DEED OF TRUST

between :-

SIPHO SHABANGU
(hereinafter referred to as “the Founder”)

and

DAVID ELLIS
(Identity No. 750615 5018 084)
SIPHO SHABANGU
(Identity No 630518 5231 087)
PRUDENCE BALOYI
(Identity number: 800312 0015 087)

(hereinafter collectively referred to as “the Trustees”)

PREAMBLE

A. It is the intention and desire of the Founder to create a Trust for the welfare of one or
more of the beneficiaries referred to in this Trust.

B. The Founder desires the said Trust to be established on the terms and condition more
fully set out hereunder.
1. DEFINITIONS

1.1 For the purposes of this deed, unless the context indicates otherwise :-

1.1.1 “the Trustees” means the first Trustee and/or those further persons
appointed as Trustees under this deed;

1.1.2 “the beneficiaries” means that person or those persons who may from
time to time be selected by the Trustees in their entire and absolute
discretion to be a beneficiary in respect of the income or capital or both
under the Trust, from among the members of the classes consisting of:

1.1.2.1 SIPHO SHABANGU;

1.1.2.2 DAVID ELLIS;

1.1.2.3 PRUDENCE BALOYI;

1.1.2.4 PRECIOUS SIBISI;

1.1.2.5 JACOB SWART;

1.2 “the company” includes a close corporation and a “share” in a company includes
a member’s interest in a close corporation and further shall mean a private,
public, public listed company incorporated in the Republic of South Africa or in
any other country in any part of the world;

1.3 “person” means natural persons, duly registered Trusts, juristic persons,
associations, foundations, funds, companies, partnerships, the state or any organ
of the state and close corporations;

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1.4 “the Trust” means the Trust created in terms of this deed;

1.5 “the Trust Property” means :-

1.5.1 the settlement referred to in clause 2 below;

1.5.2 any other moneys, property or assets which the Trustees, in their
capacities as such, may acquire by donation, inheritance, purchase,
investment, re-investment, loan, exchange or otherwise; and

1.5.3 the undistributed, accumulated or capitalised income or capital profits

or gains of the Trust as at the end of each financial year of the Trust;

1.6 “vesting date” means such date as the Trustees may at any time appoint to be
the vesting date;

1.7 “welfare”, besides the ordinary meaning of the word, also means the benefit,
comfort, maintenance, education (including tertiary education), advancement in
life and pleasures of the person concerned and shall include but not be limited to
the cost of living, travelling, vacations, medical, dental and similar services,
entertainment, tax, general care and provisions, insurance, accommodation,
motor vehicles, establishment in a business or a profession of the person
concerned and all matters and purposes which the Trustees, in their discretion,
consider to be in the interest or for the advantage of such person;

1.8 The words “capital” and “income” shall be given their widest meaning and shall
include assets of any kinds and the word “distribute” and/or “pay” and its
derivatives shall mean and include the words pay, deliver, use, benefit, makeover,
give, possess or transfer and their respective derivatives;

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 1.9 Any reference in this Trust to any Statutory or Legislative Act shall be a reference
to such Act in effect on the date of signature of this Trust, or to any amendment
or replacement of such Act; and

1.10 Words importing the masculine gender shall include the female gender, and the
singular shall include the plural and vice versa;

2. SETTLEMENT

The Founder irrevocably settles on the Trustees as the initial subject matter the sum of
R500-00 (five hundred rand) or assets to the value of R500-00 (five hundred rand) to be
held by them for the welfare and benefit of the Beneficiaries upon the terms set out in
this deed, which settlement the Trustees accept. The initial subject matter shall be
capable of being added to and increased from time to time.

3. THE TRUST

The name of the Trust is THE FRIENDS OF THE LION TRUST.

4. THE OBJECTIVES OF THE TRUST

The principal objectives are :-

4.1 to preserve, maintain and enhance the Trust Property; and

4.2 at the sole, absolute and unfettered discretion of the Trustees to distribute or pay
any income, capital profits or capital of the Trust, subject to the provisions hereof,
for the welfare of any beneficiary.

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5. TRUST ASSETS TO VEST IN THE TRUSTEES

5.1 Upon the Founder ceding or transferring any assets, investments or other
property to the Trustees, he/she shall be excluded from any right, title and
interest therein and the control thereof and all right, title and interest therein,
including every right of negotiation, shall vest in the Trustees in their fiduciary
capacities, subject to the undermentioned terms, provisions, conditions and Trust
instructions.

5.2 Howsoever or wherever the Trust Property may be held or registered, it shall be
held for the Trust and at no time shall the Trustees be deemed to acquire for
themselves or on their personal account and contingent and/or vested right or
interest in the Trust Property save insofar as any Trustee may be a beneficiary of
the Trust.

5.3 The Trustees undertake :-

5.3.1 to indicate clearly in their bookkeeping that the Trust Property or any
capital profits or income of the Trust is held by them in their capacities
as Trustees;

5.3.2 if applicable, to register Trust Property or keep the Trust Property

registered in such a manner to make it clear from the registration that
it is Trust Property;

5.3.3 to make any accounts or investments at a financial institution

identifiable as a trust account or trust investment pertaining to the
Trust;

5.3.4 in respect of any other trust asset to make such asset clearly
identifiable as Trust Property;

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 5.3.5 to open a separate banking account and to deposit all money which
they may receive as Trustees in their capacity as Trustees therein.

