.2 Action on termination 7 213 Realisation of Trust Property 7 21.4 Distributable Income 7 22. Trustee's liabilities and responsibilities 7 22.1 Indemnities given to the Trustee 7 22.2 Limitations on liabilities 7 22.3 Limitation on responsibility for Costs 7 22.4 Trustee prevented from acting 7 22,5 Advice to the Trustee 7 22.6 Application to court 7 22.7 Interests of the Trustee 7 22.8 Contribution from others 7 22.9 Events beyond control of the Trustee 7 23, Trustee's fees 7 24. Outgoings 7 25. Recoveries 7 26. Distributions 7
		7
		7
		7
		7
		7
		$\overline{7}$
		7
		7
		$\overline{7}$
		7
		$\overline{\mathbf{7}}$
		$\overline{7}$

Minter Silison | Ref. THW
MELS_331172_2 (W97)

ï

Ť

$\frac{1}{\sqrt{2}}$ $\frac{1}{2}$

$\frac{1}{2}$

Ŷ,

$\bar{z}$

不可以再生的事情的事情。

$\frac{1}{\sqrt{2}}$

$\frac{1}{2}$ Ŷ, $\frac{1}{4}$ $\epsilon_{\rm eff}$

$\ddot{\cdot}$

Ŷ,

$\ddot{\phi}$

$\ddot{\mathrm{i}}$ $\ddot{\phi}$

$\bar{\psi}$

$\bar{z}$ Ŷ,

26.1 26.2 26.3	Cash distributions Distribution of Distributable Income Holders' interest in Distributable Income	$\overline{7}$ $\overline{7}$ $\overline{7}$
27,	Payments	7
28.	Accounts	7
29,	Auditor	7
30.	Meetings	7
30,1 30,2 30.3	Convening and conduct of Meetings Written resolutions Postal Ballot	7 7 7
31.	Trustee's retirement	7
31.1 31.2 31,3 31,4 31.5	Trustee may retire Trustee must retire Replacement Trustee Retiring Trustee must transfer Trust Property and records New Trustee	7 7 7 $\overline{7}$ 7
32.	Trustee's indemnity	7
33.	Liability of Holders	7
34.	No partnership or agency	7
35. 35.1 35.2 35.3 354 35.5 35.6 35.7 35.8 35.9	Notices and other communications Service of notices Effective on receipt Joint Holders Persons deriving title Document delivery Foreign Holders Certificate Signature Service abroad	7 7 7 7 7 7 7 7 7 7
36.	Amendments	7
36.1 36.2	Amendments by Trustee Extraordinary Resolution	7 7
37.	Governing law	7
	Schedule 1 - Meetings of Holders	7
	Signing page	7

$\bullet$

$\hat{\mathcal{A}}$

Minter Ellison | Ref; THW
MEL5_331172_2 (W97)

$\epsilon$

Š

f,

计可归结

ś

Å

$\frac{1}{44}$

1. 计可靠性

$\vec{P}$ $\cdot$ t) ÷

Ï H

Details

Date

14 June 2005

Party

Name Short form name Notice details

Kolsen Pty Ltd ACN 111 384 144 Trustee

Facsimile Attention

Background

The Trust was constituted a unit trust according to the terms of this deed at 9am on 14 June 2005 on the issue of Units and receipt by the Trustee of \$10 from the initial unitholder.

Minter Ellison | Ref. THW
MEL5_331172_2 (W97)

1、2、2、2、2、2、2、2、2、2、2、2、2、2、2、2、2、2、2、2

$\frac{1}{2}$

计算机 电电子记录

$\frac{1}{2}$

$\frac{1}{2}$

$\begin{minipage}{0.5\linewidth} \begin{tabular}{l} \multicolumn{2}{c}{\textbf{1.5}} \end{tabular} \end{minipage} \begin{minipage}{0.5\linewidth} \begin{tabular}{l} \multicolumn{2}{c}{\textbf{2.5}} \end{tabular} \end{minipage} \end{minipage} \begin{minipage}{0.5\linewidth} \begin{tabular}{l} \multicolumn{2}{c}{\textbf{2.5}} \end{tabular} \end{minipage} \end{minipage} \begin{minipage}{0.5\linewidth} \begin{tabular}{l} \multicolumn{2}{c}{\textbf{2.5}} \end{tabular} \end{minipage} \end$

Terms

1. Defined terms & interpretation

$1.1$ Defined terms

In this deed:

Business Day means:

• for receiving a notice under clause 35, a day that is not a Saturday, Sunday, public holiday $\bf{2)}$ or bank holiday in the place where the notice is sent;
• for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday $(b)$ in Victoria, Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Cost includes a cost, charge, fee, expense, commission, liability, loss, damage and tax and all amounts payable in respect of any of them or like payments.

Distributable Income means the net income of the Trust determined for purposes of section 95 of the Tax Act.

Extraordinary Resolution means a resolution passed at a meeting of Holders duly convened and held in accordance with Schedule 1 and carried by a majority consisting of the Holders of Units representing not less than 75% of the votes cast at the meeting on the resolution.

Economic Unit means a unit which confer on its Holder an undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities but not a voting entitlement.

GST means any taxes in the nature of goods and services, supply or valued added taxes (by whatever name called) and whether imposed by an Australian or other legislature.

Holder means a holder of a Unit or Units or Economic Unit.

Issue Price means the price at which a Unit or Economic Unit is created and issued by the Trustee.

Meeting means a meeting of Holders.

Net Asset Value means the net asset value of the Trust calculated under clause 9.

Register means the unit register established under clause 16.

Special Trustee has the meaning given to it in the Duties Act 1997 (NSW).

Tax Act means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, or both of them.

Taxes means all income, capital gains, recoupment, debits, land, sales, payroll, fringe benefits, group, profit, interest, property, undistributed profits, withholding and other taxes, stamp, documentary, financial institutions, registration and other duties, municipal rates, and all other imposts, deductions and charges, related interest, penalties, charges, fees or other amounts assessed, charged, assessable or chargeable by or payable to any national, state or municipal taxation authority.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust means Scarlett Unit Trust.

Trustee means the trustee of the Trust from time to time.

Trust Liabilities includes borrowings, unpaid costs, charges, expenses, outgoings and fees, contingent liabilities, provisions the Trustee decides to make and unpaid amounts due and payable to Holders and unpaid amounts due to the Trustee.

Trust Property means all property, rights and income of the Trust.

Trust Year means a year or other period in relation to which taxable income of the Trust for purposes of the Tax Act must be determined.

Unit means a unit in the Trust which has a voting right.

$1.2$ Interpretation

In this deed, except where the context otherwise requires:

• $\left( a\right)$ the singular includes the plural and vice versa, and a gender includes other genders;
• $(b)$ another grammatical form of a defined word or expression has a corresponding meaning;
• $(c)$ a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this deed, and a reference to this deed includes any schedule or annexure;
• a reference to a document or instrument includes the document or instrument as novated, $\mathbf{d}$ altered, supplemented or replaced from time to time;
• $(e)$ a reference to A\$, \$A, dollar or \$ is to Australian currency;
• $(f)$ a reference to time is to Victoria, Australia time;
• a reference to a party is to a party to this deed, and a reference to a party to a document $\omega$ includes the party's executors, administrators, successors and permitted assigns and substitutes;
• a reference to a person includes a natural person, partnership, body corporate, association, $(h)$ governmental or local authority or agency or other entity;
• $\left( i\right)$ a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of auy of thom;
• a word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to $(i)$ it in the Corporations Act 2001 (Cth);
• the meaning of general words is not limited by specific examples introduced by including, $(k)$ for example or similar expressions;
• $\langle$ a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this deed or any part of it; and
• $(m)$ if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

$13$ Headings

Headings are for ease of reference only and do not affect interpretation.

Minter Ellison | Ref: THW
MEL6_031172_2 (Wa7)

Trust deed | page 7

ţ,

i i
M

÷

计时序

$\frac{1}{2}$ .

$2.$ Establishment

$2.1$ Unit trust

By this deed the Trustee constitutes a unit trust called the Scarlett Unit Trust. The beneficial interest in the Trust is divided into Units and Economic Units.

$2.2$ Benefit of Trust

The Trust is constituted for the benefit of persons who, by subscription or otherwise in accordance with this deed to become Holders.

2.3 Trustee

The Trustee is trustee of the Trust.

$2.4$ Deed binding

This deed is binding upon the Holders and the Trustee.

3. Duration of Trust

The Trust begins on the date of this deed and subject to this deed ends 80 years (less one day) after that date.

Trust Property 4.

$4.1$ Vesting

The Trust Property vests in the Trustee on trust for the Holders on the terms of this deed.

$4.2$ Separate fund

The Trustee must hold all Trust Property as a separate fund not available to meet liabilities of another trust.

$5₁$ Trust Liabilities

Trust Liabilities of the Trust must be determined as far as practicable in accordance with generally accepted accounting principles and applicable accounting standards.

6. Units and Economic Units

$6,1$ Rights of Holders

Only Economic Units confer on their Holders undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities. A Holder has no interest in any asset or part of any asset of the Trust. A Holder is not entitled to call for or assert an interest in any part of the Trust Property.

6.2 Units identical

The Trustee may issue Units or Economic Units in the Trust. All Units and Economic Units have interests and rights, and are subject to conditions, identical to those of all other Units or Economic Units as the case may be.

Minter Etason | Ref: THW
MEL5_331172_2 (W97)

4

$\frac{1}{2}$ $\ddot{\phantom{a}}$ $\frac{1}{3}$ 4

1. 计非常值

÷, þ J)

$\begin{bmatrix} 1 \ 2 \end{bmatrix}$

6.3 No interference

A Holder may neither interfere with, nor exercise rights or powers of, the Trustee in respect of any Trust Property, Trust Liability or obligation and has no right to lodge any caveat affecting the Trust Property.

$6,4$ Economic Units

Despite anything else contained in this deed, Economic Units shall not confer any voting rights.

$7₁$ Applications

$7.1$ Application for Units

A person intending to subscribe for Units must give the Trustee an application in a form and manner approved by the Trustee and pay the Issue Price to the Trustee by way of subscription for Units or Economic Units as the case may be.

7.2 Minimum investment

Except where the Trustee otherwise agrees, the amount subscribed must exceed a minimum amount (if any) that the Trustee from time to time determines for the Trust.

$7.3$ Trustees may reject applications

The Trustee may reject an application for Units or Economic Units without giving any reason.

$7.4$ Issue of Units

All Units or Economic Units must be issued on or after the day immediately following the closing date (if any) for receipt of applications for Units or Economic Units or otherwise when the amount subscribed is transferred to the Trust or otherwise as the Trustee decides.

$7.5$ Funds not cleared

Units or Economic Units paid for by uncleared funds which are not subsequently cleared, are void,

8. Valuations

8.1 Trustee's expertise

The Trustee is not to be regarded as having any special expertise in valuation.

8.2 Value of Trust Property

The value of any Trust Property is its fair market value determined in accordance with generally accepted Australian accounting principles and applicable accounting standards. Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at those rates quoted by a bank or other financial institution nominated by the Trustee.

8.3 Revaluation

The Trustee may cause an item of Trust Property to be revalued whenever it thinks fit.

医心室 医血管切除术

à.

$\frac{1}{4}$

٠,

ł.

$\frac{1}{2}$

Ħ

9. Net Asset Value

$9.1$ Calculation

The Net Asset Value is the total value of Trust Property less Trust Liabilities determined in accordance with generally accepted Australian accounting principles and applicable accounting standards in force for the year ended 21 December 2004..

$9.2$ Time of calculation

The Trustee may calculate the Net Asset Value at any time on the basis of the most recent valuation of each item of Trust Property and determination of Trust Liabilities, as at that time. The Trustee may calculate the Net Asset value more than once a day,

10. Issue Price

The Issue Price is \$1 for all initial Units issued, and for all Units issued subsequently, is the amount determined by the Trustee.

11. Redemptions not generally permitted

A Holder has no right to require the Trustee to redeem Units or Economic Units, unless Holders of Units at a Meeting pass a Extraordinary Resolution in favour of the redemption.

Trustee's powers $12.$

$12.1$ Powers

Subject to this deed, the Trustee has:

• afl the powers in relation to the Trust, Trust Property and Trust Liabilities, that it is legally $(a)$ possible for a natural person, trustee or corporation to have in Australia and overseas; and
• $(b)$ all the powers incidental to ownership of the Trust Property,

including the power to invest in real or personal property of any nature, anywhere in the world and to borrow, raise money and incur liabilities and obligations of any kind, to take and provide security and as if it were the absolute and beneficial owner of all Trust Property.

12.2 Delegation by Trustee

The Trustee, by power of attorney or otherwise, may authorise one or more persons (whether or not related to or associated with the Trustee) to do anything that the Trustee may lawfully delegate, including acting as custodian, holding the Trust Property and executing documents on its behalt.

13. Trustee's agents

The Trustee may, as it sees fit, in connection with performance of its duties as Trustee, engage any advisers, agents, brokers, contractors, custodians, investment managers, underwriters or other persons (whether or not related to or associated with the Trustee).

$\begin{array}{c}\n1 \
1 \
3\n\end{array}$

$14.$ Trustee's discretion

Subject to this deed, the Trustee may determine whether to exercise and the manner, mode and time of exercise of its powers in its absolute discretion.

$15.$ Indemnity

To the maximum extent permitted from time to time by the law, the Trustee is entitled to be indemnified out of the Trust Property for any liability incurred by it in performing any of its duties or exercising any of its powers or omitting to act, in relation to the Trust, or attempting to do so. The Trustee is not required to do anything for which it does not have a full right of indemnity out of Trust Property available for that purpose or in relation to which it is not satisfied that its liability is limited in a manner that is satisfactory to it. Any indemnity to which the Trustee is entitled under this deed is in addition to any indemnity allowed by law and is subject to clause 22.

16. Register

16.1 Establish and maintain unit register

The Trustee must initially establish and keep a unit register in Victoria and may change the location of the Register to a location determined by the Trustee from time to time in its absolute discretion.

16.2 Notice of trust

The Trustee need not enter notice of any trust on the Register.

16.3 Registered Holder is owner

The Trustee may treat the registered Holder as the absolute owner of Units or Economic Units registered in that Holder's name and is not bound to take notice of any trust or equity affecting any Unit or Economic Unit. Entry on the Register is conclusive evidence of a Holder's title to Units or Economic Units

$17.$ Mortgage

17.1 Recording of mortgagee in Register

On the Holder's written request, the Trustee may at its absolute discretion record a mortgagee (sole or joint) of Units or Economic Units in the Register and on the mortgagee's written request may delete that record.

17.2 Payments to mortgagees

Redemption proceeds of Units or Economic Units, capital distributions (not representing part of Distributable Income) and distributions after termination of the Trust must be paid to the recorded mortgagee of the Units or Economic Units in the Register.

17.3 Transfer of mortgaged Units

Any transfer of Units or Economic Units is subject to any existing mortgagee record so that Units or Economic Units in respect of which a mortgagee is recorded on the Register may only be transferred with the written consent of the mortgagee.

ł

à.

÷

ò, $\frac{1}{2}$

$\frac{1}{2}$

ä

$\bar{z}$

it products.

ţ.

ij

17.4 Trustee not have notice of mortgage or charge

The Trustee is not taken to have notice of the terms of any mortgage or charge and has no liability to a mortgagee in connection with recording of mortgages.

18. Certificates for Units

Certificates must be issued for Units and Economic Units. The Trustee at any time may send a Holder details of Units and Economic Units held by, Unit and Economic Unit transactions of, or distributions to, the Holder.

19. Transfers of Units

19.1 Transfer of Units or Economic Units

Holders may only transfer Units or Economic Units with the written consent of the Trustee.

19.2 Manner of transfer

A transfer of Units or Economic Units must be made in the manner prescribed by the Trustee from time to time.

19.3 Transfer happens on registration

A transfer of Units or Economic Units takes effect only upon registration in the Register.

19.4 Trustee may not refuse to register

The Trustee may not refuse to register a transfer of Units made in accordance with the Unitholders Deed.

20. I Death and insolvency

The Trustee only recognises surviving joint Holders, the legal personal representatives of a deceased Holder and the person legally entitled to Units or Economic Units consequent on bankruptcy or liquidation, respectively, as having rights or title to the Units or Economic Units in those circumstances.

$21.$ Termination

21.1 Trustee may terminate

The Trustee at any time may terminate the Trust by not less than four weeks prior written notice to the Holders.

21.2 Action on termination

On termination of the Trust, the Trustee must:

• $(a)$ realise all Trust Property;
• $(b)$ pay, discharge or provide for all Trust Liabilities; and
• distribute the net proceeds among Holders pro rata to the number of Economic Units held. $(c)$

21.3 Realisation of Trust Property

The Trustee may postpone realisation of Trust Property and is not responsible for any resulting loss unless caused by the Trustee's neglect, wilful default or breach of trust.

ř

ł

计打印

¢

$\frac{1}{2}$

Î,

ţ.

$\bar{z}$

21.4 Distributable Income

Nothing in this clause affects the entitlements of Holders to receive Distributable Income. The Trustee may make partial distributions.

Trustee's liabilities and responsibilities 22.

22.1 Indemnities given to the Trustee

This clause 22 does not limit or affect any other indemnities given to the Trustse in this deed or by law.

22.2 Limitations on liabilities

Except to the extent of the Trustee's breach of trust, fraud or negligence:

• the Trustee and each director and officer of the Trustee are not personally liable to a $(a)$ Holder or another person in connection with the office of the Trustee or director or officer of the Trustee:
• $(b)$ the Trustee is not liable to a Holder to a greater extent than the extent to which it is entitled to be and is in fact indemnified out of the Trust Property actually vested in the Trustee in respect of the Trust; and
• $\left($ c) the Trustee is not responsible for acting upon:
• a resolution purporting to have been passed at a meeting of Holders at which $\langle i \rangle$ minutes were made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for another reason the resolution was not valid or binding upon any of those Holders whom it purports to bind or the Trustee; or
• $(i)$ direction or instruction given by the Holders. The Trustee acting upon a direction or instruction given by the Holders does not of itself amount to a breach of duty or breach of trust or in any way affect the Trustee's right to be indemnified out of the Trust Property, whether under this deed or otherwise.

22.3 Limitation on responsibility for Costs

The Trustee is not responsible for any Cost incurred:

• by fraud, negligence, breach of duty or breach of trust or otherwise, by any agent, $(a)$ delegate, attorney or custodian and any of their agents or delegates;
• by relying on any notice, resolution, information, document, form or list unless it $(b)$ reasonably believes the item not to be genuine or not to have been passed, executed or signed by the proper parties; or
• if a person fails to carry out an agreement with the Trustee or an agent or a delegate of the $(c)$ Trustee,

except to the extent of the Trustee's breach of trust, fraud or nogligence.

22.4 Trustee prevented from acting

The Trustee is not liable to anyone in respect of any failure to perform or do any act or thing which by reason of:

a provision of any present or future law or statute of Australia, or state or territory of $(a)$ Australia; or

Minler Ellison | Ref: THW
MELS_331172_2 (W97)

$(b)$ any decree, order or judgement of a competent court,

the Trustee is prevented, forbidden or hindered from doing or performing.

22.5 Advice to the Trustee

The Trustee may take and act upon:

• the opinion or advice of counsel or solicitors instructed by the Trustee in relation to the $(a)$ interpretation of this deed or another document (whether statutory or otherwise) or generally as to the administration of the Trust or another matter in connection with the Trust, and
• the opinion, advice, statements or information from any bankers, accountants, auditors, $(b)$ valuers, architects, engineers and other persons consulted by the Trustee who are in each case believed by the Trustee in good faith to be expert in relation to the matters upon which they are consulted,

and the Trustee is not liable for anything done, suffered or omitted by it in good faith in reliance upon that opinion, advice, statements or information.

22.6 Application to court

Nothing in this clause 22 prohibits or impedes the Trustee from applying to any court if the Trustee thinks fit.

22.7 Interests of the Trustee

The Trustee or an officer or employee or associate of the Trustce may:

• $(a)$ be a Holder;
• act in any capacity including without limitation as a representative, delegate or agent of $(b)$ the Trustee or a Holder;
• have an interest in or enter into a contract or transaction with: $\left( c\right)$
• $\mathbf{u}$ the Trustee or an associate of the Trustee;
• $(ii)$ a Holder; or
• $(iii)$ another person, including one whose shares or other securities form Trust Property; or
• $(iv)$ hold or deal in or have another interest in Trust Property,

and may retain and is not required to account for a benefit derived by doing so.

22.8 Contribution from others

If a person makes a claim for contractual damages against the Trustee or a Holder, the Trustee or the Holder (as the case may bc) may claim contribution or apportionment in respect of that loss or those damages from a person who has contributed to that loss or those damages.

$22.9$ Events beyond control of the Trustee

The Trustee is not liable for any delay or failure to perform its obligations under this deed to the extent that the delay or failure arises from an event or circumstance that is beyond the control of the Trustee and could not have been prevented, remedied or overcome by the exercise of reasonable care or the taking of reasonable precautions.

Minter Ellison | Rof. THW

Trust dood | page 14

ċ

$\frac{1}{2}$

$\bar{\gamma}_i$

f)

÷

23. Trustee's fees

The Trustee is catitled to receive fees under any agreement with the Holders or another person in respect of its services in relation to the Trust.

$24₁$ Outgoings

All costs, charges, expenses and outgoings reasonably and properly incurred by the Trustee in connection with the following matters or of the following nature in relation to the Trust are payable or reimbursable out of Trust Property:

• $\alpha$ preparation, approval, stamping, execution and printing of this deed and any deed amending this deed;
• $(b)$ retirement, removal and appointment of a Trustee;
• institution, prosecution, defence and compromise of any court proceedings, arbitration or $(c)$ dispute resolution proceedings in relation to this deed or the Trust (but the Trustee must repay to the Trust, and is not entitled to be reimbursed for, an amount of outgoings in connection with proceedings to the extent it is found by a court to be liable for its own negligence, fraud, breach of trust or breach of duty);
• convening and holding a meeting of Holders and implementing a resolution of the $(d)$ meeting;
• bank fees, interest, discount and acceptance fees for bill facilities, all borrowing costs and $(e)$ like amounts;
• $\left( f\right)$ Taxes.
• $\left( g\right)$ any actual or proposed investment, acquisition, realisation, valuation, maintenance, alteration, improvement, enhancement, receipt, collection or distribution of the Trust Property,
• $(h)$ fees payable to a person authorised by the Trustee to hold Trust Property;
• establishing and maintaining the Register, the Trust accounting system and records and $\omega$ the investment register (including, without limitation, operation and development of computer facilities, both software and hardware, salaries and on costs);
• $\left( \cdot \right)$ fees payable to a regulatory authority;
• $(k)$ preparing, printing and posting accounts, cheques and documents, or making payments, to Holders;
• any offer or invitation in respect of Units or Economic Units, including preparation, $\left(1\right)$ lodgement, registration, distribution and promotion of Trust prospectuses or information memoranda;
• amounts payable to administrators, advisers, agents, brokers, contractors, custodians, $(m)$ investment managers, statutory supervisors, underwriters or other persons engaged by the Trustee under this deed including legal costs on a full indemnity basis and including overheads and other costs payable to rolated companies for staff, equipment and leased premises;
• $(n)$ fees incurred by an auditor of the Trust;
• preparing and lodgement of Trust taxation or other returns; $\circ$

Minter Elison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 15

$\vdots$

i.
Pr

$\frac{1}{2}$

计时序

Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of t

• $(p)$ termination of the Trust;
• $(q)$ entering the Trust in a survey;
• $(r)$ fees payable to a ratings organisation;
• performance of the Trustee's duties, exercise of the Trustee's rights or powers, compliance $(s)$ with the law or administration of the Trust;
• fees payable to a securities system authorised by the Trustee to hold Trust Property; $(t)$
• $(u)$ dealing with applications for and determining the Issue Price of Units; and
• an amount equal to any GST which the Trustee may be liable to pay in connection with $(v)$ any supply or other act or omission on the part of the Trustee in connection with the Trust except where and to the extent that the GST liability of the Trustee is already accounted for in the arrangements governing the relevant supply or act or omission.

25. Recoveries

Each Holder is liable for all Taxes and costs in relation to that Holder's entitlement to, or payment of, income or capital to, or any act requested by, that Holder and for unpaid amounts and all expenses payable by them to the Trustee or Trust under this deed. The Trustee may (but is not obliged to);

• deduct reimbursable expenses from the Holder's Distributable Income in accordance with $(2)$ this deed:
• withhold payment of any money payable to a Holder until the liability is discharged; or $(b)$
• recover the amount payable by the Holder from any money or property held for, or $\left( c\right)$ distribution or other amount payable to, the Holder, including by redeeming or causing buy-back of Units of the Holders,

in order to meet the liability or to be reimbursed for a liability which it has already met.

26. Distributions

26.1 Cash distributions

The Trustee may at any time elect that any amount (capital or income) of the Trust be distributed to Holders pro rata to the number of Economic Units held in the Trust as at a time determined by the Trustee, provided that only cash is distributed.

26.2 Distribution of Distributable Income

Within two months after the end of each Trust Year, the Trustee must distribute any undistributed share of Distributable Income to which any Holder is entitled.

26.3 Holders' interest in Distributable Income

Each Holder is presently entitled as at the end of each Trust Year to a share of Distributable Income for that Trust Year, if any, which has not previously been distributed, in the proportion of the number of Economic Units held to the aggregate of all Economic Units then on issue on the Trust. Each Holder has a vested and indefeasible interest in all amounts of Distributable Income to which that Holder becomes entitled in accordance with the operation of this clause.

Trust deed | page 16

á

$\frac{1}{2}$

$\begin{array}{l} 1 \ 2 \ 3 \ 4 \end{array}$

ţ. $\frac{1}{\sqrt{2}}$

计时间

$\frac{1}{2}$

$\bar{1}$

27. Payments

The obligations of the Trustee are fully discharged in respect of any money payable to a Holder that is deposited into an account with a bank or other financial institution nominated by the Holder and approved by the Trustee or, if the Trustee agrees, paid by cheque (which the Trustee must prepare) posted to the Holder, or (if the Trustee agrees) applied in another manner as the Holder directs the Trustee.

28. Accounts

Accounts for the Trust must be prepared in accordance with generally accepted Australian accounting principles and applicable accounting standards. The Trustce must keep the accounts of the Trust. The Trust's fiscal year ends on 30 June.

29. Auditor

The Trustee must appoint and may at any time replace as Trust auditor a registered company auditor, or a firm of chartered accountants of which at least one partner is a registered company auditor.

30. Meetings

30.1 Convening and conduct of Meetings

The Trustee may call a Meeting in the manner provided in Schedule 1 and the Meeting must be conducted in accordance with Schedule 1.

30.2 Written resolutions

A resolution is passed without a Meeting if all the Holders entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Holders if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Holder signs. The passage of the resolution satisfies any requirement under this deed or the law (if any) that the resolution be passed at a Meeting.

30.3 Postal Ballot

A Meeting may be conducted by postal ballot in accordance with those arrangements as the Trustee decides replicate as closely as may be practicable, the provisions of this deed with respect to Meetings.

31. Trustee's retirement

31.1 Trustee may retire

Subject to the law, the Trustee may retire from the Trust by giving at least 1 months notice to the Holders.

31.2 Trustee must retire

Subject to the law, the Trustee must retire from the Trust immediately if:

• a receiver is appointed in respect of all or any part of the Trustee's business or assets; $\left( 1\right)$
• $\left( \mathbf{b}\right)$ the Trustee becomes insolvent or goes into liquidation; or

Minter Etlison | Ref. THW
MELS_331172_2 (W97)

ă.

Ŷ,

$\frac{1}{2}$

$\frac{1}{3}$

$\hat{\boldsymbol{\cdot} }$

f british

$\left( c\right)$ Holders of Units at a Meeting pass a Extraordinary Resolution that the Trustee must retire.

31.3 Replacement Trustee

A retiring Trustee must within one month after giving notice or being required to retire, appoint a replacement Trustee, otherwise the Holders by Extraordinary Resolution may do so.

31.4 Retiring Trustee must transfer Trust Property and records

A retiring Trustee must transfer all Trust Property and records of the Trust to the new Trustee at the cost of the Trust.

31.5 New Trustee

The new Trustee must not be a Holder and cannot at any time after appointment become a Holder unless the new Trustee is a Special Trustee. This sub-clause cannot be modified or deleted.

32. Trustee's indemnity

To the extent permitted by law (and in no way limiting or purporting to exclude, or reduce liability under law in particular), on retirement or removal, the Trustee is entitled:

• to a complete release from all obligations in relation to the Trust which arise after its $\left( a\right)$ retirement or removal; and
• to be indemnified out of Trust Property against any claims arising out of its conduct as $(b)$ Trustee except claims in respect of neglect, default or breach of trust by the Trustee and without limiting liability of the Trustee to the Holders.

Liability of Holders $33₁$

• The liability of a Holder in their capacity as such is limited to: $(a)$
• any liability to pay the amount (if any) of the Issue Price that is for the time being $(i)$ unpaid on the Units or Economic Units held by that Holder; and
• $(ii)$ any liability expressly imposed on that Holder under this deed or under any separate agreement between that Holder and the Trustee,

a distribution or payment of capital does not create or increase any unpaid amount of the Issue Price of Units.

• $(b)$ Subject to clause 33 (a)(ii), a Holder need not:
• indemnify the Trustee if there is a deficiency in the Trust Property as compared $\left($ i) with the liabilities to be met from the Trust Property; or
• $(ii)$ meet the claim of any creditor of the Trustee in respect of the Trust,

and recourse of the Trust and Trust creditors is limited to Trust Property.

34. No partnership or agency

Nothing contained or implied in this deed creates or constitutes, or is deemed to create or constitute, a partnership or agency relationship between the Trustee and a Holder.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

35. Notices and other communications

35.1 Service of notices

A notice, demand, consent, approval or communication under this deed (Notice) must be:

• $(a)$ in writing, in English and signed by a person duly authorised by the sender; and
• $(b)$ hand delivered or sent by prepaid post or facsimile to:
• for the Trustee, the address for Notices specified in the Details, as varied by any $\left( i\right)$ Notice given by the Trustee; and
• $(i)$ for a Holder or joint Holders, the address of the Holder, or of the first named of joint Holders, shown in the Register.

35.2 Effective on receipt

A Notice given in accordance with clause 35.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

• $\left( \cdot \right)$ if hand delivered, on delivery;
• if sent by prepaid post, on the second Business Day after the date of posting (or on the $(b)$ seventh Business Day after the date of posting if posted to or from a place outside Australia);
• if sent by facsimile, when the sender's facsimile system generates a message confirming $\circ$ successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

35.3 Joint Holders

A notice may be given by the Trustee to joint Holders by giving the notice to the joint Holder whose name appears first in the Register.

35.4 Persons deriving title

A person entitled to a Unit or Economic Unit by operation of law and who is not registered as the Holder of the Unit or Economic Unit is taken to receive any notice scrved in accordance with this clause on the person from whom it derives its title.

35.5 Document delivery

A Unit or Economic Unit certificate, cheque, warrant or other document may be delivered by the Trustee either personally or by sending it:

• in the case of a Holder who does not have a registered address in Australia, by prepaid $(a)$ airmail post; and
• $(b)$ in any other case, by prepaid ordinary post,

and is at the risk of the addressee as soon as it is given or posted.

35.6 Foreign Holders

A Holder whose registered address is not in Australia may specify in writing an address in Australia as the Holder's registered address for the purposes of this clause 35.

Trust deed | page 19

$\epsilon$

Ï

35.7 Certificate

A certificate in writing signed by a director, secretary or other officer of the Trustee that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.

35.8 Signature

The signature to a Notice given by the Trustee may be written or printed.

35.9 Service abroad

All Notices sent by post outside Australia must be sent by prepaid airmail post.

36. Amendments

36.1 Amendments by Trustee

The Trustee may by supplemental deed, modify, add to or delete from, this deed, but may not:

• if the modification, addition or deletion is likely to confer a benefit on the Trustee or any $(a)$ of the Trustee's related bodies corporate, officers or employees;
• $(b)$ if expressly prohibited from doing so under this deed; or
• if the modification, addition or deletion is likely to have a material adverse effect on the $(c)$ interests of Holders.

36.2 Extraordinary Resolution

The Trustee may make any amendment to this deed approved by Extraordinary Resolution.

37. Governing law

This deed is governed by the law of Victorial

$\bar{z}$

⊣

Schedule 1- Meetings of Holders

1. Notice

$1.1$ Calling of Meetings

• $(a)$ The Trustee may at any time call and arrange a Meeting.
• The Trustee must call and arrange a Meeting at the written request of Holders with 10% of $(b)$ the issued Units.

$1.2$ Period of notice

The Trustee must give Holders 21 days notice of a Meeting or such lesser time as agreed to in writing by Holders of at least 95% of the Units on issue. In calculating the period of notice, both the day on which the notice is given (or taken to be given) and the day of the Meeting (of which notice is being given), are excluded.

$1.3$ Contents of notice

The notice of Meeting must specify:

• $(a)$ the place, date and time of the Meeting;
• $(b)$ the general nature of the business to be transacted; and
• for any Extraordinary Resolution proposed, the precise terms of the proposed resolution. $(c)$

A copy of the notice must be sent to the Trustee except if the Trustee calls and arranges the Meeting.

$1.4$ Omission to give notice

Accidental omission to give notice to, or the non-receipt of notice by, a Holder does not invalidate the Meeting nor any resolution passed at a Meeting.

Proceedings at Meeting $2.$

$2.1$ Quorum

The quorum for a Meeting is 4 Holders present in person, by attorney or by proxy, or if a Holder is a corporation by proxy, by attorney or by duly authorised representative. Business cannot be transacted at a Meeting if a quorum of Holders is not present at the commencement of business.

$2.2$ No quorum

• $\left( a\right)$ Subject to clause 2.2(c) of this Schedule, if a quorum is not present within 30 minutes after the time appointed for a Meeting, the Meeting stands adjourned to the same time and place five Business Days after the appointed Meeting or at another place and time agreed by all Holders of Units present at the Meeting.
• At an adjourned Meeting, the Holders of Units present and entitled to vote whatever the $(b)$ number of the Units held by them is a quorum for the transaction of business including the passing of Extraordinary Resolutions.

Minter Ellison | Ref. THW
MELS_331172_2 (W97)

Trust doed | page 21

$\cdot$

Ä

$\begin{aligned} \frac{1}{2} \frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{$

$\frac{1}{2}$

$\label{eq:2.1} \begin{aligned} \mathcal{L}{\mathcal{A}}^{\mathcal{A}} & = \mathcal{L}{\mathcal{A}}^{\mathcal{A}} \times \mathcal{L}{\mathcal{A}}^{\mathcal{A}} \mathcal{L}{\mathcal{A}}^{\mathcal{A}} \mathcal{L}{\mathcal{A}}^{\mathcal{A}} + \mathcal{L}{\mathcal{A}}^{\mathcal{A}} \mathcal{L}_{\mathcal{A}}^{\mathcal{A}} \end{aligned}$

İ

If a Meeting is called and arranged at the request of Holders of Units and a quorum is not $\left( c\right)$ present within 30 minutes after the time appointed for the Meeting, the Meeting is dissolved.

2.3 Chairperson

• The chairperson of each Meeting is the chairperson (or in the chairperson's absence the $(a)$ deputy chairperson) of directors' meetings of the Trustee.
• Those of the Trustee's directors present may elect a chairperson of a Meeting, if: $(b)$
• $(i)$ there is no chairperson or deputy chairperson of meetings of the Trustee's directors:
• the chairperson and deputy chairperson of meetings of Trustee's directors do not $(i)$ want to act as chairperson of the Meeting; or
• the chairperson of the Meeting is not present within 15 minutes after the time $(iii)$ appointed for the Meeting.
• $(c)$ If a chairperson of a Meeting is not elected under clause 2.3(b), then:
• the Holders of Units may elect one of the Trustee's directors present as $(i)$ chairperson; or
• if a director of the Trustee is not present or does not want to take the chair, the $(ii)$ Holders of Units may elect one of the Holders of Units present as chairperson.
• If there is a dispute at a Meeting about a question of procedure, the chairperson may $(d)$ determine the question.

$2.4$ Adjournment

• The chairperson of a Meeting may with the consent of a Meeting at which a quorum is $(a)$ present, adjourn the Meeting to another place and time.
• $(b)$ The chairperson of a Meeting must adjourn the Meeting to another place and time if directed by the Meeting so resolving on a poll.
• Only business that may lawfully have been transacted at the Meeting from which the $\left( \circ \right)$ adjournment took place, may be transacted at the adjourned Meeting.
• If a Meeting has been adjourned for more than 21 days, three days written notice of the $(d)$ adjourned Meeting must be given to the Holders. In calculating the period of notice, both the day on which the notice is served (or taken to be served) and the day of the adjourned Meeting (of which notice is being given) must be given to Holders.

2.5 Minutes

Minutes of a Meeting signed by the chairperson are conclusive evidence of the proceedings of the Meeting.

$3 -$ Voting

$3.1$ Show of hands

• A resolution put to the vote of a Meeting must be decided on a show of hands of Holders $(a)$ of Units except if a poll is demanded.
• If a poll is not demanded a declaration by the chairperson that a resolution has been $(b)$ carried (unanimously or by a particular majority) or lost is conclusive evidence of the fact

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

$\frac{1}{2}$

$\ddot{\cdot}$

þ

i.
F

Î,

$\ddot{\phantom{a}}$

$\frac{1}{2}$

$\gamma$

2010年11月

经过生产

d

without proof of the number or proportion of the votes recorded in favour of or against the resolution.

$3.2$ Poll

• $(a)$ A poll may only be demanded by:
• $(i)$ the chairperson; or
• in writing by one or more Holders of Units present in person, by proxy or by $(ii)$ authorised representative and holding or representing 5% of the issued Units.
• $(b)$ A poll may only be demanded before or on the declaration of the result of the show of hands.
• If a poll is duly demanded it is to be taken in the manner the chairperson may direct and $\left( c\right)$ the result of the a poll is deemed to be the resolution of the Meeting at which the poll was demanded.

$3.3$ Conduct of poll

• A poll demanded on the election of a chairperson or on a question of adjournment must be $(a)$ taken at the Meeting without adjournment. A poll demanded on any other question may be taken either immediately or at another time (not being more than 30 days from the date of the Meeting) and place as the chairperson may direct. No notice need be given of a poll not taken immediately.
• $(b)$ The demand for a poll does not prevent the Meeting continuing for the transaction of business except the question on which the poil has been demanded.

$3,4$ Number of votes

• On a show of hands, each Holder of Units who is present in person, by attorney, by proxy $\left( a\right)$ or by authorised representative bas one vote.
• On a poll, each Holder of Units who is present in person, by attorney, by proxy or by $(b)$ authorised representative has one vote for every Unit of which the Holder is the registered holder.
• A Holder of Units entitled to more than one vote need not use all its votes or cast all the $\circ$ votes it uses in the same way.

$3.5$ No casting vote

The chairperson does not have a casting vote in addition to the chairperson's votes as Holder of Units, proxy, attorney or authorised representative.

$3.6$ Joint holders

In the case of joint Holders of Units, the vote of the joint Holder of Units first named in the Register voting whether in person, by proxy or by authorised representative is accepted to the exclusion of the votes of the other joint Holders of Units.

$3.7$ Resolutions

Subject to this deed and any Extraordinary Resolution, a resolution of the Holders of Units is carried if a majority of the votes cast on the resolution of Holders of Units is in favour of the resolution.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

$4₁$ Proxies

4.1 Number of proxies

A Holder who is entitled to vote at a Meeting of Holders may appoint not more than two proxies to attend and vote at the Meeting on the Holder's behalf.

$4.2$ Instrument appointing proxy

The instrument appointing a proxy must be in writing and executed as follows:

• if the appointor is a corporation, under its common seal or signed by a duly authorised $\bf(a)$ officer or attorney of the corporation; or
• in any other case, signed by the appointor or the appointor's attorney duly authorised in $(b)$ writing.