6. THE TRUSTEES

6.1 There shall at all times be not less than 3 (three) Trustees of the Trust. The first
Trustees accept their appointment as such.

6.2 If at any time there be fewer than 3 (three) Trustees in office the remaining
Trustee shall during such time act only to fill the vacancy in such office.

6.3 Subject to 6.2 above and 6.4 and 6.5 below, any vacancy in the office of the
Trustee shall be filled from time to time by such person as shall be nominated by
the Trustees remaining in office.

6.4 In the absence of the appointment of a Trustee in terms of the powers granted
under 6.3, the Beneficiaries, assisted by their guardian if necessary, shall be
empowered to appoint a Trustee to take the place of a deceased or retired
Trustee.

6.5 On the written acceptance of his/her appointment as a Trustee, a succeeding

Trustee shall be vested with all the powers and subject to all the duties of a
Trustee, as if he had been one of the first Trustees of the Trust.

6.6 The Trustees in office from time to time shall at all times have the right to
nominate and appoint such additional Trustee or Trustees as they may decide,
provided that their decision to do so shall be unanimous.

6.7 A Trustee need not be a South African citizen or be resident or domiciled in the
Republic of South Africa or be incorporated as a legal person in the Republic of
South Africa.

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 6.8 No Trustee shall have the power, on his own, to appropriate or dispose of any
Trust Property as he sees fit, for his own benefit or for the benefit of his estate,
nor shall he have or be competent to obtain such power directly or indirectly by
the exercise, whether with or without notice, of any power exercisable by him or
with his consent, nor shall he be party to any decision which directly affects the
distribution of capital to him or his estate, which decision may be taken by
unanimous consent by the other Trustees.

7. ALTERNATE TRUSTEES

7.1 A Trustee shall be entitled to appoint another person (approved by the other
Trustees in writing) to act as his alternate during his temporary absence or
temporary unavailability to act as Trustee. An alternate Trustee, while so acting,
shall have all the duties, functions and powers of the Trustee he represents.

7.2 In the event of all serving Trustees being so absent or incapable of performing
their duties , they are entitled by mutual power of attorney to nominate another
person or persons to temporarily act in their place and stead as Trustees of the
Trust.

8. TRUSTEE VACATING OFFICE

The office of any Trustee shall be vacated if such Trustee :-

8.1 resigns (which he shall be entitled to do) after giving written notice to the Master
of the High Court and the Trustees for the time being of the Trust;

8.2 becomes of unsound mind or incapable of managing his affairs as defined in the
Mental Health Act, Act 18 of 1973 as amended, or for any other reason becomes
incapable of acting as a Trustee or unfit so to act;

8.3 is sequestrated or liquidated (whichever is applicable);

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 8.4 he is declared a prodigal or placed under curatorship by any competent court;

8.5 is not authorised to act as such by the Master of the High Court;

8.6 is removed from office by Order of Court or the Master of the High Court; or

8.7 becomes disqualified in terms of the Companies Act in force from time to time,
to act as a director of a company.

9. POWER OF THE TRUSTEES

The Trustees shall have the power to deal with the Trust Property, capital and/or income
and/or capital profits or gains of the Trust for the benefit and purposes of the Trust, in their
discretion, for which purposes they are granted the widest powers and authority, including
and without prejudice to the generality of the aforegoing, the following specific powers and
authorities :-

9.1 to open and operate any banking account or facility and/or building society
account or facility, apply for any credit or debit cards and to draw and issue
cheques and to receive cheques, deposits, promissory notes and/or bills of
exchange, and attend to any of the latter by electronic, telephonic or internet
means;

9.2 to acquire, dispose of, invest in, let or hire, exchange, barter, movable, immovable
or incorporeal property and to sign and execute all requisite documents and to
do all things necessary for the purposes of effecting and registering, if needs be,
the transfer according to law of any such property. In exercising any powers of
sale, whether conferred in this sub-clause or otherwise, they shall be entitled to
cause such sale to be effected by public auction or by private treaty and in such
manner and on such terms and conditions as they in their sole and absolute
discretion may deem fit and in exercising any powers of lease they shall be

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 entitled to cause any property to be let at such rental, for such period and on such
terms and conditions as they, in their sole and absolute discretion may deem fit;

9.3 to invest in shares, stocks, debentures, debenture stock, unit trusts, warrants,
options, bonds, gilts, securities, promissory notes, bills of exchange and other
negotiable instruments. In the event of a company or a unit trust scheme
prohibiting in terms of its articles or regulations, the transfer of shares or units
into the names of the Trustees as such, the shares or units shall be registered in
their personal names or in the names of their representatives and shall be held
as nominees on behalf of the Trust;

9.4 to retain and allow the Trust Property or any part or parts thereof to remain in
the present state of investment thereof for so long as they think fit;

9.5 to lend money on such terms and at such interest, and to such persons (including
beneficiaries and any Trustee of the Trust, or any director or shareholder of any
company in which the Trust, any Trustee or Beneficiary is interested, directly or
indirectly or to companies in which the Trustees in their representative capacities
or any Beneficiary, holds shares, directly or indirectly) as the Trustees may
determine, and with or without security as the Trustees may determine;

9.6 to dispose of and otherwise vary any investment;

9.7 in their sole and absolute discretion, to borrow money for the purposes of
discharging any liability of the Trust and/or for the purpose of paying income tax
and/or for the purpose of making payment of capital and/or income, and/or
capital profit or gains to any Beneficiary and/or for the purpose of making a loan
to any Beneficiary and/or for the purpose of making an investment and/or for the
purposes of preserving any asset or investment of the Trust and/or for the
purposes of conducting any type of business or in order to provide any type of
services on behalf of the Trust and/or any other purpose deemed necessary or
desirable by the Trustees, at such time or times, at such rate of interest or other

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 consideration for any such loan and upon such terms and conditions as they may
deem desirable. Such borrowings may be made from any suitable person or
persons and, should they consider it advisable to do so, the Trustees may secure
the payment of any such loan by pledging or mortgaging the Trust Property or
any part thereof or by any other security device. Any such loan or loans may be
extended, renewed or repaid from time to time as the Trustees may deem to be
in the best interest of the Trust;

9.8 obtain and utilise in name of the Trust, membership in and any credit facilities
from any agricultural or other society and for this purpose to pledge the Trust
Property or any part thereof by way of pledge, hypothec or mortgage as security;

9.9 the Trustees shall be entitled to make donations for charitable, ecclesiastical,
educational or other like purposes either from the income, capital profits or gains
or the capital of the Trust;

9.10 to mortgage, pledge, hypothecate or otherwise encumber any property, asset,

income or capital, or capital profits or gains forming part of the Trust Property
and to execute any act or deed relating to alienation, partition, exchange,
transfer, mortgage, hypothecation or otherwise, in any deeds registry, mining
titles office or other public office dealing with servitudes, usufructs, limited
interest and otherwise; and to make any applications, grant consent, and agree
to any amendments, variations, cancellations, cessions, releases, reductions,
substitutions or otherwise generally relating to any deed, bond, or document for
any purpose and generally to do or cause to be done any act whatsoever in any
such office;

9.11 to improve, alter, repair and maintain and movable and immovable property of
the Trust and further to improve and develop immovable property by erecting
buildings thereon or otherwise, to expend the capital or income or capital profits
of the Trust upon preservation, maintenance and upkeep of such property or

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 buildings, to demolish such buildings or effect such improvements thereto as they
may consider fit;

9.12 to sue for, recover and receive all debts or sums of money, goods, effects and
things, which are due, owing, payable or belong to the Trust;

9.13 to allow for payment of debts due to them and grant credit in respect of the whole
or any part of the purchase price arising on the sale of any assets constituting
portion of the Trust Property, in either case with or without security and with or
without interest, as they may think fit;

9.14 to defend, oppose, compromise or submit to arbitration all accounts, debts,

claims, demands, disputes, legal proceedings and matters which may subsist or
arise between the Trust and any person;

9.15 to attend all meetings of creditors of any person indebted to the Trust whether
in sequestration, liquidation, judicial management or otherwise, and to vote for
the election of a Trustee and/or liquidator and/or judicial manager and to vote
on all questions submitted to any such meetings of creditors and generally to
exercise all rights of or accorded to a creditor;

9.16 to exercise the voting power attached to any share, stock, stock debenture,
interest, unit or any company in which the share, stock, stock debenture, security,
interest or unit is held, in such manner as they may deem fit, and to take such
steps or enter into such agreement with other persons as they may deem fit, for
the purposes of amalgamation, merger of, compromise in, any company in which
the shares, stock, debenture, interest, or unit are held;

9.17 to subscribe to the memorandum of incorporation and apply for shares in any
company and to apply for the registration of any company;

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9.18 to determine whether any surplus on the realisation of any asset or the receipt of
any dividends, distribution or bonus or capitalisation shares by the Trust be
regarded as income or capital of the Trust;

9.19 to appoint or cause to be appointed or to remove any one or more of themselves

or their nominees as directors or officers of any company whose share from
portion of the Trust Property, with the right to receive and retain remuneration
for their services as directors and other officers;

9.20 to exercise and take up and realise any rights of conversion or subscription
attaching, or appertaining to any share, stock interest, debenture or unit forming
part of the Trust Property;

9.21 to guarantee the obligations of any person, to enter into indemnities and to bind
the Trust as surety for, and/or co-principal debtor in solidum with any person
and/or company in respect of any debt or obligation of that person and/or
company, whether for consideration or gratuitously on such terms as they
consider fit, including the renunciation of the benefits of excussion and division.
The Trustees shall be entitled in respect of any obligations or liabilities so
assumed by them to pledge, mortgage, cede in security or otherwise encumber
all or any of the Trust Property in such manner and subject to such terms and
conditions as they shall deem fit as collateral for such obligations;

9.22 to give receipt, releases or other effectual discharges for any sum of money or
thing recovered or received;

9.23 to engage the services of professional practitioners, agent, independent

contractors and tradesmen for the performance of work and rendering of services
necessary or incidental to the affairs or property of the Trust;

9.24 to enter into partnership, joint venture, conduct of business or other associations
with any other person, firm, company or trust for the doing or performance of

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 any transaction or series of transactions within the powers of the Trustees in
terms hereof , and/or to acquire and/or hold any assets in co-ownership or
partnership with any persons;

9.25 to determine whether any sums disbursed are on account of capital or income or
capital profits or gains or partly on account of one and partly on account of the
others and what proportions, and the decision of the Trustees whether made in
writing or implied from their acts shall be conclusive and binding upon all the
Beneficiaries;