4.3 Proxy need not be Holder

A person appointed to act as a proxy need not be a Holder.

4.4 Return of proxies

• An instrument appointing a proxy and the power of attorney or other authority (if any) $(a)$ under which it is signed or a certified copy of the power or authority must be received at:
• the place specified by the Trustee in the notice of Meeting for the return of $\langle i \rangle$ proxies; or
• if a place is not specified for the return of proxies, at the registered office of the $(i)$ Trustee.
• Each instrument appointing a proxy must be received 48 hours before the time appointed $(b)$ for the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for taking of the poll) at which the person named in the instrument proposes to vote. An instrument appointing a proxy received in default of this clause must be treated as invalid.
• An instrument appointing a proxy is only valid twelve months after the date it is $\left( c\right)$ execution.

$4.6$ Form of proxy

• An instrument appointing a proxy may be in the usual common form or another form $\left( \alpha \right)$ approved by the Trustee.
• An instrument appointing a proxy is deemed to include the right to demand or join in $\left( b\right)$ demanding a poll.
• An instrument appointing of a proxy is also valid for any adjournment of the Meeting as $\left( c\right)$ for the Meeting to which it relates.
• $(d)$ An instrument appointing a proxy need not be witnessed.

4.6 Validity of vote

Except where the Trustee has received at its registered office written notice of the matter before the start or resumption of the Meeting at which a proxy votes, a vote cast by a proxy is valid even if, before the proxy votes:

• the proxy's appointor dies; $(a)$
• $(b)$ the proxy's appointor is mentally incapacitated;
• $(c)$ the instrument appointing the proxy is revoked;

Minter Ellison (Ref. THW
MEL5_331172_2 (W97)

Trust doed | page 24

$\bar{\Gamma}$ :

• the authority under which the instrument appointing the proxy is revoked; or $(d)$
• $(e)$ the Units in respect of which the proxy was given are transferred.

$5.$ Extraordinary resolution

The following may only be done by Extraordinary Resolution:

• any modification or compromise or any arrangement in respect of Holders' rights against $(a)$ the Trustee; and
• any modification, alteration, cancellation, amendment or addition to this deed. $(b)$

6. Holders bound

A resolution passed at a Meeting duly convened and held in accordance with this Schedule binds each Holder whether the Holder was present at the Meeting and each Holder must give effect to the resolution.

Minter Elison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 25

þ. ţ.

$\cdot$ $\frac{1}{2}$

$\mathbb{S}$

Í ÷

ś $\mathcal{G}$ $\overline{\phantom{a}}$

计可分 化非电压力 计程序

化自动电阻 计最高值 化自体性

$\begin{array}{c} \begin{array}{c} \begin{array}{c} \begin{array}{c} \end{array}\ \end{array} \end{array} \end{array} \end{array}$

Towe doed Loose '30

Signing page

EXECUTED as a deed.

Executed by Koisen Pty Ltd ACN 111 384 $1 - 4$

سک

Signature of sole director and sole company secretary

Mane of sole director and sole company secretary (print)

Executed by M&T Carnegie Pty Ltd by its duly authorised officer Mark Howard Camegie l.

Signature of Mark Howard Carnegia

Minter Colons 1 Dr.f. Tubbi

who states that he or sho is the sole director and the
sole company secretary of the company.

Summers

$\ddot{\cdot}$

$\begin{array}{l} \bullet \ \bullet \ \bullet \end{array}$

计中间

4

SCARLETT UNIT TRUST

Unit entitlements

Unit holder	Economic Unit entitlement	Voting Unit Entitlement
Bayeux Investment Pty Limited	5%	5.68%
Takeda Pty Limited	5%	5.68%
Buka Minerals Limited	10%	4.55%
John Singleton Promotions Pty Limited	10%	11.36%
Tamorer Pty Limited	5%	5.68%
M&T Carnegie Pty Limited	5%	5.68%
Avobone NV	10%	11.36%
Casthree Pty Limited	50%	50%

Buka Minerals Limited ACN 000 741 373

This is Annexure "C" of 1 page referred to in form
604 Notice of change of interests of substantial holder.

Director

t

$\colon$ $\cdot$ ļ ţ.

604 GUIDE page 1/1 13 March 2000

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Iluka Resources Limited (Iluka)
ACN/ARSN	008 675 018
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	M&T Carnegie Pty Ltd ACN 090 819 515 (M&T), Mark Howard Carnegie and Tanya Patricia Carnegie
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	17/6/2005 17/6/2005 17/6/2005

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully ordinary paid shares (Shares)	13.605.427	5.8414%	16,885,470	17.2496% .

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
17/6/2005	Kolsen Ptv Ltd ACN 111 384 144 l(Kolsen)	lOn-market acquisitions of Shares by Kolsen. See also Annexure I"B" trust deed and lAnnexure "C" unit∶ ientitlements	ISee Annexure "A" attached	3,280,043	3.280.043

4. Present relevant Interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
M&T	ANZ Margin Services Pty Ltd, ANZ Nominees Ltd. Bell Potter Nominees Account), Genca Ply Limited and Talogg Pty Limited	ANZ Margin Services IPtv Ltd. ANZ Nominees Ltd. Bell Potter Nominees Limited (BB Nominees Limited (BB Nominees Account), Genca Pty Limited and Talogg Pty Limited	Beneficial interest	575,375	575.375
Mark Howard Carnegie	ANZ Margin Services Ptv Ltd, ANZ Nominees Ltd, Bell Potter Nominees Account), Genca Pty Limited and Talogg Pty Limited	ANZ Margin Services ipty Ltd. ANZ Nominees Ltd. Bell Potter Nominees Limited (BB Nominees Limited (BB Nominees Account), Genca Pty Limited and Talogg Pty Limited	Controller of M&T	575,375	575,375

÷

$\label{eq:1} \begin{split} \mathcal{L}{\mathcal{A}}(\mathcal{A}) & = \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\math$

$\frac{1}{2}$

$\overline{\phantom{a}}$ $\frac{d}{2}$

l,

计字符

$\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

$\mathcal{S}$ l, $\bar{z}$

Ç, $\hat{\mathcal{A}}$ Ğ,

$\frac{1}{2}$

Ïj

lTanya Patricia lCamedie	ANZ Margin Services ANZ Margin Services iPty Ltd, ANZ Nominees Ltd, Bell Potter Nominees Limited (BB Nominees Limited (BB Nominees ) (Account), Genca Ptv Limited and Talogg IPty Limited	Pty Ltd. ANZ Nominees Ltd. Bell Potter Nominees Account), Genca Pty Limited and Talogg Fty Limited	Controller of M&T	575.375	575.375
-----------------------------	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	----------------------------------------------------------------------------------------------------------------------------------------	-------------------	---------	---------

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

--- Name and ACN/ARSN (If applicable)	----------- ——— Nature of association
Not applicable	----- --- Not applicable

$\bar{z}$

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Koisen	Level 45, 2 Park Street, Sydney, NSW 2000
IM&T	Level 45, 2 Park Street, Sydney, NSW 2000
Mark Howard Carnegie and Tanya Patricia Carnegie	Level 45, 2 Park Street, Sydney, NSW 2000
ANZ Margin Services Ltd	Level 7, 20 Martin Place, Sydney, NSW 2000
ANZ Nominees Ltd	Level 7, 20 Martin Place, Sydney, NSW 2000
Beil Potter Nominees Limited (BB Nominees Account)	IGPO Box 4718 TT, Melbourne, VIC 3001
Genca Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000
Talogg Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000

Signature

print name	Mark Howard Carnegie	capacity	Director of M&T
sign here		date	11/7/2005
	print name Mark Howard Carnegle	capacity	Substantial holder
sign here		date	11/7/2005
print name	Tanya Patricia Camegie	capacity	Substantial holder
sign here		date	11/7/2005

$\hat{\boldsymbol{\gamma}}$

电电阻电话

Contract Contract Contract

Controller of MET Camegle 575.376 Limited (DB Nominoes Limited (BB Nominous 7 575.375 Account), Gence Po Hoovano , Genom Pty Limited and Taiogo Linded and Talong Piv Limited Pty Limited ----	l'Tanva Pautota	ANZ Margin Services ANZ Margin Services Ply Ltd. Aug. Nominees Ltd, flow Polter Hominses	IPtv Ltd. ANZ Nominage Ltd, Bait Potter Nominees
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	-----------------	-----------------------------------------------------------------------------------------------------	--------------------------------------------------------	--	--	--	--

5. Changes in appociation

The persons who have become associates (2) of, ceased to be associates of, or have changed the neture of their association (9) with, the substantial holder in reliation to valing interests in the company or scheme are as follows:

᠇ Name and ACN/ARSN (# الماطسطاسيين ---	. ------------ --- . . Makate of assecutetion
hici, septicable -------	. Pool applicable

4. Addresses

The addresses of parsons named in this form are as follows:

Pilatyje.	Address
Koben	Level 45, 2 Park Street, Sydney, NSW 2000
імат	Level 45, 2 Park Street, Sydney, NSW 2000
Mark Howard Carnegie and Tartys Patricia Camegia	Level 45, 2 Park Street, Sydney, NSW 2000
IANZ Margin Services Ltd	Level 7, 20 Martin Place, Sydney, NSW 2000
ANZ Northpes Ltd	Lovel 7, 20 Martin Flace, Bydney, NSW 2000
Bed Potter Naminoes Draited (98 Naminone Account)	KIPO Box 4718 TT, Malbourne, VIC 3001
Gence Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000
Talogo Ply Limited	Level 45, 2 Park Street, Sydney, NSW 2000

Signature

date Capacity	11/7/2005 Substantial holder
chain .	11/7/2005
concity	Bubstandel holder
ويلجل	11/7/2005

MELS_334110_1 (W97)

Total	8,879,713.35 15,314,885.05	24,194,598.40
59	1,329.76 2,293.45	3,623.21
Rrokerage	13,297.63 22,934.49	36.232.12
Amount	8865,085.96 15,289,657.1	4,154,743.07
Purchase Price E	.4693 7,1896
Shares ե Զ	233,043 000.1100	3,280,043
Settlement Date of	2/06/2005 21/06/2005
Date of Trade	6/06/2005 7/06/2005

This is Annexure " $A$ " of 1 page referred to in form 604 Notice of change of interests of substantial holder. M&T Carnegie Pty Ltd ACN 090 819 515 $rac{1}{\text{Director}}$ $\tilde{z}$

MEL5_334834_1 (XLS)

$\begin{array}{ccc} 1 & 1 & 1 \ 1 & 1 & 1 \ 1 & 1 & 1 \end{array}$

ł, $\frac{1}{2}$

$\frac{1}{2}$ , $\frac{1}{2}$ , $\frac{1}{2}$ , $\frac{1}{2}$

The contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract

i.
Sidoo kale

M&T Carnegie Pty Ltd ACN 090 819 515

This is Annexure "B" of 26 pages referred to in form 604 Notice of change of interests of substantial holder.

Director

Trust deed

for the Scarlett Unit Trust

Kolsen Pty Ltd ACN 111 384 144 (Trustee)

MinterEllison $\pmb{\mathcal{L}}$ $\boldsymbol{A}$ W $\mathbf{E}$ $R S$ $\mathbf{v}$

MEL6_331172_2 (W97)

ķ

The company of the property of

All Services

Trust deed for the Scarlett Unit Trust

	Details	5
	Terms
1.	Defined terms & interpretation	6 6
1.1 1.2	Defined terms	6
1.3	interpretation Headings	$\overline{\mathfrak{z}}$ 7
2.	Establishment	7
2.1 2.2	Unit trust Benefit of Trust	7
23	Trustee	7 7
24	Deed binding	7
3.	Duration of Trust	7
4. 41	Trust Property Vesting	7
4.2	Separate fund	7 7
5.	Trust Liabilities	7
6. 6.1	Units and Economic Units	7
6.2	Rights of Holders Units identical	7 7
6.3 6.4	No interference Economic Units	7
7.	Applications	7 7
7.1 7.2	Application for Units Minimum investment	7
7.3	Trustees may reject applications	7 7
7.4 7.5	Issue of Units Funds not cleared	7
8.	Valuations	7
8,1	Trustee's expertise	7 7
8.2 8.3	Value of Trust Property Revaluation	7 7
9.	Net Asset Value	7
9.1 9.2	Calculation Time of calculation	7
10.	Issue Price	7
11.	Redemptions not generally permitted	7
		7

Minter Ellison | Ref. THW
MELS_331172_2 (W97)

$\label{eq:2.1} \begin{aligned} \mathcal{S}{\mathcal{A}}^{\mathcal{A}} & = \mathcal{S}{\mathcal{A}}^{\mathcal{A}} + \mathcal{S}{\mathcal{A}}^{\mathcal{A}} + \mathcal{S}{\mathcal{A}}^{\mathcal{A}} + \mathcal{S}{\mathcal{A}}^{\mathcal{A}} \ & = \mathcal{S}{\mathcal{A}}^{\mathcal{A}} + \mathcal{S}{\mathcal{A}}^{\mathcal{A}} + \mathcal{S}{\mathcal{A}}^{\mathcal{A}} + \mathcal{S}{\mathcal{A}}^{\mathcal{A}} + \mathcal{S}{\mathcal{A}}^{\mathcal{A}} \ & = \$

l, $\mathbb{Z}^2$

医皮肤炎 医金属性葡萄糖

Ŷ,

$\mathcal{A}=\mathcal{A}$ , the distribution of the set of the set of $\mathcal{A}$

计可转移器 医麻醉性肺炎性肾炎 计目标

12. 12.1	Trustee's powers Powers	7
12.2	Delegation by Trustee	7 7
13.	Trustee's agents	7
14	Trustee's discretion	7
15.	Indemnity	7
16.	Register	7
16.1 16.2 16.3	Establish and maintain unit register Notice of trust Registered Holder is owner	7 7 7
17.	Mortgage	7
17.1 17.2 17.3 17,4	Recording of mortgagee in Register Payments to mortgagees Transfer of mortgaged Units Trustee not have notice of mortgage or charge	7 7 7 7
18.	Certificates for Units	7
19.	Transfers of Units	7.
19.1 19,2 19.3 19.4	Transfer of Units or Economic Units Manner of transfer Transfer happens on registration Trustee may not refuse to register	7 7 7
20.	Death and insolvency	7 7
21.	Termination	7
21.1 21.2 213 21.4	Trustee may terminate Action on termination Realisation of Trust Property Distributable Income	7 7 7 7
22.	Trustee's liabilities and responsibilities	7
221 22.2 22.3 22.4 22.5	Indemnities given to the Trustee Limitations on Ilabilities Limitation on responsibility for Costs Trustee prevented from acting Advice to the Trustee	7 7 7 7 7
22.6 22.7	Application to court Interests of the Trustee	7
22.8 22.9	Contribution from others Events beyond control of the Trustee	7 7 7
23.	Trustee's fees	7
24.	Outgoings	7
25,	Recoveries	7
26.	Distributions	7

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

$\frac{1}{2}$

$\overline{\phantom{a}}$

l,

Ť,

$\begin{bmatrix} 1 \ 1 \ 1 \end{bmatrix}$ Ŷ, J.

$\frac{1}{2}$

Ŷ, $\bar{z}$

$\frac{1}{2}$

$\label{eq:2} \mathcal{L}{\mathcal{A}} = \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L}{\mathcal{A}} + \mathcal{L$

Ŷ, $\hat{\boldsymbol{\beta}}$

$\mathcal{L}{\text{max}}$ , and $\mathcal{L}{\text{max}}$ , and $\mathcal{L}{\text{max}}$ , and $\mathcal{L}{\text{max}}$ , and in the following

26.1 26.2 26.3	Cash distributions Distribution of Distributable Income Holders' interest in Distributable Income	7 7 7
27.	Payments	7
28.	Accounts	7
29.	Auditor	7
30.	Meetings	7
30.1 30.2 30.3	Convening and conduct of Meetings Written resolutions Postal Ballot	7 7 7
31.	Trustee's retirement	7
31,1 31.2 31.3 31.4 31.5	Trustee may retire Trustee must retire Replacement Trustee Retiring Trustee must transfer Trust Property and records New Trustee	7 7 7 7 7
32.	Trustee's indemnity	7
33.	Liability of Holders	7
34.	No partnership or agency	7
35. 35.1 35.2 35.3 35.4 35.5 35.6 35.7 35.8 35.9	Notices and other communications Service of notices Effective on receipt Joint Holders Persons deriving title Document delivery Foreign Holders Certificate Signature Service abroad	7 7 7 7 7 7 7 $\overline{r}$ 7 7
36.	Amendments	7
36.1 36.2	Amendments by Trustee Extraordinary Resolution	7 7
37.	Governing law	7
	Schedule 1 - Meetings of Holders	7
	Signing page	7

$\overline{\phantom{a}}$

$\sim 10$

Minter Ellison | Ret: THW
MEL5_331172_2 (W97)

$\overline{a}$

Details

Date

14 June 2005

Party

Name Short form name Notice details

Kolsen Pty Ltd ACN 111 384 144 Trustee

Facsimile Attention

Background

The Trust was constituted a unit trust according to the terms of this deed at 9am on 14 June 2005 on the issue of Units and receipt by the Trustee of $$10$ from the initial unitholder.

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

Trust deed | page 5

计可分子

$\frac{1}{3}$

Ì

$\frac{1}{2}$

$\overline{\phantom{a}}$

$\frac{3}{4}$

B

$\begin{bmatrix} 1 & 0 & 0 \ 0 & 1 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 & 0 & 0 \$

Terms

1. Defined terms & interpretation

$1.1$ Defined terms

In this deed:

Business Day means:

• for receiving a notice under clause 35, a day that is not a Saturday, Sunday, public holiday $(a)$ or bank holiday in the place where the notice is sent;
• $(b)$ for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday in Victoria, Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day,

Cost includes a cost, charge, fee, expense, commission, liability, loss, damage and tax and all amounts payable in respect of any of them or like payments.

Distributable Income means the net income of the Trust determined for purposes of section 95 of the Tax Act.

Extraordinary Resolution means a resolution passed at a meeting of Holders duly convened and held in accordance with Schedule 1 and carried by a majority consisting of the Holders of Units representing not less than 75% of the votes cast at the meeting on the resolution.

Economic Unit means a unit which confer on its Holder an undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities but not a voting entitlement.

GST means any taxes in the nature of goods and services, supply or valued added taxes (by whatever name called) and whether imposed by an Australian or other legislature.

Holder means a holder of a Unit or Units or Economic Unit.

Issue Price means the price at which a Unit or Economic Unit is created and issued by the Trustee.

Meeting means a meeting of Holders.

Net Asset Value means the net asset value of the Trust calculated under clause 9.

Register means the unit register established under clause 16.

Special Trustee has the meaning given to it in the Duties Act 1997 (NSW).

Tax Act means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, or both of them.

Taxes means all income, capital gains, recoupment, debits, land, sales, payroll, fringe benefits, group, profit, interest, property, undistributed profits, withholding and other taxes, stamp, documentary, financial institutions, registration and other duties, municipal rates, and all other imposts, deductions and charges, related interest, penalties, charges, fees or other amounts assessed, charged, assessable or chargeable by or payable to any national, state or municipal taxation authority.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

; $31292832544$

$#$ $||$ / 31

Trust means Scarlett Unit Trust.

Trustee means the trustee of the Trust from time to time.

Trust Liabilities includes borrowings, unpaid costs, charges, expenses, outgoings and fees, contingent liabilities, provisions the Trustee decides to make and unpaid amounts due and payable to Holders and unpaid amounts due to the Trustee.

Trust Property means all property, rights and income of the Trust.

Trust Year means a year or other period in relation to which taxable income of the Trust for purposes of the Tax Act must be determined.

Unit means a unit in the Trust which has a voting right.

$1.2$ Interpretation

In this deed, except where the context otherwise requires:

• the singular includes the plural and vice versa, and a gender includes other genders; $(a)$
• $(b)$ another grammatical form of a defined word or expression has a corresponding meaning;
• $\left( c\right)$ a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this deed, and a reference to this deed includes any schedule or annexure:
• a reference to a document or instrument includes the document or instrument as novated, $(d)$ altored, supplemented or replaced from time to time;
• $(e)$ a reference to AS, SA, dollar or S is to Australian currency;
• $(f)$ a reference to time is to Victoria, Australia time;
• a reference to a party is to a party to this deed, and a reference to a party to a document $(\mathbf{g})$ includes the party's executors, administrators, successors and permitted assigns and substitutes:
• a reference to a person includes a natural person, partnership, body corporate, association, $(h)$ governmental or local authority or agency or other entity;
• a reference to a statute, ordinance, code or other law includes regulations and other $(i)$ instruments under it and consolidations, amendments, re-enactments or replacements of any of them:
• a word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to $(j)$ it in the Corporations Act 2001 (Cth);
• the meaning of general words is not limited by specific examples introduced by including, $(k)$ for example or similar expressions;
• a rule of construction does not apply to the disadvantage of a party because the party was $($ l responsible for the preparation of this deed or any part of it; and
• if a day on or by which an obligation must be performed or an event must occur is not a $(m)$ Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

$1.3$ Headings

Headings are for case of reference only and do not affect interpretation.

Minter Ellison | Ref: THW
MEL6_331172_2 (W97)

Trust deed | page 7

Ĵ. Ę,

State Control

ł.

Ï

ŧ

Control and a state and

$2₁$ Establishment

2.1 Unit trust

By this deed the Trustee constitutes a unit trust called the Scarlett Unit Trust. The beneficial interest in the Trust is divided into Units and Economic Units.

$2.2$ Benefit of Trust

The Trust is constituted for the benefit of persons who, by subscription or otherwise in accordance with this deed to become Holders.

23 Trustee

The Trustee is trustee of the Trust.

2.4 Deed binding

This deed is binding upon the Holders and the Trustee.

3. Duration of Trust

The Trust begins on the date of this deed and subject to this deed ends 80 years (less one day) after that date.

$\overline{4}$ Trust Property

$4.1$ Vesting

The Trust Property vests in the Trustee on trust for the Holders on the terms of this deed.

$4.2$ Separate fund

The Trustee must hold all Trust Property as a separate fund not available to meet liabilities of another trust.

5. Trust Liabilities

Trust Liabilities of the Trust must be determined as far as practicable in accordance with generally accepted accounting principles and applicable accounting standards.

6. Units and Economic Units

$6.1$ Rights of Holders

Only Economic Units confer on their Holders undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities. A Holder has no interest in any asset or part of any asset of the Trust. A Holder is not entitled to call for or assert an interest in any part of the Trust Property.

6.2 Units identical

The Trustee may issue Units or Economic Units in the Trust. All Units and Economic Units have interests and rights, and are subject to conditions, identical to those of all other Units or Economic Units as the case may be.

i
S

and and a

Ť

The State

f.

$\frac{1}{2}$

$\frac{1}{2}$

医皮肤病

$\frac{1}{2}$

6.3 No interference

A Holder may neither interfere with, nor exercise rights or powers of, the Trustee in respect of any Trust Property, Trust Liability or obligation and has no right to lodge any caveat affecting the Trust Property,

$6.4$ Economic Units

Despite anything else contained in this deed, Economic Units shall not confer any voting rights.

$7₁$ Applications

$7.1$ Application for Units

A person intending to subscribe for Units must give the Trustee an application in a form and manner approved by the Trustee and pay the Issue Price to the Trustee by way of subscription for Units or Economic Units as the case may be.

$7.2$ Minimum investment

Except where the Trustee otherwise agrees, the amount subscribed must exceed a minimum amount (if any) that the Trustee from time to time determines for the Trust.

$7.3$ Trustees may reject applications

The Trustee may reject an application for Units or Economic Units without giving any reason.

$7.4$ Issue of Units

All Units or Economic Units must be issued on or after the day immediately following the closing date (if any) for receipt of applications for Units or Economic Units or otherwise when the amount subscribed is transferred to the Trust or otherwise as the Trustee decides.

7.5 Funds not cleared

Units or Economic Units paid for by uncleared funds which are not subsequently cleared, are void.

8. Valuations

$8.1$ Trustee's expertise

The Trustee is not to be regarded as having any special expertise in valuation.

$8.2$ Value of Trust Property

The value of any Trust Property is its fair market value determined in accordance with generally accepted Australian accounting principles and applicable accounting standards. Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at those rates quoted by a bank or other financial institution nominated by the Trustee.

8.3 Revaluation

The Trustee may cause an item of Trust Property to be revalued whenever it thinks fit.

9. Net Asset Value

$9.1$ Calculation

The Net Asset Value is the total value of Trust Property less Trust Liabilities determined in accordance with generally accepted Australian accounting principles and applicable accounting standards in force for the year ended 21 December 2004..

$9.2$ Time of calculation

The Trustee may calculate the Net Asset Value at any time on the basis of the most recent valuation of each item of Trust Property and determination of Trust Liabilities, as at that time. The Trustee may calculate the Net Asset value more than once a day.

10. Issue Price

The Issue Price is \$1 for all initial Units issued, and for all Units issued subsequently, is the amount determined by the Trustee.

11. Redemptions not generally permitted

A Holder has no right to require the Trustee to redeem Units or Economic Units, unless Holders of Units at a Meeting pass a Extraordinary Resolution in favour of the redemption.

12. Trustee's powers

12.1 Powers

Subject to this deed, the Trustee has:

• $(a)$ all the powers in relation to the Trust, Trust Property and Trust Liabilities, that it is legally possible for a natural person, trustee or corporation to have in Australia and overseas; and
• $(b)$ all the powers incidental to ownership of the Trust Property,

including the power to invest in real or personal property of any nature, anywhere in the world and to borrow, raise money and incur liabilities and obligations of any kind, to take and provide security and as if it were the absolute and beneficial owner of all Trust Property.

12.2 Delegation by Trustee

The Trustee, by power of attorney or otherwise, may authorise one or more persons (whether or not related to or associated with the Trustee) to do anything that the Trustee may lawfully delegate, including acting as custodian, holding the Trust Property and executing documents on its behalf,

13. Trustee's agents

The Trustee may, as it sees fit, in connection with performance of its duties as Trustee, engage any advisers, agents, brokers, contractors, custodians, investment managers, underwriters or other persons (whether or not related to or associated with the Trustee).

Minter Ellison | Ref: THW
MBL5_331172_2 (W97)

Trust deed | page 10

Experience

$14₁$ Trustee's discretion

Subject to this deed, the Trustee may determine whether to exercise and the manner, mode and time of exercise of its powers in its absolute discretion.

15. Indemnity

To the maximum extent permitted from time to time by the law, the Trustee is entitled to be indemnified out of the Trust Property for any liability incurred by it in performing any of its duties or exercising any of its powers or omitting to act, in relation to the Trust, or attempting to do so. The Trustee is not required to do anything for which it does not have a full right of indomnity out of Trust Property available for that purpose or in relation to which it is not satisfied that its liability is limited in a manner that is satisfactory to it. Any indemnity to which the Trustee is entitled under this deed is in addition to any indemnity allowed by law and is subject to clause 22.

16. Register

16.1 Establish and maintain unit register

The Trustee must initially establish and keep a unit register in Victoria and may change the location of the Register to a location determined by the Trustee from time to time in its absolute discretion.

16.2 Notice of trust

The Trustee need not enter notice of any trust on the Register.

16.3 Registered Holder is owner

The Trustee may treat the registered Holder as the absolute owner of Units or Economic Units registered in that Holder's name and is not bound to take notice of any trust or equity affecting any Unit or Economic Unit. Entry on the Register is conclusive evidence of a Holder's title to Units or Economic Units.

$17.$ Mortgage

$17.1$ Recording of mortgagee in Register

On the Holder's written request, the Trustee may at its absolute discretion record a mortgagee (sole or joint) of Units or Economic Units in the Register and on the mortgagee's written request may delete that record.

$17.2$ Payments to mortgagees

Redemption proceeds of Units or Economic Units, capital distributions (not representing part of Distributable Income) and distributions after termination of the Trust must be paid to the recorded mortgagee of the Units or Economic Units in the Register.

17.3 Transfer of mortgaged Units

Any transfer of Units or Economic Units is subject to any existing mortgagee record so that Units or Economic Units in respect of which a mortgagee is recorded on the Register may only be transferred with the written consent of the mortgagee.

ţ

in and a

j

and the star in the

÷.

f

ă

17.4 Trustee not have notice of mortgage or charge

The Trustee is not taken to have notice of the terms of any mortgage or charge and has no liability to a mortgagee in connection with recording of mortgages.

18. Certificates for Units

Certificates must be issued for Units and Economic Units. The Trustee at any time may send a Holder details of Units and Economic Units held by, Unit and Economic Unit transactions of, or distributions to, the Holder.

19. Transfers of Units

19.1 Transfer of Units or Economic Units

Holders may only transfer Units or Economic Units with the written consent of the Trustee.

19.2 Manner of transfer

A transfer of Units or Economic Units must be made in the manner prescribed by the Trustee from time to time.

19.3 Transfer happens on registration

A transfer of Units or Economic Units takes effect only upon registration in the Register.

19.4 Trustee may not refuse to register

The Trustee may not refuse to register a transfer of Units made in accordance with the Unitholders Deed.

20. Death and insolvency

The Trustee only recognises surviving joint Holders, the legal personal representatives of a deceased Holder and the person legally entitled to Units or Economic Units consequent on bankruptcy or liquidation, respectively, as having rights or title to the Units or Economic Units in those circumstances.

21. Termination

$21.1$ Trustee may terminate

The Trustee at any time may terminate the Trust by not less than four weeks prior written notice to the Holders.

21.2 Action on termination

On termination of the Trust, the Trustee must:

• $(a)$ realise all Trust Property;
• $(b)$ pay, discharge or provide for all Trust Liabilities; and
• $(c)$ distribute the net proceeds among Holders pro rata to the number of Economic Units held.

21.3 Realisation of Trust Property

The Trustee may postpone realisation of Trust Property and is not responsible for any resulting loss unless caused by the Trustee's neglect, wilful default or breach of trust.

21.4 Distributable Income

Nothing in this clause affects the entitlements of Holders to receive Distributable Income. The Trustee may make partial distributions.

22. Trustee's liabilities and responsibilities

$22.1$ Indemnities given to the Trustee

This clause 22 does not limit or affect any other indemnities given to the Trustee in this deed or by law.

22.2 Limitations on liabilities

Except to the extent of the Trustee's breach of trust, fraud or negligence:

• $(a)$ the Trustee and each director and officer of the Trustee are not personally liable to a Holder or another person in connection with the office of the Trustee or director or officer of the Trustee:
• $(b)$ the Trustee is not liable to a Holder to a greater extent than the extent to which it is entitled to be and is in fact indermified out of the Trust Property actually vested in the Trustee in respect of the Trust; and
• $(c)$ the Trustee is not responsible for acting upon:
• a resolution purporting to have been passed at a meeting of Holders at which $\langle i \rangle$ minutes were made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for another reason the resolution was not valid or binding upon any of those Holders whom it purports to bind or the Trustee; or
• $(ii)$ direction or instruction given by the Holders. The Trustee acting upon a direction or instruction given by the Holders does not of itself amount to a breach of duty or breach of trust or in any way affect the Trustee's right to be indemnified out of the Trust Property, whether under this deed or otherwise.

22.3 Limitation on responsibility for Costs

The Trustee is not responsible for any Cost incurred:

• by fraud, negligence, breach of duty or breach of trust or otherwise, by any agent, $(a)$ delegate, aftorney or custodian and any of their agents or delegates;
• $(b)$ by relying on any notice, resolution, information, document, form or list unless it reasonably believes the item not to be genuine or not to have been passed, executed or signed by the proper parties; or
• if a person fails to carry out an agreement with the Trustee or an agent or a delegate of the $(c)$ Trustee,

except to the extent of the Trustee's breach of trust, fraud or negligence.

22.4 Trustee prevented from acting

The Trustee is not liable to anyone in respect of any failure to perform or do any act or thing which by reason of:

$\mathbf{a}$ a provision of any present or future law or statute of Australia, or state or lerritory of Australia; or

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust dead | page 13

á

Contract Contract

j.

ł

The company of the company of

$(b)$ any decree, order or judgement of a competent court,

the Trustee is prevented, forbidden or hindered from doing or performing.

22.5 Advice to the Trustee

The Trustee may take and act upon:

• $(a)$ the opinion or advice of counsel or solicitors instructed by the Trustee in relation to the interpretation of this deed or another document (whether statutory or otherwise) or generally as to the administration of the Trust or another matter in connection with the Trust; and
• $(b)$ the opinion, advice, statements or information from any bankers, accountants, auditors, valuers, architects, engineers and other persons consulted by the Trustee who are in each case believed by the Trustee in good faith to be expert in relation to the matters upon which they are consulted,

and the Trustee is not liable for anything done, suffered or omitted by it in good faith in reliance upon that opinion, advice, statements or information.

22.6 Application to court

Nothing in this clause 22 prohibits or impedes the Trustee from applying to any court if the Trustee thinks fit.

22.7 Interests of the Trustee

The Trustee or an officer or employee or associate of the Trustee may:

• $(a)$ be a Holder.
• act in any capacity including without limitation as a representative, delegate or agent of $(b)$ the Trustee or a Holder.
• $(c)$ have an interest in or enter into a contract or transaction with:
• $(i)$ the Trustee or an associate of the Trustee;
• $(ii)$ a Holder; or
• $(iii)$ another person, including one whose shares or other securities form Trust Property; or
• hold or deal in or have another interest in Trust Property, $(iv)$

and may retain and is not required to account for a benefit derived by doing so.

22.8 Contribution from others

If a person makes a claim for contractual damages against the Trustee or a Holder, the Trustee or the Holder (as the case may be) may claim contribution or apportionment in respect of that loss or those damages from a person who has contributed to that loss or those damages.

22.9 Events beyond control of the Trustee

The Trustee is not liable for any delay or failure to perform its obligations under this deed to the extent that the delay or failure arises from an event or circumstance that is beyond the control of the Trustee and could not have been prevented, romedied or overcome by the exercise of reasonable care or the taking of reasonable precautions.

Minter Ellison | Ref. THW
MEL-331172_2 (W97)

$12 - 07 - 05$ ; $18 : 11$ ;

$; 51292832544$

23 Trustee's fees

The Trustee is entitled to receive fees under any agreement with the Holders or another person in respect of its services in relation to the Trust.

24. Outgoings

All costs, charges, expenses and outgoings reasonably and properly incurred by the Trustee in connection with the following matters or of the following nature in relation to the Trust are payable or reimbursable out of Trust Property:

• $(2)$ preparation, approval, stamping, execution and printing of this deed and any deed amending this deed;
• $(b)$ retirement, removal and appointment of a Trustee;
• institution, prosecution, defence and compromise of any court proceedings, arbitration or $(c)$ dispute resolution proceedings in relation to this deed or the Trust (but the Trustee must repay to the Trust, and is not entitled to be reimbursed for, an amount of outgoings in connection with proceedings to the extent it is found by a court to be liable for its own negligence, fraud, breach of trust or breach of duty);
• convening and holding a meeting of Holders and implementing a resolution of the $(d)$ meeting:
• bank fees, interest, discount and acceptance fees for bill facilities, all borrowing costs and $(e)$ like amounts;
• $(f)$ Taxes:
• $(g)$ any actual or proposed investment, acquisition, realisation, valuation, maintenance, alteration, improvement, enhancement, receipt, collection or distribution of the Trust Property;
• $(h)$ fees payable to a person authorised by the Trustee to hold Trust Property;
• $(i)$ establishing and maintaining the Register, the Trust accounting system and records and the investment register (including, without limitation, operation and development of computer facilities, both software and hardware, salaries and on costs);
• $(i)$ fees payable to a regulatory authority;
• preparing, printing and posting accounts, cheques and documents, or making payments, to $(k)$ Holders:
• $(1)$ any offer or invitation in respect of Units or Economic Units, including preparation, lodgement, registration, distribution and promotion of Trust prospectuses or information memoranda:
• amounts payable to administrators, advisers, agents, brokers, contractors, custodians, $(n)$ investment managers, statutory supervisors, underwriters or other persons engaged by the Trustee under this deed including legal costs on a full indemnity basis and including overheads and other costs payable to related companies for staff, equipment and leased premises;
• $(n)$ fees incurred by an auditor of the Trust;
• preparing and lodgement of Trust taxation or other returns; $\circ$

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

• $(D)$ termination of the Trust:
• $(q)$ entering the Trust in a survey:
• $(r)$ fees payable to a ratings organisation;
• performance of the Trustee's duties, exercise of the Trustee's rights or powers, compliance $\left($ s) with the law or administration of the Trust;
• fees payable to a securities system authorised by the Trustee to hold Trust Property; $(t)$
• dealing with applications for and determining the Issue Price of Units; and $(u)$
• an amount equal to any GST which the Trustee may be liable to pay in connection with $(v)$ any supply or other act or omission on the part of the Trustee in connection with the Trust except where and to the extent that the GST fiability of the Trustee is already accounted for in the arrangements governing the relevant supply or act or omission.

25. Recoveries

Each Holder is liable for all Taxes and costs in relation to that Holder's entitlement to, or payment of, income or capital to, or any act requested by, that Holder and for unpaid amounts and all exponses payable by them to the Trustee or Trust under this deed. The Trustee may (but is not obliged to):

• deduct reimbursable expenses from the Holder's Distributable Income in accordance with $(a)$ this deed:
• withhold payment of any money payable to a Holder until the liability is discharged; or $(b)$
• recover the amount payable by the Holder from any money or property held for, or $(c)$ distribution or other amount payable to, the Holder, including by redeeming or causing buy-back of Units of the Holders,

in order to meet the liability or to be reimbursed for a liability which it has already met.

26. Distributions

26.1 Cash distributions

The Trustee may at any time elect that any amount (capital or income) of the Trust be distributed to Holders pro rata to the number of Economic Units held in the Trust as at a time determined by the Trustee, provided that only cash is distributed.

26.2 Distribution of Distributable Income

Within two months after the end of each Trust Year, the Trustee must distribute any undistributed share of Distributable Income to which any Holder is entitled.

26.3 Holders' interest in Distributable Income

Each Holder is presently entitled as at the end of each Trust Year to a share of Distributable Income for that Trust Year, if any, which has not previously been distributed, in the proportion of the number of Economic Units held to the aggregate of all Economic Units then on issue on the Trust. Each Holder has a vested and indefeasible interest in all amounts of Distributable Income to which that Holder becomes entitled in accordance with the operation of this clause.

计可靠性 医单位

准确性法的 的复数非共同法国

$\frac{1}{2}$

$27.$ Payments

The obligations of the Trustee are fully discharged in respect of any money payable to a Holder that is deposited into an account with a bank or other financial institution nominated by the Holder and approved by the Trustee or, if the Trustee agrees, paid by cheque (which the Trustee must prepare) posted to the Holder, or (if the Trustee agrees) applied in another manner as the Holder directs the Trustee.

28. Accounts

Accounts for the Trust must be prepared in accordance with generally accepted Australian accounting principles and applicable accounting standards. The Trustee must keep the accounts of the Trust. The Trust's fiscal year ends on 30 June.

29. Auditor

The Trustee must appoint and may at any time replace as Trust auditor a registered company auditor, or a firm of chartered accountants of which at least one partner is a registered company auditor.

30. Meetings

30.1 Convening and conduct of Meetings

The Trustee may call a Meeting in the manner provided in Schedule 1 and the Meeting must be conducted in accordance with Schedule 1.

30.2 Written resolutions

A resolution is passed without a Meeting if all the Holders entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Holders if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Holder signs. The passage of the resolution satisfies any requirement under this deed or the law (if any) that the resolution be passed at a Meeting.

30.3 Postal Ballot

A Meeting may be conducted by postal ballot in accordance with those arrangements as the Trustee decides replicate as closely as may be practicable, the provisions of this deed with respect to Meetings.