9.26 to effect an assurance policy on the life of the Founder, a Trustee and/or a
Beneficiary, to effect a short term insurance policy, or to take cession of such
policy and to pay the premiums for such policy out of the income, capital profits
or gains or capital of the Trust. To continue any such policy and/or to surrender,
redeem, dispose of, encumber and borrow against any such policy as they in their
discretion deem fit. If during the currency of the Trust a person so assured should
die while the assurance policy on his life is still in operation, the proceeds of such
policy shall form part of the Trust Property;

9.27 to contract on behalf of the Trust and to ratify, adopt or reject contracts made on
behalf or for the benefit of the Trust, either before or after its creation;

9.28 to employ and pay out of the Trust any other person or other persons to do any
act or acts, although the Trustee or any of them could have done any such act or
acts;

9.29 to conduct or carry on any business or the provision of any type of services on
behalf of and for the benefit of the Trust, and to employ the Trust Property and
income or any capital gain or profit, in the conduct of any such business;

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9.30 to hold the whole or any part of the Trust Property in the name of the Trust, or in
their names, or in the names of any other persons nominated by them for that
purpose;

9.31 to consent to any re-organisation, arrangement or reconstruction of any

company, the securities of which form, from time to time, the whole or any part
of the Trust Property and to consent to any reduction of capital or other dealings
with such securities as they may consider advantageous or desirable;

9.32 to incorporate any company, or establish a Trust in any place in the world at the
expense of the Trust with limited or unlimited liability for the purpose of inter
alia, acquiring the whole or any part of the assets of the Trust. The consideration
on the sale of the assets of the Trust, or any part thereof, to any company
incorporated pursuant to this sub-clause, may consist of wholly or partly paid
debentures or debenture stock or other securities of the company, and may be
credited as fully paid and may be allotted to or otherwise vested in the Trustee
and be capital moneys in the hands of the Trustees;

9.33 in the event of the Trustees obtaining the necessary authority, to hold the Trust
Property or any part thereof in or to transfer the administration and management
of the Trust Property or any part thereof to any country in the world;

9.34 the Trustees shall have the right in their sole discretion to allow any Beneficiary,
or their parent and/or their guardians and/or the Founder and/or his/her spouse,
free of charge, to occupy or use any immovable or movable property forming part
of the Trust;

9.35 to pay out of the income, capital profits or, at their discretion, out of the capital
or the Trust Property all rates, taxes, duties and other impositions lawfully levied
or imposed on the Trust Property or income or capital gains or profits of the Trust
or any part thereof or on any Beneficiary hereunder on account of his interest in

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 the Trust hereby created or which may be imposed on the Trustees in respect of
matters arising out of the Trust;

9.36 to pay out of the income, capital profits or out of the Trust Property all and/or
any expenses (including legal fees) incurred in the administration of the Trust or
any expenditure incurred pertaining to any activity undertaken by the Trust, or
on behalf of any Trustee or Beneficiary;

9.37 to accept and acquire for the purposes of the Trust any gifts, bequests, grants,
donations or inheritance from any person or estate, or payments from any
person, firm, company or association that may be given, bequeathed or paid to
them as an addition or with the intention to add to add to the funds hereby
donated to them. Any additions so accepted and acquired shall be deemed to
form part of the Trust Property to be administered and dealt with subject to the
terms of this deed;

9.38 to be entitled to treat as income, or capital gains or profits any periodic receipts
although received from wasting assets, and shall not be required to make
provisions for the amortisation of same. They shall also be entitled to determine
in such manner as they may consider fit what shall be treated as income and what
shall be treated as capital gains or profits in respect of any liquidation, dividend
or return of capital in the case of companies whose shares are being held as
portion of the Trust Property by the Trustees; and generally to decide any
question which may arise as to how much constitutes capital profits or gains and
how much constitutes income by apportioning in such manner as they may
consider fit;

9.39 to do all and any of the above things and to exercise all and any of the above
rights and powers in the Republic of South Africa or in any other part of the world.

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10. ADMINISTRATION OF THE TRUST

Subject to their giving effect to the terms of this deed, the Trustees shall, in administering
the Trust, adopt such procedures and take such administrative steps as they shall from
time to time deem necessary or desirable.

11. MEETING OF THE TRUSTEES

11.1 The Trustees may meet together for the dispatch of business, adjourn and
otherwise regulate their meeting as they think fit. Any Trustees shall be entitled
on reasonable written notice to the other Trustees to summon a meeting of the
Trustees. All Trustees for the time being in the Republic of South Africa shall be
given reasonable notice of any meeting of the Trustees.

11.2 The meetings may be held either by the quorum of Trustees being physically
present as stipulated in clause 11.4 below, or by the quorum of Trustees
interacting by way of any means of electronic communication or such other
advanced means of communication as decided by the Trustees which shall
include but not be limited to radio, telephone, closed circuit television or other
electronic means of audio/visual communication. The meeting shall be deemed
to be held on the day on which and at the time at which the meeting in the
manner prescribed in terms of the clause was held. In the event that a meeting
is held where the physical presence of the Trustees are required, the venue of
such meeting shall be decided upon by the Trustees.

11.3 At or for each meeting of the Trustees, the Trustees present, in person or by
alternate, shall elect a chairperson. Each Trustee shall have one vote.