$31₁$ Trustee's retirement

31.1 Trustee may retire

Subject to the law, the Trustee may retire from the Trust by giving at least 1 months notice to the Holders.

31.2 Trustee must retire

Subject to the law, the Trustee must retire from the Trust immediately if:

• a receiver is appointed in respect of all or any part of the Trustee's business or assets; $\left( a\right)$
• $(b)$ the Trustee becomes insolvent or goes into liquidation; or

Minter Ethson | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 17

$\frac{1}{2}$

$\frac{1}{2} \left( \frac{1}{2} \right)^2 + \frac{1}{2} \left( \frac{1}{2} \right)^2 + \frac{1}{2} \left( \frac{1}{2} \right)^2 + \frac{1}{2} \left( \frac{1}{2} \right)^2 + \frac{1}{2} \left( \frac{1}{2} \right)^2 + \frac{1}{2} \left( \frac{1}{2} \right)^2 + \frac{1}{2} \left( \frac{1}{2} \right)^2 + \frac{1}{2} \left( \frac{1}{2} \right)^2 + \frac{1}{2} \left( \frac{1}{2} \right)^2 + \frac{1}{2} \left( \frac{1}{2} \right)^2 +$

÷

Q,

$(c)$ Holders of Units at a Meeting pass a Extraordinary Resolution that the Trustee must retire.

31.3 Replacement Trustee

A retiring Trustee must within one month after giving notice or being required to retire, appoint a replacement Trustee, otherwise the Holders by Extraordinary Resolution may do so.

Retiring Trustee must transfer Trust Property and records $31.4$

A retiring Trustee must transfer all Trust Property and records of the Trust to the new Trustee at the cost of the Trust.

$31.5$ New Trustee

The new Trustee must not be a Holder and cannot at any time after appointment become a Holder unless the new Trustee is a Special Trustee. This sub-clause cannot be modified or deleted.

32. Trustee's indemnity

To the extent permitted by law (and in no way limiting or purporting to exclude, or reduce liability under law in particular), on retirement or removal, the Trustee is entitled:

• $(a)$ to a complete release from all obligations in relation to the Trust which arise after its retirement or removal; and
• to be indemnified out of Trust Property against any claims arising out of its conduct as $(b)$ Trustee except claims in respect of neglect, default or breach of trust by the Trustee and without limiting liability of the Trustee to the Holders.

Liability of Holders 33.

• The liability of a Holder in their capacity as such is limited to: $\left( n\right)$
• any liability to pay the amount (if any) of the Issue Price that is for the time being $(i)$ unpaid on the Units or Economic Units held by that Holder; and
• $(ii)$ any liability expressly imposed on that Holder under this deed or under any separate agreement between that Holder and the Trustee,

a distribution or payment of capital does not create or increase any unpaid amount of the Issue Price of Units.

• $(b)$ Subject to clause 33.(a)(ii), a Holder need not:
• indemnify the Trustee if there is a deficiency in the Trust Property as compared $(i)$ with the liabilities to be met from the Trust Property; or
• meet the claim of any creditor of the Trustee in respect of the Trust, $(i)$

and recourse of the Trust and Trust creditors is limited to Trust Property.

34. No partnership or agency

Nothing contained or implied in this deed creates or constitutes, or is deemed to create or constitute, a partnership or agency relationship between the Trustee and a Holder.

Minter Ellison | Ref: THW
MEL5_931172_2 (W97)

Trust deed | page 18

j.

Construction of the Second Second

$12 - 07 - 05$ ; $18 : 12$

$; 51292832544$

$# 23 / 31$

Notices and other communications 35.

35.1 Service of notices

A notice, demand, consent, approval or communication under this deed (Notice) must be:

• in writing, in English and signed by a person duly authorised by the sender; and $(a)$
• hand delivered or sent by prepaid post or facsimile to: $(b)$
• for the Trustee, the address for Notices specified in the Details, as varied by any $(i)$ Notice given by the Trustee; and
• $(ii)$ for a Holder or joint Holders, the address of the Holder, or of the first named of joint Holders, shown in the Register.

35.2 Effective on receipt

A Notice given in accordance with clause 35.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

• $(a)$ if hand delivered, on delivery:
• $(b)$ if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside Australia);
• if sent by facsimile, when the sender's facsimile system generates a message confirming $(c)$ successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

35.3 Joint Holders

A notice may be given by the Trustee to joint Holders by giving the notice to the joint Holder whose name appears first in the Register.

35.4 Persons deriving title

A person entitled to a Unit or Economic Unit by operation of law and who is not registered as the Holder of the Unit or Economic Unit is taken to receive any notice served in accordance with this clause on the person from whom it derives its title.

35.5 L Document delivery

A Unit or Economic Unit certificate, cheque, warrant or other document may be delivered by the Trustee either personally or by sending it:

• in the case of a Holder who does not have a registered address in Australia, by prepaid $(a)$ airmail post; and
• in any other case, by prepaid ordinary post, $(b)$

and is at the risk of the addressee as soon as it is given or posted.

35.6 Foreign Holders

A Holder whose registered address is not in Australia may specify in writing an address in Australia as the Holder's registered address for the purposes of this clause 35.

Trust dead | page 19

$\frac{1}{2}$ ŧ

$\begin{array}{c} \mathcal{L}_1 \ \mathcal{L}_2 \ \mathcal{L}_3 \end{array}$

计可分

$\frac{1}{\alpha}$

35.7 Certificate

A certificate in writing signed by a director, secretary or other officer of the Trustee that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.

35.8 Signature

The signature to a Notice given by the Trustee may be written or printed.

$35.9$ Service abroad

All Notices sent by post outside Australia must be sent by prepaid airmail post.

36. Amendments

$36.1$ Amendments by Trustee

The Trustee may by supplemental deed, modify, add to or delete from, this deed, but may not:

• if the modification, addition or deletion is likely to confer a benefit on the Trustee or any $\left( a\right)$ of the Trustee's related bodies corporate, officers or employees;
• $(b)$ if expressly prohibited from doing so under this deed; or
• if the modification, addition or deletion is likely to have a material adverse effect on the $\left($ c) interests of Holders.

36.2 Extraordinary Resolution

The Trustee may make any amendment to this deed approved by Extraordinary Resolution.

37. Governing law

This deed is governed by the law of Victoria.

Minter Ellison | Ref: Thivy
MEL5_331172_2 (W97)

Trust dead | page 20

Í $\begin{array}{c} 1 \ 1 \ 0 \end{array}$

$\frac{1}{2}$ $\frac{1}{2}$

$\begin{array}{c} 1 \ 1 \ 1 \end{array}$

$\frac{1}{L}$

Schedule 1- Meetings of Holders

1. Notice

$1.1$ Calling of Meetings

• The Trustee may at any time call and arrange a Meeting, $\left( a\right)$
• The Trustee must call and arrange a Meeting at the written request of Holders with 10% of $(b)$ the issued Units.

$1.2$ Period of notice

The Trustee must give Holders 21 days notice of a Meeting or such lesser time as agreed to in writing by Holders of at least 95% of the Units on issue. In calculating the period of notice, both the day on which the notice is given (or taken to be given) and the day of the Meeting (of which notice is being given), are excluded.

$1.3$ Contents of notice

The notice of Meeting must specify:

• $\left( 1\right)$ the place, date and time of the Meeting;
• $(b)$ the general nature of the business to be transacted; and
• $\left( c \right)$ for any Extraordinary Resolution proposed, the precise terms of the proposed resolution.

A copy of the notice must be sent to the Trustee except if the Trustee calls and arranges the Meeting.

$1.4$ Omission to give notice

Accidental omission to give notice to, or the non-receipt of notice by, a Holder does not invalidate the Meeting nor any resolution passed at a Meeting.

Proceedings at Meeting $2.$

$2.1$ Quorum

The quorum for a Meeting is 4 Holders present in person, by attorney or by proxy, or if a Holder is a corporation by proxy, by attorney or by duly authorised representative. Business cannot be transacted at a Meeting if a quorum of Holders is not present at the commencement of business.

$2.2$ No quorum

• Subject to clause 2.2(c) of this Schedule, if a quorum is not present within 30 minutes $\left( a\right)$ after the time appointed for a Meeting, the Meeting stands adjourned to the same time and place five Business Days after the appointed Meeting or at another place and time agreed by all Holders of Units present at the Meeting.
• At an adjourned Meeting, the Holders of Units present and entitled to vote whatever the $(b)$ number of the Units held by them is a quorum for the transaction of business including the passing of Extraordinary Resolutions.

Minter Ellison | Ref. THW
MEL5_331172_2 (W97)

Trust deed | page 21

$\frac{1}{2}$ . $\frac{1}{2}$

Ť

If a Meeting is called and arranged at the request of Holders of Units and a quorum is not $\left($ c $\right)$ present within 30 minutes after the time appointed for the Meeting, the Meeting is dissolved.

$2.3$ Chairperson

• The chairperson of each Meeting is the chairperson (or in the chairperson's absence the $\left( a\right)$ deputy chairperson) of directors' meetings of the Trustee.
• Those of the Trustee's directors present may elect a chairperson of a Meeting, if: $(b)$
• there is no chairperson or deputy chairperson of mectings of the Trustee's $(i)$ directors:
• $(ii)$ the chairperson and deputy chairperson of meetings of Trustee's directors do not want to act as chairperson of the Meeting; or
• $(iii)$ the chairperson of the Meeting is not present within 15 minutes after the time appointed for the Meeting.
• $(c)$ If a chairperson of a Meeting is not elected under clause 2.3(b), then:
• $\bf{u}$ the Holders of Units may elect one of the Trustee's directors present as chairperson; or
• if a director of the Trustee is not present or does not want to take the chair, the $(i)$ Holders of Units may elect one of the Holders of Units present as chairperson.
• If there is a dispute at a Meeting about a question of procedure, the chairperson may $(d)$ determine the question.

2.4 Adjournment

• The chairperson of a Meeting may with the consent of a Meeting at which a quorum is $\left( a\right)$ present, adjourn the Meeting to another place and time.
• The chairperson of a Meeting must adjourn the Meeting to another place and time if $(b)$ directed by the Meeting so resolving on a poll.
• Only business that may lawfully have been transacted at the Meeting from which the $\left( c\right)$ adjournment took place, may be transacted at the adjourned Meeting.
• If a Meeting has been adjourned for more than 21 days, three days written notice of the $(d)$ adjourned Meeting must be given to the Holders. In calculating the period of notice, both the day on which the notice is served (or taken to be served) and the day of the adjourned Meeting (of which notice is being given) must be given to Holders.

$2.5$ Minutes

Minutes of a Meeting signed by the chairperson are conclusive evidence of the proceedings of the Meeting.

3. Voting

$3.1$ Show of hands

• A resolution put to the vote of a Meeting must be decided on a show of hands of Holders $(a)$ of Units except if a poll is demanded.
• If a poll is not demanded a declaration by the chairperson that a resolution has been $(b)$ carried (unanimously or by a particular majority) or lost is conclusive evidence of the fact

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 22

$12 - 07 - 05$ ; $18 : 13$

$; 51292832544$

$# 27 / 31$

医皮肤 医皮肤

$\frac{1}{3}$ $\frac{1}{2}$

÷

医阿米特氏综合征 计可变变换

without proof of the number or proportion of the votes recorded in favour of or against the resolution.

$3.2$ Pol!

• $(a)$ A poll may only be demanded by:
• $(i)$ the chairperson; or
• in writing by one or more Holders of Units present in person, by proxy or by $(ii)$ authorised representative and holding or representing 5% of the issued Units.
• A poil may only be demanded before or on the declaration of the result of the show of $(b)$ hands.
• If a poll is duly demanded it is to be taken in the manner the chairperson may direct and $(c)$ the result of the a poll is deemed to be the resolution of the Meeting at which the poll was demanded.

$3.3$ Conduct of poll

• A poll demanded on the election of a chairperson or on a question of adjournment must be $\left( a\right)$ taken at the Meeting without adjournment. A poll demanded on any other question may be taken either immediately or at another time (not being more than 30 days from the date of the Meeting) and place as the chairperson may direct. No notice need be given of a poll not taken immediately.
• The demand for a poll does not prevent the Meeting continuing for the transaction of $(b)$ business except the question on which the poll has been demanded.

$3.4$ Number of votes

• On a show of hands, each Holder of Units who is present in person, by attorney, by proxy $(a)$ or by authorised representative has one vote.
• On a poll, each Holder of Units who is present in person, by attorney, by proxy or by $(b)$ authorised representative has one vote for every Unit of which the Holder is the registered holder.
• $\left( c\right)$ A Holder of Units entitled to more than one vote need not use all its votes or cast all the votes it uses in the same way.

$3.5$ No casting vote

The chairperson does not have a casting vote in addition to the chairperson's votes as Holder of Units, proxy, attorney or authorised representative.

$3.6$ Joint holders

In the case of joint Holders of Units, the vote of the joint Holder of Units first named in the Register voting whether in person, by proxy or by authorised representative is accepted to the exclusion of the votes of the other joint Holders of Units.

$3.7$ Resolutions

Subject to this deed and any Extraordinary Resolution, a resolution of the Holders of Units is carried if a majority of the votes cast on the resolution of Holders of Units is in favour of the resolution.

$12 - 07 - 05$ ; 18:14

$; 51292832544$

÷,

ś

ć,

÷

Ĵ,

$\frac{1}{2}$

Ť,

$\frac{1}{4}$

$\overline{\phantom{a}}$

$\mathcal{L}$

$\overline{4}$ . Proxies

$4.1$ Number of proxies

A Holder who is entitled to vote at a Meeting of Holders may appoint not more than two proxies to attend and vote at the Meeting on the Holder's behalf.

4.2 Instrument appointing proxy

The instrument appointing a proxy must be in writing and executed as follows:

• if the appointor is a corporation, under its common seal or signed by a duly authorised $(a)$ officer or attorney of the corporation; or
• in any other case, signed by the appointor or the appointor's attorney duly authorised in (Ъ) writing.

4.3 Proxy need not be Holder

A person appointed to act as a proxy need not be a Holder.

4.4 Return of proxies

• An instrument appointing a proxy and the power of attorney or other authority (if any) $(a)$ under which it is signed or a certified copy of the power or authority must be received at:
• the place specified by the Trustee in the notice of Meeting for the return of $\bf{u}$ proxies; or
• if a place is not specified for the return of proxies, at the registered office of the $(i)$ Trustee.
• $(b)$ Each instrument appointing a proxy must be received 48 hours before the time appointed for the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for taking of the poll) at which the person named in the instrument proposes to vote. An instrument appointing a proxy received in default of this clause must be treated as invalid.
• An instrument appointing a proxy is only valid twelve months after the date it is $\left( c\right)$ execution.

$4.6$ Form of proxy

• An instrument appointing a proxy may be in the usual common form or another form $(a)$ approved by the Trustee.
• $(b)$ An instrument appointing a proxy is deemed to include the right to demand or join in demanding a poll.
• $\left( c\right)$ An instrument appointing of a proxy is also valid for any adjournment of the Meeting as for the Meeting to which it relates.
• An instrument appointing a proxy need not be witnessed. $(d)$

4.6 Validity of vote

Except where the Trustee has received at its registered office written notice of the matter before the start or resumption of the Meeting at which a proxy votes, a vote cast by a proxy is valid even if, before the proxy votes:

• $\left( a\right)$ the proxy's appointor dies;
• $(b)$ the proxy's appointor is mentally incapacitated;
• the instrument appointing the proxy is revoked; $\left( c\right)$

Minter Ettison (Ref. THW
MEL5_331172_2 (W97)

ś

ţ.

$\ddot{\cdot}$

Ŷ,

Community

• the authority under which the instrument appointing the proxy is revoked; or $(d)$
• the Units in respect of which the proxy was given are transferred. $(c)$

Extraordinary resolution 5.

The following may only be done by Extraordinary Resolution:

• any modification or compromise or any arrangement in respect of Holders' rights against $(a)$ the Trustee; and
• any modification, alteration, cancellation, amendment or addition to this deed. $(b)$

6. Holders bound

A resolution passed at a Meeting duly convened and held in accordance with this Schedule binds each Holder whether the Holder was present at the Meeting and each Holder must give effect to the resolution.

Minter Elison | Ref: THW
MEL5_331172_2 (W97)

Trust dood | page 25

Signing page

EXECUTED as a deed.

Executed by Kolsen Pty Ltd ACN 111 384 144

€ Signature of sole director and sole company secretary

MARK HouseR D CARNEGLE
Name of sole director and sole company secretary
(print)

Executed by M&T Carnegie Pty Ltd by its
duly authorised officer Mark Howard Camegie

Signature of Mark Howard Carnegie

$\sim$

who states that he or she is the sole director and the
sole company secretary of the company.

Alimber Ellison 1 Gall Think

To use dealed Leaves (38)

$\epsilon$ t

$\omega$ , in the $\omega$ -dimension of $\omega$

J

ij

$\ddot{\phantom{1}}$

ã

ţ

H

SCARLETT UNIT TRUST

Unit entitlements

Unit holder	Economic Unit	Voting Unit
	entitlement	Entitlement
Bayeux Investment Pty Limited	5%	5.68%
Takeda Pty Limited	$5\%$	5.68%
Buka Minerals Limited	10%	4.55%
John Singleton Promotions Pty Limited	10%	11.36%
Tamorer Pty Limited	5%	5.68%
M&T Carnegie Pty Limited	5%	5.68%
Avobone NV	10%	11.36%
Casthree Pty Limited	50%	50%

M&T Carnegie Pty Ltd ACN 090 819 515

This is Annexure "C" of 1 page referred to in form
604 Notice of change of interests of substantial holder.

Director $\mathbf{r}$

$\overline{a}$

$\cdot$

计计算

4

604 GUIDE page 1/1 13 March 2000

Form 604 Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme		lluka Resources Limited (lluka)
ACN/ARSN	008 675 018
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)		of their essociates referred to in Annexure "B" attached (Associates)		Casthree Pty Ltd ACN 084 494 619 (Casthree), Consolidated Press Holdings Limited ACN 008 394 509 (CPH) and each
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated		17/6/2005 17/6/2005 17/6/2005

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares (Shares)	13.605.427	5.8414%	16.885.470	7.2496%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest chanced	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
17/6/2005	Koisen Pty Ltd ACN 111 384 144 kKolsen)	IOn-market acquisitions of Shares by Kolsen. See also Annexure "D" trust deed and lA⊓nexure "C" unit∶ entitlements	See Annexure "A" attached	3.280.043	3.280.043
8/7/2005	Casthree. CPH and Associates	As a result of the application of s608(3)(a) of the Corporations Act 2001 (Cth) (Act) these parties have acquired Kolsen's Irelevant interest in Shares	lNit	7,679,464	7 679 464

4 Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of	Registered	Person entitled	Nature of	Class and	Person's votes
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities
Casthree. CPH and Associates	ANZ Margin Services Pty Ltd, Perpetual Trustee Company Ltd Trustee Company Ltd land Kolsen	ANZ Margin Services Pty Ltd, Perpetual land Kolsen	Beneficial interest and lrelevant interest arising from application of $ 5608(3)(a)$ of the Act	16.885.470	16.885.470

ł

The Contract of Security Assessed

Ŷ, $\frac{1}{2}$

is control.

÷ Ť,

Ĵ, $\ddot{\cdot}$

11. JUL. 2005 5:40	CPH FINANCE - $61$ 2 32684677
--------------------	-------------------------------	--

NO 559 P. 6

604 GUIDE page 1/1 13 March 2000

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (8) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Not applicable	--------------------------------------- Nat applicable	---
NUMBER ACN/ARBN (T applicable)	--------- Nature of accociation	. .

6. Addresses

The addresses of persons named in this form are as follows:

rame	Address
Molson	Level 45, 2 Park Street, Sydney, NSW 2000
Castiree	Level 3, 54 Park Street, Sydnay, NSW 2000
ICPH	Level 3, 54 Park Street, Sydney, NSW 2000
Associates	Level 3, 54 Park Street, Sydney, NSW 2000
ANZ Margin Services Ltd	Revel 7, 20 Martin Place, Sydney, NSW 2000
Perpetual Trustee Corroany Ltd	Level 7, 20 Maran Place, Sydney, NSW 2000

Signature

print hame Michael Johnston	capacity	Director of Castringe
sign here	date	11/7/2005
print name Wicheel Johnston k.	corporatly	Director of CPH
Sign bers	date	11/7/2005
print rame Micheel Johnston	capacity	Authorised person on behalf of Associates
sign here	cate	11/7/2DOS

MB.5_347824_1 (w97)

$-\cdots$

٠	1 of I
Total	8,679,713.35 15,314,685.05	24, 194, 699. 40
585	1,329.76 2,299.45	$\frac{3.621.21}{2}$
Brokerage	$13,297,63$ 22,934,49	36,232.12
Amaunt	8,885,005.96 15,289,657.11	24, 154, 743.07
Purchase ag Ar	7,1896 7,4693	1
Shares No.of	1,233,043 2,047,000	3,260,043
Settlement Date of	21/06/2005 22/06/2005			This is Ameauce $^{4}$ A" of I page referred to in form 604 Notice of change of Castines Pty Ltd ACN 084 494 619 intersets of substantial holder.
Date of Trade	16/06/2006 17/06/2005			à,	Director
						NELE_33/B41_1 (ALS)

$12 - 07 - 05$ ; $18 : 15$

1. JUL. 2005 15:40 CPH FINANCE - 61 2 82684677

BEKISHEK AVITEA HOLET

NO. 559 P. 7

$\frac{1}{2}$

医发育性脑炎 医皮肤病 人名英格兰人姓氏格尔的变体

医血管曲线 的过去分词 医皮下腺瘤 计数据指数

$\begin{array}{c} 1 \ 1 \ 2 \end{array}$

ĵ

ij

Ţ.

$\sum_{i=1}^{n}$

1. JUL. 2005 15:21

NO. 562 P. 4

Casthree Pty Ltd ACN 084 494 619

This is Annexure "D" of 26 pages referred to in form 604 Notice of change of interests of substantial holder.

ſ. Director

Trust deed

for the Scarlett Unit Trust

Kolsen Pty Ltd ACN 111 384 144 (Trustae)

MinterEllison $L \times$ $\overline{\mathbf{v}}$ $\mathbf{m}$ $R = S$

MELE BRITZ 2 MBZ

Ŕ

人名称 ţ

÷

$\mathbf{I}^{\prime}$ $\widetilde{\mathbb{P}}$ $\mathbb{F}_p$ Y.

$\frac{1}{2}$ $\epsilon$

$\frac{1}{2}$

$\mathbb{F}_1$

$\ddot{\cdot}$ $\frac{1}{1}$

Trust deed for the Scarlett Unit Trust

	Details	5
	Terms	6
1. 1.1 1.2 1.3	Defined terms & interpretation Defined terms Interpretation Headings	6 6 $\overline{\mathbf{7}}$
2. 2.1 2.2 2,3 2,4	Establishment Unit trust Benefit of Trust Trustee Deed binding	$\overline{\mathcal{I}}$ 7 7 7 7 7
3.	Duration of Trust	7
4. 4.1 4.2	Trust Property Vesting Separate fund	7 7 7
5.	Trust Liabilities	7
6. 6.1 62 6.3 64 7. 71	Units and Economic Units Rights of Holders Units identical No interference Economic Units Applications Application for Units	7 7 $\mathbf{7}$ . 7 7 7
7.2 73 7.4 7.5	Minimum investment Trustees may reject applications Issue of Units Funds not cleared	7 $\overline{7}$ 7 7 7
8. 8.1 8.2 8.3	Valuations Trustee's expertise Value of Trust Property Revaluation	7 7 7 7
9. 9,1 9,2	Net Asset Value Calculation Time of calculation	7 7 $\overline{7}$
10.	Issue Price	7
11.	Redemptions not generally permitted	7

Minter Ellison | Ref. THW
MELS_331172_2(W97)

$\mathcal{A}^{\mathcal{A}}$

$\bar{1}$

$\overline{\phantom{a}}$

ł,

Ŷ,

$\mathcal{E}(\mathcal{E})$ is a convenient $\mathcal{E}(\mathcal{E})$

$\bar{z}$

$\frac{1}{2}$

REPRESENTATIVE AND REPRESENTATIVE AND REPRESENTATIVE AND REPRESENTATIVE AND REPRESENTATIVE AND REPRESENTATIVE

$\frac{1}{2}$

$\frac{1}{2}$

医抗抗原酶 指标的复数形式

$\frac{1}{2}$ J,

12.	Trustee's powers	7
12.1 12.2	Powers	7
13.	Delegation by Trustee	$\overline{7}$
	Trustee's agents	7
14.	Trustee's discretion	7
15.	Indemnity	7
16.	Register	7
16.1 16.2	Establish and maintain unit register	7
16.3	Notice of trust Registered Holder is owner	$\overline{7}$ 7
17 1	Mortgage	7
17.1	Recording of mortgagee in Register	7
17.2 17.3	Payments to mortgagees Transfer of mortgaged Units	7
17.4	Trustee not have notice of mortgage or charge	7 7
18.	Certificates for Units	7
19.	Transfers of Units	7
19.1 19.2	Transfer of Units or Economic Units	7
19.3	Manner of transfer Transfer happens on registration	7 7
19,4	Trustee may not refuse to register	7
20.	Death and insolvency	7
21.	Termination	7
21.1 21.2	Trustee may terminate Action on termination	7
21.3	Realisation of Trust Property	7 $\overline{7}$
21.4	Distributable Income	7
22.	Trustee's liabilities and responsibilities	7
22.1 22.2	Indemnities given to the Trustee	7
22.3	Limitations on liabilities Limitation on responsibility for Costs	7 7
22.4	Trustee prevented from acting	7
22.5 22.6	Advice to the Trustee Application to court	7
22.7	Interests of the Trustee	7 7
22.8 22.9	Contribution from others	7
23.	Events beyond control of the Trustee Trustee's fees	7 7
24.	Outgoings
25.	Recoveries	7
26.	Distributions	7
		$\overline{7}$

....

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

$\frac{1}{\alpha}$

$\bar{\beta}$

$\overline{\mathbf{7}}$ $\frac{1}{7}$

$\overline{7}$ $\overline{7}$

$\overline{7}$

$\overline{\mathbf{7}}$ $\overline{7}$ $\overline{7}$ $\overline{\textbf{7}}$ $\overline{7}$ $\overline{7}$ $\overline{\mathcal{I}}$ $\frac{7}{7}$ $\overline{\tau}$ $\overline{7}$

$\overline{I}$

$\overline{7}$

$\boldsymbol{7}$

$\bar{z}$

$\hat{\boldsymbol{\beta}}$ $\frac{1}{2}$

$\hat{\boldsymbol{\beta}}$

医生物的 医生物

Ŷ,

$\frac{1}{2}$

医非正常 医血管中枢肌肉 医血管 计分析程序

用于 医无热性骨髓上肢性

$\begin{bmatrix} 1 \ 1 \end{bmatrix}$

26.1 26.2 26.3	Cash distributions Distribution of Distributable Income Holders' interest in Distributable Income
27 1	Payments
28.	Accounts
29.	Auditor
30. 30.1 30,2 30.3 31. 31.1 31.2 31.3	Meetings Convening and conduct of Meetings Written resolutions Postal Ballot Trustee's retirement Trustee may retire Trustee must retire Replacement Trustee	7 7 7
31,4 31.5	Retiring Trustee must transfer Trust Property and records New Trustee	7 7 7
32.	Trustee's indemnity	7
33.	Liability of Holders	7
34.	No partnership or agency	7
35. 351 35 2 35.3 35.4 35.5 35.6 35.7 35.8 35.9	Notices and other communications Service of notices Effective on receipt Joint Holders Persons deriving title Document delivery Foreign Holders Certificate Signature Service abroad	7 7 7 $\overline{7}$ $\overline{7}$ $\vec{r}$ $\overline{\mathcal{L}}$ $\overline{7}$ 7 7
36.	Amendments	7
36.1 36.2	Amendments by Trustee Extraordinary Resolution	7 7
37.	Governing law	7
	Schedule 1 - Meetings of Holders	7
	Signing page	7

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 4

Ŧ

$\bar{z}$

t,

ă 计算法

ţ

$\epsilon_{\rm cr}$ $\cdot$ . $\hat{\boldsymbol{\cdot}$

医抗原体 医大脑病毒 计数据库

Details

Date

14 June 2005

Party

Name Short form name Notice details

Kolsen Pty Ltd ACN 111 384 144 Trustee

Facsimile Attention

Background

The Trust was constituted a unit trust according to the terms of this deed at 9am on 14 June 2005 on the issue of Units and receipt by the Trustee of $$10$ from the initial unitholder.

Minier Ellison / Ref: THW
MEL5_191172_2 (W97)

i:
H

The Second Contract of the Second Contract of the Second Contract of the Second Contract of the Second Contract of the Second Contract of the Second Contract of the Second Contract of the Second Contract of the Second Con

计计算

$\frac{1}{2}$

$\cdot$ $\bar{U}$

$\mathbb{F}_2$

$\boldsymbol{\cdot}$

ii
H

lerms

Defined terms & interpretation 1.

1.1 Defined terms

In this deed:

Business Day means:

• for receiving a notice under clause 35, a day that is not a Saturday, Sunday, public holiday $(a)$ or bank holiday in the place where the notice is sent;
• $(b)$ for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday in Victoria, Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Cost includes a cost, charge, fee, expense, commission, liability, loss, damage and tax and all amounts payable in respect of any of them or like payments.

Distributable Income means the net income of the Trust determined for purposes of section 95 of the Tax Act.

Extraordinary Resolution means a resolution passed at a meeting of Holders duly convened and held in accordance with Schedule 1 and carried by a majority consisting of the Holders of Units representing not less than 75% of the votes cast at the meeting on the resolution.

Economic Unit means a unit which confer on its Holder an undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities but not a voting entitlement.

GST means any taxes in the nature of goods and services, supply or valued added taxes (by whatever name called) and whether imposed by an Australian or other legislature.

Holder means a holder of a Unit or Units or Economic Unit.

Issue Price means the price at which a Unit or Economic Unit is created and issued by the Trustee.

Meeting means a meeting of Holders.

Net Asset Value means the net asset value of the Trust calculated under clause 9.

Register means the unit register established under clause 16.

Special Trustee has the meaning given to it in the Duties Act 1997 (NSW).

Tax Act means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, or both of them.

Taxes means all income, capital gains, recoupment, debits, land, sales, payroll, fringe benefits, group, profit, interest, property, undistributed profits, withholding and other taxes, stamp, documentary, financial institutions, registration and other duties, municipal rates, and all other imposts, deductions and charges, related interest, penalties, charges, fees or other amounts assessed, charged, assessable or chargeable by or payable to any national, state or municipal taxation authority.

The Second State

ţ

$\mathbb{N}^2$ $\frac{1}{2}$

2444年4月1日

$\ddot{\phantom{a}}$

$\overline{\phantom{a}}$

$\frac{1}{2}$

$\frac{1}{2}$

$\ddot{\phantom{a}}$

自由性

$\frac{1}{2}$

$\frac{1}{\beta}$ J,

$\begin{bmatrix} 1 \ 1 \end{bmatrix}$

Trust means Scarlett Unit Trust.

Trustee means the trustee of the Trust from time to time.

Trust Liabilities includes borrowings, unpaid costs, charges, expenses, outgoings and fees, contingent liabilities, provisions the Trustee decides to make and unpaid amounts due and payable to Holders and unpaid amounts due to the Trustee.

Trust Property means all property, rights and income of the Trust.

Trust Year means a year or other period in relation to which taxable income of the Trust for purposes of the Tax Act must be determined.

Unit means a unit in the Trust which has a voting right.

$1.2$ Interpretation

$\left( n\right)$

In this deed, except where the context otherwise requires:

• the singular includes the plural and vice versa, and a gender includes other genders; $(f)$
• another grammatical form of a defined word or expression has a corresponding meaning; a reference to a clause, paragraph, schedule or annexture is to a clause or paragraph of, or $\left( c\right)$ schedule or annexure to, this deed, and a reference to this deed includes any schedule or
• a reference to a document or instrument includes the document or instrument as novated, $(d)$ altered, supplemented or replaced from time to time;
• a reference to A\$, \$A, dollar or \$ is to Australian currency; $(e)$
• a reference to time is to Victoria, Australia time; $\left( f\right)$
• a reference to a party is to a party to this deed, and a reference to a party to a document $\circ$ includes the party's executors, administrators, successors and permitted assigns and substitutes;
• a reference to a person includes a natural person, partnership, body corporate, association, $(h)$
• governmental or local authority or agency or other entity; $(i)$ a reference to a statute, ordinance, code or other law includes regulations and other
• instruments under it and consolidations, amendments, re-enactments or replacements of $\left($ i
• a word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to
• the meaning of general words is not limited by specific examples introduced by including, (k)
• a rule of construction does not apply to the disadvantage of a party because the party was $(1)$ responsible for the preparation of this deed or any part of it; and
• if a day on or by which an obligation must be performed or an event must occur is not a $(m)$ Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

$1,3$ Headings

Hoadings are for ease of reference only and do not affect interpretation.

Minter Ellison | Ref. THW
MELS_331172_2 (W97)

$\frac{1}{\sqrt{2}}$

的复数医学家

抖

Establishment 2.

$21$ Unit trust

By this deed the Trustee constitutes a unit trust called the Scarlett Unit Trust. The beneficial interest in the Trust is divided into Units and Economic Units.

$2.2$ Benefit of Trust

The Trust is constituted for the benefit of persons who, by subscription or otherwise in accordance with this deed to become Holders.

$2.3$ Trustee

The Trustee is trustee of the Trust.

$2.4$ Deed binding

This deed is binding upon the Holders and the Trustee.

3. Duration of Trust

The Trust begins on the date of this deed and subject to this deed ends 80 years (less one day) after that date.

$4.$ Trust Property

4.1 Vesting

The Trust Property vests in the Trustee on trust for the Holders on the terms of this deed.

$4.2$ Separate fund

The Trustee must hold all Trust Property as a separate fund not available to meet liabilities of another trust.

5. Trust Liabilities

Trust Liabilities of the Trust must be determined as far as practicable in accordance with generally accepted accounting principles and applicable accounting standards.

$6.$ Units and Economic Units

$6.1$ Rights of Holders

Only Economic Units confer on their Holders undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities. A Holder has no interest in any asset or part of any asset of the Trust. A Holder is not entitled to call for or assert an interest in any part of the Trust Property.

$6,2$ Units identical

The Trustee may issue Units or Economic Units in the Trust. All Units and Economic Units have interests and rights, and are subject to conditions, identical to those of all other Units or Economic Units as the case may be.

Minter Etilson | Ref: THW
MELS_331172_2 (W97)

ă

t,

$\mathbb{N}$ $\mathcal{G}$

l,

ś,

$\frac{1}{2}$

$\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

计算符号

$\frac{1}{4}$

ا
لا

6.3 No interference

A Holder may neither interfere with, nor exercise rights or powers of, the Trustee in respect of any Trust Property, Trust Liability or obligation and has no right to lodge any caveat affecting the Trust Property.

6.4 Economic Units

Despite anything else contained in this deed, Economic Units shall not confer any voting rights.

$7₁$ Applications

$7.1$ Application for Units

A person intending to subscribe for Units must give the Trustee an application in a form and manner approved by the Trustee and pay the Issue Price to the Trustee by way of subscription for Units or Economic Units as the case may be.

$7.2$ Minimum investment

Except where the Trustee otherwise agrees, the amount subscribed must exceed a minimum amount (if any) that the Trustee from time to time determines for the Trust.

$7,3$ Trustees may reject applications

The Trustee may reject an application for Units or Economic Units without giving any reason.

$7.4$ Issue of Units

All Units or Economic Units must be issued on or after the day immediately following the closing date (if any) for receipt of applications for Units or Economic Units or otherwise when the amount subscribed is transferred to the Trust or otherwise as the Trustee decides.

7.5 Funds not cleared

Units or Economic Units paid for by uncleared funds which are not subsequently cleared, are void.

8. Valuations

8.1 Trustee's expertise

The Trustee is not to be regarded as having any special expertise in valuation.

$8.2$ Value of Trust Property

The value of any Trust Property is its fair market value determined in accordance with generally accepted Australian accounting principles and applicable accounting standards. Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at those rates quoted by a bank or other financial institution nominated by the Trustee.

$3.3$ Revaluation

The Trustee may cause an item of Trust Property to be revalued whenever it thinks fit.

The control

in the first party of the con-

医皮肤病

k

2021年7月1日

$\begin{array}{c} \mathbf{1} \ \mathbf{1} \ \mathbf{2} \ \mathbf{3} \ \mathbf{4} \ \mathbf{5} \ \mathbf{6} \ \mathbf{6} \ \mathbf{7} \ \mathbf{8} \ \mathbf{8} \ \mathbf{9} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf{1} \ \mathbf$

计算符

$\begin{array}{c} \mathbf{1} \ \mathbf{1} \ \mathbf{1} \end{array}$

$\ddot{\phantom{0}}$

Ę

ا
ا

9. Net Asset Value

$9.1$ Calculation

The Net Asset Value is the total value of Trust Property less Trust Liabilities determined in accordance with generally accepted Australian accounting principles and applicable accounting standards in force for the year ended 21 December 2004..

$9.2$ Time of calculation

The Trustee may calculate the Net Asset Value at any time on the basis of the most recent valuation of each item of Trust Property and determination of Trust Liabilities, as at that time. The Trustee may calculate the Net Asset value more than once a day.

$10.$ Issue Price

The Issue Price is \$1 for all initial Units issued, and for all Units issued subsequently, is the amount determined by the Trustee.

Redemptions not generally permitted $11.$

A Holder has no right to require the Trustee to redeem Units or Economic Units, unless Holders of Units at a Meeting pass a Extraordinary Resolution in favour of the redemption.

$12₁$ Trustee's powers

12.1 Powers

Subject to this deed, the Trustee has:

• all the powers in relation to the Trust, Trust Property and Trust Liabilities, that it is legally $(a)$ possible for a natural person, trustee or corporation to have in Australia and overseas; and
• all the powers incidental to ownership of the Trust Property, (Ъ)

including the power to invest in real or personal property of any nature, anywhere in the world and to borrow, raise money and incur liabilities and obligations of any kind, to take and provide security and as if it were the absolute and beneficial owner of all Trust Property.

12.2 Delegation by Trustee

The Trustee, by power of attorney or otherwise, may authorise one or more persons (whether or not related to or associated with the Trustee) to do anything that the Trustee may lawfully delegate, including acting as custodian, holding the Trust Property and executing documents on its behalf.

$13.$ Trustee's agents

The Trustee may, as it sees fit, in connection with performance of its duties as Trustee, engage any advisers, agents, brokers, contractors, custodians, investment managers, underwriters or other persons (whether or not related to or associated with the Trustse).

$14.$ Trustee's discretion

Subject to this deed, the Trustee may determine whether to exercise and the manner, mode and time of exercise of its powers in its absolute discretion.

15. Indemnity

To the maximum extent permitted from time to time by the law, the Trustee is entitled to be indemnified out of the Trust Property for any liability incurred by it in performing any of its duties or exercising any of its powers or omitting to act, in relation to the Trust, or attempting to do so. The Trustee is not required to do anything for which it does not have a full right of indemnity out of Trust Property available for that purpose or in relation to which it is not satisfied that its liability is limited in a manner that is satisfactory to it. Any indemnity to which the Trustee is entitled under this deed is in addition to any indemnity allowed by law and is subject to clause 22.

16. Register

$16.1$ Establish and maintain unit register

The Trustee must initially establish and keep a unit register in Victoria and may change the location of the Register to a location determined by the Trustee from time to time in its absolute discretion.

16.2 Notice of trust

The Trustee need not enter notice of any trust on the Register.

16.3 Registered Holder is owner

The Trustee may treat the registered Holder as the absolute owner of Units or Economic Units registered in that Holder's name and is not bound to take notice of any trust or equity affecting any Unit or Economic Unit. Entry on the Register is conclusive evidence of a Holder's title to Units or Economic Units.

$17.$ Mortgage

$17.1$ Recording of mortgagee in Register

On the Holder's written request, the Trustee may at its absolute discretion record a mortgagee (sole or joint) of Units or Economic Units in the Register and on the mortgagee's written request may delete that record.

17.2 Payments to mortgagees

Redemption proceeds of Units or Economic Units, capital distributions (not representing part of Distributable Income) and distributions after termination of the Trust must be paid to the recorded mortgagee of the Units or Economic Units in the Register.

17.3 Transfer of mortgaged Units

Any transfer of Units or Economic Units is subject to any existing mortgagee record so that Units or Economic Units in respect of which a mortgagee is recorded on the Register may only be transferred with the written consent of the mortgages.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 11

Ï

化可能性 计指令

$\ddot{\cdot}$

$\langle$

d

17.4 Trustee not have notice of mortgage or charge

The Trustee is not taken to have notice of the terms of any mortgage or charge and has no liability to a mortgagee in connection with recording of mortgages.

18. Certificates for Units

Certificates must be issued for Units and Economic Units. The Trustee at any time may send a Holder details of Units and Economic Units held by, Unit and Economic Unit transactions of, or distributions to, the Holder.

19. Transfers of Units

19.1 Transfer of Units or Economic Units

Holders may only transfer Units or Economic Units with the written consent of the Trustee.

19.2 Manner of transfer

A transfer of Units or Economic Units must be made in the manner prescribed by the Trustee from time to time.

19.3 Transfer happens on registration

A transfer of Units or Economic Units takes effect only upon registration in the Register.

19.4 Trustee may not refuse to register

The Trustee may not refuse to register a transfer of Units made in accordance with the Unitholders Deed.

20. Death and insolvency

The Trustee only recogniscs surviving joint Holders, the legal personal representatives of a deceased Holder and the person legally entitled to Units or Economic Units consequent on bankruptcy or liquidation, respectively, as having rights or title to the Units or Economic Units in those circumstances.

21. Termination

21.1 Trustee may terminate

The Trustee at any time may terminate the Trust by not less than four weeks prior written notice to the Holders.

21.2 Action on termination

On termination of the Trust, the Trustee must:

• realise all Trust Property; $\left( \alpha \right)$
• ωб pay, discharge or provide for all Trust Liabilities; and
• distribute the net proceeds among Holders pro rata to the number of Economic Units held. $(c)$

21.3 Realisation of Trust Property

The Trustee may postpone realisation of Trust Property and is not responsible for any resulting loss unless caused by the Trustee's neglect, wilful default or breach of trust.

P,

Ţ

11 电右转位时间

۱.

21.4 Distributable Income

Nothing in this clause affects the entitlements of Holders to receive Distributable Income. The Trustee may make partial distributions.

22 Trustee's liabilities and responsibilities

22.1 Indemnities given to the Trustee

This clause 22 does not limit or affect any other indemnities given to the Trustee in this deed or

22.2 Limitations on liabilities

Except to the extent of the Trustee's breach of trust, fraud or negligence:

• the Trustee and each director and officer of the Trustee are not personally liable to a $(a)$ Holder or another person in connection with the office of the Trustee or director or officer of the Trustee;
• $(b)$ the Trustee is not liable to a Holder to a greater extent than the extent to which it is entitled to be and is in fact indemnified out of the Trust Property actually vested in the Trustee in respect of the Trust; and
• the Trustee is not responsible for acting upon: $\left( 9\right)$
• a resolution purporting to have been passed at a meeting of Holders at which $(i)$ minutes were made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for another reason the resolution was not valid or binding upon any of those Holders whom it purports to bind or the Trustee; or
• direction or instruction given by the Holders. The Trustee acting upon a direction $(i)$ or instruction given by the Holders does not of itself amount to a breach of duty or breach of trust or in any way affect the Trustee's right to be indemnified out of the Trust Property, whether under this deed or otherwise.

22.3 Limitation on responsibility for Costs

The Trustee is not responsible for any Cost incurred: $\left( a\right)$

• by fraud, negligence, breach of duty or breach of trust or otherwise, by any agent, delegate, attorney or custodian and any of their agents or delegates;
• by relying on any notice, resolution, information, document, form or list unless it $(b)$ reasonably believes the item not to be genuine or not to have been passed, executed or signed by the proper parties; or
• $\left( c\right)$ if a person fails to carry out an agreement with the Trustee or an agent or a delegate of the

except to the extent of the Trustee's breach of trust, fraud or negligence.

22.4 Trustee prevented from acting

The Trustee is not liable to anyone in respect of any failure to perform or do any act or thing

a provision of any present or future law or statute of Australia, or state or territory of $(a)$

Minler Ellison | Ref: THW
MELS_331172_2 (W97)

医精神性神经性 计通信

$\begin{array}{c} 1 \ 1 \ 2 \end{array}$

Ħ

医单位 医心包 经总额 医精神

E

÷

$(b)$ any decree, order or judgement of a competent court,

the Trustee is prevented, forbidden or hindered from doing or performing.

22.5 Advice to the Trustee

The Trustee may take and act upon:

• the opinion or advice of counsel or solicitors instructed by the Trustee in relation to the $\left( a\right)$ interpretation of this deed or another document (whether statutory or otherwise) or generally as to the administration of the Trust or another matter in connection with the Trust; and
• the opinion, advice, statements or information from any bankers, accountants, auditors, $(b)$ valuers, architects, engineers and other persons consulted by the Trustee who are in each case believed by the Trustee in good faith to be expert in relation to the matters upon which they are consulted,

and the Trustee is not liable for anything done, suffered or omitted by it in good faith in reliance upon that opinion, advice, statements or information.

22.6 Application to court

Nothing in this clause 22 prohibits or impedes the Trustee from applying to any court if the Trustee thinks fit.

22.7 Interests of the Trustee

The Trustee or an officer or employee or associate of the Trustee may:

• $\omega$ be a Holder;
• act in any capacity including without limitation as a representative, delegate or agent of $(b)$ the Trustee or a Holder;
• $(c)$ have an interest in or enter into a contract or transaction with:
• $\left( i\right)$ the Trustee or an associate of the Trustee;
• $(ii)$ a Holder, or
• $(iii)$ another person, including one whose shares or other securities form Trust Property; or
• $(iv)$ hold or deal in or have another interest in Trust Property,

and may retain and is not required to account for a benefit derived by doing so.

22.8 Contribution from others

If a person makes a claim for contractual damages against the Trustee or a Holder, the Trustee or the Holder (as the case may be) may claim contribution or apportionment in respect of that loss or those damages from a person who has contributed to that loss or those damages.

22.9 Events beyond control of the Trustee

The Trustee is not liable for any delay or failure to perform its obligations under this deed to the extent that the delay or failure arises from an event or circumstance that is beyond the control of the Trustee and could not have been prevented, remedied or overcome by the exercise of reasonable care or the taking of reasonable precautions.

Minter Ellison | Ref: THW MEL5_331172_2 (W97)

i.
Pr

中国 中国 中国

$\frac{1}{2}$

$\ddot{\cdot}$

23. Trustee's fees

The Trustee is entitled to receive fees under any agreement with the Holders or another person in respect of its services in relation to the Trust.

24. Outgoings

All costs, charges, expenses and outgoings reasonably and properly incurred by the Trustee in connection with the following matters or of the following nature in relation to the Trust are payable or reimbursable out of Trust Property:

• preparation, approval, stamping, execution and printing of this deed and any deed $(a)$ amending this deed;
• $(b)$ retirement, removal and appointment of a Trustee;
• institution, prosecution, defence and compromise of any court proceedings, arbitration or $\left( \circ \right)$ dispute resolution proceedings in relation to this deed or the Trust (but the Trustee must repay to the Trust, and is not entitled to be reimbursed for, an amount of outgoings in connection with proceedings to the extent it is found by a court to be liable for its own negligence, fraud, breach of trust or breach of duty);
• $(d)$ convening and holding a meeting of Holders and implementing a resolution of the meeting;
• bank fees, interest, discount and acceptance fees for bill facilities, all borrowing costs and $(e)$ like amounts;
• $(t)$ Taxes;
• any actual or proposed investment, acquisition, realisation, valuation, maintenance, (g) alteration, improvement, enhancement, receipt, collection or distribution of the Trust Property;
• fees payable to a person authorised by the Trustee to hold Trust Property; $(h)$
• establishing and maintaining the Register, the Trust accounting system and records and $(i)$ the investment register (including, without limitation, operation and development of computer facilities, both software and hardware, salaries and on costs);
• (j) fees payable to a regulatory authority;
• preparing, printing and posting accounts, cheques and documents, or making payments, to (k) Holders;
• any offer or invitation in respect of Units or Economic Units, including preparation, $(1)$ lodgement, registration, distribution and promotion of Trust prospectuses or information memoranda:
• amounts payable to administrators, advisers, agents, brokers, contractors, custodians, $(m)$ investment managers, statutory supervisors, underwriters or other persons engaged by the Trustee under this deed including legal costs on a full indemnity basis and including overheads and other costs payable to related companies for staff, equipment and leased premises;
• $(n)$ fees incurred by an auditor of the Trust;
• $\circ$ preparing and lodgement of Trust taxation or other returns;

Muter Eillson | Ref: THW
MEL5_331172_2 (W97)

$\frac{1}{2}$

医子宫神经节

$\mathcal{C}$

Ť.

$\epsilon$ :

Ŧ,

• termination of the Trust; $(p)$
• $(q)$ entering the Trust in a survey:
• $(r)$ fees payable to a ratings organisation;
• performance of the Trustee's duties, exercise of the Trustee's rights or powers, compliance $(s)$ with the law or administration of the Trust;
• fees payable to a securities system authorised by the Trustee to hold Trust Property; $\left( t\right)$
• $(a)$ dealing with applications for and determining the Issue Price of Units; and
• an amount equal to any GST which the Trustee may be liable to pay in connection with $(v)$ any supply or other act or omission on the part of the Trustee in connection with the Trust except where and to the extent that the GST liability of the Trustee is already accounted for in the arrangements governing the relevant supply or act or omission.

$25.$ Recoveries

Each Holder is liable for all Taxes and costs in relation to that Holder's entitlement to, or payment of, income or capital to, or any act requested by, that Holder and for unpaid amounts and all expenses payable by them to the Trustee or Trust under this deed. The Trustee may (but is not obliged to):

• deduct reimbursable expenses from the Holder's Distributable Income in accordance with $\left( a\right)$ this deed:
• withhold payment of any money payable to a Holder until the liability is discharged; or $(b)$
• recover the amount payable by the Holder from any money or property held for, or $\left( c\right)$ distribution or other amount payable to, the Holder, including by redeeming or causing buy-back of Units of the Holders,

in order to meet the liability or to be reimbursed for a liability which it has already met.

26. Distributions

26.1 Cash distributions

The Trustee may at any time elect that any amount (capital or income) of the Trust be distributed to Holders pro rata to the number of Economic Units held in the Trust as at a time determined by the Trustee, provided that only cash is distributed.

26.2 Distribution of Distributable Income

Within two months after the end of each Trust Year, the Trustee must distribute any undistributed share of Distributable Income to which any Holder is entitled.

26.3 Holders' interest in Distributable Income

Each Holder is presently entitled as at the end of each Trust Year to a share of Distributable Income for that Trust Year, if any, which has not previously been distributed, in the proportion of the number of Economic Units held to the aggregate of all Economic Units then on issue on the Trust. Each Holder has a vested and indefeasible interest in all amounts of Distributable Income to which that Holder becomes entitled in accordance with the operation of this clause.

Minter Ellison | Ref: Thiw MEL5_331172_2 (WB7)

$\Omega$

27. Payments

The obligations of the Trustee are fully discharged in respect of any money payable to a Holder that is deposited into an account with a bank or other financial institution nominated by the Holder and approved by the Trustee or, if the Trustee agrees, paid by cheque (which the Trustee must prepare) posted to the Holder, or (if the Trustee agrees) applied in another manner as the Holder directs the Trustee.

28. Accounts

Accounts for the Trust must be prepared in accordance with generally accepted Australian accounting principles and applicable accounting standards. The Trustee must keep the accounts of the Trust. The Trust's fiscal year ends on 30 June.

29. Auditor

The Trustee must appoint and may at any time replace as Trust auditor a registered company auditor, or a firm of chartered accountants of which at least one partner is a registered company auditor.

30. Meetings

$30.1$ Convening and conduct of Meetings

The Trustee may call a Meeting in the manner provided in Schedule 1 and the Meeting must be conducted in accordance with Schedule 1.

30.2 Written resolutions

A resolution is passed without a Meeting if all the Holders entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Holders if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Holder signs. The passage of the resolution satisfies any requirement under this deed or the law (if any) that the resolution be passed at a Meeting.

30.3 Postal Ballot

A Meeting may be conducted by postal ballot in accordance with those arrangements as the Trustee decides replicate as closely as may be practicable, the provisions of this deed with respect to Meetings.

31. Trustee's retirement

31.1 Trustee may retire

Subject to the law, the Trustee may retire from the Trust by giving at least I months notice to the Holders.

31.2 Trustee must retire

Subject to the law, the Trustee must retire from the Trust immediately if:

• a receiver is appointed in respect of all or any part of the Trustee's business or assets; $\left( 1\right)$
• $(b)$ the Trustee becomes insolvent or goes into liquidation; or

Minter Ellison | Ref. THW

$\frac{1}{3}$

$\frac{1}{2}$ . The sequence of $\frac{1}{2}$

ć,

$\bar{\bar{z}}$

÷.

$\bar{z}$

$\frac{1}{2}$

Holders of Units at a Meeting pass a Extraordinary Resolution that the Trustee must retire. $(c)$

31.3 Replacement Trustee

A retiring Trustee must within one month after giving notice or being required to retire, appoint a replacement Trustee, otherwise the Holders by Extraordinary Resolution may do so.

31.4 Retiring Trustee must transfer Trust Property and records

A retiring Trustee must transfer all Trust Property and records of the Trust to the new Trustee at the cost of the Trust.

31.5 New Trustee

The new Trustee must not be a Holder and cannot at any time after appointment become a Holder unless the new Trustee is a Special Trustee. This sub-clause cannot be modified or deleted.

32. Trustee's indemnity

To the extent permitted by law (and in no way limiting or purporting to exclude, or reduce liability under law in particular), on retirement or removal, the Trustee is entitled:

• to a complete release from all obligations in relation to the Trust which arise after its $\left( a\right)$ retirement or removal; and
• to be indemnified out of Trust Property against any claims arising out of its conduct as $(b)$ Trustee except claims in respect of neglect, default or breach of trust by the Trustee and without limiting liability of the Trustee to the Holders.

$33.$ Liability of Holders

• The liability of a Holder in their capacity as such is limited to: $(a)$
• any liability to pay the amount (if any) of the Issue Price that is for the time being $(i)$ unpaid on the Units or Economic Units held by that Holder; and
• any liability expressly imposed on that Holder under this deed or under any $(ii)$ separate agreement between that Holder and the Trustee,

a distribution or payment of capital does not create or increase any unpaid amount of the Issue Price of Units.

• $(b)$ Subject to clause 33.(a)(ii), a Holder need not:
• indemnify the Trustee if there is a deficiency in the Trust Property as compared $\left($ i with the liabilities to be met from the Trust Property; or
• meet the claim of any creditor of the Trustee in respect of the Trust, $\rm (ii)$

and recourse of the Trust and Trust creditors is limited to Trust Property.

No partnership or agency 34.

Nothing contained or implied in this deed creates or constitutes, or is decated to create or constitute, a partnership or agency relationship between the Trustee and a Holder.

Ä

÷

$\mathbb{S}^3_1$

i
II

35. Notices and other communications

$35.1$ Service of notices

• A notice, demand, consent, approval or communication under this deed (Notice) must be: in writing, in English and signed by a person duly authorised by the sender; and $\left( a\right)$
• hand delivered or sent by prepaid post or facsimile to: $(h)$
• for the Trustee, the address for Notices specified in the Details, as varied by any $(i)$ Notice given by the Trustee; and
• for a Holder or joint Holders, the address of the Holder, or of the first named of $(ii)$ joint Holders, shown in the Register.

35.2 Effective on receipt

A Notice given in accordance with clause 35.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

if hand delivered, on delivery; $\left( 1\right)$

if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside

if sent by facsimile, when the sender's facsimile system generates a message confirming $\left( c\right)$ successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

$35.3 -$ Joint Holders

$(b)$

A notice may be given by the Trustee to joint Holders by giving the notice to the joint Holder

35.4 Persons deriving title

A parson entitled to a Unit or Economic Unit by operation of law and who is not registered as the Holder of the Unit or Economic Unit is taken to receive any notice served in accordance with this

35.5 Document delivery

A Unit or Economic Unit certificate, cheque, warrant or other document may be delivered by the

• in the case of a Holder who does not have a registered address in Australia, by prepaid $(a)$
• $(b)$

in any other case, by prepaid ordinary post,

and is at the risk of the addressee as soon as it is given or posted.

Foreign Holders 35,6

A Holder whose registered address is not in Australia may specify in writing an address in Australia as the Holder's registered address for the purposes of this clause 35.

Minter Elison | Ran THW
MELS_331172_2 (W97)

$\frac{1}{2}$

ii ii ii ii ii ii ii ii ii ii ii ii ii

$\mathbf{L}_1$

$\mathbb{N}^{\pm}_{\mathbb{R}}$

计算法

4

$\frac{1}{2}$

$\frac{1}{2}$ : $\mathbb{R}^2$ $\hat{r}_{\rm in}$

35.7 Certificate

A certificate in writing signed by a director, secretary or other officer of the Trustee that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.

35.8 Signature

The signature to a Notice given by the Trustee may be written or printed.

$35.9$ Service abroad

All Notices sent by post outside Australia must be sent by prepaid airmail post.

36. Amendments

36.1 Amendments by Trustee

The Trustee may by supplemental deed, modify, add to or delete from, this deed, but may not:

• if the modification, addition or deletion is likely to confer a benefit on the Trustee or any $\left( a\right)$ of the Trustee's related bodies corporate, officers or employees;
• $(b)$ if expressly prohibited from doing so under this deed; or
• if the modification, addition or deletion is likely to have a material adverse effect on the $\left($ c $\right)$ interests of Holders.

36.2 Extraordinary Resolution

The Trustee may make any amendment to this deed approved by Extraordinary Resolution.

37. Governing law

This deed is governed by the law of Victoria.

$\frac{1}{2}$

Ť

ļ.

Ŷ, i.

$\hat{\phi}$

$\frac{1}{\epsilon}$

$\hat{\psi}^{\dagger}_{1}$

$\frac{1}{2}$

$\hat{\mathcal{L}}$ .

Schedule 1- Meetings of Holders

1. Notice

$1.1$ Calling of Meetings

• The Trustee may at any time call and arrange a Meeting. $\left( \mathbf{u}\right)$
• The Trustee must call and arrange a Meeting at the written request of Holders with 10% of $(b)$ the issued Units.

$1.2$ Period of notice

The Trustee must give Holders 21 days notice of a Meeting or such lesser time as agreed to in writing by Holders of at least 95% of the Units on issue. In calculating the period of notice, both the day on which the notice is given (or taken to be given) and the day of the Meeting (of which notice is being given), are excluded.

$1.3$ Contents of notice

The notice of Meeting must specify:

• $\left( n\right)$ the place, date and time of the Meeting;
• $\left( b\right)$ the general nature of the business to be transacted; and
• for any Extraordinary Resolution proposed, the precise terms of the proposed resolution. $\circ$

A copy of the notice must be sent to the Trustee except if the Trustee calls and arranges the Meeting.

$1.4$ Omission to give notice

Accidental omission to give notice to, or the non-receipt of notice by, a Holder does not invalidate the Meeting nor any resolution passed at a Meeting.

$2.$ Proceedings at Meeting

$2.1$ Quorum

The quorum for a Meeting is 4 Holders present in person, by attorney or by proxy, or if a Holder is a corporation by proxy, by attorney or by duly authorised representative. Business cannot be transacted at a Meeting if a quorum of Holders is not present at the commencement of business.

$2.2$ No quorum

• Subject to clause 2.2(c) of this Schedule, if a quorum is not present within 30 minutes $(a)$ after the time appointed for a Meeting, the Meeting stands adjourned to the same time and place five Business Days after the appointed Meeting or at another place and time agreed by all Holders of Units present at the Meeting.
• At an adjourned Meeting, the Holders of Units present and entitled to vote whatever the $(b)$ number of the Units held by them is a quorum for the transaction of business including the passing of Extraordinary Resolutions.

Minter Ellison | Ref. THW
MEL5_331172_2 (W97)

If a Meeting is called and arranged at the request of Holders of Units and a quorum is not $\left( c\right)$ present within 30 minutes after the time appointed for the Meeting, the Meeting is dissolved.

$2.3$ Chairperson

• The chairperson of each Meeting is the chairperson (or in the chairperson's absence the $(a)$ deputy chairperson) of directors' meetings of the Trustee.
• Those of the Trustee's directors present may elect a chairperson of a Meeting, if: $(b)$
• there is no chairperson or deputy chairperson of meetings of the Trustee's $\left( i\right)$ directors:
• the chairperson and deputy chairperson of meetings of Trustee's directors do not $(ii)$ want to act as chairperson of the Meeting; or
• the chairperson of the Meeting is not present within 15 minutes after the time $(iii)$ appointed for the Meeting.
• If a chairperson of a Meeting is not elected under clause 2.3(b), then: $\left( c\right)$
• the Holders of Units may elect one of the Trustee's directors present as $(i)$ chairperson; or
• $(n)$ if a director of the Trustee is not present or does not want to take the chair, the Holders of Units may elect one of the Holders of Units present as chairperson.
• If there is a dispute at a Meeting about a question of procedure, the chairperson may $(d)$ determine the question.

$2.4$ Adjournment

• The chairperson of a Meeting may with the consent of a Meeting at which a quorum is (a) present, adjourn the Meeting to another place and time.
• The chairperson of a Meeting must adjourn the Meeting to another place and time if $(b)$ directed by the Meeting so resolving on a poll.
• Only business that may lawfully have been transacted at the Meeting from which the $\left( c \right)$ adjournment took place, may be transacted at the adjourned Meeting.
• If a Meeting has been adjourned for more than 21 days, three days written notice of the $(d)$ adjourned Meeting must be given to the Holders. In calculating the period of notice, both the day on which the notice is served (or taken to be served) and the day of the adjourned Meeting (of which notice is being given) must be given to Holders.

$2.5$ Minutes

Minutes of a Meeting signed by the chairperson are conclusive evidence of the proceedings of the Meeting.

$3^o$ Voting

$3.1$ Show of hands

• A resolution put to the vote of a Meeting must be decided on a show of hands of Holders $(a)$ of Units except if a poll is demanded.
• If a poll is not demanded a declaration by the chairperson that a resolution has been $(b)$ carried (unanimously or by a particular majority) or lost is conclusive evidence of the fact

Minter Ellison | Raf: THW
MELS_331172_2 (W97)

Trust deed | page 22

$\frac{1}{3}$

1. 1. 1. 1. 1. 11.

de la propincia de la construcción de la construcción de la construcción de la construcción de la construcción
Construcción

$\ddot{\cdot}$

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

$\frac{1}{2}$

医前肢 计数字符

Ŷ,

without proof of the number or proportion of the votes recorded in favour of or against the resolution.

$3.2$ Poll

• $\left( a\right)$ A poll may only be demanded by:
• $\left($ i the chairperson; or
• in writing by one or more Holders of Units present in person, by proxy or by $(ii)$ authorised representative and holding or representing 5% of the issued Units.
• A poll may only be demanded before or on the declaration of the result of the show of $(b)$ hands.
• If a poll is duly demanded it is to be taken in the manner the chairperson may direct and $\left( c\right)$ the result of the a poll is deemed to be the resolution of the Meeting at which the poll was demanded.

$3.3$ Conduct of poll

• $(a)$ A poll demanded on the election of a chairperson or on a question of adjournment must be taken at the Meeting without adjournment. A poll demanded on any other question may be taken either immediately or at another time (not being more than 30 days from the date of the Meeting) and place as the chairperson may direct. No notice need be given of a poll not taken immediately.
• The demand for a poll does not prevent the Meeting continuing for the transaction of $(b)$ business except the question on which the poll has been demanded.

$3.4$ Number of votes

• On a show of hands, each Holder of Units who is present in person, by attorney, by proxy $(a)$ or by authorised representative has one vote.
• On a poll, each Holder of Units who is present in person, by attorney, by proxy or by $(b)$ authorised representative has one vote for every Unit of which the Holder is the registered holder.
• A Holder of Units entitled to more than one vote need not use all its votes or cast all the $(c)$ votes it uses in the same way.

$3.5$ No casting vote

The chairperson does not have a easting vote in addition to the chairperson's votes as Holder of Units, proxy, attorney or authorised representative.

$3.6$ Joint holders

In the case of joint Holders of Units, the vote of the joint Holder of Units first named in the Register voting whether in person, by proxy or by authorised representative is accepted to the exclusion of the votes of the other joint Holders of Units.

$3.7$ Resolutions

Subject to this deed and any Extraordinary Resolution, a resolution of the Holders of Units is carried if a majority of the votes cast on the resolution of Holders of Units is in favour of the resolution.

Minler Ellison | Ref: THW
MEL5_331172_2 (W97)

Ì,

$\cdot$ :

非正 用的过去式

$\mathbb{C}$ $\cdot$

4. Proxies

$41$ Number of proxies

A Holder who is entitled to vote at a Meeting of Holders may appoint not more than two proxies to attend and vote at the Meeting on the Holder's behalf.

Instrument appointing proxy $4.2$

The instrument appointing a proxy must be in writing and executed as follows:

• if the appointor is a corporation, under its common seal or signed by a duly authorised $(4)$ officer or attorney of the corporation; or
• in any other case, signed by the appointor or the appointor's attorney duly authorised in $(b)$

4.3 Proxy need not be Holder

A person appointed to act as a proxy need not be a Holder.

44 Return of proxies

• An instrument appointing a proxy and the power of attorney or other authority (if any) $(a)$ under which it is signed or a certified copy of the power or authority must be received at:
• the place specified by the Trustee in the notice of Meeting for the return of $\bf (i)$ proxies; or
• if a place is not specified for the return of proxies, at the registered office of the $(ii)$
• $(b)$ Each instrument appointing a proxy must be received 48 hours before the time appointed for the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for taking of the poli) at which the person named in the instrument proposes to vote. An instrument appointing a proxy received in default of this clause must be treated as invalid.
• An instrument appointing a proxy is only valid twelve months after the date it is $(c)$

4.5 Form of proxy

• $(a)$ An instrument appointing a proxy may be in the usual common form or another form approved by the Trustee.
• $(b)$ An instrument appointing a proxy is deemed to include the right to demand or join in demanding a poll.
• An instrument appointing of a proxy is also valid for any adjournment of the Meeting as $\left( c\right)$ for the Meeting to which it relates.
• $(d)$ An instrument appointing a proxy need not be witnessed.

4,6 Validity of vote

Except where the Trustee has received at its registered office written notice of the matter before the start or resumption of the Meeting at which a proxy votes, a vote cast by a proxy is valid even if, before the proxy votes:

• $(a)$ the proxy's appointor dies;
• $(b)$ the proxy's appointor is mentally incapacitated;
• the instrument appointing the proxy is revoked; $(c)$

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Ò,

÷

$\frac{1}{2}$

Ĭ, $\frac{1}{2}$

È.

• the authority under which the instrument appointing the proxy is revoked; or $(d)$
• $(e)$ the Units in respect of which the proxy was given are transferred.

5. Extraordinary resolution

The following may only be done by Extraordinary Resolution:

• any modification or compromise or any arrangement in respect of Holders' rights against $(a)$
• any modification, alteration, cancellation, amendment or addition to this deed. $(b)$

Holders bound 6.

A resolution passed at a Meeting duly convened and held in accordance with this Schedule binds each Holder whether the Holder was present at the Meeting and cach Holder must give effect to

Micter Ellison | Ref: THW
MEL5_331172_2 (W97)

Signing page

EXECUTED as a deed.

Executed by Koisen Pty Ltd ACN 111 384 $144$

Signature of sole director and sole company secretary

$M$ Ri $M$ _O $M$ $S$ $C$ ^$R$ $C$ $C$ ^$C$ $C$ $C$ $C$ $N$ $C$ $C$ $C$ $C$ $C$ $C$ $C$ $C$ $C$ $C$ $C$ $C$ $C$

Executed by M&T Carnegie Pty Ltd by its
duly authorised officer Mark Howard Camegie ίt,

Signature of Mark Howard Carnegie

$\frac{1}{2}$ , $\frac{1}{2}$ ,

who states that he or she is the sole director and the
sole company secretary of the company.

È

$\begin{bmatrix} 1 \ 1 \ 1 \end{bmatrix}$

计时间

NO. 559

$P_1 = 8$

$1 of 5$

ħ,

Ji ļ h
Historia

$\frac{1}{2}$ $\frac{1}{4}$ $\hat{\phi}$

Property of

$\bigcap_{i=1}^n$ $\bar{\gamma}$ Ŷ, $\frac{1}{2}$

医普普普普氏试验

$\frac{1}{2}$

$\begin{bmatrix} 1 \ 1 \ 1 \ 1 \end{bmatrix}$

J

1. JUL. 2005 15:41 CPH FINANCE - 61 2 82684677

		AUSTRALIAN
ENTITY NAME		COMPANY NO.
ACP Customs Services Pty Ltd		002 561 319
Amagraze Pty Ltd		009 672 400
Australian Financial Times Pty Ltd		003 993 682
Australian Fluorine Chemicals Pty Ltd		000 333 684
Australian Rural Exports Pty Ltd		009 933 831
Baines River Cattle Company Pty Ltd		009603516
Baratria Pastoral Company Pty Ltd		054 544 884
Bareage Pty Ltd		060 526 865
Benchem Pty Ltd		072 167 527
Cairnton Holdings Limited		008 394 134
Carnton Pry Ltd		001 735 075
Captwo Pty Ltd		091 030 929
Carlton Hill Pty Ltd Casthree Pty Ltd		009 624 159
Castwo Pty Ltd		084 494 619
Catone Pty Ltd		084 494 520
		091 030 910
Cavalane Holdings Pty Ltd Cinema Centers of Bangor, Inc.		080 695 754
Cincreus Beach Pty Ltd
Conpress (Canada) Corp.		070 772 404
Conpress Cayman IV, LDC
Compress (Hong Kong) Ltd
Conpress (Malaysia) SDN BHD
Conpress Cayman Finance, LDC
Conness Cayman II, LDC
Congress Cayman, LDC
Conpress Christohurah Pty Ltd
Conpress Finance BV
Conpress Gulf Inc.
Conpress Holdings Pty Ltd		088 047 974
	Conpress International (Netherlands Antilles) II NV
Conpress International (Netherlands Antilies) NV
Compress International Finance
Conpress Meat Group (USA) Corporation
Conness Projects BV
Conness Ventures Pty Ltd		086 177 513
Consolidated Custodians International Ltd
Consolidated Custodians Pty Ltd		008 394 492
Consolidated Gaming Pty Ltd		071 513 409
Consolidated Mear Group Pty Ltd		065 093 709
Consolidated Meat Holdings Pty Ltd		065 092 775
Consolidated Meat Property Pty Ltd		070 208 687

MELL_338001_1 (WP7)

$900$ $20$

$\left( 1/2 - 0.7 - 0.5 \right)$ ( $\left( 8/1/2/2 \right)$ ) (

$\hat{\boldsymbol{\beta}}$

; $\sqrt{3} + \sqrt{2}\, \sqrt{9}\, \sqrt{2}\, \sqrt{8}\, \sqrt{3}\, \sqrt{2}\, \sqrt{5}\, \sqrt{4}\, \sqrt{4}$

$\sharp$ -3+/ -3.5

$\frac{1}{\pi}$ $\frac{1}{2}$ $\bar{z}$

计可以

计计算 人名法意法拉利亚

$\begin{array}{c} 1 \ 1 \ 1 \ 1 \ 1 \ 1 \ 1 \ 1 \ 1 \ 1 \ 1 \ 1 \ 1 \$

$\frac{1}{2}$

1144、大型型 网络马尼西德

IJ

$\hat{\boldsymbol{\beta}}$

$2$ of 5

Consolidated Pastoral Company Pty Ltd	010 080 654
Consolidated Press (Finance) Ltd	001 557 035
Consolidated Press Entertainment Pty Ltd	070 506 606
Consolidated Press Financial Services Pty Ltd	008 457 869
Consolidated Press Holdings Ltd	008 394 509
Consolidated Press International Limited
Consolidated Press International Holdings Limited
Consolidated Press Investments Pty Ltd	000 089 118
Consolidated Press Property Pty Ltd	004 160 703
CP International Investments Ltd

$\hat{\mathcal{A}}$

	٦.
--	----

$\dot{\gamma}$

$\mathcal{I}$ $\mathcal{I}$

$\mathcal{F}^{\mathcal{G}}{\mathcal{G}}$ and $\mathcal{F}^{\mathcal{G}}{\mathcal{G}}$ is a subsequent for the properties of $\mathcal{F}^{\mathcal{G}}_{\mathcal{G}}$

$\frac{1}{1}$ $\frac{1}{\sqrt{2}}$ $\frac{1}{2}$

$\frac{1}{2}$ $\gamma_{\rm c}$

$3$ of $\bar{5}$

	AUSTRALIAN
ENTITY NAME	COMPANY NO.
CP International Management Services Limited
CP International Resources Ltd
CP International Securities Ltd
CPH Acquisition Sub, Inc.
CPH Capital Pty Ltd	096 130 899
CPH Fashion Pty Ltd	089 304 941
CPH Holding Corp. (III), Inc.
CPH Holdings Corp. (I), Inc.
CPH Holdings Corp. (II), Inc.
CPH Investments Management Pty Limited	092 008 172
CPH Management Limited	$-080207496$
CPH New Investments Pty Ltd	096 130 906
CPH Products Pty Limited	106 918 638
CPH Property Pty Limited	000 031 747
DCE America Inc.
Dorigad Two Pty Ltd	073 500 535
Ellerstina (Belgium) BVBA
Ellerstina Inversiones (Malaysia) SDN BHD
Ellerstina Inversiones SA
Ellerstina SA
Ellerston Capital Pty Ltd	110 397 674
Ellerston Gems Pty Ltd	109 155 544
Ellsworth Cinemas Inc
Emerald Limited
Estadios & Technologia SA
GJ Foster Pty Ltd	077 834 809
GRM International Group Limited
GRM International Pty Ltd H Penn Inc	010 020 201
Holiwest Pty Ltd	082 627 898
Hoyts Advertising Pty Ltd	107 614 684
Hoyts Austria (Operations) B.V.
Hoyts (Brewster) Corporation
Hoyts Cinemas (Michigan) Corp
Hoyts Cinemas (Ohio) Corp
Hoyts Cinemas (South America) Holdings Limited
Hoyts Cinemas America Limited
Hoyts Cinemas Argentina Limited
Hoyts Cinemas Chile Limited
Hoyts Cinemas Europe B.V.
Hoyts Cinemas Germany GmbH
Hoyts Cinemas Germany Operations GmbH
Hoyts Cinemas Limited	066 234 900
Hoyts Cinemas Operations Pty Ltd	006 530 347
Hoyts Cinemas Overseas Holdings Sdn Bhd
Hoyts Cinemas Polska Sp z.o.o.
Hoyts Emerging Territories Ltd Hoyts European Holdings B.V.
Hoyts Investments Pty Ltd	107 240 979
Hoyts Leasing Inc
Hoyts Merger Inc
Hoyts Overseas Operations Sdn Bhd

-11	A . .,	-9. د	35
-----	------------------	----------	----	--

ļ

$\ddot{\phi}$ $\bar{z}$

医无线性皮炎 医皮质 医无线性 医心包 计数据数据

医皮肤细胞 化反应性 医阿拉伯氏试验检胆汁

$\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

$\hat{\mathcal{A}}$

$4$ of $5\,$

ENTITY NAME	AUSTRALIAN COMPANY NO.
Hoyts Cinemas (Wood Green) Limited
HSV Inc
HUSH Holding Company Inc
HUSH Holding Subsidiary Inc
HUSH Holdings US Inc
Jaslib Pty Ltd	065 059 458
Jasopt Pty Ltd	065 064 164
Kingston Tripple Cinemas Inc
Lenvoka Pty Limited	003 274 628
Leyton Limited
Lutrust Pty Limited	088 937 428
Magenta Investments Ltd
Miamba Pastoral Company Pty Ltd	010 549 809
Murray Leisure Group Pty Limited	000 090 273
Murray Publishers Pty Limited	000 067 998
Nicarby Pty Ltd	086 715 362
Northeast Cinemas, L.L.C.
Northeast Cinemas (Connecticut) L.L.C.
Northeast Cinemas (Georgia) L.L.C.
Northeast Cinemas (New Jersey) L.L.C.
Northeast Cinemas (Rhode Island) L.L.C.
Northkom Pty Ltd	082 885 961
Nova One Limited
Nova Two Limited
Perisher Blue Pty Ltd	061 232 488
RDI Philippines Inc.
Revlake Pty Limited	051 765 818
Ridgegate Pty Limited	058 139 923
Rosgrove Pty Limited	051 649 560
Sandleford Pty Ltd	105 268 942
Savabow Pty Ltd	084 712 774
SBC Burlington Corp
Sedgeford Pastoral Company Pty Ltd Silthree Pty Ltd	011 053 937
	084 494 575
Siltwo Pty Ltd Silver City Cinemas, Inc.	084 494 495
Silver City Holdings, Inc.
Stepney Limited
Sunningdale Holdings Limited
Sunningdale Investments Ltd
Television Corporation of Australia Pty Ltd	003 181 404
Taringah Pty Ltd	105 268 862
Teys Bros (Beenleigh) Pty Ltd	009 672 459
Teys Bros (Biloela) Pty Ltd	009 669 265
Teys Bros (Holdings) Pty Ltd	009 872 600
Teys Bros (Japan) Pty Ltd	065 440 146
Teys Bros (Naracoorte) Pty Ltd	010 807 986
Teys Bros (USA) Pty Ltd	099 656 096
Teys Feedlots Pty Ltd	010 835 533
Teys Financial Services Pty Ltd	011 011 395
Teys Investments Pty Ltd	009 868 900

$\bar{z}$

$\bar{1}$

$\hat{\beta}$

$\sim$

1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1

$\frac{1}{2}$ $\mathcal{A}$

$5$ of $5$

$\bar{\gamma}$

	AUSTRALIAN
ENTITY NAME	COMPANY NO.
Ticketek Argentina SA
Toranaga Pty Ltd	056 229 728
Toray Pty Ltd	002 348 503
Treysta Pty Ltd	078 467 080
Vilder Holdings Pty Ltd	105 268 899
Wakefield Bahamas Limited
Wavemill Custodians No. 1 Pty Ltd	105 282 335
Wavemill Custodians No. 2 Pty Ltd	105 282 317
Wavemill Holdings Pty Ltd	105 282 344
Western Empire Publications Ltd
Wooltech Europe S.r.l.
Wooltech Holdings (Luxembourg) SA
Wooltech Pty Limited	010 717 441

$\bar{z}$

$\bar{\beta}$

$\blacksquare$

$\bar{z}$

NO. 562 P. 3

SCARLETT UNIT TRUST

Unit entitlements

Unit holder	Economic Unit entitlement	Voting Unit Entitlement
Bayeux Investment Pty Limited	5%	5.68%
Takeda Pty Limited	5%	5.68%
Buka Minerals Limited	10%	4.55%
John Singleton Promotions Pty Limited	10%	11.36%
Tamorer Pty Limited	5%	5.68%
M&T Camegie Pty Limited	5%	5.68%
Avobone NV	10%	11.36%
Casthree Pty Limited	50%	50%

Casthree Pty Ltd ACN 084 494 619

This is Annexure "C" of 1 page referred to in form
604 Notice of change of interests of substantial holder.

e, Director

MEYS_347954_2 (4797)

医中国的第三人称单数

$-1/ -31$ $; 31292832544$ #

604 GUIDE page 1/1 13 March 2000

Form 604
Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Iluka Resources Limited (Iluka)
ACN/ARSN	008 675 018
1. Details of substantial holder (1)
Name	John Singleton Promotions Pty Ltd ACN 001 608 546 (JSP), John Singleton, Ognis Pty Ltd ACN 001 051 501 (Ognis)
ACN/ARSN (if applicable)	and Swancap Pty Limited ACN 056 147 267 (Swancap)
There was a change in the Interests of the
substantial holder on	17/6/2005
The previous notice was given to the company on	17/6/2005

2. Provious and present voting power

The previous notice was dated

The total number of votes attached to all the voting shares in the company or voting Interests in the scheme that the substantial holder or an associate (2) had a relevent interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

17/6/2005

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares (Shares)	13.605.427	5.8414%	16 885 170	17.2496%

3. Changes In relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
17/6/2005	Kolsen Pty Ltd ACN 111 384 144 kKolson).	lOn-market acquisitions of Shares by Kolsen. iSee also Annoxure , B" trust deed and lAnnexure "C" unit entitlements	See Annexure "A" attached	3,280,043	3,280,043

4. Present rolevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
IJSP.	ANZ Margin Services ipiy Ltd, ANZ Nominees Ltd. Bell [Potter Nominees Account), Genca Pty Limited and Talogg Pty Limited	ANZ Margin Services Pty Ltd, ANZ (Nominees Ltd. Bell Fotter Nominees Limited (BB Nominees Limited (BB Nominees Account), Genca Ptv Limited and Talogg IFtv Limited	Beneficial interest	1.150.751	1,150,751
John Singleton	ANZ Margin Services Pty Ltd. ANZ Nominees Ltd, Bell Potter Nominees Account), Genca Pty Limited and Talogg Pty Limited	ANZ Margin Services Ptv Ltd. ANZ Nominees Ltd. Bell Potter Nominees Limited (BB Nominees Limited (BB Nominees Account), Genca Pty Limited and Talogo lPtv Limited	Ultimate controller of JSP	1.150.751	1.150.751

Î,

$\frac{1}{2}$

$\frac{1}{2}$ i
I

a the angles

$\frac{1}{2}$ $\psi$

中国的人

$\hat{\boldsymbol{\cdot} }$ $\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

医神经 医神经性神经

Ť

$\mathcal{V}$ 니

lOgnis	ANZ Margin Services Pty Ltd, ANZ Nominees Ltd. Bell Potter Nominees (Account), Genca Pty Limited and Talogg IPty Limited	ANZ Margin Services IPty Ltd. ANZ Nominees Ltd. Bell Potter Nominees Limited (BB Nominees Limited (BB Nominees Account), Genca Ptv Limited and Talogg Pty Limited	Controller of JSP	1,150,751	1,150,751
lSwancap	ANZ Margin Services IPty Ltd. ANZ Nominees Ltd. Bell Potter Nominees Account), Genca Pty Limited and Talogo Pty Limited	ANZ Margin Services Pty Ltd, ANZ Nominees Ltd. Bell lPotter Nominees Limited (BB Nominees Limited (BB Nominees Account), Genca Pty Limited and Talogg Pty Limited	Controller of Canis	1.150.751	1 150.751

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not applicable	Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Kolsen	Level 45, 2 Park Street, Sydney, NSW 2000
JSP	c/- Howarth (NSW) Pty Limited, Level 10, 1 Market Street, Sydney, NSW 2000
John Singleton	Level 27, 201 Sussex St, Sydney, NSW 2000
Ognis	C/- Howarth (NSW) Pty Limited, Level 10, 1 Market Street, Sydney, NSW 2000
Swancap	(c/- Howarth (NSW) Pty Limited, Level 10, 1 Market Street, Sydney, NSW 2000
ANZ Margin Services Ltd	Level 7, 20 Martin Place, Sydney, NSW 2000
ANZ Nominees Ltd	Level 7, 20 Martin Place, Sydney, NSW 2000
Bell Potter Nominees Limited (BB Nominees Account)	GPO Box 4718 TT, Melbourne, VIC 3001
Genca Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000
Talogg Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000

Signature

÷,

$\sharp = 3 \mathbin{/} -3$ l ; $\sqrt{3}$ | $2$ $\sqrt{9}$ $2$ $\sqrt{8}$ $\sqrt{3}$ $2$ $\sqrt{5}$ $\sqrt{4}$ $\sqrt{4}$

$\bar{\phantom{a}}$

$\hat{\boldsymbol{\theta}}$

$\overline{1}$ of $\overline{1}$
Total	8,879,713.35 15,314,885.05	3,623.21 24,194,598.40
55	1,293.45 1,329.76
Brokerage	$13,297.63$ $22,934.49$	36,232.12
Amount	8,865,085.96 15,289,657.11	24.154.743.07
Purchase Price	4693 71896
No.of Shares	1,233,043 2,047,000	$\frac{1}{2}$ $\frac{3.280 \text{ N}}{2}$
Settlement Date of	21/06/2005 22/06/2005
Date of Trade	16/06/2005 7/06/2005

This is Annexure "A" of 1 page referred to in form 604 Notice of change of $\frac{1}{2}$ function of substantial holder. John Singleton Promotions Pty Ltd ACN 001 608 546 Xă

MEL5_334837_1 (XLS)

$\frac{1}{2}$

$\frac{1}{2}$

医心体 医心包 计多数数字数字 医金属紫色 医心理 医感染性 人名德

$\hat{\boldsymbol{\theta}}$

John Singleton Promotions Pty Ltd ACN 001 608 546

This is Annexure "B" of 26 pages referred to in form 604 Notice of change of interests of substantial holder Difector

Trust deed

for the Scarlett Unit Trust

Kolsen Pty Ltd ACN 111 384 144 (Trustee)

MEL5_331172_2 (W97)

$12 - 07 - 05$ ; $18:24$ ;

J.