11.4 Subject to 6.2 above, the quorum necessary at any such meeting shall be 2 (two)
Trustees, save that in the event there are only 2 (two) Trustees nominated to the
board of the Trust both their presence such be necessary to constitute a quorum.

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 11.5 If there is no quorum, the Trustees may adjourn the meeting for 24 (twenty four)
hours or longer and at the continuation of the said adjourned meeting those
Trustees who are present shall form a quorum provided that the absent Trustees
have received reasonable notice of the adjournment and continuation of the
meeting.

11.6 The Trustees themselves shall determine policy and procedures to be followed at
the meetings.

11.7 The Trustees shall keep minutes of all meeting of the Trustees concerning the
affairs of the Trust.

11.8 The Trustees shall meet at least once a year and shall decide upon the use and/or
allocations of income or any capital profits earned by the Trust.

11.9 Any Trustees shall be entitled in writing to appoint any other persons (including
one of the other Trustees) to act and vote on his behalf at all or any specified
meetings of the Trustees.

11.10 A written resolution signed by all the Trustees for the time being, or their
respective alternates, shall be effective as a resolution taken at a meeting of the
Trustees.

12. EXECUTION OF DOCUMENTS

All negotiable instruments, contracts, deeds and other documents which require to be
signed on behalf of the Trust shall be signed in such a manner as the Trustees shall from
time to time determine; provided that all such negotiable instruments, contracts, deeds
and other documents shall be signed by SIPHO SHABANGU or his alternate, should he be
a Trustee at the time.

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13. DISAGREEMENT BETWEEN THE TRUSTEES

13.1 Unless otherwise provided for in this deed, in the event of any disagreement
arising between the Trustees at any time, the view of the majority shall prevail
and be of the same force and effect as if it were a unanimous decision of all the
Trustees. Should there be an equality of votes, the chairperson shall not have a
second or casting vote.

13.2 In the event that there are only 2 (two) Trustees nominated to the board of the
Trust, all decisions to be taken by them, to be effective must be by unanimous
consent, in the event that they do not unanimously agree upon any issue, event,
resolution or motion then such failure to unanimously reach agreement on any
such issue, then such dispute, disagreement or deadlock shall be resolved as set
out below.

13.3 Any deadlock which may arise between the Trustees shall be submitted to a
referee who shall be an advocate and who, failing agreement between the
Trustees on the appointment within 10 (ten) days after the deadlock will have
arisen, shall be nominated by the chairman of the Bar Council where the majority
of the Trustees may be resident. Any Trustee shall be entitled to appear
personally or by a single agent, duly appointed, but without any legal or
professional assistance before the referee, and the proceedings shall be
conducted as informally as possible. The referee in his discretion shall determine
the procedure to be followed and is empowered to make an award in regard to
his costs and any other costs incurred in the proceedings, including an order that
some or all of the costs be paid out of the Trust property or income. The
provisions of the Arbitration Act, 1965, or any statute which replaces it, shall not
apply. The decision of the referee shall be final and binding on the Trustees and
no Trustee or beneficiary shall make such decision the subject of any legal
proceedings.

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14. TRUST ACCOUNTS

The Trustees shall cause to be kept complete and accurate records of all receipts,
expenditure, assets and liabilities of the Trust. Promptly after the last day of FEBRUARY
(or as at such other date as the Trustees shall from time to time determine) in each year,
the Trustees shall cause to be prepared (in accordance with generally accepted
accounting principles) financial statements for such period consisting of a balance sheet,
a statement of income, capital profits and or gains and expenditure and a statement of
the Trust Property and liabilities at
the close of such period. The Trustees shall have the right (but shall not be obliged) from
time to time to appoint a practicing Chartered Accountant (SA) to act as the auditor of the
Trust, who shall report on the financial statements in the customary manner.

15. REMUNERATION

The Trustees may from time to time determine a reasonable remuneration which shall be
paid to them for the administration of the Trust.

16. PROFESSIONAL FEES AND BROKERAGE

Any Trustee engaged in any profession shall be entitled to charge for services rendered
to the Trust at a rate to which he or his firm would have been entitled in the ordinary
course of his profession or business.

17. REIMBURSEMENT OF EXPENSES

All bona fide costs and expenses incurred by the Trustees in the administration of the
Trust or the exercise of the powers conferred upon them, shall be paid by the Trustees
out if the Trust income and/or Trust Property as decided by the Trustees.

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18. DELEGATION OF POWERS

The Trustees shall at all times be empowered to employ an attorney, accountant,

independent contractor, or agent (including a committee) to transact all or any business
required or permitted to be done in pursuance of this Trust and to effect payment out of
the Trust Property or the income of the Trust of all charges and expenses so incurred.

19. LIMITATION OF THE TRUSTEES’ LIABILITY

Subject to the provisions of The Trust Property Control Act :-

19.1 each Trustee is absolved from all responsibility in the event of the bona fide
exercise of his powers resulting in any loss of Trust Property or capital, capital
profit or income from time to time under administration;

19.2 no Trustee shall be answerable for any act, omission, negligence, fraud or
improper investment of any Trustee or of any attorney, accountant, independent
contractor or agent employed by the Trustees, except for his/her own personal
and wilful fraud or dishonesty;

19.3 if the Trustees should bona fide make any payment to any person assumed by
them to be thereto entitled hereunder, and it is subsequently found that some
other person or persons is or are entitled thereto under this deed, the Trustees
shall nevertheless not be responsible for the moneys so paid;

19.4 a Trustee shall not be liable for any act of dishonesty committed by another
Trustee unless he was privy thereto and a Trustee shall not be bound to take any
proceedings against a co-Trustee for any breach or alleged breach of Trust
committed by such co-Trustee; and

19.5 the Trustees shall be indemnified out of and by the Trust against all claims and
demands that may be made upon them arising out of the bona fide exercise of

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 any of the powers conferred under this deed, subject, however, to the provisions
of Section 9 of the Trust Property Control Act 57 of 1988.

20. DISTRIBUTION

20.1 Pending the distribution of the Trust Property as hereinafter provided, none of
the income, capital gains or capital profits of the Trust shall be deemed to be
attributable to the share or the prospective or contingent share of any
Beneficiary, save that the Trustees in their absolute, sole and unfettered
discretion may distribute any income, capital gains or capital profits to any
Beneficiary without maintaining equality as between the Beneficiaries, and
further to utilise such income or capital profits to pay or apply from time to time
in such apportions as the Trustees may, in their sole and absolute discretion,
consider desirable for the welfare of all or any one or more of the Beneficiaries,
without any obligation to maintain equality as between the Beneficiaries. The
Trustees shall be entitled to accumulate the whole or any part of such income or
capital profits for any period they shall think fit and either retain the same
uninvested (without responsibility for any loss) or invest the same in any of the
securities or investments hereinbefore authorised.

20.2 The Trustees shall use, pay, distribute or apply the whole or portions of the Trust
Property, in such proportions and at such time or times as they in their sole,
absolute and unfettered discretion determine, for the benefit of or at all or any
one or more of the Beneficiaries, without the necessity to maintain equality
between the Beneficiaries; provided that, without the unanimous consent of all
the Trustees for the time being, capital distributions shall not be made to a
Beneficiary who is also a Trustee.

20.3 Further to and subject to clause 20.1 and 20.2 above, any capital profits or gains
in regards to the Trust Property, assets or capital of the Trust, the Trustees shall
in their sole, absolute and unfettered discretion determine whether any
distribution which represents the payment or distribution of any capital profit or

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 gain arising on the disposal of the Trust Property, asset or capital of the Trust,
constitutes the vesting of an interest in the capital gain or profit in respect of that
disposal for purposes of para 80(2) of the Eight Schedule to the Income Tax Act
58 of 1962 irrespective of whether the amount actually distributed is lower or
higher than the amount of the capital gain determined in respect of that disposal
in terms of the Eighth Schedule to the Act.

20.4 In the event of all the Trust Property, income and/or capital of the Trust having
already been used, paid or applied, the Trustees shall terminate the Trust upon
the written agreement of the then Trustees and Beneficiaries of the Trust, and
effect final distribution in terms of 20.1, 20.2 and 20.3 above. Should perchance,
any of the remaining Beneficiaries die prior to the date of vesting of the Trust
Property, their share shall be paid to his/her issue by representation per stirpes
in equal shares (if however, such issue has not attained the age of 25 (twenty five)
years the Beneficiary’s share shall be held over until such issue attains the said 25
(twenty five) years). If any Beneficiary shall die before attaining a vested interest
hereunder without leaving issue then the share of the Trust Property which would
have gone to such Beneficiary shall devolve upon the remaining Beneficiaries in
equal shares or their issue by representation per stirpes. Should, perchance, all
the Beneficiaries be deceased and there be income or capital of the Trust or any
Trust Property on hand, the Trustees shall, in order to terminate the Trust, pay or
deliver such income or capital to or on behalf of the heir or heirs (testate and/or
intestate, as determined by the Trustees, having regard to the respective financial
circumstances of such heirs) of one, some or all of the Beneficiaries, in such
proportions as the Trustees in their discretion determine.

21. PAYMENT OF BENEFITS

21.1 Any benefit payable or distributed to a Beneficiary, whether before or after such
benefit or distribution vests in a Beneficiary, may be wholly or partly paid to such
Beneficiary personally, applied for the benefit of such Beneficiary or invested on
behalf of such Beneficiary in any one or more investments, or held under the

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 control of the Trustees as the Trustees consider appropriate. Any such payment,
distribution or investment may be affected wholly or partly in cash or by the
delivery of assets.

21.2 In making a distribution or payment at any time to any Beneficiary of any portion
of the Trust Property, income or capital profit or gain in terms of this deed, the
Trustees shall be entitled to make any such distribution or payment either in cash
or in specie or partly in cash and partly in specie. The Trustee may in their sole
and absolute discretion grant the use of any Trust Property to any Beneficiary
with or without consideration therefore. The Trustees’ valuation of any asset
distributed by them in specie in terms hereof shall be final and binding on all the
interested parties. For the purpose of this clause the word “specie” shall be
deemed to include any capital asset at the time held as portion of the Trust
Property which is in a form other than cash money.

21.3 If any Beneficiary shall be a minor, the Trustees shall not be obliged to pay any
income or capital profits or gains of the Trust, or any Trust Property, to which
such Beneficiary may be entitled, into the Guardian’s Fund, but the Trustees may
either retain such amount and deal with them as part of the Trust Property during
the minority of such Beneficiary, or they shall be entitled to pay over such
amounts either to such minor beneficiary or his parents or guardians as they in
their sole and absolute discretion think fit, and the receipt of such parent or
guardian shall constitute a complete discharge to the Trustees of all their
obligation to the minor beneficiary in regard to the amounts so paid over.