$\cdot$ $\hat{\vec{r}}$

Ă,

Ť

14000

$\mathbf{h}$ $\gamma_1$ ÷, $\frac{1}{3}$ $\frac{1}{2}$

$\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

$\mathbb{C}_2$

уĤ $\frac{1}{2}$

$\frac{1}{1}$

Trust deed for the Scarlett Unit Trust

	Details	5
	Terms
1. 11 1.2 13	Defined terms & interpretation Defined terms Interpretation Headings	6 6 6 7 7
2. 2.1 2.2 2,3 2.4	Establishment Unit trust Benefit of Trust Trustee Deed binding	7 $\overline{I}$ 7 7 7
3.	Duration of Trust	7
4. 4.1 4.2	Trust Property Vesting Separate fund	7 7 $\overline{7}$
5.	Trust Liabilities	7
6. 6.1 6.2 6.3 6.4	Units and Economic Units Rights of Holders Units identical No interference Economic Units	7 7 7 7 7
7. 7.1 7.2 73 7.4 75	Applications Application for Units Minimum investment Trustees may reject applications Issue of Units Funds not cleared	7 7 $\overline{7}$ 7 7 7
8. 81 8.2 8.3	Valuations Trustee's expertise Value of Trust Property Revaluation	7 7 7 7
9. 9.1 9,2	Net Asset Value Calculation Time of calculation	7 7 7
10.	Issue Price	7
11.	Redemptions not generally permitted	7

Minter Etilson | Ref; THW
MEL5_331172_2 (W97)

$\mathcal{L}^{\mathcal{A}}$

$\frac{1}{2}$

医皮肤病 医心包性 医牙的 计可变化的 医阿里斯氏试验

$\frac{1}{4}$

$\frac{1}{2}$

$\frac{1}{\sqrt{2}}$

$\epsilon$ $\mathbb{C}$

$\hat{\boldsymbol{\gamma}}$

l,

12. 12.1	Trustee's powers	7
12.2	Powers Delegation by Trustee	7 7
13.	Trustee's agents	7
14.	Trustee's discretion	7
15.	Indemnity	7
16.	Register	7
16.1 13.2	Establish and maintain unit register Notice of trust	7
16.3	Registered Holder is owner	7 7
17.	Mortgage	7
17.1 17.2	Recording of mortgagee in Register Payments to mortgagees	7
17,3	Transfer of mortgaged Units	7 $\overline{7}$
17.4 18.	Trustee not have notice of mortgage or charge	7
	Certificates for Units	7
19. 19.1	Transfers of Units Transfer of Units or Economic Units	7
19.2	Manner of transfer	7 $\overline{7}$
19,3 19.4	Transfer happens on registration Trustee may not refuse to register	7.
20,	Death and insolvency	$\overline{7}$ 7
21.	Termination	7
21.1 21.2	Trustee may terminate Action on termination	7
213	Realisation of Trust Property	7 7
214	Distributable Income	7
22. 22.1	Trustee's liabilities and responsibilities Indemnities given to the Trustee	7
22,2	Limitations on liabilities	7 7
22.3 22.4	Limitation on responsibility for Costs Trustee prevented from acting	7
22.5	Advice to the Trustee	7 7
22.6 22.7	Application to court Interests of the Trustee	7
22.8	Contribution from others	7 7
22.9	Events beyond control of the Trustee	7
23.	Trustee's fees	7
24.	Outgoings	7
25.	Recoveries	7
26.	Distributions	7

نولد دو المسلم.

$\hat{\boldsymbol{\beta}}$

; $\sqrt{3} + \sqrt{2}\, \sqrt{9}\, \sqrt{2}\, \sqrt{8}\, \sqrt{3}\, \sqrt{2}\, \sqrt{5}\, \sqrt{4}\, \sqrt{4}$

青年

Normal March

计主 医生物

$\frac{1}{2}$ $\frac{1}{2}$

$\overline{1}$

26.1 26.2 26,3	Cash distributions Distribution of Distributable Income Holders' interest in Distributable Income	7 7 7
27.	Payments	7
28.	Accounts	7
29.	Auditor	7
30.	Meetings	7
30.1 30.2 30.3	Convening and conduct of Meetings Written resolutions Postal Ballot	7 $\overline{t}$ $\overline{f}$
31.	Trustee's retirement	7
31,1 31.2 31.3 31.4	Trustee may retire Trustee must retire Replacement Trustee Retiring Trustee must transfer Trust Property and records	7 $\overline{I}$ 7 $\overline{7}$
31.5 32.	New Trustee Trustee's indemnity	$\overline{7}$
33,		7
	Liability of Holders	7
34.	No partnership or agency	7
35. 35.1 35.2 353 35.4 35.5 35.6 35.7 35.3 35.9	Notices and other communications Service of notices Effective on receipt Joint Holders Persons deriving title Document delivery Foreign Holders Certificate Signature Service abroad	7 7 7 7 7 7 7 7 7 7
36.	Amendments	7
36.1 36.2	Amendments by Trustee Extraordinary Resolution	7 7
37.	Governing law	7
	Schedule 1 - Meetings of Holders	7
	Signing page	7

Minter Elisen | Ref: THW
MEL5_331172_2 (W97)

......

$\bar{\phantom{a}}$

Trust deed | page 4

$\bullet$

$\hat{\mathcal{A}}$

$\begin{array}{ccc}\n\cdot & \cdot & \cdot & \cdot & \cdot \
\cdot & \cdot & \cdot & \cdot & \cdot & \cdot \
\cdot & \cdot & \cdot & \cdot & \cdot & \cdot\n\end{array}$ $\mathbf{f}$ $\frac{1}{2}$ $\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

the community of the control of the control of the control of the control of

È

Ť $\ddot{\phantom{a}}$ $\frac{1}{2}$ f,

计可分子

$\hat{\epsilon}_i$

计计算

$\frac{1}{2}$ $\frac{1}{2}$

Details

Date

14 June 2005

Party

Name Short form name Notice details

Kolsen Pty Ltd ACN 111 384 144 Trustee

Facsimile Attention

Background

The Trust was constituted a unit trust according to the terms of this deed at 9am on 14 June 2005 on the issue of Units and receipt by the Trustee of $$10$ from the initial unitholder.

Minter Ellison | Ref: THW
MEL5_331173_2 (W97)

Trust dood | page 5

Terms

Defined terms & interpretation 1.

$1.1$ Defined terms

In this deed:

Business Day means:

• for receiving a notice under clause 35, a day that is not a Saturday, Sunday, public holiday $(a)$ or bank holiday in the place where the notice is sent;
• for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday $(b)$ in Victoria, Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Cost includes a cost, charge, fee, expense, commission, liability, loss, damage and tax and all amounts payable in respect of any of them or like payments.

Distributable Income means the net income of the Trust determined for purposes of section 95 of the Tax Act.

Extraordinary Resolution means a resolution passed at a meeting of Holders duly convened and held in accordance with Schedule 1 and carried by a majority consisting of the Holders of Units representing not less than 75% of the votes cast at the meeting on the resolution.

Economic Unit means a unit which confer on its Holder an undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Proporty, subject to Trust Liabilities but not a voting entitlement.

GST means any taxes in the nature of goods and services, supply or valued added taxes (by whatever name called) and whether imposed by an Australian or other legislature.

Holder means a holder of a Unit or Units or Economic Unit.

Issue Price means the price at which a Unit or Economic Unit is created and issued by the Trustee.

Meeting means a meeting of Holders.

Net Asset Value means the net asset value of the Trust calculated under clause 9.

Register means the unit register established under clause 16.

Special Trustee has the meaning given to it in the Duties Act 1997 (NSW).

Tax Act means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, or both of them.

Taxes means all income, capital gains, recoupment, debits, land, sales, payroll, fringe benefits, group, profit, interest, property, undistributed profits, withholding and other taxes, stamp, documentary, financial institutions, registration and other duties, municipal rates, and all other imposts, deductions and charges, related interest, penalties, charges, fees or other amounts assessed, charged, assessable or chargeable by or payable to any national, state or municipal taxation authority.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 8

1. 计可以计算机

Ť

ł

$; 31292832544$

11/ 31

Trust means Scarlett Unit Trust.

Trustee means the trustee of the Trust from time to time.

Trust Liabilities includes borrowings, unpaid costs, charges, expenses, outgoings and fees, contingent liabilities, provisions the Trustee decides to make and unpaid amounts due and payable to Holders and unpaid amounts due to the Trustee.

Trust Property means all property, rights and income of the Trust.

Trust Year means a year or other period in relation to which taxable income of the Trust for purposes of the Tax Act must be determined.

Unit means a unit in the Trust which has a voting right.

$1.2$ Interpretation

In this deed, except where the context otherwise requires:

• the singular includes the plural and vice versa, and a gender includes other genders; $(a)$
• another grammatical form of a defined word or expression has a corresponding meaning; $(b)$
• a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or $(c)$ schedule or annexure to, this deed, and a reference to this deed includes any schedule or annexure:
• a reference to a document or instrument includes the document or instrument as novated, $(d)$ altered, supplemented or replaced from time to time;
• a reference to AS, SA, dollar or S is to Australian currency; $\left($ c $\right)$
• $(t)$ a reference to time is to Victoria, Australia time;
• a reference to a party is to a party to this deed, and a reference to a party to a document $\left( z\right)$ includes the party's executors, administrators, successors and permitted assigns and substitutes:
• a reference to a person includes a natural person, partnership, body corporate, association, $(h)$ governmental or local authority or agency or other entity;
• $(i)$ a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
• a word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to $(i)$ it in the Corporations Act 2001 (Cth);
• the meaning of general words is not limited by specific examples introduced by including, $(k)$ for example or similar expressions;
• a rule of construction does not apply to the disadvantage of a party because the party was $\langle I \rangle$ responsible for the preparation of this deed or any part of it; and
• if a day on or by which an obligation must be performed or an event must occur is not a $(m)$ Business Day, the obligation must be performed or the event must occur on or by the next Business Day

$1.3$ Headings

Headings are for ease of reference only and do not affect interpretation.

Minter Ellison | Ref; THW
MELS_331172_2 (W97)

Trust deed | page 7

ij

Here is a series

$\mathcal{C}^{\pm}_{\mathbf{z}}$ ł

$\overline{2}$ . Establishment

$2.1$ Unit trust

By this deed the Trustee constitutes a unit trust called the Scarlett Unit Trust. The beneficial interest in the Trust is divided into Units and Economic Units.

$2.2$ Benefit of Trust

The Trust is constituted for the benefit of persons who, by subscription or otherwise in accordance with this deed to become Holders.

$2.3$ Trustee

The Trustee is trustee of the Trust.

$2.4$ Deed binding

This deed is binding upon the Holders and the Trustee.

З. Duration of Trust

The Trust begins on the date of this deed and subject to this deed ends 80 years (less one day) after that date.

$\overline{4}$ . Trust Property

$4.1$ Vestina

The Trust Property vests in the Trustee on trust for the Holders on the terms of this deed.

$4.2$ Separate fund

The Trustee must hold all Trust Property as a separate fund not available to meet liabilities of another trust.

5. Trust Liabilities

Trust Liabilities of the Trust must be determined as far as practicable in accordance with generally accepted accounting principles and applicable accounting standards.

6. Units and Economic Units

$6.1$ Rights of Holders

Only Economic Units confer on their Holders undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities. A Holder has no interest in any asset or part of any asset of the Trust. A Holder is not entitled to call for or assert an interest in any part of the Trust Property.

$6.2$ Units identical

The Trustee may issue Units or Economic Units in the Trust. All Units and Economic Units have interests and rights, and are subject to conditions, identical to those of all other Units or Economic Units as the case may be.

Minter Etteon | Ref: THW
MELS_331172_2 (We7)

Trust deed | page &

4

$\frac{1}{2}$

$\ddot{\phantom{a}}$

医精神性神经炎 化二乙基

$\begin{array}{c}\n1 \
1 \
2\n\end{array}$

in de la caractería

6.3 No interference

A Holder may neither interfere with, nor exercise rights or powers of, the Trustee in respect of any Trust Property, Trust Liability or obligation and has no right to lodge any caveat affecting the Trust Property.

$6.4$ Economic Units

Despite anything else contained in this deed, Economic Units shall not confer any voting rights.

$7.$ Applications

$7.1$ Application for Units

A person intending to subscribe for Units must give the Trustee an application in a form and manner approved by the Trustee and pay the Issue Price to the Trustee by way of subscription for Units or Economic Units as the case may be.

$7.2$ Minimum investment

Except where the Trustee otherwise agrees, the amount subscribed must exceed a minimum amount (if any) that the Trustee from time to time determines for the Trust.

$7.3$ Trustees may reject applications

The Trustee may reject an application for Units or Economic Units without giving any reason.

$7.4$ Issue of Units

All Units or Economic Units must be issued on or after the day immediately following the closing date (if any) for receipt of applications for Units or Economic Units or otherwise when the amount subscribed is transferred to the Trust or otherwise as the Trustee decides.

$7.5$ Funds not cleared

Units or Economic Units paid for by uncleared funds which are not subsequently cleared, are void.

8. Valuations

$8.1$ Trustee's expertise

The Trustee is not to be regarded as having any special expertise in valuation.

8.2 Value of Trust Property

The value of any Trust Property is its fair market value determined in accordance with generally accepted Australian accounting principles and applicable accounting standards. Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at those rates quoted by a bank or other financial institution nominated by the Trustee.

$8.3$ Revaluation

The Trustee may cause an item of Trust Property to be revalued whenever it thinks fit.

$9₁$ Net Asset Value

$9.1$ Calculation

The Net Asset Value is the total value of Trust Property less Trust Liabilities determined in accordance with generally accepted Australian accounting principles and applicable accounting standards in force for the year ended 21 December 2004..

$9.2$ Time of calculation

The Trustee may calculate the Net Asset Value at any time on the basis of the most recent valuation of each item of Trust Property and determination of Trust Liabilities, as at that time. The Trustee may calculate the Net Asset value more than once a day.

$10₁$ Issue Price

The Issue Price is \$1 for all initial Units issued, and for all Units issued subsequently, is the amount determined by the Trustee.

Redemptions not generally permitted $11.$

A Holder has no right to require the Trustee to redeem Units or Economic Units, unless Holders of Units at a Meeting pass a Extraordinary Resolution in favour of the redemption.

$12₁$ Trustee's powers

12.1 Powers

Subject to this deed, the Trustee has:

• all the powers in relation to the Trust, Trust Property and Trust Liabilities, that it is legally $(a)$ possible for a natural person, trustee or corporation to have in Australia and overseas; and
• $(b)$ all the powers incidental to ownership of the Trust Property,

including the power to invest in real or personal property of any nature, anywhere in the world and to borrow, raise money and incur liabilities and obligations of any kind, to take and provide security and as if it were the absolute and beneficial owner of all Trust Property.

12.2 Delegation by Trustee

The Trustee, by power of attorney or otherwise, may authorise one or more persons (whether or not related to or associated with the Trustee) to do anything that the Trustee may lawfully delegate, including acting as custodian, holding the Trust Property and executing documents on its behalf.

13. Trustee's agents

The Trustee may, as it sees fit, in connection with performance of its duties as Trustee, engage any advisers, agents, brokers, contractors, custodians, investment managers, underwriters or other persons (whether or not related to or associated with the Trustee).

đ

ğ.

Ţ.

J.

Sandar Sandar

$\ddot{\cdot}$

$\boldsymbol{\cdot}$

$14.$ Trustee's discretion

Subject to this deed, the Trustee may determine whether to exercise and the manner, mode and time of exercise of its powers in its absolute discretion.

15. Indemnity

To the maximum extent permitted from time to time by the law, the Trustee is entitled to be indemnified out of the Trust Property for any liability incurred by it in performing any of its duties or exercising any of its powers or omitting to act, in relation to the Trust, or attempting to do so. The Trustee is not required to do anything for which it does not have a full right of indemnity out of Trust Property available for that purpose or in relation to which it is not satisfied that its liability is limited in a manner that is satisfactory to it. Any indemnity to which the Trustee is entitled under this deed is in addition to any indomnity allowed by law and is subject to clause 22.

Register 16.

$16,1$ Establish and maintain unit register

The Trustee must initially establish and keep a unit register in Victoria and may change the location of the Register to a location determined by the Trustee from time to time in its absolute discretion.

16.2 Notice of trust

The Trustee need not enter notice of any trust on the Register.

$16.3$ Registered Holder is owner

The Trustee may treat the registered Holder as the absolute owner of Units or Economic Units registered in that Holder's name and is not bound to take notice of any trust or equity affecting any Unit or Economic Unit. Entry on the Register is conclusive evidence of a Holder's title to Units or Economic Units.

17. Mortgage

17.1 Recording of mortgagee in Register

On the Holder's written request, the Trustee may at its absolute discretion record a mortgagee (sole or joint) of Units or Economic Units in the Register and on the mortgagee's written request may delete that record.

17.2 Payments to mortgagees

Redemption proceeds of Units or Economic Units, capital distributions (not representing part of Distributable Income) and distributions after termination of the Trust must be paid to the recorded mortgagee of the Units or Economic Units in the Register.

17.3 Transfer of mortgaged Units

Any transfer of Units or Economic Units is subject to any existing mortgagee record so that Units or Economic Units in respect of which a mortgagee is recorded on the Register may only be transferred with the written consent of the mortgagee.

17.4 Trustee not have notice of mortgage or charge

The Trustee is not taken to have notice of the terms of any mortgage or charge and has no liability to a mortgagee in connection with recording of mortgages.

18. Certificates for Units

Certificates must be issued for Units and Economic Units. The Trustee at any time may send a Holder details of Units and Economic Units held by, Unit and Economic Unit transactions of, or distributions to, the Holder.

19. Transfers of Units

19.1 Transfer of Units or Economic Units

Holders may only transfer Units or Economic Units with the written consent of the Trustee.

19.2 Manner of transfer

A transfer of Units or Economic Units must be made in the manner prescribed by the Trustee from time to time.

19.3 Transfer happens on registration

A transfer of Units or Economic Units takes effect only upon registration in the Register.

19.4 Trustee may not refuse to register

The Trustee may not refuse to register a transfer of Units made in accordance with the Unitholders Deed.

20. Death and insolvency

The Trustee only recognises surviving joint Holders, the legal personal representatives of a deceased Holder and the person legally entitled to Units or Economic Units consequent on bankruptcy or liquidation, respectively, as having rights or title to the Units or Economic Units in those circumstances.

$21 -$ Termination

$21.1$ Trustee may terminate

The Trustee at any time may terminate the Trust by not less than four weeks prior written notice to the Holders.

21.2 Action on termination

On termination of the Trust, the Trustee must:

• $\left( a\right)$ realise all Trust Property;
• $(b)$ pay, discharge or provide for all Trust Liabilities; and
• distribute the net proceeds among Holders pro rata to the number of Economic Units held. $(c)$

21.3 Realisation of Trust Property

The Trustee may postpone realisation of Trust Property and is not responsible for any resulting loss unless caused by the Trustee's neglect, wilful default or breach of trust.

Ę

Experience

$\frac{1}{2}$

21.4 Distributable Income

Nothing in this clause affects the entitlements of Holders to receive Distributable Income. The Trustee may make partial distributions.

22. Trustee's liabilities and responsibilities

22.1 Indemnities given to the Trustee

This clause 22 does not limit or affect any other indemnities given to the Trustee in this deed or by law.

22.2 Limitations on liabilities

Except to the extent of the Trustee's breach of trust, fraud or negligence:

• the Trustee and each director and officer of the Trustee are not personally liable to a $(a)$ Holder or another person in connection with the office of the Trustee or director or officer of the Trustee;
• $(b)$ the Trustee is not liable to a Holder to a greater extent than the extent to which it is entitled to be and is in fact indemnified out of the Trust Property actually vested in the Trustee in respect of the Trust; and
• $(c)$ the Trustee is not responsible for acting upon:
• a resolution purporting to have been passed at a meeting of Holders at which $(i)$ minutes were made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for another reason the resolution was not valid or binding upon any of those Holders whom it purports to bind or the Trustee; or
• $(ii)$ direction or instruction given by the Holders. The Trustee acting upon a direction or instruction given by the Holders does not of itself amount to a breach of duty or breach of trust or in any way affect the Trustee's right to be indemnified out of the Trust Property, whether under this deed or otherwise.

22.3 Limitation on responsibility for Costs

The Trustee is not responsible for any Cost incurred:

• by fraud, negligence, breach of duty or breach of trust or otherwise, by any agent, $\left( a\right)$ delegate, attorney or custodian and any of their agents or delegates;
• $(b)$ by relying on any notice, resolution, information, document, form or list unless it reasonably believes the item not to be genuine or not to have been passed, executed or signed by the proper parties; or
• if a person fails to carry out an agreement with the Trustee or an agent or a delegate of the $(c)$ Trustee,

except to the extent of the Trustee's breach of trust, fraud or negligence.

22.4 Trustee prevented from acting

The Trustee is not liable to anyone in respect of any failure to perform or do any act or thing which by reason of:

a provision of any present or future law or statute of Australia, or state or territory of $\left( a\right)$ Australia; or

Minter Ellison | Ref. THW
MEL5_331172_2 (W97)

Trust deed | page 13

上の にっぽん

$\frac{1}{2}$

11444444

Contract Contract Contract Contract

$\frac{1}{2}$

$\frac{1}{2}$

$\bar{\psi}$ . $\hat{\mathcal{C}}_i$

in in 1919

$(b)$ any decree, order or judgement of a competent court,

the Trustee is prevented, forbidden or hindered from doing or performing.

22.5 Advice to the Trustee

The Trustee may take and act upon:

• the opinion or advice of counsel or solicitors instructed by the Trustee in relation to the $(a)$ interpretation of this deed or another document (whether statutory or otherwise) or generally as to the administration of the Trust or another matter in connection with the Trust; and
• the opinion, advice, statements or information from any bankers, accountants, auditors, $(b)$ valuers, architects, engineers and other persons consulted by the Trustee who are in each case believed by the Trustee in good faith to be expert in relation to the matters upon which they are consulted,

and the Trustee is not liable for anything done, suffered or omitted by it in good faith in reliance upon that opinion, advice, statements or information.

22.6 Application to court

Nothing in this clause 22 prohibits or impedes the Trustee from applying to any court if the Trustee thinks fit.

22.7 Interests of the Trustee

The Trustee or an officer or employee or associate of the Trustee may:

• $(a)$ be a Holder;
• act in any capacity including without limitation as a representative, delegate or agent of $($ b $)$ the Trustee or a Holder;
• have an interest in or enter into a contract or transaction with: $\left(\circ\right)$
• $\left( i\right)$ the Trustee or an associate of the Trustee;
• $(ii)$ a Holder; or
• another person, including one whose shares or other securities form Trust $(iii)$ Property; or
• hold or deal in or have another interest in Trust Property, $(iv)$

and may retain and is not required to account for a benefit derived by doing so.

22.8 Contribution from others

If a person makes a claim for contractual damages against the Trustee or a Holder, the Trustee or the Holder (as the case may be) may claim contribution or apportionment in respect of that loss or those damages from a person who has contributed to that loss or those damages.

22.9 Events beyond control of the Trustee

The Trustee is not liable for any delay or failure to perform its obligations under this deed to the extent that the delay or failure arises from an event or circumstance that is beyond the control of the Trustee and could not have been prevented, remedied or overcome by the exercise of reasonable care or the taking of reasonable precautions.

23. Trustee's fees

The Trustee is entitled to receive fees under any agreement with the Holders or another person in respect of its services in relation to the Trust.

24. Outgoings

All costs, charges, expenses and outgoings reasonably and properly incurred by the Trustee in connection with the following matters or of the following nature in relation to the Trust are payable or reimbursable out of Trust Property:

• preparation, approval, stamping, execution and printing of this deed and any deed $(a)$ amending this deed;
• $(b)$ retirement, removal and appointment of a Trustee;
• institution, prosecution, defence and compromise of any court proceedings, arbitration or $\left( c\right)$ dispute resolution proceedings in relation to this deed or the Trust (but the Trustee must repay to the Trust, and is not entitled to be reimbursed for, an amount of outgoings in connection with proceedings to the extent it is found by a court to be liable for its own negligence, fraud, breach of trust or breach of duty);
• convening and holding a meeting of Holders and implementing a resolution of the $(d)$ meeting;
• bank fees, interest, discount and acceptance fees for bill facilities, all borrowing costs and $\circ$ like amounts:
• $(t)$ Taxes:
• any actual or proposed investment, acquisition, realisation, valuation, maintenance, $\left( g\right)$ alteration, improvement, enhancement, receipt, collection or distribution of the Trust Property;
• fees payable to a person authorised by the Trustee to hold Trust Property; $(h)$
• establishing and maintaining the Register, the Trust accounting system and records and $\left(\cdot\right)$ the investment register (including, without limitation, operation and development of computer facilities, both software and hardware, salaries and on costs);
• $\bigcirc$ fees payable to a regulatory authority;
• preparing, printing and posting accounts, cheques and documents, or making payments, to $(k)$ Holders;
• any offer or invitation in respect of Units or Economic Units, including preparation, $\langle \mathbf{l} \rangle$ lodgement, registration, distribution and promotion of Trust prospectuses or information memoranda;
• $(m)$ amounts payable to administrators, advisers, agents, brokers, contractors, custodiuns, investment managers, statutory supervisors, underwriters or other persons engaged by the Trustee under this deed including legal costs on a full indemnity basis and including overheads and other costs payable to related companies for staff, equipment and leased premises:
• $(n)$ fees incurred by an auditor of the Trust;
• $(0)$ preparing and lodgement of Trust taxation or other returns;

the contract of the property of the con-

Ì.

$\frac{1}{2}$

$\frac{1}{2}$ $\frac{1}{4}$

• $(p)$ termination of the Trust;
• $\mathbf{q}$ entering the Trust in a survey;
• $(1)$ fees payable to a ratings organisation;
• performance of the Trustee's duties, exercise of the Trustee's rights or powers, compliance $(s)$ with the law or administration of the Trust;
• fees payable to a securities system authorised by the Trustee to hold Trust Property; $(t)$
• dealing with applications for and determining the Issue Price of Units; and $(u)$
• $(v)$ an amount equal to any GST which the Trustee may be liable to pay in connection with any supply or other act or omission on the part of the Trustee in connection with the Trust except where and to the extent that the GST liability of the Trustee is already accounted for in the arrangements governing the relevant supply or act or omission.

25. Recoveries

Each Holder is liable for all Taxes and costs in relation to that Holder's entitlement to, or payment of, income or capital to, or any act requested by, that Holder and for unpaid amounts and all expenses payable by them to the Trustee or Trust under this deed. The Trustee may (but is not obliged to):

• deduct reimbursable expenses from the Holder's Distributable Income in accordance with $(a)$ this deed;
• withhold payment of any money payable to a Holder until the liability is discharged; or $(b)$
• recover the amount payable by the Holder from any money or property held for, or $(c)$ distribution or other amount payable to, the Holder, including by redeeming or causing buy-back of Units of the Holders,

in order to meet the liability or to be reimbursed for a liability which it has already met.

26. Distributions

$26.1$ Cash distributions

The Trustee may at any time elect that any amount (capital or income) of the Trust be distributed to Holders pro rata to the number of Economic Units held in the Trust as at a time determined by the Trustee, provided that only cash is distributed.

26.2 Distribution of Distributable Income

Within two months after the end of each Trust Year, the Trustee must distribute any undistributed share of Distributable Income to which any Holder is entitled.

26.3 Holders' interest in Distributable Income

Each Holder is presently entitled as at the end of each Trust Year to a share of Distributable Income for that Trust Year, if any, which has not previously been distributed, in the proportion of the number of Economic Units held to the aggregate of all Economic Units then on issue on the Trust. Each Holder has a vested and indefeasible interest in all amounts of Distributable Income to which that Holder becomes entitled in accordance with the operation of this clause.

27. Payments

The obligations of the Trustee are fully discharged in respect of any money payable to a Holder that is deposited into an account with a bank or other financial institution nominated by the Holder and approved by the Trustee or, if the Trustee agrees, paid by cheque (which the Trustee must prepare) posted to the Holder, or (if the Trustee agrees) applied in another manner as the Holder directs the Trustee.

28. Accounts

Accounts for the Trust must be prepared in accordance with generally accepted Australian accounting principles and applicable accounting standards. The Trustee must keep the accounts of the Trust. The Trust's fiscal year ends on 30 June.

29. Auditor

The Trustee must appoint and may at any time replace as Trust auditor a registered company auditor, or a firm of chartered accountants of which at least one partner is a registered company auditor.

30. Meetings

30.1 Convening and conduct of Meetings

The Trustee may call a Meeting in the manner provided in Schedule 1 and the Meeting must be conducted in accordance with Schedule 1.

30.2 Written resolutions

A resolution is passed without a Meeting if all the Holders entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Holders if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Holder signs. The passage of the resolution satisfies any requirement under this deed or the law (if any) that the resolution be passed at a Meeting.

$30.3$ Postal Ballot

A Meeting may be conducted by postal ballot in accordance with those arrangements as the Trustee decides replicate as closely as may be procticable, the provisions of this deed with respect to Meetings.

$31₁$ Trustee's retirement

31.1 Trustee may retire

Subject to the law, the Trustee may retire from the Trust by giving at least 1 months notice to the Holders.

31.2 Trustee must retire

Subject to the law, the Trustee must retire from the Trust immediately if:

• a receiver is appointed in respect of all or any part of the Trustee's business or assets; $(a)$
• $(b)$ the Trustee becomes insolvent or goes into liquidation; or

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 17

ŀ

$\frac{1}{2}$ . The property of $\frac{1}{2}$ and $\frac{1}{2}$

$\frac{1}{2}$

Ŷ,

• J

$(c)$ Holders of Units at a Meeting pass a Extraordinary Resolution that the Trustee must retire.

31.3 Replacement Trustee

A retiring Trustee must within one month after giving notice or being required to retire, appoint a replacement Trustee, otherwise the Holders by Extraordinary Resolution may do so.

31.4 Retiring Trustee must transfer Trust Property and records

A retiring Trustee must transfer all Trust Property and records of the Trust to the new Trustee at the cost of the Trust.

31.5 New Trustee

The new Trustee must not be a Holder and cannot at any time after appointment become a Holder unless the new Trustee is a Special Trustee. This sub-clause cannot be modified or deleted.

32. Trustee's indemnity

To the extent permitted by law (and in no way limiting or purporting to exclude, or reduce liability under law in particular), on retirement or removal, the Trustee is entitled:

• to a complete release from all obligations in relation to the Trust which arise after its $(a)$ retirement or removal; and
• to be indemnified out of Trust Property against any claims arising out of its conduct as $(b)$ Trustee except claims in respect of neglect, default or breach of trust by the Trustee and without limiting liability of the Trustee to the Holders.

Liability of Holders 33.

• The liability of a Holder in their capacity as such is limited to: $\left($ a $\right)$
• any liability to pay the amount (if any) of the Issue Price that is for the time being $(i)$ unpaid on the Units or Economic Units held by that Holder; and
• any liability expressly imposed on that Holder under this deed or under any $(ii)$ separate agreement between that Holder and the Trustee,

a distribution or payment of capital does not create or increase any unpaid amount of the Issue Price of Units.

• Subject to clause 33.(a)(ii), a Holder need not: $(b)$
• indemnify the Trustee if there is a deficiency in the Trust Property as compared $(i)$ with the liabilities to be met from the Trust Property; or
• meet the claim of any creditor of the Trustee in respect of the Trust, $(ii)$

and recourse of the Trust and Trust creditors is limited to Trust Property.

34. No partnership or agency

Nothing contained or implied in this deed creates or constitutes, or is deemed to create or constitute, a partnership or agency relationship between the Trustee and a Holder.

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

Trust deed | page 18

$\frac{1}{2}$

$\begin{array}{cccccc} 1 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 &$

ij

35. Notices and other communications

35.1 Service of notices

A notice, demand, consent, approval or communication under this deed (Notice) must be:

• in writing, in English and signed by a person duly authorised by the sender; and $\left( a\right)$
• $(b)$ hand delivered or sent by prepaid post or facsimile to:
• for the Trustee, the address for Notices specified in the Details, as varied by any $\ddot{\omega}$ Notice given by the Trustee; and
• for a Holder or joint Holders, the address of the Holder, or of the first named of $\langle \ddot{n} \rangle$ joint Holders, shown in the Register.

35.2 Effective on receipt

A Notice given in accordance with clause 35.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

• $\left( a\right)$ if hand delivered, on delivery;
• if sent by prepaid post, on the second Business Day after the date of posting (or on the $(b)$ seventh Business Day after the date of posting if posted to or from a place outside Australia):
• if sent by facsimile, when the sender's facsimile system generates a message confirming $(c)$ successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

35.3 Jaint Holders

A notice may be given by the Trustee to joint Holders by giving the notice to the joint Holder whose name appears first in the Register.

35.4 Persons deriving title

A person entitled to a Unit or Economic Unit by operation of law and who is not registered as the Holder of the Unit or Economic Unit is taken to receive any notice served in accordance with this clause on the person from whom it derives its title.

35.5 Document delivery

A Unit or Economic Unit certificate, cheque, warrant or other document may be delivered by the Trustee either personally or by sending it:

• in the case of a Holder who does not have a registered address in Australia, by prepaid $(a)$ airmail post; and
• $(b)$ in any other case, by prepaid ordinary post,

and is at the risk of the addressee as soon as it is given or posted.

35.6 Foreign Holders

A Holder whose registered address is not in Australia may specify in writing an address in Australia as the Holder's registered address for the purposes of this clause 35.

Minter Ellison | Ref: THW
MELS_337172_2 (W97)

Trust deed | page 19

$\epsilon_{\rm i}$

计可以

在海中的 医甲状腺炎

$\frac{1}{2}$

$\frac{1}{2}$

ł

$\dot{\mathbb{P}}$

Section

$\frac{\partial}{\partial t}$

IJ

35.7 Certificate

A certificate in writing signed by a director, secretary or other officer of the Trustee that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.