21.4 Notwithstanding anything to the contrary contained in this deed, unborn children
shall not be recognised as giving any right under this deed or to the Trust Property
or any part of the Trust Property and the Trustees shall not be required to take
any account of unborn children in their administration of the Trust or any decision
affecting the Trust including any decision to terminate the Trust.

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22. BENEFITS OF THE TRUST EXCLUSIVE TO THE BENEFICIARY

Any benefit to which any Beneficiary shall become entitled (and any asset acquired by
virtue thereof and the income and fruits of such benefit and assets) shall be and remain
the sole property of the Beneficiary concerned and shall not fall into any community of
property nor be subject to any marital power or right of administration of the spouse of
such Beneficiary or any other person, nor be taken into account for any accrual, or any
claim by a life partner or common law husband or wife.

23. ENCUMBRANCE OR DISPOSAL OF BENEFITS

23.1 No Beneficiary shall be entitled to any benefits, rights, awards or any hope of or
claim or entitlement to any income or capital profits or gains of the Trust or Trust
Property , until any such benefit, right, award or hope vests in a Beneficiary.
Nothing herein contained shall create or confer upon any Beneficiary any right or
claim to any benefit or award or delivery of any assets hereunder.

23.2 No rights or hopes of the Beneficiaries under this Trust and no part thereof shall
be attachable by any creditor of any Beneficiary or vest in his Trustee in insolvency
and if prior to any payment or award being made to any Beneficiary, he shall have
committed or suffered any act, default or process of law, whereby such rights or
hopes or any part thereof would, but for the provisions of this clause, become
vested in or payable to any other party or parties or if any Beneficiary shall be
declared insolvent or assign his estate in favour of his creditors or if an
attachment is made or execution is levied on or against the rights or hopes of any
Beneficiary or any part thereof then and in any or all of such cases such hopes
and rights of the Beneficiary concerned under this Trust shall immediately and
entirely thenceforth cease and those rights and hopes shall thereupon and
subject to the provisions below, vest in the Trustees to be dealt with by them,
subject to the conditions of paragraph 23.2.1 and 23.2.2, namely :-

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 23.2.1 no Beneficiary shall be obliged to repay to the Trust any amounts
previously paid or advanced to him by the Trust;

23.2.2 the Trustees shall be entitled, in their discretion, to continue to hold

in this Trust for the lifetime of the Beneficiary concerned (or such
lesser period as they may decide on) the share or part of the share of
the Trust Property to which he would, but for the provisions of this
clause 23, have been or became entitled and to pay, or without
detracting from the other powers conferred on them and subject to
such conditions as they may decide to impose, to advance to or apply
for the benefit of him or his brothers and sisters, his spouse,
descendents or dependents for his or their maintenance, such
portion of the amount so held by them or of the income accruing
there from as they in their discretion shall deem fit, and in the case
of a Trust;

23.2.3 if the Trustees do continue to hold the said share of the Trust capital
in Trust as aforesaid then, notwithstanding that the rights and hopes
of the Beneficiary shall have ceased and determined and
notwithstanding anything to the contrary herein contained, such
rights and hopes shall, on the Beneficiary’s death, devolve upon the
parties entitled thereto by substitution determined as at the date of
the Beneficiary’s actual death.

23.3 No Beneficiary shall be entitled to anticipate any benefits conferred by the virtue
of this Trust or any rights accruing thereunder, nor shall a beneficiary be entitled
to cede, assign or pledge the same.

23.4 The Trustees shall be entitled to refuse to recognise and to treat as null and void
any cession, assignment or pledge of the rights or hopes of any beneficiary
hereunder. The Trustees may refuse to make any payment otherwise than direct

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 to or on behalf of or for the benefit of the person entitled thereto under this Trust
deed.

24. DIVISION INTO SUB-TRUSTS

24.1 The Trustees shall have power in their absolute discretion, both generally and
specifically in the exercise of their powers under clauses 20, 21 and 23 above, to
create a sub-Trust of this Trust for the benefit of any Beneficiary or group of
Beneficiaries, with the same Trustees as this Trust may then have or such other
Trustees, and the Trust deed establishing the sub-Trust shall contain substantially
the same terms mutatis mutandis of this Trust, and to which the Trustees may
allocate the whole or such portion of the Trust Property, capital profit, gain
and/or income as they in their absolute discretion may think fit.

24.2 The Trustees of this Trust will be relieved of any further responsibility of any part
of the Trust Property which is transferred to such further Trust created in terms
of the provisions of clause 24.1 or clause 24.4.

24.3 If a Beneficiary repudiates any benefits which have or may accrue to him in terms
of this Trust, the Trustees shall have the power, in their sole discretion, to
substitute his descendents for him, and the Trustees are further empowered to
create a further Trust or Trust for such substituted Beneficiaries in accordance
with the applicable provisions of clause 24.1.

24.4 Notwithstanding anything in this Trust, if the Trustees in their sole and absolute
discretion deem it in the interests of a Beneficiary or Beneficiaries , then instead
of distributing the capital profit and/or any income, accumulated income of the
Trust Property or termination of the Trust to the Beneficiary or Beneficiaries, such
Beneficiary’s share shall be put in a Trust (whether a pre-existing Trust, or a Trust
created in terms of the provisions of clause 24.1) in which the Beneficiary is
beneficially interested, or into a Corporation/Company in which the Beneficiary

26
is beneficially interested. A Beneficiary shall be deemed to be beneficially
interested :-

24.4.1 in a Trust (which shall mean and include any Trust created by any
Deed of Trust, Settlement, Declaration of Trust, Will, Codicil, or other
Instrument in any part of the world) if any capital, capital gain or
profit or income comprised in that Trust is or may become liable to
be transferred, paid, applied or appointed to him or for his benefit
either pursuant to the terms of the Trust or in consequence of the
exercise of any power or discretion thereby conferred upon any
person; or

24.4.2 in a Corporation (which shall mean and include any corporation,

company, establishment, partnership, firm or other entity
established or incorporated or registered or carrying on business
anywhere in the world) if the capital, capital profit or gains or income
of the Corporation is or may become transferred, paid, applied or
appointed to him or for his benefit either directly or indirectly and
whether by reasons of his shareholding or the terms of any Trust
which is the shareholder or in consequence of the exercise of any
power or discretion conferred upon any person under any Trust
which is a shareholder or otherwise howsoever.

It is expressly provided in respect of any income, capital gains or profits or capital

paid to a Trust or Corporation in terms of this clause that the Beneficiary
concerned shall have no rights in respect of the income, capital gain or capital
profits or capital so paid to the Trust or Corporation other than his interest as
Beneficiary or shareholder of such Trust or Corporation.

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25. TRUSTEES’ INTEREST IN CONTRACTS

25.1 No Trustees shall be disqualified by his office from contracting with the Trust or
any company or firm in which the Trust is interested nor shall any contract
entered into by the Trust or any such company or firm be invalidated or voided
by reason of such interest nor shall any Trustee so contracting or being so
interested or acquiring any benefit under any contract entered into with the Trust
or any such company or firm be liable to account to the Trust for any profits or
benefits realised by or under such contract by reason of his holding only that
office; provided that he shall have disclosed to the other Trustees the nature of
his interest before making of the contract if it shall not already have been known
to them.

25.2 The exercise of any of the powers, authorities or discretions conferred upon the
Trustees shall not be affected or prejudiced by reason of the fact that any of them
may be interested or concerned, directly or indirectly in any company in any
manner whatsoever, nor shall any Trustee be liable because of the fiduciary
relationship hereby established or here out arising, to account for any benefit
direct or indirect, derived by or accruing to him by reason of any such interest or
concern nor shall any act, contract or dealing of the Trustee be, because of any
benefit, direct or indirect, derived by or accruing to any such Trustee, viodable or
void, the intent of this provision being to dispense in respect of the Trustees or
any of them with all the consequences arising from fiduciary relationship in which
they or any of them by reason of their appointment hereunder stand in or toward
any such company in which they may be interested or concerned, directly or
indirectly, save that in exercising any of the powers, authorities or discretions
conferred upon the Trustees in terms of this deed, the Trustees shall disclose to
the other Trustees any personal interest they have in such dealings with this Trust
if it shall not already have been known to the other Trustees.

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26. TRUSTEES’ DISCRETION

The discretionary powers vested in the Trustees in terms of this deed shall be complete,
exclusive and absolute and any decision made by them pursuant to any such discretionary
powers shall be binding and
unchallenged by any Beneficiary affected thereby or by any other person.

27. EXEMPTION FROM SECURITY

The Trustees for the time being of the Trust, whether originally or subsequently
appointed, shall not be required to furnish security to the Master of the High Court of
South Africa or any other official under The Trust Property Control Act 57 of 1988 or any
other legislation which may now be or which may hereafter become of force and effect,
for the performance of their duties as Trustees, unless the majority of Trustees determine
otherwise.

28. AMENDMENTS

28.1. While the Founder is alive, the provisions of this Trust deed may be amended or
varied with the written agreement of all the Trustees for the time being.

28.2. After the death of the Founder, the provisions of this Trust deed may only be
amended or varied with the agreement of the then Trustees and Beneficiaries
(duly assisted by their guardians if necessary) of the Trust.

28.3. No amendments to this Trust shall be of any force and effect to the extent that
any benefit shall be conferred by any such amendment on the Founder or his
estate, nor shall any variations give the Founder, or any Trustee the power to
appropriate or dispose of any Trust Property, on his own, as he sees fit, for his
own benefit or for the benefit of his estate, whether such power is exercisable by
him or with his consent, and whether such power could be obtained directly or

29
 indirectly by the exercise, with or without notice, of power exercisable by him or
with his consent.

THUS DONE AND SIGNED AT _____________________ ON THIS THE ____ DAY OF

___________________ 2011, IN THE PRESENCE OF THE UNDERMENTIONED WITNESSES:

AS WITNESSES:

1. ............................................. ________________
FOUNDER
2. ............................................

THUS DONE AND SIGNED AT _____________________ ON THIS THE ____ DAY OF

___________________ 20____, IN THE PRESENCE OF THE UNDERMENTIONED WITNESSES:

AS WITNESSES:
1. ........................................ __________________
TRUSTEE

2. ....................................... __________________
TRUSTEE

__________________
TRUSTEE

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