35.8 Signature

The signature to a Notice given by the Trustee may be written or printed.

$35.9$ Service abroad

All Notices sent by post outside Australia must be sent by prepaid airmail post.

36. Amendments

36.1 Amendments by Trustee

The Trustee may by supplemental deed, modify, add to or delete from, this deed, but may not:

• if the modification, addition or deletion is likely to confer a benefit on the Trustee or any $(a)$ of the Trustee's related bodies corporate, officers or employees;
• $(b)$ if expressly prohibited from doing so under this deed; or
• if the modification, addition or deletion is likely to have a material adverse effect on the $(c)$ interests of Holders.

36.2 Extraordinary Resolution

The Trustee may make any amendment to this deed approved by Extraordinary Resolution.

37. Governing law

This deed is governed by the law of Victoria.

Schedule 1- Meetings of Holders

1. Notice

$1.1$ Calling of Meetings

• The Trustee may at any time call and arrange a Meeting. $\omega$
• The Trustee must call and arrange a Meeting at the written request of Holders with 10% of $(h)$ the issued Units.

$1.2$ Period of notice

The Trustee must give Holders 21 days notice of a Meeting or such lesser time as agreed to in writing by Holders of at least 95% of the Units on issue. In calculating the period of notice, both the day on which the notice is given (or taken to be given) and the day of the Meeting (of which notice is being given), are excluded.

$1.3$ Contents of notice

The notice of Meeting must specify:

• $\left( a\right)$ the place, date and time of the Meeting;
• $(b)$ the general nature of the business to be transacted; and
• for any Extraordinary Resolution proposed, the precise terms of the proposed resolution. $(c)$

A copy of the notice must be sent to the Trustee except if the Trustee calls and arranges the Meeting.

$1.4$ Omission to give notice

Accidental omission to give notice to, or the non-receipt of notice by, a Holder does not invalidate the Meeting nor any resolution passed at a Meeting.

Proceedings at Meeting $2.$

$2.1$ Quorum

The quorum for a Meeting is 4 Holders present in person, by attorney or by proxy, or if a Holder is a corporation by proxy, by attorney or by duly authorised representative. Business cannot be transacted at a Meeting if a quorum of Holders is not present at the commencement of business.

$2.2$ No quorum

• Subject to clause 2.2(c) of this Schedule, if a quorum is not present within 30 minutes $\left( a\right)$ after the time appointed for a Meeting, the Meeting stands adjourned to the same time and place five Business Days after the appointed Meeting or at another place and time agreed by all Holders of Units present at the Meeting.
• $(b)$ At an adjourned Meeting, the Holders of Units present and entitled to vote whatever the number of the Units held by them is a quorum for the transaction of business including the passing of Extraordinary Resolutions.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 21

计算机 计可靠性

÷,

Í

i,

计算法 经市场

$\frac{d}{dt}$

of the second control of the second control of

$\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

$\frac{1}{\sqrt{2}}$

l. $\mathbb{N}^2$

$\ddot{\cdot}$

医生物 医骨

$\cdot$

If a Meeting is called and arranged at the request of Holders of Units and a quorum is not $\left( c\right)$ present within 30 minutes after the time appointed for the Meeting, the Meeting is dissolved.

$2,3$ Chairperson

• The chairperson of each Meeting is the chairperson (or in the chairperson's absence the $(a)$ deputy chairperson) of directors' meetings of the Trustee.
• Those of the Trustee's directors present may elect a chairperson of a Meeting, if: $(b)$
• there is no chairperson or deputy chairperson of meetings of the Trustee's $(i)$ directors;
• the chairperson and deputy chairperson of meetings of Trustee's directors do not $(ii)$ want to act as chairperson of the Meeting; or
• the chairperson of the Meeting is not present within 15 minutes after the time $(iii)$ appointed for the Meeting.
• If a chairperson of a Meeting is not elected under clause 2.3(b), then: $(c)$
• the Holders of Units may elect one of the Trustee's directors present as $\left( i\right)$ chairperson; or
• if a director of the Trustee is not present or does not want to take the chair, the $(ii)$ Holders of Units may elect one of the Holders of Units present as chairperson.
• If there is a dispute at a Meeting about a question of procedure, the chairperson may $(d)$ determine the question.

$2.4$ Adjournment

• The chairperson of a Meeting may with the consent of a Meeting at which a quorum is $\omega$ present, adjourn the Meeting to another place and time.
• The chairperson of a Meeting must adjourn the Meeting to another place and time if $(b)$ directed by the Meeting so resolving on a poll.
• Only business that may lawfully have been transacted at the Meeting from which the $\left( c\right)$ adjournment took place, may be transacted at the adjourned Meeting.
• If a Meeting has been adjourned for more than 21 days, three days written notice of the $(d)$ adjourned Meeting must be given to the Holders. In calculating the period of notice, both the day on which the notice is served (or taken to be served) and the day of the adjourned Meeting (of which notice is being given) must be given to Holders.

$2.5$ Minutes

Minutes of a Meeting signed by the chairperson are conclusive evidence of the proceedings of the Meeting.

3. Voting

$3.1$ Show of hands

• A resolution put to the vote of a Meeting must be decided on a show of hands of Holders $\left( 1\right)$ of Units except if a poll is demanded.
• If a poll is not demanded a declaration by the chairperson that a resolution has been $(b)$ carried (unanimously or by a particular majority) or lost is conclusive evidence of the fact

Minter Eilison | Ref: THW
MEL5_331172_2 (W97)

$12 - 07 - 05$ ; $18:30$

; 3 | 2 9 2 8 3 2 5 4 4

Ì,

ť

$\frac{1}{2}$

$\frac{1}{\sqrt{2}}$

without proof of the number or proportion of the votes recorded in favour of or against the resolution.

$3.2$ Poll

• $\left( a\right)$ A poll may only be demanded by:
• $(i)$ the chairperson; or
• in writing by one or more Holders of Units present in person, by proxy or by $(ii)$ authorised representative and holding or representing 5% of the issued Units.
• A poll may only be demanded before or on the declaration of the result of the show of $(b)$ hands.
• If a poll is duly demanded it is to be taken in the manner the chairperson may direct and $\left($ c $\right)$ the result of the a poll is deemed to be the resolution of the Meeting at which the poll was demanded.

$3.3$ Conduct of poll

• A poll demanded on the election of a chairperson or on a question of adjournment must be $(a)$ taken at the Meeting without adjournment. A poll demanded on any other question may be taken either immediately or at another time (not being more than 30 days from the date of the Meeting) and place as the chairperson may direct. No notice need be given of a poll not taken immediately.
• The demand for a poll does not prevent the Meeting continuing for the transaction of $(b)$ business except the question on which the poll has been demanded.

$3,4$ Number of votes

• On a show of hands, each Holder of Units who is present in person, by attorney, by proxy $\left( a\right)$ or by authorised representative has one vote.
• On a poll, each Holder of Units who is present in person, by attorney, by proxy or by $(b)$ authorised representative has one vote for every Unit of which the Holder is the registered holder.
• A Holder of Units entitled to more than one vote need not use all its votes or cast all the $(c)$ votes it uses in the same way.

$3.5$ No casting vote

The chairperson does not have a casting vote in addition to the chairperson's votes as Holder of Units, proxy, attorney or authorised representative.

3.6 Joint holders

In the case of joint Holders of Units, the vote of the joint Holder of Units first named in the Register voting whether in person, by proxy or by authorised representative is accepted to the exclusion of the votes of the other joint Holders of Units.

$3.7$ Resolutions

Subject to this deed and any Extraordinary Resolution, a resolution of the Holders of Units is carried if a majority of the votes cast on the resolution of Holders of Units is in favour of the resolution.

f,

电压电压

$\frac{1}{2}$

j

ili
Si

$\mathbb{I}^!_1$

ir
Ir

$\frac{1}{3}$

$\frac{1}{2}$

$\frac{1}{4}$

j

$\overline{4}$ Proxies

$4.1$ Number of proxies

A Holder who is entitled to vote at a Meeting of Holders may appoint not more than two proxies to attend and vote at the Meeting on the Holder's behalf.

$4.2$ Instrument appointing proxy

The instrument appointing a proxy must be in writing and executed as follows:

• if the appointor is a corporation, under its common seal or signed by a duly authorised $(a)$ officer or attorney of the corporation; or
• in any other case, signed by the appointor or the appointor's attorney duly authorised in $(b)$ writing.

$4.3$ Proxy need not be Holder

A person appointed to act as a proxy need not be a Holder.

4.4 Return of proxies

• An instrument appointing a proxy and the power of attorney or other authority (if any) $(a)$ under which it is signed or a certified copy of the power or authority must be received at:
• the place specified by the Trustee in the notice of Meeting for the return of $(i)$ proxies; or
• if a place is not specified for the return of proxies, at the registered office of the $(i)$ Trustee.
• Each instrument appointing a proxy must be received 48 hours before the time appointed $(b)$ for the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for taking of the poll) at which the person named in the instrument proposes to vote. An instrument appointing a proxy received in default of this clause must be treated as invalid.
• $\left( c\right)$ An instrument appointing a proxy is only valid twelve months after the date it is execution.

$4.5$ Form of proxy

• An instrument appointing a proxy may be in the usual common form or another form $\left( a\right)$ approved by the Trustee.
• An instrument appointing a proxy is deemed to include the right to demand or join in $(b)$ demanding a poll.
• $\left( \circ \right)$ An instrument appointing of a proxy is also valid for any adjournment of the Meeting as for the Meeting to which it relates.
• $(d)$ An instrument appointing a proxy need not be witnessed.

4.6 Validity of vote

Except where the Trustee has received at its registered office written notice of the matter before the start or resumption of the Meeting at which a proxy votes, a vote cast by a proxy is valid even if, before the proxy votes:

• $(1)$ the proxy's appointor dies;
• $(b)$ the proxy's appointor is mentally incapacitated;
• $(c)$ the instrument appointing the proxy is revoked;

Minter Ellison | Rof: THW
MEL5_331172_2 (W97)

Trust dead ) page 24

÷

ì.

ì,

$\frac{1}{3}$

$\label{eq:1} \begin{split} \mathcal{L}{\text{max}}(\mathcal{L}{\text{max}},\mathcal{L}{\text{max}}) = \mathcal{L}{\text{max}}(\mathcal{L}_{\text{max}}), \end{split}$

$\frac{1}{2}$ ą l, $\vdots$ ţ

电压力

Contractor

demandable of the control of

Ś

-il

• $(d)$ the authority under which the instrument appointing the proxy is revoked; or
• the Units in respect of which the proxy was given are transferred. $(e)$

$5₁$ Extraordinary resolution

The following may only be done by Extraordinary Resolution:

• any modification or compromise or any arrangement in respect of Holders' rights against $(a)$ the Trustee; and
• any modification, alteration, cancellation, amendment or addition to this deed. $(b)$

÷

6. Holders bound

A resolution passed at a Meeting duly convened and held in accordance with this Schedule binds each Holder whether the Holder was present at the Meeting and each Holder must give effect to the resolution.

Minter Ellison | Raf: THW
MELS_331172_2 (W97)

$\overline{a}$

j.

f,

计可靠 医肺道结核菌 计指令计算机

$\frac{1}{2}$

Tourk Annel Emma (19

Signing page

EXECUTED as a deed.

Executed by Kolsen Pty Ltd ACN 111 384 144

←

Signature of sole director and sole company secretary

MAN HOUARD CARNEGLE
Name of sole director and sole company secretary (print)

Executed by M&T Carnegie Pty Ltd by its
duly authorised officer Mark Howard Cernegie

Signature of Mark Howard Carnegle

Bileton Chinese I Ded. Tador

who states that he or she is the sole director and the
sole company secretary of the company.

ing
S

$\therefore$

SCARLETT UNIT TRUST

Unit entitlements

Unit holder	Economic Unit	Voting Unit
	entitlement	Entitlement
Bayeux Investment Pty Limited	5%	5.68%
Takeda Pty Limited	$5\%$	5.68%
Buka Minerals Limited	10%	4.55%
John Singleton Promotions Pty Limited	10%	11.36%
Tamorer Pty Limited	5%	5.68%
M&T Carnegie Pty Limited	5%	5.68%
Avobone NV	10%	11.36%
Casthree Pty Limited	50%	50%

John Singleton Promotions Pty Ltd
ACN 001 608 546 This is Annexure "C" of 1 page referred to in form
604 Notice of change of interests of substantial polder. Director

	604 GUIDE page 1/1 13 March 200
	Form 604 Corporations Act 2001 Section 671B
	Notice of change of interests of substantial holder
Fol Company Name/Scheme	Iluka Resources Limited (Iluka)
ACN/ARSN	008 675 018
Details of substantial holder (1)
Mame ACN/ARSN (if applicable)	Takeda Pty Ltd ACN 004 931 837 (Takeda), Ronald Joseph Walker and Barbara Frances Walker
There was a change in the interests of the
substantial holder on	17/6/2005

2. Previous and present voting power

The previous notice was dated

The previous notice was given to the company on

$12 - 07 - 05$ ; $18:47$ ;

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a televant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

17/6/2005

17/6/2005

				.
Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
paid Fully ordinary shares (Shares)	13 605 427	15.8414%	16.885.470	7 2496%

3. Changes in relevant interests

Darticulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or tcheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration diven in relation to change (7)	Class and number of securities affected	Person's votes affected
17/6/2005	Kolsen Pty Ltd ACN 111 384 144 (Kolsen)	lOn-market lacquisitions of Shares by Kolsen. See also Annexure "P" trust deed and Annexure "C" unit∶ lentitlements	See Annexure "A" attached	3.280.043	3.280.043

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows;

Holder of relevant interest	Registered holder of . securities	Person entitled to be registered as holder (8)	Nature of relevant interest $(6)$	Class and number of securities	Person's votes
Takeda	ANZ Margin Services Ptv Ltd. ANZ Nominees Ltd. Ball Potter Nominees Account), Genca Pty Limited and Talogo Pty Limited	ANZ Margin Services Pty Ltd, ANZ Nominees Ltd. Bell iPotter Nominees Limited (BB Nominees Limited (BB Nominees Account), Genca Pty Limited and Talogg Pty Limited	Beneficial Interest	575,375	575,375
lRonald. Joseph Walker	ANZ Margin Services IPty Ltd. ANZ Nominees Ltd, Bell Potter Nominees Limited (BB Nominees Limited (BB Nominees Account), Genca Pty Limited and Talogg Pty Limited	ANZ Margin Services Pty Ltd. ANZ Nominees Ltd, Bell lPotter Nominees Account), Genca Pty Limited and Talogg IPty Limited	Controller of Takeda	575 375	575,375

$\frac{1}{2}$

is in the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the co Ŵ ÷

计可变变

ł,

ţ.

$\frac{1}{2}$ $\frac{1}{2}$ $\hat{\vec{J}}$

$\ddot{\phantom{0}}$ 电电压

$\frac{1}{2}$

The Search

ŧ, $\bar{z}$ ٠,

$\bar{\beta}$

$\hat{\boldsymbol{\cdot}$ $\frac{1}{2}$ $\frac{1}{2}$

lBarbara Frances iWalker	ANZ Margin Services ANZ Margin Services IPty Ltd. ANZ Nominees Ltd. Bell Potter Nominees iAccount), Genca Pty Limited and Talogg Ptv Limited	IPty Ltd, ANZ Nominees Ltd, Bell Potter Nominees Limited (BB Nominees Limited (BB Nominees! Account), Genca Pty Limited and Talogo Pty Limited	Controller of Takeda	575.375	575 375
--------------------------------	-------------------------------------------------------------------------------------------------------------------------------------------------------------------------	-------------------------------------------------------------------------------------------------------------------------------------------------------------------------	----------------------	---------	---------	--

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

---- Name and ACN/ARSN (if applicable)	— Nature of association
Not applicable __	lNot applicable	.

S. Addresses

$\ddot{\phantom{0}}$

the addresses of persons named in this form are as follows:

Name	Address
Kolsen	Level 45, 2 Park Street, Sydney, NSW 2000
lTakeda	381 Tooronga Road, Hawthorn East, VIC 3123
Ronald Joseph Walker Barbara Frances Walker	Suite B, 1 Albert Road, Melbourne, VIC 3004
IANZ Margin Services Ltd	[Level 7, 20 Martin Place, Sydney, NSW 2000
ANZ Nominees Ltd	Level 7, 20 Martin Place, Sydney, NSW 2000
Bell Potter Nominees Limited (BB Nominees Account)	(GPO Box 4718 TT, Melbourne, VIC 3001
Genca Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000
Talogg Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000

Signature

$\sim$

print name	Ronald Joseph Walker	capacity	Director of Takeda
sign here		date	11/7/2005
	print name Ronald Joseph Walker	capacity	Substantial holder
sign here		date	11/7/2005
print name	Barbara Frances Walker	capacity	Substantial holder
sign here		date	11/7/2005

Date of Settlement	No. of Shares	urchase Price	Amount	rokerage	57ء	Total
21/06/2005 22/06/2005	1,233,043 2,047,000	7 1896 7.4693	8,865,085.96 15,289,657.11	13,297.63 22,934.49	1 329.76 2,293.45	8,879,713,35 15,314,885.05
	3.280.043		24,154,743.0	16,232.12	3,623.21	869 161 17

This is Aussance "A" of 1 page referred to in form 604 Notice of change of integration function of change of Takeda Pty Ltd ACN 004 931 837 s
S د
ب

MELS_334830_1 (XLS)

Director

$\begin{array}{c} \hline \text{d} \ \text{d} \end{array}$

$\bar{\beta}$

$\frac{1}{2}$

$1/2 = 0.7 = 0.5$ ; $1/8$ : $4/8$ $\gamma$ - ;

$\vdots$

计连接子程序 计重新开关程序 机防火

$\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

E.

团003

12/07 '05 TUE 11:58 FAX 61 3 9825 4416

Ą ś ii
District

ŧ, $\mathbb{I}$

团002

Takeda Pty Ltd ACN 004 931 837

This is Adilexure "B" of 26 pages referred to in form 604 Notice of change of interests of substantial

holder, V, $\sqrt{2}$ as $\sqrt{2}$ Director

Trust deed

for the Scarlett Unit Trust

Kolsen Pty Ltd ACN 111 384 144 (Trustee)

MinterEllison $E$ $R$ $S$ $14A$ W Y

MEL5_331172_2 (W97)

$\begin{array}{c} \begin{array}{c} \begin{array}{c} \end{array}\ \begin{array}{c} \end{array} \end{array} \end{array}$

J,

$\hat{\mathcal{C}}$

$\frac{1}{1}$

٠, $\cdot$

Trust deed for the Scarlett Unit Trust

	Details	ŧ
	Terms	6
1. 1,1 1.2 1.3	Defined terms & interpretation Defined terms Interpretation Headings	t Ē 7 7
2. 2.1 2.2 2.3 24	Establishment Unit trust Benefit of Trust Trustee Deed binding	7 7 7 7 7
$\mathbf{3}$	Duration of Trust	7
4. 4.1 4.2	Trust Property Vesting Separate fund	7 7 7
5.	Trust Liabilities	7
6. 6.1 6.2 6,3 6,4	Units and Economic Units Rights of Holders Units identical No interference Economic Units	7 7 $\overline{7}$ $\overline{7}$ $\overline{7}$
7. 7.1 7.2 7.3 7.4 7.5	Applications Application for Units Minimum investment Trustees may reject applications Issue of Units Funds not cleared	7 7 7 7 $\overline{\mathbf{7}}$ 7
8.	Valuations	7
8.1 8.2 8.3	Trustee's expertise Value of Trust Property Revaluation	7 7 7
9.	Net Asset Value	7
9.1 92	Calculation , Time of calculation	7
10.	Issue Price	7 7
11.	Redemptions not generally permitted	7

Minter Ellison | Raf: THW
MEL5_331172_2 (W97)

$1\ 2 = 0\ 7 = 0\ 5$ ; $1\ 8$ : $4\ 8$ $\qquad$ ;

$\bar{z}$

$\bar{z}$

; $\sqrt{3} + \sqrt{2}\, \sqrt{9}\, \sqrt{2}\, \sqrt{8}\, \sqrt{3}\, \sqrt{2}\, \sqrt{5}\, \sqrt{4}\, \sqrt{4}$

$\sharp = 6 \times 3$ 3

まくりょう

$\dot{\xi}$

$\label{eq:2.1} \begin{split} \mathcal{L}{\mathcal{A}}^{\mathcal{A}}(\mathcal{A})=\frac{1}{2}\sum{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\frac{1}{2}\sum_{i=1}^{N}\$

And a substitute of

$\frac{1}{2}$

$\hat{\boldsymbol{\beta}}$ $\mathcal{A}$

$\frac{1}{3}$

$\pm 4$

$\frac{1}{2}$

Ť - 1 Ej 급

12.	Trustee's powers 12.1	7
	Powers 12.2 Delegation by Trustee	$\overline{7}$
13.	Trustee's agents	7
14.		7
	Trustee's discretion	7
15.	Indemnity	7
16.	Register	7
16.1 16.2	Establish and maintain unit register	7
16.3	Notice of trust Registered Holder is owner	$\overline{7}$
17.	Mortgage	7
17.1	Recording of mortgagee in Register	7
17,2	Payments to mortgagees	7 7
17.3 17.4	Transfer of mortgaged Units Trustee not have notice of mortgage or charge	7
18.	Certificates for Units	7
19.	Transfers of Units	7
19.1	Transfer of Units or Economic Units	7
19.2	Manner of transfer	7 7
19,3 19.4	Transfer happens on registration	$\overline{7}$
20.	Trustee may not refuse to register Death and insolvency	7
21.		7
21.1	Termination	7
21.2	Trustee may terminate Action on termination	7
21.3	Realisation of Trust Property	7 7
21.4	Distributable Income	7
22.	Trustee's liabilities and responsibilities	7
22 1 22.2	Indemnities given to the Trustee Limitations on liabilities	7
22.3	Limitation on responsibility for Costs	7
22.4	Trustee prevented from acting	7 7
22.5 22.6	Advice to the Trustee	7
22.7	Application to court Interests of the Trustee	7
22.3	Contribution from others	7 7
22.9	Events beyond control of the Trustee	7
23.	Trustee's fees	7
24.	Outgoings ٠	7
25.	Recoveries	7
26,	Distributions	7

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

$\bar{\beta}$

$\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$

医无指数形式 医血管静脉 化硫

$\bar{\beta}$

$\bar{\beta}$

$\begin{array}{c} \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} \ \mathbf{1} & \mathbf{1} \end{array}$

$\mathop{\rm i}\nolimits$

26.1 26.2 26.3	Cash distributions Distribution of Distributable Income Holders' interest in Distributable Income	7 7
27.	Payments	7 7
28.	Accounts
29.	Auditor	7
30.	Meetings	$\overline{7}$
30.1 30.2 30.3	Convening and conduct of Meetings Written resolutions Postal Ballot	7 7 $\overline{\mathcal{L}}$ $\overline{7}$
31.	Trustee's retirement	7
31,1 31.2 31.3 31.4 31.5	Trustee may retire Trustee must retire Replacement Trustee Retiring Trustee must transfer Trust Property and records New Trustee	7 $\overline{I}$ 7 7 $\overline{7}$
32.	Trustee's indemnity	7
33.	Liability of Holders	7
34.	No partnership or agency	7
35. 35.1 35.2 35.3 35.4 35.5 35.6 357 35.8 35.9	Notices and other communications Service of notices Effective on receipt Joint Holders Persons deriving title Document delivery Foreign Holders Certificate Signature Service abroad	7 7 7 $\overline{7}$ $\overline{7}$ $\overline{7}$ $\overline{7}$ 7 7 7
36.	Amendments	7
36.1 36.2	Amendments by Trustee Extraordinary Resolution	7 7
37.	Governing law	7
	Schedule 1 - Meetings of Holders	7
	Signing page	7

$\bullet$

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

$\sim$

$\overline{\phantom{a}}$

Details

Date

14 June 2005

Party

Name Short form name Notice details

Kolsen Pty Ltd ACN 111 384 144 Trustee

Pacsimile Attention

Background

The Trust was constituted a unit trust according to the terms of this deed at 9am on 14 June 2005 on the issue of Units and receipt by the Trustee of \$10 from the initial unitholder.

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

Trust deed | page 5

$\frac{1}{2}$

÷. $\mathbb{C}^*$

Terms

1. Defined terms & interpretation

$1.1$ Defined terms

In this deed:

Business Day means:

• for receiving a notice under clause 35, a day that is not a Saturday, Sunday, public holiday $(a)$ or bank holiday in the place where the notice is sent;
• $(b)$ for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday in Victoria, Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Cost includes a cost, charge, fee, expense, commission, liability, loss, damage and tax and all amounts payable in respect of any of them or like payments.

Distributable Income means the net income of the Trust determined for purposes of section 95 of the Tax Act.

Extraordinary Resolution means a resolution passed at a meeting of Holders duly convened and held in accordance with Schedule 1 and carried by a majority consisting of the Holders of Units representing not less than 75% of the votes cast at the meeting on the resolution.

Economic Unit means a unit which confer on its Holder an undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities but not a voting entitlement.

GST means any taxes in the nature of goods and services, supply or valued added taxes (by whatever name called) and whether imposed by an Australian or other legislature.

Holder means a holder of a Unit or Units or Economic Unit.

Issue Price means the price at which a Unit or Economic Unit is created and issued by the Trustee.

Meeting means a meeting of Holders.

Net Asset Value means the net asset value of the Trust calculated under clause 9.

Register means the unit register established under clause 16.

Special Trustee has the meaning given to it in the Duties Act 1997 (NSW).

Tax Act means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, or both of them.

Taxes means all income, capital gains, recoupment, debits, land, sales, payroll, fringe benefits, group, profit, interest, property, undistributed profits, withholding and other taxes, stamp, documentary, financial institutions, registration and other duties, municipal rates, and all other imposts, deductions and charges, related interest, penalties, charges, fees or other amounts assessed, charged, assessable or chargeable by or payable to any national, state or municipal taxation authority.

Trust deed | page 6

$\frac{1}{1}$

; 3 | 2 9 2 8 3 2 5 4 4

à.

Ë

÷,

$\vec{z}$

$\bar{1}$ Ì,

ţ,

$\mathbb{C}^{\mathbb{Z}}$

$\begin{array}{c} 1\,,\ 1\,,\ 1\,, \end{array}$

$\frac{1}{4}$

þ

Trust means Scarlett Unit Trust.

Trustee means the trustee of the Trust from time to time.

Trust Liabilities includes borrowings, unpaid costs, charges, expenses, outgoings and fees, contingent liabilities, provisions the Trustee decides to make and unpaid amounts due and payable to Holders and unpaid amounts due to the Trustee.

Trust Property means all property, rights and income of the Trust.

Trust Year means a year or other period in relation to which taxable income of the Trust for purposes of the Tax Act must be determined.

Unit means a unit in the Trust which has a voting right.

$12$ Interpretation

In this deed, except where the context otherwise requires:

• the singular includes the plural and vice versa, and a gender includes other genders; $(a)$
• $(b)$ another grammatical form of a defined word or expression has a corresponding meaning;
• $(c)$ a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this deed, and a reference to this deed includes any schedule or annexure;
• a reference to a document or instrument includes the document or instrument as novated, $(d)$ altered, supplemented or replaced from time to time;
• a reference to AS, SA, dollar or \$ is to Australian currency; $(c)$
• $(r)$ a reference to time is to Victoria, Australia time;
• a reference to a party is to a party to this deed, and a reference to a party to a document $\circ$ includes the party's executors, administrators, successors and permitted assigns and substitutes;
• a reference to a person includes a natural person, partnership, body corporate, association, $(h)$ governmental or local authority or agency or other entity;
• $($ i $)$ a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
• a word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to $(i)$ it in the Corporations Act 2001 (Cth);
• the meaning of general words is not limited by specific examples introduced by including, $\rm (k)$ for example or similar expressions;
• a rule of construction does not apply to the disadvantage of a party because the party was $\langle$ I) responsible for the preparation of this deed or any part of it; and
• if a day on or by which an obligation must be performed or an event must occur is not a $(m)$ Business Day, the obligation must be performed or the event must occur on or by the next Business Day

$13$ Headings

Headings are for ease of reference only and do not affect interpretation.

Minter Ellison | Ref: THW
MELS_031172_2 (wer)

$2.$ Establishment

$2.1$ Unit trust

By this deed the Trustee constitutes a unit trust called the Scarlett Unit Trust. The beneficial interest in the Trust is divided into Units and Economic Units.

$2.2$ Benefit of Trust

The Trust is constituted for the benefit of persons who, by subscription or otherwise in accordance with this deed to become Holders.

$2.3$ Trustee

The Trustee is trustee of the Trust.

$2.4$ Deed binding

This deed is binding upon the Holders and the Trustee.

З. Duration of Trust

The Trust begins on the date of this deed and subject to this deed ends 80 years (less one day) after that date.

4. Trust Property

4.1 Vesting

The Trust Property vests in the Trustee on trust for the Holders on the terms of this deed.

$4.2$ Separate fund

The Trustee must hold all Trust Property as a separate fund not available to meet liabilities of another trust.

5. Trust Liabilities

Trust Liabilities of the Trust must be determined as far as practicable in accordance with generally accepted accounting principles and applicable accounting standards.

6. Units and Economic Units

$6.1$ Rights of Holders

Only Economic Units confer on their Holders undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities. A Holder has no interest in any asset or part of any asset of the Trust. A Holder is not entitled to call for or assert an interest in any part of the Trust Property.

$6.2$ Units Identical

The Trustee may issue Units or Economic Units in the Trust. All Units and Economic Units have interests and rights, and are subject to conditions, identical to those of all other Units or Economic Units as the case may be.

Minter Etilson | Ref: THW
MEL5_331172_2 (W97)

Trust deed | bage 8

in and the

ń

$\begin{array}{c} \begin{array}{c} \begin{array}{c} \begin{array}{c} \begin{array}{c} \end{array} \ \begin{array}{c} \end{array} \ \begin{array}{c} \end{array} \end{array} \end{array} \end{array} \end{array}$

6.3 No interference

A Holder may neither interfere with, nor exercise rights or powers of, the Trustee in respect of any Trust Property, Trust Liability or obligation and has no right to lodge any caveat affecting the Trust Property.

6.4 Economic Units

Despite anything else contained in this deed, Economic Units shall not confer any voting rights.

$7₁$ Applications

$7.1$ Application for Units

A person intending to subscribe for Units must give the Trustee an application in a form and manner approved by the Trustee and pay the Issue Price to the Trustee by way of subscription for Units or Economic Units as the case may be.

$7.2$ Minimum investment

Except where the Trustee otherwise agrees, the amount subscribed must exceed a minimum amount (if any) that the Trustee from time to time determines for the Trust.

7.3 Trustees may reject applications

The Trustee may reject an application for Units or Economic Units without giving any reason.

$7.4$ Issue of Units

All Units or Economic Units must be issued on or after the day immediately following the closing date (if any) for receipt of applications for Units or Economic Units or otherwise when the amount subscribed is transferred to the Trust or otherwise as the Trustee decides.

$7.5$ Funds not cleared

Units or Economic Units paid for by uncleared funds which are not subsequently cleared, are void

8. Valuations

$8.1$ Trustee's expertise

The Trustee is not to be regarded as having any special expertise in valuation.

$8,2$ Value of Trust Property

The value of any Trust Property is its fair market value determined in accordance with generally accepted Australian accounting principles and applicable accounting standards. Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at those rates quoted by a bank or other financial institution nominated by the Trustee.

$8.3$ Revaluation

The Trustee may cause an item of Trust Property to be revalued whenever it thinks fit.

$\mathbf{1}$

444 1545 16

$\frac{1}{2}$

9. Net Asset Value

$9.1$ Calculation

The Net Asset Value is the total value of Trust Property less Trust Liabilitics determined in accordance with generally accepted Australian accounting principles and applicable accounting standards in force for the year ended 21 December 2004..

$9.2$ Time of calculation

The Trustee may calculate the Net Asset Value at any time on the basis of the most recent valuation of each item of Trust Property and determination of Trust Liabilities, as at that time. The Trustee may calculate the Net Asset value more than once a day.

$10₁$ Issue Price

The Issue Price is \$1 for all initial Units issued, and for all Units issued subsequently, is the amount determined by the Trustee.

Redemptions not generally permitted $11₁$

A Holder has no right to require the Trustee to redeem Units or Economic Units, unless Holders of Units at a Meeting pass a Extraordinary Resolution in favour of the redemption.

$12.$ Trustee's powers

12.1 Powers

Subject to this deed, the Trustee has:

• all the powers in relation to the Trust, Trust Property and Trust Liabilities, that it is legally $\left( a\right)$ possible for a natural person, trustee or corporation to have in Australia and overseas; and
• $\left( \mathbf{L}\right)$ all the powers incidental to ownership of the Trust Property,

including the power to invest in real or personal property of any nature, anywhere in the world and to borrow, raise money and incur liabilities and obligations of any kind, to take and provide security and as if it were the absolute and beneficial owner of all Trust Property.

12.2 Delegation by Trustee

The Trustee, by power of attorney or otherwise, may authorise one or more persons (whether or not related to or associated with the Trustee) to do anything that the Trustee may lawfully delegate, including acting as custodian, holding the Trust Property and executing documents on its behalf.

$13¹³$ Trustee's agents

The Trustee may, as it sees fit, in connection with performance of its duties as Trustee, engage any advisers, agents, brokers, contractors, custodians, investment managers, underwriters or other persons (whether or not related to or associated with the Trustee).

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

î,

÷ $\frac{1}{2}$

电电子开放器

Separate Service

$\frac{1}{2}$

$\frac{1}{2}$ . Ĥ,

$\ddot{\cdot}$

$\frac{1}{2}$

14. Trustee's discretion

Subject to this deed, the Trustee may determine whether to exercise and the manner, mode and time of exercise of its powers in its absolute discretion.

15. Indemnity

To the maximum extent permitted from time to time by the law, the Trustee is entitled to be indemnified out of the Trust Property for any liability incurred by it in performing any of its duties or exercising any of its powers or omitting to act, in relation to the Trust, or attempting to do so. The Trustee is not required to do anything for which it does not have a full right of indemnity out of Trust Property available for that purpose or in relation to which it is not satisfied that its liability is limited in a manner that is satisfactory to it. Any indemnity to which the Trustee is entitled under this deed is in addition to any indemnity allowed by law and is subject to clause 22.

Register 16.

16.1 Establish and maintain unit register

The Trustee must initially establish and keep a unit register in Victoria and may change the location of the Register to a location determined by the Trustee from time to time in its absolute discretion.

16.2 Notice of trust

The Trustee need not enter notice of any trust on the Register.

16.3 Registered Holder is owner

The Trustee may treat the registered Holder as the absolute owner of Units or Economic Units registered in that Holder's name and is not bound to take notice of any trust or equity affecting any Unit or Economic Unit. Entry on the Registor is conclusive evidence of a Holder's title to Units or Economic Units.

17. Mortgage

Recording of mortgagee in Register $17.1$

On the Holder's written request, the Trustee may at its absolute discretion record a mortgagee (sole or joint) of Units or Economic Units in the Register and on the mortgagee's written request may delete that record.

17.2 Payments to mortgagees

Redemption proceeds of Units or Economic Units, capital distributions (not representing part of Distributable Income) and distributions after termination of the Trust must be paid to the recorded mortgagee of the Units or Economic Units in the Register.

17.3 Transfer of mortgaged Units

Any transfer of Units or Economic Units is subject to any existing mortgagee record so that Units or Economic Units in respect of which a mortgagee is recorded on the Register may only be transferred with the written consent of the mortgagee.

17.4 Trustee not have notice of mortgage or charge

The Trustee is not taken to have notice of the terms of any mortgage or charge and has no liability to a mortgagee in connection with recording of mortgages.

18. Certificates for Units

Certificates must be issued for Units and Economic Units. The Trustee at any time may send a Holder details of Units and Economic Units held by, Unit and Economic Unit transactions of, or distributions to, the Holder.

19. Transfers of Units

19.1 Transfer of Units or Economic Units

Holders may only transfer Units or Economic Units with the written consent of the Trustee.

19.2 Manner of transfer

A transfer of Units or Economic Units must be made in the manner prescribed by the Trustee from time to time.

19.3 Transfer happens on registration

A transfer of Units or Economic Units takes effect only upon registration in the Register.

19.4 Trustee may not refuse to register

The Trustee may not refuse to register a transfer of Units made in accordance with the Unitholders Deed.

20. Death and insolvency

The Trustee only recognises surviving joint Holders, the legal personal representatives of a deceased Holder and the person legally entitled to Units or Economic Units consequent on bankruptcy or liquidation, respectively, as having rights or title to the Units or Economic Units in those circumstances.

21. Termination

21.1 Trustee may terminate

The Trustee at any time may terminate the Trust by not less than four weeks prior written notice to the Holders.

21.2 Action on termination

On termination of the Trust, the Trustee must:

• $(a)$ realise all Trust Property;
• $(b)$ pay, discharge or provide for all Trust Liabilities; and
• distribute the net proceeds among Holders pro rata to the number of Economic Units held. $(c)$

$213$ Realisation of Trust Property

The Trustee may postpone realisation of Trust Property and is not responsible for any resulting loss unless caused by the Trustee's neglect, wilful default or breach of trust.

мJ

Ć

$\frac{1}{2}$

ř

$\mathfrak{t}$ $\mathbb{R}^3$

$\hat{\phi}$

$\frac{1}{2}$ Ŷ,

$\frac{1}{2}$

l,

$\frac{1}{2}$

i)
P

$\frac{1}{1}$

i
H

化环 计自动控制

21.4 Distributable Income

Nothing in this clause affects the entitlements of Holders to receive Distributable Income. The Trustee may make partial distributions.

22. Trustee's liabilities and responsibilities

$22.1$ Indemnities given to the Trustee

This clause 22 does not limit or affect any other indemnities given to the Trustee in this deed or by law.

22.2 Limitations on liabilities

Except to the extent of the Trustee's breach of trust, fraud or negligence:

• the Trustee and each director and officer of the Trustee are not personally liable to a $\left( a\right)$ Holder or another person in connection with the office of the Trustee or director or officer of the Trustee;
• $(b)$ the Trustee is not liable to a Holder to a greater extent than the extent to which it is entitled to be and is in fact indemnified out of the Trust Property actually vested in the Trustee in respect of the Trust; and
• $(c)$ the Trustee is not responsible for acting upon:
• a resolution purporting to have been passed at a meeting of Holders at which $(i)$ minutes were made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for another reason the resolution was not valid or binding upon any of those Holders whom it purports to bind or the Trustee; or
• $\langle \mathbf{ii} \rangle$ direction or instruction given by the Holders. The Trustee acting upon a direction or instruction given by the Holders does not of itself amount to a breach of duty or breach of trust or in any way affect the Trustee's right to be indemnified out of the Trust Property, whether under this deed or otherwise.

22.3 Limitation on responsibility for Costs

The Trustee is not responsible for any Cost incurred:

• by fraud, negligence, breach of duty or breach of trust or otherwise, by any agent, $\left( a\right)$ delegate, attorney or custodian and any of their agents or delegates;
• $\mathbf{a}$ by relying on any notice, resolution, information, document, form or list unless it reasonably believes the item not to be genuine or not to have been passed, executed or signed by the proper parties; or
• $(c)$ if a person fails to carry out an agreement with the Trustee or an agent or a delegate of the Trustee,

except to the extent of the Trustee's breach of trust, fraud or negligence.

22.4 Trustee prevented from acting

The Trustee is not liable to anyone in respect of any failure to perform or do any act or thing which by reason of:

a provision of any present or future law or statute of Australia, or state or territory of $(a)$ Australia; or

Minter Ellison | Rof: THW
MELS_331172_2 (W97)

The state

$\mathbf{i}_1$

Ŷ, $\frac{1}{2}$

$\frac{1}{2}$

自分目标

$\frac{1}{2}$

$\frac{1}{2}$

i,

$(b)$ any decree, order or judgement of a competent court,

the Trustee is prevented, forbidden or hindered from doing or performing.

22.5 Advice to the Trustee

The Trustee may take and act upon:

• the opinion or advice of counsel or solicitors instructed by the Trustee in relation to the $(a)$ interpretation of this deed or another document (whether statutory or otherwise) or generally as to the administration of the Trust or another matter in connection with the Trust; and
• $(b)$ the opinion, advice, statements or information from any bankers, accountants, auditors, valuers, architects, engineers and other persons consulted by the Trustee who are in each case believed by the Trustee in good faith to be expert in relation to the matters upon which they are consulted,

and the Trustee is not liable for anything done, suffered or omitted by it in good faith in reliance upon that opinion, advice, statements or information.

22.6 Application to court

Nothing in this clause 22 prohibits or impedes the Trustee from applying to any court if the Trustee thinks fit.

22.7 Interests of the Trustee

The Trustee or an officer or employee or associate of the Trustee may:

• $(a)$ be a Holder.
• act in any capacity including without limitation as a representative, delegate or agent of $(b)$ the Trustee or a Holder;
• $(c)$ have an interest in or enter into a contract or transaction with:
• $(i)$ the Trustee or an associate of the Trustee;
• $(ii)$ a Holder; or
• another person, including one whose shares or other securities form Trust $(iii)$ Property; or
• hold or deal in or have another interest in Trust Property, $(iv)$

and may retain and is not required to account for a benefit derived by doing so.

22.8 Contribution from others

If a person makes a claim for contractual damages against the Trustee or a Holder, the Trustee or the Holder (as the case may be) may claim contribution or apportionment in respect of that loss or those damages from a person who has contributed to that loss or those damages.

22.9 Events beyond control of the Trustee

The Trustee is not liable for any delay or failure to perform its obligations under this deed to the extent that the delay or failure arises from an event or circumstance that is beyond the control of the Trustee and could not have been prevented, remedied or overcome by the exercise of reasonable care or the taking of reasonable precautions.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

$\cdot$

$\bar{\nu}$ $\frac{1}{\epsilon}$

$\frac{1}{2}$

$\sim$ $\pm$

23. Trustee's fees

The Trustee is entitled to receive fees under any agreement with the Holders or another person in respect of its services in relation to the Trust.

24. Outgoings

All costs, charges, expenses and outgoings reasonably and properly incurred by the Trustee in connection with the following matters or of the following nature in relation to the Trust are payable or reimbursable out of Trust Property:

• preparation, approval, stamping, execution and printing of this deed and any deed $(a)$ amending this deed:
• $(b)$ retirement, removal and appointment of a Trustee;
• institution, prosecution, defence and compromise of any court proceedings, arbitration or $\left( c\right)$ dispute resolution proceedings in relation to this deed or the Trust (but the Trustee must repay to the Trust, and is not entitled to be reimbursed for, an amount of outgoings in connection with proceedings to the extent it is found by a court to be liable for its own negligence, fraud, breach of trust or breach of duty);
• convening and holding a meeting of Holders and implementing a resolution of the $(d)$ meeting;
• bank fees, interest, discount and acceptance fees for bill facilities, all borrowing costs and $(e)$ like amounts:
• $(f)$ Taxes;
• any actual or proposed investment, acquisition, realisation, valuation, maintenance, $(g)$ alteration, improvement, enhancement, receipt, collection or distribution of the Trust Property;
• $(h)$ fees payable to a person authorised by the Trustee to hold Trust Property;
• establishing and maintaining the Register, the Trust accounting system and records and $(i)$ the investment register (including, without limitation, operation and development of computer facilities, both software and hardware, salaries and on costs);
• G) fees payable to a regulatory authority;
• preparing, printing and posting accounts, cheques and documents, or making payments, to $(k)$ Holders:
• any offer or invitation in respect of Units or Economic Units, including preparation, $(1)$ lodgement, registration, distribution and promotion of Trust prospectuses or information memoranda;
• amounts payable to administrators, advisers, agents, brokers, contractors, custodians, $(m)$ investment managers, statutory supervisors, underwriters or other persons engaged by the Trustee under this deed including legal costs on a full indemnity basis and including overheads and other costs payable to related companies for staff, equipment and leased premises:
• fees incurred by an auditor of the Trust; $(n)$
• $\circ$ preparing and lodgement of Trust taxation or other returns;

Ì.

$\ddot{\cdot}$

τİ

• $(p)$ termination of the Trust:
• $\mathbf{q}$ entering the Trust in a survey;
• $(\tau)$ fees payable to a ratings organisation;
• performance of the Trustee's duties, exercise of the Trustee's rights or powers, compliance $\left( \mathbf{c} \right)$ with the law or administration of the Trust;
• fees payable to a securities system authorised by the Trustee to hold Trust Property; $(t)$
• dealing with applications for and determining the Issue Price of Units; and $(p)$
• an amount equal to any GST which the Trustee may be liable to pay in connection with $(v)$ any supply or other act or omission on the part of the Trustee in connection with the Trust except where and to the extent that the GST liability of the Trustee is already accounted for in the arrangements governing the relevant supply or act or omission.

25. Recoveries

Each Holder is liable for all Taxes and costs in relation to that Holder's entitlement to, or payment of, income or capital to, or any act requested by, that Holder and for unpaid amounts and all expenses payable by them to the Trustee or Trust under this deed. The Trustee may (but is not obliged to):

• deduct reimbursable expenses from the Holder's Distributable Income in accordance with $(a)$ this deed:
• withhold payment of any money payable to a Holder until the liability is discharged; or $(b)$
• recover the amount payable by the Holder from any money or property held for, or $\circ$ distribution or other amount payable to, the Holder, including by redeeming or causing buy-back of Units of the Holders,

in order to meet the liability or to be reimbursed for a liability which it has already met.

26. Distributions

$26.1$ Cash distributions

The Trustee may at any time elect that any amount (capital or income) of the Trust be distributed to Holders pro rata to the number of Economic Units held in the Trust as at a time determined by the Trustee, provided that only cash is distributed.

Distribution of Distributable Income 26.2

Within two months after the end of each Trust Year, the Trustee must distribute any undistributed share of Distributable Income to which any Holder is entitled.

26.3 Holders' interest in Distributable Income

Each Holder is presently entitled as at the end of each Trust Year to a share of Distributable Income for that Trust Year, if any, which has not previously been distributed, in the proportion of the number of Economic Units held to the aggregate of all Economic Units then on issue on the Trust. Each Holder has a vested and indefeasible interest in all amounts of Distributable Income to which that Holder becomes entitled in accordance with the operation of this clause.

completed and the complete

ţ

ć,

$\frac{1}{2}$

$\frac{1}{2}$

$\begin{array}{c} 1 \ 1 \ 2 \end{array}$

i:
H

电子工作

$\frac{1}{1}$ :

÷

$\mathcal{I}$

$\frac{1}{2}$

U

27. Payments

The obligations of the Trustce are fully discharged in respect of any money payable to a Holder that is deposited into an account with a bank or other financial institution nominated by the Holder and approved by the Trustee or, if the Trustee agrees, paid by cheque (which the Trustee must prepare) posted to the Holder, or (if the Trustee agrees) applied in another manner as the Holder directs the Trustee.

28. Accounts

Accounts for the Trust must be prepared in accordance with generally accepted Australian accounting principles and applicable accounting standards. The Trustee must keep the accounts of the Trust. The Trust's fiscal year ends on 30 June.

29. Auditor

The Trustee must appoint and may at any time replace as Trust auditor a registered company auditor, or a firm of chartered accountants of which at least one partner is a registered company auditor.

30. Meetings

30.1 Convening and conduct of Meetings

The Trustee may call a Meeting in the manner provided in Schedule 1 and the Meeting must be conducted in accordance with Schedule 1.

30.2 Written resolutions

A resolution is passed without a Meeting if all the Holders entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Holders if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Holder signs. The passage of the resolution satisfies any requirement under this deed or the law (if any) that the resolution be passed at a Meeting.

$30,3$ Postal Ballot

A Meeting may be conducted by postal ballot in accordance with those arrangements as the Trustee decides replicate as closely as may be practicable, the provisions of this deed with respect to Meetings.

$31 -$ Trustee's retirement

31.1 Trustee may retire

Subject to the law, the Trustee may retire from the Trust by giving at least 1 mouths notice to the Holders.

31.2 Trustee must retire

Subject to the law, the Trustee must retire from the Trust immediately if:

• a receiver is appointed in respect of all or any part of the Trustee's business or assets; $\bf (a)$
• (b) the Trustee becomes insolvent or goes into liquidation; or

ł

计可变 医阿拉伯氏结核菌

电压

÷,

$\ddot{\phantom{a}}$

$\frac{1}{2}$

$\frac{1}{2}$ $\frac{1}{4}$

Holders of Units at a Meeting pass a Extraordinary Resolution that the Trustee must retire. $\left( c\right)$

31.3 Replacement Trustee

A retiring Trustee must within one month after giving notice or being required to retire, appoint a replacement Trustee, otherwise the Holders by Extraordinary Resolution may do so.

Retiring Trustee must transfer Trust Property and records $31.4$

A retiring Trustee must transfer all Trust Property and records of the Trust to the new Trustee at the cost of the Trust.

31.5 New Trustee

The new Trustee must not be a Holder and cannot at any time after appointment become a Holder unless the new Trustee is a Special Trustee. This sub-clause cannot be modified or deleted.

32. Trustee's indemnity

To the extent permitted by law (and in no way limiting or purporting to exclude, or reduce liability under law in particular), on retirement or removal, the Trustee is entitled:

• to a complete release from all obligations in relation to the Trust which arise after its $(a)$ retirement or removal; and
• to be indemnified out of Trust Property against any claims arising out of its conduct as $(b)$ Trustee except claims in respect of neglect, default or breach of trust by the Trustee and without limiting liability of the Trustee to the Holders.

$33.$ Liability of Holders

• The liability of a Holder in their capacity as such is limited to: $\omega$
• any liability to pay the amount (if any) of the Issue Price that is for the time being $\left( i\right)$ unpaid on the Units or Economic Units held by that Holder; and
• $(i)$ any liability expressly imposed on that Holder under this deed or under any separate agreement between that Holder and the Trustee,

a distribution or payment of capital does not create or increase any unpaid amount of the Issue Price of Units.

• $(b)$ Subject to clause 33.(a)(ii), a Holder need not:
• indemnify the Trustee if there is a deficiency in the Trust Property as compared $(i)$ with the liabilities to be met from the Trust Property; or
• $(ii)$ meet the claim of any creditor of the Trustee in respect of the Trust,

and recourse of the Trust and Trust creditors is limited to Trust Property.

34. No partnership or agency

Nothing contained or implied in this deed creates or constitutes, or is deemed to create or constitute, a partnership or agency relationship between the Trustee and a Hokler.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trusi deed | pago 18

$\mathcal{I}$

à

Î,

$\hat{\boldsymbol{\cdot}$

i
il

$35.$ Notices and other communications

35.1 Service of notices

A notice, demand, consent, approval or communication under this deed (Notice) must be:

• in writing, in English and signed by a person duly authorised by the sender; and $(a)$
• $(b)$ hand delivered or sent by prepaid post or facsimile to:
• for the Trustee, the address for Notices specified in the Details, as varied by any $(i)$ Notice given by the Trustee; and
• for a Holder or joint Holders, the address of the Holder, or of the first named of $(ii)$ joint Holders, shown in the Register.

35.2 Effective on receipt

A Notice given in accordance with clause 35.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

• $(a)$ if hand delivered, on delivery;
• if sent by prepaid post, on the second Business Day after the date of posting (or on the $(b)$ seventh Business Day after the date of posting if posted to or from a place outside Australia);
• if sent by facsimile, when the sender's facsimile system generates a message confirming $\left( c\right)$ successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

35.3 Joint Holders

A notice may be given by the Trustee to joint Holders by giving the notice to the joint Holder whose name appears first in the Register.

35.4 Persons deriving title

A person entitled to a Unit or Economic Unit by operation of law and who is not registered as the Holder of the Unit or Economic Unit is taken to receive any notice scrved in accordance with this clause on the person from whom it derives its title.

35.5 Document delivery

A Unit or Economic Unit certificate, cheque, warrant or other document may be delivered by the Trustee either personally or by sending it:

• in the case of a Holder who does not have a registered address in Australia, by prepaid $(a)$ airmail post; and
• $(b)$ in any other case, by prepaid ordinary post,

and is at the risk of the addressee as soon as it is given or posted.

35.6 Foreign Holders

A Holder whose registered address is not in Australia may specify in writing an address in Australia as the Holder's registered address for the purposes of this clause 35.

Minter Ellison | Ref. THW
MELS_331172_2 (W97)

î,

$\Omega$

$\bar{\psi}$ . $\epsilon_{\rm g}$ i.

IJ

35.7 Certificate

A certificate in writing signed by a director, secretary or other officer of the Trustee that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.

35.8 Signature

The signature to a Notice given by the Trustee may be written or printed.

35.9 Service abroad

All Notices sent by post outside Australia must be sent by prepaid airmail post.

36. Amendments

36.1 Amendments by Trustee

The Trustee may by supplemental deed, modify, add to or delete from, this deed, but may not:

• if the modification, addition or deletion is likely to confer a benefit on the Trustee or any $(a)$ of the Trustee's related bodies corporate, officers or employees;
• $(b)$ if expressly prohibited from doing so under this deed; or
• if the modification, addition or deletion is likely to have a material adverse effect on the $(c)$ interests of Holders.

36.2 Extraordinary Resolution

The Trustee may make any amendment to this deed approved by Extraordinary Resolution.

37. Governing law

This deed is governed by the law of Victoria.

Minter Ellison | Ref: THW
MEI,S_331172_2 (W97)

$\frac{1}{2}$

$\frac{1}{2}$

电压力

计时间

$\boldsymbol{\cdot}$

Schedule 1- Meetings of Holders

1. Notice

$1.1$ Calling of Meetings

• $\left( a\right)$ The Trustee may at any time call and arrange a Meeting.
• The Trustee must call and arrange a Meeting at the written request of Holders with 10% of $(b)$ the issued Units.

$1.2$ Period of notice

The Trustee must give Holders 21 days notice of a Meeting or such lesser time as agreed to in writing by Holders of at least 95% of the Units on issue. In calculating the period of notice, both the day on which the notice is given (or taken to be given) and the day of the Meeting (of which notice is being given), are excluded.

$1.3$ Contents of notice

The notice of Meeting must specify:

• $(a)$ the place, date and time of the Meeting,
• $(b)$ the general nature of the business to be transacted; and
• for any Extraordinary Resolution proposed, the precise terms of the proposed resolution. $(c)$

A copy of the notice must be sent to the Trustee except if the Trustee calls and arranges the Meeting.

$1.4$ Omission to give notice

Accidental omission to give notice to, or the non-receipt of notice by, a Holder does not invalidate the Meeting nor any resolution passed at a Meeting.

Proceedings at Meeting $2.$

$2.1$ Quorum

The quorum for a Meeting is 4 Holders present in person, by attorney or by proxy, or if a Holder is a corporation by proxy, by attorney or by duly authorised representative. Business cannot be transacted at a Meeting if a quorum of Holders is not present at the commencement of business.

$2.2$ No quorum

• Subject to clause 2.2(c) of this Schedule, if a quorum is not present within 30 minutes $(a)$ after the time appointed for a Meeting, the Meeting stands adjourned to the same time and place five Eusiness Days after the appointed Meeting or at another place and time agreed by all Holders of Units present at the Meeting.
• At an adjourned Meeting, the Holders of Units present and entitled to vote whatever the $(b)$ number of the Units held by them is a quorum for the transaction of business including the passing of Extraordinary Resolutions.

If a Meeting is called and arranged at the request of Holders of Units and a quorum is not $\langle \circ \rangle$ present within 30 minutes after the time appointed for the Meeting, the Meeting is dissolved.

$2.3$ Chairperson

• The chairperson of each Meeting is the chairperson (or in the chairperson's absence the $(a)$ deputy chairperson) of directors' meetings of the Trustee.
• Those of the Trustee's directors present may elect a chairperson of a Meeting, if: $(b)$
• there is no chairperson or deputy chairperson of meetings of the Trustee's $(i)$ directors:
• the chairperson and deputy chairperson of meetings of Trustee's directors do not $(ii)$ want to act as chairperson of the Meeting; or
• the chairperson of the Meeting is not present within 15 minutes after the time $(iii)$ appointed for the Meeting.
• $(c)$ If a chairperson of a Meeting is not elected under clause 2.3(b), then:
• the Holders of Units may elect one of the Trustee's directors present as $\left( i\right)$ chairperson; or
• if a director of the Trustee is not present or does not want to take the chair, the $(i)$ Holders of Units may elect one of the Holders of Units present as chairperson.
• If there is a dispute at a Meeting about a question of procedure, the chairperson may $(d)$ determine the question.

$2.4$ Adjournment

• The chairperson of a Meeting may with the consent of a Meeting at which a quorum is $\left( \cdot \right)$ present, adjourn the Meeting to another place and time.
• The chairperson of a Meeting must adjourn the Meeting to another place and time if $(h)$ directed by the Meeting so resolving on a poll.
• Only business that may lawfully have been transacted at the Meeting from which the $\left( c \right)$ adjournment took place, may be transacted at the adjourned Meeting.
• If a Meeting has been adjourned for more than 21 days, three days written notice of the $(d)$ adjourned Meeting must be given to the Holders. In calculating the period of notice, both the day on which the notice is served (or taken to be served) and the day of the adjourned Meeting (of which notice is being given) must be given to Holders.

2.5 Minutes

Minutes of a Meeting signed by the chairperson are conclusive evidence of the proceedings of the Meeting.

3. Voting

$3.1$ Show of hands

• A resolution put to the vote of a Meeting must be decided on a show of hands of Holders $\left( a\right)$ of Units except if a poll is demanded.
• If a poll is not demanded a declaration by the chairperson that a resolution has been $(b)$ carried (unanimously or by a particular majority) or lost is conclusive evidence of the fact

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

Trust deed | page 22

$\begin{matrix} \vdots \ \vdots \end{matrix}$

without proof of the number or proportion of the votes recorded in favour of or against the resolution.

$3.2$ Poll

• $(a)$ A poll may only be demanded by:
• $(i)$ the chairperson; or
• in writing by one or more Holders of Units present in person, by proxy or by $(i)$ authorised representative and holding or representing 5% of the issued Units.
• A poll may only be demanded before or on the declaration of the result of the show of $(b)$ hands.
• If a poll is duly demanded it is to be taken in the manner the chairperson may direct and $\left( c\right)$ the result of the a poll is deemed to be the resolution of the Meeting at which the poll was demanded.

$3.3$ Conduct of poll

• A poll demanded on the election of a chairperson or on a question of adjournment must be $\left( a\right)$ taken at the Meeting without adjournment. A poll demanded on any other question may be taken either immediately or at another time (not being more than 30 days from the date of the Meeting) and place as the chairperson may direct. No notice need be given of a poll not taken immediately.
• The demand for a poll does not prevent the Meeting continuing for the transaction of $(b)$ business except the question on which the poll has been demanded.

$3.4$ Number of votes

• On a show of hands, each Holder of Units who is present in person, by attorney, by proxy $(a)$ or by authorised representative has one vote.
• On a poll, each Holder of Units who is present in person, by attorney, by proxy or by $(b)$ authorised representative has one vote for every Unit of which the Holder is the registered holder.
• $\left( \cdot \right)$ A Holder of Units entitled to more than one vote need not use all its votes or cast all the votes it uses in the same way.

$3.5$ No casting vote

The chairperson does not have a casting vote in addition to the chairperson's votes as Holder of Units, proxy, attorney or authorised representative.

$3.6$ Joint holders

In the case of joint Holders of Units, the vote of the joint Holder of Units first named in the Register voting whether in person, by proxy or by authorised representative is accepted to the exclusion of the votes of the other joint Holders of Units.

$3,7$ Resolutions

Subject to this deed and any Extraordinary Resolution, a resolution of the Holders of Units is carried if a majority of the votes cast on the resolution of Holders of Units is in favour of the resolution.

Trust deed | page 23

医皮肤细胞 医血管

$\ddot{\phantom{a}}$ $\tilde{\mathbb{C}}$ $\boldsymbol{\gamma}$

$\frac{1}{4}$

ji.
U

医皮肤细胞

电电话

¢

$\frac{1}{2}$ ļ.

ķ

书写真

$\frac{1}{2}$

$\frac{1}{2}$

$\frac{1}{2}$

4. Proxies

$4.1$ Number of proxies

A Holder who is entitled to vote at a Meeting of Holders may appoint not more than two proxies to attend and vote at the Meeting on the Holder's behalf.

$4.2$ Instrument appointing proxy

The instrument appointing a proxy must be in writing and executed as follows:

• if the appointor is a corporation, under its common seal or signed by a duly authorised $(1)$ officer or attorney of the corporation; or
• in any other case, signed by the appointor or the appointor's attorney duly authorised in $(b)$ writing.

$4.3$ Proxy need not be Holder

A person appointed to act as a proxy need not be a Holder.

$4,4$ Return of proxies

• An instrument appointing a proxy and the power of attorney or other authority (if any) $\left( a\right)$ under which it is signed or a certified copy of the power or authority must be received at:
• the place specified by the Trustee in the notice of Meeting for the return of $\omega$ proxies; or
• if a place is not specified for the return of proxies, at the registered office of the $(ii)$ Trustee.
• Each instrument appointing a proxy must be received 48 hours before the time appointed $(b)$ for the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for taking of the poll) at which the person named in the instrument proposes to vote. An instrument appointing a proxy received in default of this clause must be treated as invalid.
• An instrument appointing a proxy is only valid twelve months after the date it is $\left( c\right)$ execution.

4,5 Form of proxy

• An instrument appointing a proxy may be in the usual common form or another form $(a)$ approved by the Trustee.
• An instrument appointing a proxy is deemed to include the right to demand or join in $(b)$ demanding a poil.
• An instrument appointing of a proxy is also valid for any adjournment of the Meeting as $\epsilon$ for the Meeting to which it relates.
• An instrument appointing a proxy need not be witnessed. $(d)$

4.6 Validity of vote

Except where the Trustee has received at its registered office written notice of the matter before the start or resumption of the Meeting at which a proxy votes, a vote cast by a proxy is valid even if, before the proxy votes:

• $(a)$ the proxy's appointor dies;
• $(b)$ the proxy's appointor is mentally incapacitated;
• $(c)$ the instrument appointing the proxy is revoked;

Minter Ellison | Ref. THW
MEL6_331172_2 (W97)

; 3 | 2 9 2 8 3 2 5 4 4

$\epsilon$

ł

$\frac{1}{\gamma}$

$\ddot{\cdot}$ j.

$\mathfrak{f}$ 医骨折

$\mathbb{R}^3$ $\ddot{\phantom{a}}$

计时序

$\mathbf{L}$

• the authority under which the instrument appointing the proxy is revoked; or $(d)$
• the Units in respect of which the proxy was given are transferred. $(e)$

Extraordinary resolution 5.

The following may only be done by Extraordinary Resolution:

• any modification or compromise or any arrangement in respect of Holders' rights against $(a)$ the Trustee; and
• any modification, alteration, cancellation, amendment or addition to this deed. $(b)$

Ń,

6. Holders bound

A resolution passed at a Meeting duly convened and held in accordance with this Schedule binds each Holder whether the Holder was present at the Meeting and each Holder must give effect to the resolution.

Minter Ellison | Raf: THW
MEL5_331172_2 (W97)

Thirt dood Lease 19

$\begin{array}{c} 1 \ 1 \ 2 \ 3 \ 4 \end{array}$

12000000000000000000000000000000000000

Signing page

EXECUTED as a deed.

Executed by Kolsen Pty Ltd ACN 111 384 $144$

Signature of sole director and sole company secretary

MARIL HOLLARD CARMEGIE
Name of sole director and sole company secretary
(print)

Executed by M&T Carnegie Pty Ltd by its
duly authorised officer Mark Howard
$C_{\mu}^{\text{Arregie}}$ ţ.

Signature of Mark Howard Carnegie

$\frac{1}{2}$

Minter Ellenn I Dan TLAN

who states that he or she is the sole director and the sole company secretary of the company.

٠, $\cdot$ . $\ddot{\phantom{a}}$

Hollandia

Ć,

SCARLETT UNIT TRUST

Unit entitlements

Unit holder	Economic Unit entitlement	Voting Unit Entitlement
Bayeux Investment Pty Limited	5%	5.68%
Takeda Pty Limited	5%	5.68%
Buka Minerals Limited	10%	4.55%
John Singleton Promotions Pty Limited	$10\%$	11.36%
Tamorer Pty Limited	5%	5.68%
M&T Carnegic Pty Limited	5%	5.68%
Avobone NV	10%	11.36%
Casthree Pty Limited	50%	50%

Takeda Pty Ltd ACN 004 931 837

This is Annexure "C" of 1 page referred to in form 604 Notice of change of interests of substantial holder. Le n wall

Director

MELS 347987 1 (W97)

大臣主義

Form 604 Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Iluka Resources Limited (Iluka)
ACN/ARSN	008 675 018
1. Details of substantial holder (1)
	Tamorer Pty Limited ACN 073 129 156 (Tamorer), John Malcolm Rodney Wylle and Myriam Angele Wylie
Name ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	17/6/2005
The previous notice was given to the company on	17/6/2005

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice			.
----	Person's votes	Voting power (5)	Person's votes	Voting power (5) In the contract component of the con-
paid Fully. ordinary shares lí Shares)	13.605.427	5.8414%	16,885.470	7.2496%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
17/6/2005	Kolsen Pty Ltd ACN 111 384 144 (Kolsen)	On-market acquisitions of Shares by Kolsen. lSee also Annexure "B" trust deed and lAnnexure "C" unit entitlements	See Annexure "A" attached	3.280.043	3.280.043

4. Present relevant Interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Tamoner	ANZ Margin Services Pty Ltd, ANZ Nominees Ltd, Bell Potter Nominees Account), Genca Pty Limited and Talogg lPtv Limited	JANZ Margin Services Pty Ltd, ANZ lNominees Ltd. Bell Potter Nominees Limited (BB Nominees Limited (BB Nominees Account). Genca Ptv Limited and Talogg IPty Limited	Beneficial interest	575.375	575,375
John Malcolm Rooney Wylie	ANZ Margin Services Pty Ltd, ANZ Nominees Ltd, Bell lPotter Nominees Account), Genca Ptv Limited and Talogg lPtv Limited	ANZ Margin Services IPty Ltd. ANZ Nominees Ltd, Bell lPotter Nominees Controller of Tamorer Limited (BB Nominees Limited (BB Nominees Account), Genca Ptv Limited and Talogg lPtv Limited		575.375	575.375

MEL5_334257_1 (W97)

$12 - 07 - 05$ ; $18:56$ ; 09/07 '05 SAB 09:22 FAX 39 06 3221435 $08 - 07 - 05$ ; $19:55$ ;

ALDROVANDI PALACE, ROME

81292832544

$; 51292832544$

$\sharp = 2 \times 31$

$\frac{1}{2}$ $\frac{1}{3}$ l,

$\ddot{\cdot}$

$\mathfrak{t}$

ł,

ij

$4003$ $#$ 3/31

hAniam jAngelo Wylie	IANZ Margin Services IPty Ltd. ANZ Nominaes Ltd, Bail Potter Nominaes Account), Genae Piv Limited and Talogg :Ptv Limited	J TANZ Margin Services iFiy Ltd, ANZ Mominees Ltd, Bell Fotter Nominges Limited (BB Nominees Limited (BB Nominees! Account), Genca Ptv Limited and Telogg iPty Limited	Controller of Tamorer	575,375	578,375
-------------------------	----------------------------------------------------------------------------------------------------------------------------------------------------	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	-----------------------	---------	---------	--

1. Changes in association

-------------------------------------relation to voting interests in the company or echeme are as follows:

- Name and ACN/ARSN (if apolicable* --	___ ---------- ᅮ --- --- Nettire of association	------ .
Not applicable ╌	iNo: apolicable	.

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Koisen	Level 45, 2 Park Street, Sydney, NSW 2000
Tamorer	Level 45, 2 Park Street, Sydney, NSW 2000
John Malcom Rodney Wylle Myriam Angele Wyle	Lovel 45, 2 Park Street, Sydney, NSW 2000
ANZ Margin Services Ltd	Lavel 7, 20 Martin Place, Sydney, NSW 2000
ANZ Nominees Ltd	Lovel 7, 20 Martin Place, Sydney, NSW 2000
Bell Potter Northees Limited (BB Nominees Account)	GPO Box 4718 TT, Melhoumo, VIC 3001
Genca Pty Limited	Level 43, 2 Park Street, Sydney, NSW 2000
Talogg Pty Limited	Level 45, 2 Park Street, Sydney, NSW 2000

Signature

print name	John Malcolm Rodney Wylle	CZIDZICILY	Director of Tamorer
sign hore		dato	11/7/2005
print name	John Majorim Rodney Wylie
sign here		capacity	Substantial holder
		date	11/7/2005
proit name	Myriam Angele Wyfie	capacity	Substantial holder
sign hare		data	11/7/2005

MEL5_334257_1 (W97)

$\bar{z}$

10f1 24,184,598.40 8,879,713.35 15,314,885.05 Total $1,328.76$ 2,293.45 3,823.77 ١ GST 13,297.63 22,934.49 36,232.72 Brokarage × 8,865,086.00 16,289,657.11 24,164,743.07 $\cdot$ Amount This is Annazona " $A$ " of I page referred to in form 604 Notice of change of Purchase 7.1898 7.4693 Price 3,280,043 1,233,043 2,047,000 Shares No. of Therores Pty Limited ACN 073 129 156 21/05/2005 22/06/2005 interests of substantial holder. Settlement Date of 1606/2005 17/08/2005 Director Date of Trade	. .	$08 - 07 - 05$ ; 19:55	≏ vo ΨV 400 $\frac{1}{2}$	ALDAVIANDI FALACE,	KUME	; 61292832544	raî no T # 4/
							34840 1045)

$\bar{z}$

$\ddot{\phantom{0}}$

NEL5 88

l.

$12-07-05$ ; $18:56$ ;
$09/07$ '05 SAB 09:21 FAX 39 06 3221435

ALDROVANDT PALACE, ROME

$\sharp = 3 \mathbin{/} 3$ ) Lzhonn

医皮肤 医子宫

$\frac{1}{2}$

Ŷ,

$\label{eq:3.1} \begin{aligned} \mathcal{L}{\mathcal{A}}(\mathcal{A}) & = \mathcal{L}{\mathcal{A}}(\mathcal{A}) + \mathcal{L}{\mathcal{A}}(\mathcal{A}) + \mathcal{L}{\mathcal{A}}(\mathcal{A}) + \mathcal{L}{\mathcal{A}}(\mathcal{A}) + \mathcal{L}{\mathcal{A}}(\mathcal{A}) + \mathcal{L}{\mathcal{A}}(\mathcal{A}) + \mathcal{L}{\mathcal{A}}(\mathcal{A}) + \mathcal{L}{\mathcal{A}}(\mathcal{A}) + \mathcal{L}{\mathcal{A}}(\mathcal{A}) + \mathcal{L}_{\mathcal{A}}(\mathcal$

医神经性的 医血管病 医白细胞 医白细胞 医白细胞

$\hat{\boldsymbol{\gamma}}$

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$ l,

$\bar{\bar{z}}$ $\ddot{\phantom{a}}$

$\frac{1}{2}$

$\frac{1}{2}$

$\begin{array}{c} \begin{array}{c} \bullet \ \bullet \end{array} \end{array}$

$\frac{1}{\Delta}$

$\frac{1}{3}$

; $\sqrt{3}$ | $\sqrt{2}$ $\sqrt{9}$ $\sqrt{2}$ $\sqrt{8}$ $\sqrt{3}$ $\sqrt{2}$ $\sqrt{5}$ $\sqrt{4}$ $\sqrt{4}$

$\ddot{\phantom{a}}$

有限的 计单位

有效性的

$\frac{1}{2}$

Tamorer Pty Limited ACN 073 129 156

This is Annexure "B" of 26 pages referred to in form 604 Notice of change of interests of substantial holder.

Director

Trust deed

for the Scarlett Unit Trust

Kolsen Pty Ltd ACN 111 384 144 (Trustee)

MinterEllison $\pmb{\mathsf{A}}$ $\overline{\mathbf{s}}$ L, $\boldsymbol{\eta}$ $\epsilon$ $\boldsymbol{R}$ Y

MEL5_331172_2 (W97)

$\frac{1}{2}$

计中间

l,

¢

$\frac{1}{2}$ .

$\frac{1}{\alpha}$ $\frac{1}{2}$

$\begin{bmatrix} 1 \ 1 \ 1 \end{bmatrix}$ $\ddot{\cdot}$ $\ddot{\cdot}$ $\frac{1}{2}$

$\frac{1}{4}$

Trust deed for the Scarlett Unit Trust

Details Terms 1. Defined terms & interpretation 1.1 Defined terms 1.2 Interpretation 1,3 Headings 2. Establishment 2.1 Unit trust 2.2 Benefit of Trust 2.3 Trustee 2.4 Deed binding 3. Duration of Trust 4. Trust Property 4.1 Vesting 4.2 Separate fund 5. Trust Liabilities 6. Units and Economic Units 6.1 Rights of Holders 6.2 Units identical 6.3 No interference 6.4 Economic Units 7. Applications 7.1 Application for Units 7.2 Minimum investment 7.3 Trustees may reject applications 7.4 Issue of Units 7.5 Funds not cleared 8. Valuations 6.1 Trustee's expertise 8.2 Value of Trust Property 8,3 Revaluation 9. Net Asset Value 9.1 Calculation 9.2 Time of calculation 10. Issue Price 11. Redemptions not generally permitted
		5
		6
		6 6 7
		7 7 7 $\overline{I}$ $\overline{\mathbf{z}}$ 7
		7 7 7 7
		7 7 7 7 7 7
		7 7 7 7 7 7
		7 7 7 7
		7 7 7
		7
		7

Minter Etilson | Ref. 'THW
MgLS_331172_2 (W97)

J.

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

$\frac{1}{2}$

$\frac{1}{2}$

医皮肤皮炎

$\label{eq:2.1} \begin{split} \mathcal{L}{\mathcal{A}}^{\mathcal{A}}(\mathcal{A})&=\mathcal{L}{\mathcal{A}}^{\mathcal{A}}(\mathcal{A})\mathcal{A}^{\mathcal{A}}(\mathcal{A})\mathcal{A}^{\mathcal{A}}(\mathcal{A})\mathcal{A}^{\mathcal{A}}(\mathcal{A})\mathcal{A}^{\mathcal{A}}(\mathcal{A})\mathcal{A}^{\mathcal{A}}(\mathcal{A})\mathcal{A}^{\mathcal{A}}(\mathcal{A})\mathcal{A}^{\mathcal{A}}(\mathcal{A})\mathcal{A}^{\mathcal{A}}(\mathcal{A})\mathcal$

$\frac{1}{\sqrt{2}}$ $\hat{\gamma}$

$\frac{1}{\sqrt{2}}$

$\hat{\vec{r}}$ Ţ.

$\frac{1}{2}$

$\frac{1}{\sqrt{2}}$ $\hat{\gamma}_1$ ÷ $\cdot$ $\epsilon$

$\hat{\mathcal{A}}$

$\bar{z}$ l,

12.	Trustee's powers	7
12.1 12.2	Powers	7
13.	Delegation by Trustee Trustee's agents	7
14.		7
	Trustee's discretion	7
15.	Indemnity	7
16.	Register	7
16.1 16.2	Establish and maintain unit register Notice of trust	$\overline{7}$
16.3	Registered Holder is owner	7 $\overline{7}$
17.	Mortgage	7
17.1 17.2	Recording of mortgagee in Register Payments to mortgagees	7
17.3	Transfer of mortgaged Units	7 7
17.4	Trustee not have notice of mortgage or charge	$\overline{7}$
18.	Certificates for Units	7
19.	Transfers of Units	$\overline{I}$
191 19.2	Transfer of Units or Economic Units Manner of transfer	$\overline{7}$
19.3	Transfer happens on registration	7 $\overline{7}$
19.4	Trustee may not refuse to register	$\overline{7}$
20.	Death and insolvency	7
21.	Termination	7
21.1 21.2	Trustee may terminate Action on termination	7
21.3	Realisation of Trust Property	7 7
21.4	Distributable Income	7
22.	Trustee's liabilities and responsibilities	7
22.1 22,2	Indemnities given to the Trustee Limitations on liabilities	7
22.3	Limitation on responsibility for Costs	7 7
22.4 22,5	Trustee prevented from acting Advice to the Trustee	7
22.6	Application to court	7 7
22.7 22.8	Interests of the Trustee Contribution from others	7
22.9	Events beyond control of the Trustee	7 7
23.	Trustee's fees	7
24,	Outgoings ٠	7
25.	Recoveries	7
26.	Distributions	7

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

$\frac{1}{3}$ $\begin{array}{c} \vdots \ \vdots \ \vdots \end{array}$

$\bar{z}$

ł,

$\begin{bmatrix} 1 \ 1 \ 2 \end{bmatrix}$

$\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

$\begin{array}{c} \frac{1}{2} \ \frac{1}{2} \end{array}$

$\bar{z}_i$ $\bar{\bar{z}}$ Ŷ, $\frac{1}{2}$

a management of the second second

$\frac{1}{\epsilon}$

医无机能 医血管性贫血症

$\frac{1}{2}$ $\frac{1}{2}$

$\cdot$

医子宫下腺炎 的复数人名

$\hat{\boldsymbol{\cdot}$ $\cdot$

$\bar{\psi}$ Ť d.

l,

26.1 26.2 26,3	Cash distributions Distribution of Distributable Income Holders' interest in Distributable Income	7 7 7
27.	Payments	7
28.	Accounts	7
29.	Auditor	7
30.	Meetings	7
30.1	Convening and conduct of Meetings	7
30.2 30.3	Written resolutions Postal Ballot	7
31.	Trustee's retirement	7
31.1	Trustee may retire	7 7
31.2	Trustee must retire	$\overline{7}$
31.3 31.4	Replacement Trustee	7
31.5	Retiring Trustee must transfer Trust Property and records New Trustee	7 7
32.	Trustee's indemnity	$\overline{7}$
33.	Liability of Holders	7
34.	No partnership or agency	7
35.	Notices and other communications	7
35.1 35.2	Service of notices	7
353	Effective on receipt Joint Holders	$\overline{7}$ 7
35.4	Persons deriving title	$\overline{7}$
35.5 35.6	Document delivery Foreign Holders	7 $\overline{7}$
35.7	Certificate	7
35.8 35.9	Signature. Service abroad	$\overline{7}$
36.	Amendments	7
36.1		7
36.2	Amendments by Trustee Extraordinary Resolution	7 7
37.	Governing law	7
	Schedule 1 - Meetings of Holders	7

$\bullet$

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 4

$\bar{\gamma}$

l,

September

Í

Details

Date

14 June 2005

Party

Name Short form name Notice details

Kolsen Pty Ltd ACN 111 384 144 Trustee

Facsimile Attention

Background

The Trust was constituted a unit trust according to the terms of this deed at 9am on 14 June 2005 on the issue of Units and receipt by the Trustee of $\$10$ from the initial unitholder.

Minter Ellison | Raf: THW
MEL5_331172_2 (W97)

Trust dood (page 5

ś,

J. t

计可靠位

J, Ć,

i
S

$\bar{\mathcal{O}}$

有人出口痛

Ì

Terms

$\mathbf 1$ Defined terms & interpretation

$1.1$ Defined terms

In this deed:

Business Day means:

• $(a)$ for receiving a notice under clause 35, a day that is not a Saturday, Sunday, public holiday or bank holiday in the place where the notice is sent;
• $(b)$ for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday in Victoria, Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day,

Cost includes a cost, charge, fee, expense, commission, liability, loss, damage and tax and all amounts payable in respect of any of them or like payments.

Distributable Income means the net income of the Trust determined for purposes of section 95 of the Tax Act

Extraordinary Resolution means a resolution passed at a meeting of Holders duly convened and held in accordance with Schedule 1 and carried by a majority consisting of the Holders of Units representing not less than 75% of the votes cast at the meeting on the resolution.

Economic Unit means a unit which confer on its Holder an undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities but not a voting entitlement.

GST means any taxes in the nature of goods and services, supply or valued added taxes (by whatever name called) and whether imposed by an Australian or other legislature.

Holder means a holder of a Unit or Units or Economic Unit.

Issue Price means the price at which a Unit or Economic Unit is created and issued by the Trustee.

Meeting means a meeting of Holders.

Net Asset Value means the net asset value of the Trust calculated under clause 9.

Register means the unit register established under clause 16.

Special Trustee has the meaning given to it in the Duties Act 1997 (NSW).

Tax Act means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, or both of them.

Taxes means all income, capital gains, recoupment, debits, land, sales, payroll, fringe benefits, group, profit, interest, property, undistributed profits, withholding and other taxes, stamp, documentary, financial institutions, registration and other duties, municipal rates, and all other imposts, deductions and charges, related interest, penalties, charges, fees or other amounts assessed, charged, assessable or chargeable by or payable to any national, state or municipal taxation authority.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

; $31292832544$

ś

$\hat{\boldsymbol{\theta}}$

$\frac{1}{4}$ .

$\ddot{\cdot}$ ł,

ł,

$\frac{1}{2}$

$\bar{1}$

à,

$\ddot{\phantom{a}}$ $\epsilon_1^2$

Figure

$\frac{1}{2}$

ł,

$\langle$

t.

Trust means Scarlett Unit Trust.

Trustee means the trustee of the Trust from time to time.

Trust Liabilities includes borrowings, unpaid costs, charges, expenses, outgoings and fees, contingent liabilities, provisions the Trustee decides to make and unpaid amounts due and payable to Holders and unpaid amounts due to the Trustee.

Trust Property means all property, rights and income of the Trust.

Trust Year means a year or other period in relation to which taxable income of the Trust for purposes of the Tax Act must be determined.

Unit means a unit in the Trust which has a voting right.

$1.2$ Interpretation

In this deed, except where the context otherwise requires:

• the singular includes the plural and vice versa, and a gender includes other genders; $\left( a\right)$
• $(b)$ another grammatical form of a defined word or expression has a corresponding meaning;
• $\langle \cdot \rangle$ a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this deed, and a reference to this deed includes any schedule or annexure:
• $(d)$ a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
• $\left($ e $\right)$ a reference to A\$, \$A, dollar or \$ is to Australian currency;
• $(f)$ a reference to time is to Victoria, Australia time;
• $\mathcal{L}$ a reference to a party is to a party to this deed, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes:
• a reference to a person includes a natural person, partnership, body corporate, association, $(h)$ governmental or local authority or agency or other entity;
• $(i)$ a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them:
• a word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to G) it in the Corporations Act 2001 (Cth);
• $\left( k\right)$ the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
• $\left(\mathsf{I}\right)$ a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this deed or any part of it; and
• $(m)$ if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

$1.3$ Headings

Headings are for ease of reference only and do not affect interpretation.

Minter Ellson | Ref: THW
MEL5_331172_2 (W97)

Trust doed J page 7

Ŷ

医子宫

$\overline{\overline{1}}$

$\frac{1}{2}$

$\frac{1}{2}$

计算法

医中性 医前列腺

÷,

$\frac{1}{2}$

$\frac{1}{\sqrt{2}}$

$\gamma$

电压电电压

Contractor

ă

i.
U

$\overline{2}$ . Establishment

$2.1$ Unit trust

By this deed the Trustee constitutes a unit trust called the Scarlett Unit Trust. The beneficial interest in the Trust is divided into Units and Economic Units.

$2.2$ Benefit of Trust

The Trust is constituted for the benefit of persons who, by subscription or otherwise in accordance with this deed to become Holders.

2.3 Trustee

The Trustee is trustee of the Trust.

$2.4$ Deed binding

This deed is binding upon the Holders and the Trustee.

$3¹$ Duration of Trust

The Trust begins on the date of this deed and subject to this deed ends 80 years (less one day) after that date.

$\mathbf{4}$ . Trust Property

$4.1$ Vesting

The Trust Property vests in the Trustee on trust for the Holders on the terms of this deed.

$4.2$ Separate fund

The Trustee must hold all Trust Property as a separate fund not available to meet liabilities of another trust.

5. Trust Liabilities

Trust Liabilities of the Trust must be determined as far as practicable in accordance with generally accepted accounting principles and applicable accounting standards.

6. Units and Economic Units

$6.1$ Rights of Holders

Only Economic Units confer on their Holders undivided, but proportional, beneficial interest in the capital proceeds realised from the sale of Trust Property, subject to Trust Liabilities. A Holder has no interest in any asset or part of any asset of the Trust. A Holder is not entitled to call for or assert an interest in any part of the Trust Property.

$6.2$ Units identical

The Trustee may issue Units or Economic Units in the Trust. All Units and Economic Units have interests and rights, and are subject to conditions, identical to those of all other Units or Economic Units as the case may be.

Minter Ethson | Ref: THM
MEL5_331172_2 (W97)

ś

$\mathcal{V}$

$\epsilon_1^{\pm}$

i.
H Ť

$\frac{1}{2}$

$6.3$ No interference

A Holder may neither interfere with, nor exercise rights or powers of, the Trustee in respect of any Trust Property, Trust Liability or obligation and has no right to lodge any caveat affecting the Trust Property.

$6.4$ Economic Units

Despite anything else contained in this deed, Economic Units shall not confer any voting rights.

$\overline{7}$ Applications

$7.1$ Application for Units

A person intending to subscribe for Units must give the Trustee an application in a form and manner approved by the Trustee and pay the Issue Price to the Trustee by way of subscription for Units or Economic Units as the case may be.

$7.2$ Minimum investment

Except where the Trustee otherwise agrees, the amount subscribed must exceed a minimum amount (if any) that the Trustee from time to time determines for the Trust.

$7.3$ Trustees may reject applications

The Trustee may reject an application for Units or Economic Units without giving any reason.

$7.4$ Issue of Units

All Units or Economic Units must be issued on or after the day immediately following the closing date (if any) for receipt of applications for Units or Economic Units or otherwise when the amount subscribed is transferred to the Trust or otherwise as the Trustee decides.

$7.5$ Funds not cleared

Units or Economic Units paid for by uncleared funds which are not subsequently cleared, are void.

8. Valuations

$8.1$ Trustee's expertise

The Trustee is not to be regarded as having any special expertise in valuation.

$8.2$ Value of Trust Property

The value of any Trust Property is its fair market value determined in accordance with generally accepted Australian accounting principles and applicable accounting standards. Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at those rates quoted by a bank or other financial institution nominated by the Trustee.

$8.3$ Revaluation

The Trustee may cause an item of Trust Property to be revalued whenever it thinks fit.

÷

ĺ,

Î

Í

Ù, 1

9. Net Asset Value

$9.1$ Calculation

The Net Asset Value is the total value of Trust Property less Trust Liabilities determined in accordance with generally accepted Australian accounting principles and applicable accounting standards in force for the year ended 21 December 2004..

$9.2$ Time of calculation

The Trustee may calculate the Net Asset Value at any time on the basis of the most recent valuation of each item of Trust Property and determination of Trust Liabilities, as at that time. The Trustee may calculate the Net Asset value more than once a day,

$10₁$ Issue Price

The Issue Price is \$1 for all initial Units issued, and for all Units issued subsequently, is the amount determined by the Trustee.

Redemptions not generally permitted $11.$

A Holder has no right to require the Trustee to redeem Units or Economic Units, unless Holders of Units at a Meeting pass a Extraordinary Resolution in favour of the redemption.

12. Trustee's powers

$12.1$ Powers

Subject to this deed, the Trustee has:

• $(a)$ all the powers in relation to the Trust, Trust Property and Trust Liabilities, that it is legally possible for a natural person, trustee or corporation to have in Australia and overseas; and
• $_(b)$ all the powers incidental to ownership of the Trust Property,

including the power to invest in real or personal property of any nature, anywhere in the world and to borrow, raise money and incur liabilities and obligations of any kind, to take and provide security and as if it were the absolute and beneficial owner of all Trust Property.

12.2 Delegation by Trustee

The Trustee, by power of attorney or otherwise, may authorise one or more persons (whether or not related to or associated with the Trustee) to do anything that the Trustee may lawfully delegate, including acting as custodian, holding the Trust Property and executing documents on its behalf.

13. Trustee's agents

The Trustee may, as it sees fit, in connection with performance of its duties as Trustee, engage any advisers, agents, brokers, contractors, custodians, investment managers, underwriters or other persons (whether or not related to or associated with the Trustec).

t

l,

CONTRACTOR

$\frac{1}{1}$

÷.

$14-$ Trustee's discretion

Subject to this deed, the Trustee may determine whether to exercise and the manner, mode and time of exercise of its powers in its absolute discretion.

15. Indemnity

To the maximum extent permitted from time to time by the law, the Trustee is entitled to be indemnified out of the Trust Property for any liability incurred by it in performing any of its duties or exercising any of its powers or omitting to act, in relation to the Trust, or attempting to do so. The Trustee is not required to do anything for which it does not have a full right of indemnity out of Trust Property available for that purpose or in relation to which it is not satisfied that its liability is limited in a manner that is satisfactory to it. Any indemnity to which the Trustee is entitled under this deed is in addition to any indomnity allowed by law and is subject to clause 22.

$16.$ Register

$16.1$ Establish and maintain unit register

The Trustee must initially establish and keep a unit register in Victoria and may change the location of the Register to a location determined by the Trustee from time to time in its absolute discretion.

16.2 Notice of trust

The Trustee need not enter notice of any trust on the Register.

$16.3$ Registered Holder is owner

The Trustee may treat the registered Holder as the absolute owner of Units or Economic Units registered in that Holder's name and is not bound to take notice of any trust or equity affecting any Unit or Economic Unit. Entry on the Register is conclusive evidence of a Holder's title to Units or Economic Units.

$17.$ Mortgage

$17.1$ Recording of mortgagee in Register

On the Holder's written request, the Trustee may at its absolute discretion record a mortgagee (sole or joint) of Units or Economic Units in the Register and on the mortgagee's written request may delete that record.

17.2 Payments to mortgagees

Redemption proceeds of Units or Economic Units, capital distributions (not representing part of Distributable Income) and distributions after termination of the Trust must be paid to the recorded mortgagee of the Units or Economic Units in the Register.

17.3 Transfer of mortgaged Units

Any transfer of Units or Economic Units is subject to any existing mortgagee record so that Units or Economic Units in respect of which a mortgagee is recorded on the Register may only be transferred with the written consent of the mortgagee.

$\frac{1}{2}$

$\overline{\overline{1}}$

BELLET AND REAL

$\frac{1}{2}$

17.4 Trustee not have notice of mortgage or charge

The Trustee is not taken to have notice of the terms of any mortgage or charge and has no liability to a mortgagee in connection with recording of mortgages.

18. Certificates for Units

Certificates must be issued for Units and Economic Units. The Trustee at any time may send a Holder details of Units and Economic Units held by, Unit and Economic Unit transactions of, or distributions to, the Holder.

19. Transfers of Units

19.1 Transfer of Units or Economic Units

Fielders may only transfer Units or Economic Units with the written consent of the Trustee.

19.2 Manner of transfer

A transfer of Units or Economic Units must be made in the manner prescribed by the Trustee from time to time.

19.3 Transfer happens on registration

A transfer of Units or Economic Units takes effect only upon registration in the Register.

19.4 Trustee may not refuse to register

The Trustee may not refuse to register a transfer of Units made in accordance with the Unitholders Deed.

20. Death and insolvency

The Trustee only recognises surviving joint Holders, the legal personal representatives of a deceased Holder and the person legally entitled to Units or Economic Units consequent on bankruptcy or liquidation, respectively, as having rights or title to the Units or Economic Units in those circumstances.

$21.$ Termination

$21.1$ Trustee may terminate

The Trustee at any time may terminate the Trust by not less than four weeks prior written notice to the Holders.

21.2 Action on termination

On termination of the Trust, the Trustee must:

• $(a)$ realise all Trust Property;
• $(b)$ pay, discharge or provide for all Trust Liabilities; and
• $(c)$ distribute the net proceeds among Holders pro rata to the number of Economic Units held.

21.3 Realisation of Trust Property

The Trustee may postpone realisation of Trust Property and is not responsible for any resulting loss unless caused by the Trustee's neglect, wilful default or breach of trust.

计算机

$\frac{1}{2}$

ł, ł,

l,

$\begin{array}{c} \begin{array}{c} \begin{array}{c} \begin{array}{c} \end{array}\ \end{array} \end{array} \end{array}$

21.4 Distributable Income

Nothing in this clause affects the entitlements of Holders to receive Distributable Income. The Trustee may make partial distributions.

$22₁$ Trustee's liabilities and responsibilities

$22.1$ Indemnities given to the Trustee

This clause 22 does not limit or affect any other indemnities given to the Trustee in this deed or by law.

22.2 Limitations on liabilities

Except to the extent of the Trustee's breach of trust, fraud or negligence:

• $(a)$ the Trustee and each director and officer of the Trustee are not personally liable to a Holder or another person in connection with the office of the Trustee or director or officer of the Trustee;
• $(b)$ the Trustee is not liable to a Holder to a greater extent than the extent to which it is entitled to be and is in fact indemnified out of the Trust Property actually vested in the Trustee in respect of the Trust; and
• $\left( c\right)$ the Trustee is not responsible for acting upon:
• (i) a resolution purporting to have been passed at a meeting of Holders at which minutes were made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for another reason the resolution was not valid or binding upon any of those Holders whom it purports to bind or the Trustee; or
• $(ii)$ direction or instruction given by the Holders. The Trustee acting upon a direction or instruction given by the Holders does not of itself amount to a breach of duty or breach of trust or in any way affect the Trustee's right to be indemnified out of the Trust Property, whether under this deed or otherwise.

22.3 Limitation on responsibility for Costs

The Trustee is not responsible for any Cost incurred:

• $(a)$ by fraud, negligence, breach of duty or breach of trust or otherwise, by any agent, delegate, attorney or custodian and any of their agents or delegates;
• $(b)$ by relying on any notice, resolution, information, document, form or list unless it reasonably believes the item not to be genuine or not to have been passed, executed or signed by the proper parties; or
• $(c)$ if a person fails to carry out an agreement with the Trustee or an agent or a delegate of the Trustee,

except to the extent of the Trustee's breach of trust, fraud or negligence.

22.4 Trustee prevented from acting

The Trustee is not liable to anyone in respect of any failure to perform or do any act or thing which by reason of:

$\left( a\right)$ a provision of any present or future law or statute of Australia, or state or territory of Australia; or

Minter Ellison | Ref: THW
MELS_331172_2 (Ws7)

÷

医皮肤性皮肤

$\begin{array}{c} \begin{array}{c} 1 \ 2 \end{array} \ \begin{array}{c} 1 \end{array} \end{array}$

$\frac{1}{3}$ $\frac{1}{2}$

$\frac{1}{3}$

计可靠性的

ţ.

ł

J.

医皮肤麻醉剂

Ĵ,

$(b)$ any decree, order or judgement of a competent court,

the Trustee is prevented, forbidden or hindered from doing or performing.

22.5 Advice to the Trustee

The Trustee may take and act upon:

• the opinion or advice of counsel or solicitors instructed by the Trustee in relation to the $(a)$ interpretation of this deed or another document (whether statutory or otherwise) or generally as to the administration of the Trust or another matter in connection with the Trust; and
• the opinion, advice, statements or information from any bankers, accountants, auditors, $(b)$ valuers, architects, engineers and other persons consulted by the Trustee who are in each case believed by the Trustee in good faith to be expert in relation to the matters upon which they are consulted.

and the Trustee is not liable for anything done, suffered or omitted by it in good faith in reliance upon that opinion, advice, statements or information.

22.6 Application to court

Nothing in this clause 22 prohibits or impedes the Trustee from applying to any court if the Trustee thinks fit.

22.7 Interests of the Trustee

The Trustee or an officer or employee or associate of the Trustee may:

• $(a)$ be a Holder,
• act in any capacity including without limitation as a representative, delegate or agent of $(b)$ the Trustee or a Holder:
• $\left(\circ\right)$ have an interest in or enter into a contract or transaction with:
• the Trustee or an associate of the Trustee; $(i)$
• $(ii)$ a Holder; or
• $(iii)$ another person, including one whose shares or other securities form Trust Property; or
• $(iv)$ hold or deal in or have another interest in Trust Property,

and may retain and is not required to account for a benefit derived by doing so.

22.8 Contribution from others

If a person makes a claim for contractual damages against the Trustee or a Holder, the Trustee or the Holder (as the case may be) may claim contribution or apportionment in respect of that loss or those damages from a person who has contributed to that loss or those damages.

22.9 Events beyond control of the Trustee

The Trustee is not liable for any delay or failure to perform its obligations under this deed to the extent that the delay or failure arises from an event or circumstance that is beyond the control of the Trustee and could not have been prevented, remedied or overcome by the exercise of reasonable care or the taking of reasonable precautions.

$\frac{1}{4}$

ł,

t

i.
Pr

Ĵ.

j
B

$\frac{1}{2}$

$\frac{1}{2}$

$\ddot{\cdot}$

计可靠性

$\frac{1}{3}$

Ŀ,

23. Trustee's fees

The Trustee is entitled to receive fees under any agreement with the Holders or another person in respect of its services in relation to the Trust.

24. Outgoings

All costs, charges, expenses and outgoings reasonably and properly incurred by the Trustee in connection with the following matters or of the following nature in relation to the Trust are payable or reimbursable out of Trust Property:

• $(a)$ preparation, approval, stamping, execution and printing of this deed and any deed amending this deed;
• $(b)$ retirement, removal and appointment of a Trustee;
• $(c)$ institution, prosecution, defence and compromise of any court proceedings, arbitration or dispute resolution proceedings in relation to this deed or the Trust (but the Trustee must repay to the Trust, and is not entitled to be reimbursed for, an amount of outgoings in connection with proceedings to the extent it is found by a court to be liable for its own negligence, fraud, breach of trust or breach of duty);
• convening and holding a meeting of Holders and implementing a resolution of the $(d)$ meeting.
• bank fees, interest, discount and acceptance fees for bill facilities, all borrowing costs and $(e)$ like amounts:
• $(f)$ Taxes.
• $\left( \mathbf{r} \right)$ any actual or proposed investment, acquisition, realisation, valuation, maintenance, alteration, improvement, enhancement, receipt, collection or distribution of the Trust Property;
• $($ n) fees payable to a person authorised by the Trustee to hold Trust Property;
• $\left($ establishing and maintaining the Register, the Trust accounting system and records and the investment register (including, without limitation, operation and development of computer facilities, both software and hardware, salaries and on costs);
• $(i)$ fees payable to a regulatory authority;
• $(h)$ preparing, printing and posting accounts, cheques and documents, or making payments, to Holders;
• $(1)$ any offer or invitation in respect of Units or Economic Units, including preparation, lodgement, registration, distribution and promotion of Trust prospectuses or information memoranda;
• $(n)$ amounts payable to administrators, advisers, agents, brokers, contractors, custodians, investment managers, statutory supervisors, underwriters or other persons engaged by the Trustee under this deed including legal costs on a full indemnity basis and including overheads and other costs payable to related companies for staff, equipment and leased premises;
• $(n)$ fees incurred by an auditor of the Trust;
• $\circ$ preparing and lodgement of Trust taxation or other returns;

Minter Ellison | Ref: THW
MELS_331172_2 (W97)

• $(p)$ termination of the Trust;
• $(q)$ entering the Trust in a survey:
• $(r)$ fees payable to a ratings organisation;
• performance of the Trustee's duties, exercise of the Trustee's rights or powers, compliance $(s)$ with the law or administration of the Trust:
• fees payable to a securities system authorised by the Trustee to hold Trust Property; $(t)$
• $(u)$ dealing with applications for and determining the Issue Price of Units; and
• $(v)$ an amount equal to any GST which the Trustee may be liable to pay in connection with any supply or other act or omission on the part of the Trustee in connection with the Trust except where and to the extent that the GST liability of the Trustee is already accounted for in the arrangements governing the relevant supply or act or omission.

$25.$ Recoveries

Each Holder is liable for all Taxes and costs in relation to that Holder's entitlement to, or payment of, income or capital to, or any act requested by, that Holder and for unpaid amounts and all expenses payable by them to the Trustee or Trust under this deed. The Trustee may (but is not obliged to):

• deduct reimbursable expenses from the Holder's Distributable Income in accordance with $(a)$ this deed:
• withhold payment of any money payable to a Holder until the liability is discharged; or $(b)$
• recover the amount payable by the Holder from any money or property held for, or $\left( c \right)$ distribution or other amount payable to, the Holder, including by redeeming or causing buy-back of Units of the Holders,

in order to meet the liability or to be reimbursed for a liability which it has already met.

26. Distributions

26.1 Cash distributions

The Trustee may at any time elect that any amount (capital or income) of the Trust be distributed to Holders pro rata to the number of Economic Units held in the Trust as at a time determined by the Trustee, provided that only eash is distributed.

26.2 Distribution of Distributable Income

Within two months after the end of each Trust Year, the Trustee must distribute any undistributed share of Distributable Income to which any Holder is entitled.

26.3 Holders' interest in Distributable Income

Each Holder is presently entitled as at the end of each Trust Year to a share of Distributable Income for that Trust Year, if any, which has not previously been distributed, in the proportion of the number of Economic Units held to the aggregate of all Economic Units then on issue on the Trust. Each Holder has a vested and indefensible interest in all amounts of Distributable Income to which that Holder becomes entitled in accordance with the operation of this clause.

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

$\frac{1}{2}$

$27.$ Payments

The obligations of the Trustee are fully discharged in respect of any money payable to a Holder that is deposited into an account with a bank or other financial institution nominated by the Holder and approved by the Trustee or, if the Trustee agrees, paid by cheque (which the Trustee must prepare) posted to the Holder, or (if the Trustee agrees) applied in another manner as the Holder directs the Trustee.

28. Accounts

Accounts for the Trust must be prepared in accordance with generally accepted Australian accounting principles and applicable accounting standards. The Trustee must keep the accounts of the Trust. The Trust's fiscal year ends on 30 June.

29. Auditor

The Trustee must appoint and may at any time replace as Trust auditor a registered company auditor, or a firm of chartered accountants of which at least one partner is a registered company auditor.

30. Meetings

$30.1$ Convening and conduct of Meetings

The Trustee may call a Meeting in the manner provided in Schedule 1 and the Meeting must be conducted in accordance with Schedule 1.

30.2 Written resolutions

A resolution is passed without a Meeting if all the Holders entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Holders if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Holder signs. The passage of the resolution satisfies any requirement under this deed or the law (if any) that the resolution be passed at a Meeting.

30.3 Postal Ballot

A Meeting may be conducted by postal ballot in accordance with those arrangements as the Trustee decides replicate as closely as may be practicable, the provisions of this deed with respect to Meetings.

31. . Trustee's retirement

31.1 Trustee may retire

Subject to the law, the Trustee may retire from the Trust by giving at least 1 months notice to the Holders.

31.2 Trustee must retire

Subject to the law, the Trustee must retire from the Trust immediately if:

• $_(a)$ a receiver is appointed in respect of all or any part of the Trustee's business or assets;
• $(b)$ the Trustee becomes insolvent or goes into liquidation; or

Minter Ellison | Rof: THW
MELS_331172_2 (W97)

$(c)$ Holders of Units at a Meeting pass a Extraordinary Resolution that the Trustee must retire.

31.3 Replacement Trustee

A retiring Trustee must within one month after giving notice or being required to retire, appoint a replacement Trustee, otherwise the Holders by Extraordinary Resolution may do so.

31.4 Retiring Trustee must transfer Trust Property and records

A retiring Trustee must transfer all Trust Property and records of the Trust to the new Trustee at the cost of the Trust.

31.5 New Trustee

The new Trustee must not be a Holder and cannot at any time after appointment become a Holder unless the new Trustee is a Special Trustee. This sub-clause cannot be modified or deleted.

32. Trustee's indemnity

To the extent permitted by law (and in no way limiting or purporting to exclude, or reduce liability under law in particular), on retirement or removal, the Trustee is entitled:

• $\left( \mu \right)$ to a complete release from all obligations in relation to the Trust which arise after its retirement or removal; and
• $(b)$ to be indemnified out of Trust Property against any claims arising out of its conduct as Trustee except claims in respect of neglect, default or breach of trust by the Trustee and without limiting liability of the Trustee to the Holders.

33. Liability of Holders

• The liability of a Holder in their capacity as such is limited to: $\left( n\right)$
• $(i)$ any liability to pay the amount (if any) of the Issue Price that is for the time being unpaid on the Units or Economic Units held by that Holder; and
• $(i)$ any liability expressly imposed on that Holder under this deed or under any separate agreement between that Holder and the Trustee,

a distribution or payment of capital does not create or increase any unpaid amount of the Issue Price of Units.

• $(b)$ Subject to clause 33.(a)(ii), a Holder need not:
• indemnify the Trustee if there is a deficiency in the Trust Property as compared $\left(\mathrm{j}\right)$ with the liabilities to be met from the Trust Property; or
• meet the claim of any creditor of the Trustee in respect of the Trust, $(ii)$

and recourse of the Trust and Trust creditors is limited to Trust Property.

34. No partnership or agency

Nothing contained or implied in this deed creates or constitutes, or is deemed to create or constitute, a partnership or agency relationship between the Trustee and a Holder.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 18

$\mathcal{A}=\mathcal{A}$ , where $\mathcal{A}=\mathcal{A}$ is a subset of the set of $\mathcal{A}$

计可靠型性

ij

35. Notices and other communications

35.1 Service of notices

A notice, demand, consent, approval or communication under this deed (Notice) must be:

• in writing, in English and signed by a person duly authorised by the sender; and $(a)$
• hand delivered or sent by prepaid post or facsimile to: $(b)$
• $(i)$ for the Trustee, the address for Notices specified in the Details, as varied by any Notice given by the Trustee; and
• $(i)$ for a Holder or joint Holders, the address of the Holder, or of the first named of joint Holders, shown in the Register.

35.2 Effective on receipt

A Notice given in accordance with clause 35.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

• $(a)$ if hand delivered, on delivery;
• $(b)$ if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside Australia);
• $\left( c\right)$ if sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

35.3 Joint Holders

A notice may be given by the Trustee to joint Holders by giving the notice to the joint Holder whose name appears first in the Register.

35.4 Persons deriving title

A person entitled to a Unit or Economic Unit by operation of law and who is not registered as the Holder of the Unit or Economic Unit is taken to receive any notice served in accordance with this clause on the person from whom it derives its title.

35.5 Document delivery

A Unit or Economic Unit certificate, cheque, warrant or other document may be delivered by the Trustee either personally or by sending it:

• in the case of a Holder who does not have a registered address in Australia, by prepaid $(a)$ airmail post, and
• $(b)$ in any other case, by prepaid ordinary post,

and is at the risk of the addressee as soon as it is given or posted.

35.6 Foreign Holders

A Holder whose registered address is not in Australia may specify in writing an address in Australia as the Holder's registered address for the purposes of this clause 35.

$\begin{array}{c} 1 \ 1 \ 2 \ 3 \end{array}$

Ĵ, $\frac{1}{2}$

$\frac{1}{2}$

İ

计可用 的复数医动脉的

ij

35.7 Certificate

A certificate in writing signed by a director, secretary or other officer of the Trustee that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.

35.8 Signature

The signature to a Notice given by the Trustee may be written or printed.

35.9 Service abroad

All Notices sent by post outside Australia must be sent by prepaid airmail post.

36. Amendments

36.1 Amendments by Trustee

The Trustee may by supplemental deed, modify, add to or delete from, this deed, but may not:

• $(a)$ if the modification, addition or deletion is likely to confer a benefit on the Trustee or any of the Trustee's related bodies corporate, officers or employees;
• $(b)$ if expressly prohibited from doing so under this deed; or
• if the modification, addition or deletion is likely to have a material adverse effect on the $(c)$ interests of Holders.

36.2 Extraordinary Resolution

The Trustee may make any amendment to this deed approved by Extraordinary Resolution.

Governing law 37.

This deed is governed by the law of Victoria.

$\vdots$

i i propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi propinsi pr

$\mathcal{L}(\mathcal{L})$ is a set of the set of the set of the set of $\mathcal{L}(\mathcal{L})$

t

$\begin{array}{c} 1 \ 1 \ 1 \ 2 \end{array}$

i
P

$\frac{1}{2}$

Schedule 1- Meetings of Holders

1. Notice

$1.1$ Calling of Meetings

• The Trustee may at any time call and arrange a Meeting. $(\mathbf{u})$
• The Trustee must call and arrange a Meeting at the written request of Holders with 10% of $(b)$ the issued Units.

$1.2$ Period of notice

The Trustee must give Holders 21 days notice of a Meeting or such lesser time as agreed to in writing by Holders of at least 95% of the Units on issue. In calculating the period of notice, both the day on which the notice is given (or taken to be given) and the day of the Meeting (of which notice is being given), are excluded.

$1.3$ Contents of notice

The notice of Meeting must specify:

• $\left( a\right)$ the place, date and time of the Meeting;
• $(b)$ the general nature of the business to be transacted; and
• for any Extraordinary Resolution proposed, the precise terms of the proposed resolution. $\left( c \right)$

A copy of the notice must be sent to the Trustee except if the Trustee calls and arranges the Meeting. $\bullet$ .

$1.4$ Omission to give notice

Accidental omission to give notice to, or the non-receipt of notice by, a Holder does not invalidate the Meeting nor any resolution passed at a Meeting.

$2.$ Proceedings at Meeting

$2.1$ Quorum

The quorum for a Meeting is 4 Holders present in person, by attorney or by proxy, or if a Holder is a corporation by proxy, by attorney or by duly authorised representative. Business cannot be transacted at a Meeting if a quorum of Holders is not present at the commencement of business.

$2.2$ No quorum

• Subject to clause 2.2(c) of this Schedule, if a quorum is not present within 30 minutes $(a)$ after the time appointed for a Meeting, the Meeting stands adjourned to the same time and place five Business Days after the appointed Meeting or at another place and time agreed by all Holders of Units present at the Meeting.
• At an adjourned Meeting, the Holders of Units present and entitled to vote whatever the (b) number of the Units held by them is a quorum for the transaction of business including the passing of Extraordinary Resolutions.

Minter Etilson | Ref: THW
MELS_331172_2 (W97)

$\ddot{\cdot}$

$\mathbb{I}$

医皮肤皮质

计计算机

If a Meeting is called and arranged at the request of Holders of Units and a quorum is not $\left($ c $\right)$ present within 30 minutes after the time appointed for the Meeting, the Meeting is dissolved.

23 Chairperson

• The chairperson of each Meeting is the chairperson (or in the chairperson's absence the $(a)$ deputy chairperson) of directors' meetings of the Trustee.
• $(b)$ Those of the Trustee's directors present may elect a chairperson of a Meeting, if:
• there is no chairperson or deputy chairperson of meetings of the Trustee's $\omega$ directors:
• $(ii)$ the chairperson and deputy chairperson of meetings of Trustee's directors do not want to act as chairperson of the Meeting; or
• $(iii)$ the chairperson of the Meeting is not present within 15 minutes after the time appointed for the Meeting.
• $(c)$ If a chairperson of a Meeting is not elected under clause 2.3(b), then:
• the Holders of Units may elect one of the Trustee's directors present as $(i)$ chairperson; or
• $(i)$ if a director of the Trustee is not present or does not want to take the chair, the Holders of Units may elect one of the Holders of Units present as chairperson.
• If there is a dispute at a Meeting about a question of procedure, the chairperson may $(d)$ determine the question.

$2.4$ Adjournment

• $\left( n\right)$ The chairperson of a Meeting may with the consent of a Meeting at which a quorum is present, adjourn the Meeting to another place and time.
• $(b)$ The chairperson of a Meeting must adjourn the Meeting to another place and time if directed by the Meeting so resolving on a poll.
• $\circ$ Only business that may lawfully have been transacted at the Meeting from which the adjournment took place, may be transacted at the adjourned Meeting.
• If a Meeting has been adjourned for more than 21 days, three days written notice of the $(d)$ adjourned Meeting must be given to the Holders. In calculating the period of notice, both the day on which the notice is served (or taken to be served) and the day of the adjourned Meeting (of which notice is being given) must be given to Holders.

2.5 Minutes

Minutes of a Meeting signed by the chairperson are conclusive evidence of the proceedings of the Meeting.

3. . . Voting

$3.1$ Show of hands

• A resolution put to the vote of a Meeting must be decided on a show of hands of Holders $(a)$ of Units except if a poll is demanded.
• If a poll is not demanded a declaration by the chairperson that a resolution has been $(b)$ carried (unanimously or by a particular majority) or lost is conclusive evidence of the fact

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

$12 - 07 - 05$ ; $19:22$

; 3 | 2 9 2 8 3 2 5 4 4

without proof of the number or proportion of the votes recorded in favour of or against the resolution.

$3.2$ Poll

$\left( a\right)$ A poll may only be demanded by:

• $\omega$ the chairperson; or
• in writing by one or more Holders of Units present in person, by proxy or by $(ii)$ suthorised representative and holding or representing 5% of the issued Units.
• A poll may only be demanded before or on the declaration of the result of the show of $(b)$ hands.
• If a poll is duly demanded it is to be taken in the manner the chairperson may direct and $(c)$ the result of the a poll is deemed to be the resolution of the Meeting at which the poll was demanded.

$3.3$ Conduct of poll

• $(a)$ A poll demanded on the election of a chairperson or on a question of adjournment must be taken at the Meeting without adjournment. A poll demanded on any other question may be taken either immediately or at another time (not being more than 30 days from the date of the Meeting) and place as the chairperson may direct. No notice need be given of a poll not taken immediately.
• The demand for a poll does not prevent the Meeting continuing for the transaction of $(b)$ business except the question on which the poll has been demanded.

$3.4$ Number of votes

• On a show of hands, each Holder of Units who is present in person, by attorney, by proxy $\left( a\right)$ or by authorised representative has one vote.
• On a poll, each Holder of Units who is present in person, by attorney, by proxy or by $(b)$ authorised representative has one vote for every Unit of which the Holder is the registered holder.
• A Holder of Units entitled to more than one vote need not use all its votes or cast all the $\left( c\right)$ votes it uses in the same way.

$3.5$ No casting vote

The chairperson does not have a casting vote in addition to the chairperson's votes as Holder of Units, proxy, attorney or authorised representative.

$3.6$ Joint holders

In the case of joint Holders of Units, the vote of the joint Holder of Units first named in the Register voting whether in person, by proxy or by authorised representative is accepted to the exclusion of the votes of the other joint Holders of Units.

$3.7$ Resolutions

Subject to this deed and any Extraordinary Resolution, a resolution of the Holders of Units is carried if a majority of the votes cast on the resolution of Holders of Units is in favour of the resolution.

$\frac{1}{2}$

$\frac{1}{2}$

$12 - 07 - 05$ ; $19:22$

; $31292832544$

Í.

ł,

f.

The second contracts

ł

k

$4¹$ Proxies

4.1 Number of proxies

A Holder who is entitled to vote at a Meeting of Holders may appoint not more than two proxies to attend and vote at the Meeting on the Holder's behalf.

$4.2$ Instrument appointing proxy

The instrument appointing a proxy must be in writing and executed as follows:

• if the appointor is a corporation, under its common seal or signed by a duly authorised $\left( a\right)$ officer or attorney of the corporation; or
• in any other case, signed by the appointor or the appointor's attorney duly authorised in $(b)$ writing.

4.3 Proxy need not be Holder

A person appointed to act as a proxy need not be a Holder.

4.4 Return of proxies

• An instrument appointing a proxy and the power of attorney or other authority (if any) $(a)$ under which it is signed or a cortified copy of the power or authority must be received at:
• the place specified by the Trustee in the notice of Meeting for the return of $\langle i \rangle$ proxies; or
• if a place is not specified for the return of proxies, at the registered office of the $(i)$ Trustee.
• $(b)$ Each instrument appointing a proxy must be received 48 hours before the time appointed for the Meeting or adjourned Meeting (or in the case of a poll before the time appointed for taking of the poll) at which the person named in the instrument proposes to vote. An instrument appointing a proxy received in default of this clause must be treated as invalid.
• An instrument appointing a proxy is only valid twelve months after the date it is $\left( c \right)$ execution.

4.5 Form of proxy

• An instrument appointing a proxy may be in the usual common form or another form $(a)$ approved by the Trustee.
• An instrument appointing a proxy is deemed to include the right to demand or join in $(b)$ demanding a poll.
• $\left( c\right)$ An instrument appointing of a proxy is also valid for any adjournment of the Meeting as for the Meeting to which it relates.
• An instrument appointing a proxy need not be witnessed. $(d)$

4.6 Validity of vote

Except where the Trustee has received at its registered office written notice of the matter before the start or resumption of the Meeting at which a proxy votes, a vote cast by a proxy is valid even if, before the proxy votes:

• $\left( a\right)$ the proxy's appointor dies;
• $(b)$ the proxy's appointor is mentally incapacitated;
• $\left( c\right)$ the instrument appointing the proxy is revoked;

Minter Ellison | Ref. THW
MEL5_331172_2 (W97)

• $\circ$ the authority under which the instrument appointing the proxy is revoked; or
• $(e)$ the Units in respect of which the proxy was given are transferred.

Extraordinary resolution $5.$

The following may only be done by Extraordinary Resolution:

• any modification or compromise or any arrangement in respect of Holders' rights against $(a)$ the Trustee; and
• any modification, alteration, cancellation, amendment or addition to this deed. $(b)$

6. Holders bound

A resolution passed at a Meeting duly convened and held in accordance with this Schedule binds each Holder whether the Holder was present at the Meeting and each Holder must give effect to the resolution.

Minter Ellison | Ref: THW
MEL5_331172_2 (W97)

Trust deed | page 25

Harrison

Signing page

EXECUTED as a deed.

Executed by Kolsen Pty Ltd ACN 111 384 $144$

←

Signature of sole director and sole company socretary

MAN HOUARD CARNEGLE
Name of sole director and sole company secretary
(print)

Executed by M&T Carnegie Pty Ltd by its
duly authorised officer Mark Howard
Carnegie

Signature of Mark Howard Carnegie

$\mathcal{F} \rightarrow \mathcal{F}$

who states that he or she is the sole director and the sole company secretary of the company.

Minder Cliffon Liber Tubbl

Third doubt ( polen 198

$\ddot{\phantom{a}}$ $\bar{z}$ $\frac{1}{1}$ 开手 S.

÷

; 61292832544

k,

þ. $\Big} \, ;$ $\frac{1}{2}$

在一定在时间时间时间

$\begin{array}{c} \n \hline \text{4} & 002 \ \n # & 31 \angle 31 \n \end{array}$

SCARLETT UNIT TRUST

Unit entitlements

Unit holder	Economic Unit entitlement	Unit Entitlement
Bayeux Investment Pty Limited	5%	5.68%
Takeda Pty Limited	5%	5.68%
Buka Minerals Limited	10%	4.55%
John Singleton Promotions Pty Limited	10%	11.36%
Tamorer Pty Limited	$5\%$	5.68%
M&T Carnegie Pty Limited	5%	5.68%
Avobone NV	10%	11.36%
Casthree Pty Limited	50%	50%

	Tamorer Pty Limited ACN 073 129 156
holder.	This is Annexure "C" of I page referred to in form 604 Notice of change of interests of substantial
CLOT

2020)

MEL5_348002_1 (W97)