AMENDED TRUST DEED

of

THE SAHETI TRUST

(Master’s reference number: IT001482/2015(G))

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION .......................................................................... 1

2. OBJECTS ........................................................................................................................ 4

3. ESTABLISHMENT OF THIS TRUST AND PERIOD OF THIS TRUST ............................ 7

4. DONATION ...................................................................................................................... 8

5. TRUSTEES ...................................................................................................................... 8

6. MEETINGS OF TRUSTEES ........................................................................................... 11

7. POWERS OF TRUSTEES ............................................................................................. 12

8. DUTIES OF THE TRUSTEES ........................................................................................ 16

9. BOOKS OF ACCOUNT AND AUDITORS ..................................................................... 17

10. PRIVILEGES OF THE TRUSTEES ................................................................................ 17

11. DONATIONS EXEMPT FROM TAX ............................................................................... 18

12. BENEFICIARIES ........................................................................................................... 18

13. ALLOCATION AND DISTRIBUTION ............................................................................. 19

14. RULES AND REGULATIONS ....................................................................................... 19

15. ADMINISTRATION OF THE TRUST ............................................................................. 19

16. COSTS, EXPENSES AND TAXATION .......................................................................... 20

17. AMENDMENTS TO THIS TRUST DEED ....................................................................... 20

18. TERM OF THE TRUST AND THE WINDING UP OF THE TRUST ................................ 20

19. DEADLOCK ................................................................................................................... 21

20. NOTICES ....................................................................................................................... 22

21. COUNTERPARTS ......................................................................................................... 23

PREAMBLE

A. The Founder established the SAHETI Trust for the benefit of the Institute and SAHETI.

The trust deed of the SAHETI Trust was registered by the Master of the High Court in

Johannesburg on 29 May 2015.

B. This Trust Deed amends the terms of the Trust with effect from the Signature Date.

C. In order to advance the objects of The SAHETI Trust, the Trust will utilise funds and

resources received by it from donors for the benefit of the Institute and SAHETI.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of this Trust Deed, including the preamble above, unless the context

requires otherwise:

1.1.1 “the Act” means the Trust Property Control Act, 1988 (as amended);

1.1.2 “Auditors” means the auditors appointed in terms of clause 9 from time to time, and

holding office as the auditors of the Trust from time to time;

1.1.3 “Beneficiary” means SAHETI and/or the Institute;

1.1.4 “Bursary” means a monetary or any other award of value, made, allocated or

awarded to an individual or group of people by the Trust, or paid to the Beneficiary

for any such purpose, applying and in the furtherance of any part of the objects of

the Trust. The term “Scholarship” shall bear a corresponding meaning, and any

reference in this Trust Deed to the term “Bursary”, shall include the term

“Scholarship”;

1.1.5 “Business Day” means any day other than a Saturday, Sunday or statutory public

holiday in South Africa;

1.1.6 “Commissioner” means the Commissioner for the South African Revenue Service;

1.1.7 “Ex-Officio Trustees” means Trustees of the Trust who hold office as Trustees by

virtue of the characteristics of the office held by such person/(s), without the need for

any further appointment;

1.1.8 “First Trustees” means collectively:

(a) Dr Azar Paul Jammine (Identity No. 4905295085084);

(b) Mr Spyros Bylos (Identity No. 5111095207080).

(c) Mr Peter Economides (Identity No. AZ061872);

(d) Mr Costa Economou (Identity No. 6909065295087);

1.1.9 “Trust” means The SAHETI Trust, as constituted by this Trust Deed;

1.1.10 “Founder” means the Governing Body (acting in accordance with paragraph 3(i) of

the Constitution of the Institute);

1.1.11 “Governing Body” means the Governing Body of SAHETI as contemplated by

section 16(1) of the Schools Act (also known as the Board);

1.1.12 “Income Tax Act” means the Income Tax Act, 1962 (as amended);

1.1.13 “Institute” means The South African Hellenic Educational and Technical Institute,

established and governed by its Constitution as amended from time to time;

1.1.14 “Minister” means the Minister of Finance of South Africa;

1.1.15 “Parties” means the Founder and the Trustees, and “Party” means any one of them

as the context requires;

1.1.16 “PBO” means a “public benefit organisation” as contemplated in section 30 of the

Income Tax Act;

1.1.17 “Public Benefit Activity” means a “public benefit activity” as contemplated in

section 30 of the Income Tax Act;

1.1.18 “SAHETI” means any one or more or all of the schools established or to be

established by the Institute;

1.1.19 “School” means a “school” as defined in the Schools Act and any School/(s)

established by SAHETI;

1.1.20 “Schools Act” means the South African Schools Act, 1996;

1.1.21 “Signature Date” means the date of the signature of the Party last signing this Trust

Deed in time;

1.1.22 “South Africa” means the Republic of South Africa as constituted from time to time;

1.1.23 “Statutes” means the Act and any other statute affecting the performance by the

Trustees of their duties or functions;

1.1.24 “Trust Deed” means this document as well as the Schedules hereto (if any), as

amended from time to time;

1.1.25 “Trust Fund” means the money or assets hereby donated and any other assets,

property or funds whether they be in the form of movable or immovable assets or

property or in the form of securities administered by the Trustees from time to time,

whether consisting of or acquired with or yielded by the said assets money or

otherwise; and

1.1.26 “Trustee” or “Trustees” means any one or more or all of the trustees of the Trust

holding office as such in terms of this Trust Deed from time to time (including,

without limitation, the First Trustees while holding office as trustees and the Ex-

Officio Trustees).

1.2 General Interpretation

For the purposes of this Trust Deed the following rules of interpretation shall apply,

unless the context requires otherwise:

1.2.1 a reference to any one gender, whether masculine, feminine or neuter, includes the

other two;

1.2.2 any reference to a person includes, without being limited to, any individual, body

corporate, unincorporated association or other entity recognised under any law as

having a separate legal existence or personality;

1.2.3 any word or expression defined in, and for the purposes of, this Trust Deed shall if

expressed in the singular include the plural and vice versa, and a cognate word or

expression shall have a corresponding meaning;

1.2.4 if any provision in a definition is a substantive provision conferring a right or imposing

an obligation on any party then, notwithstanding that it is only in a definition effect

shall be given to that provision as if it were a substantive provision in the body of this

Trust Deed;

1.2.5 references to a statutory provision includes any subordinate legislation made from

time to time under that provision and references to a statutory provision include that

provision as from time to time modified or re-enacted as far as such modification or

re-enactment applies, or is capable of applying, to this Trust Deed or any transaction

entered into in accordance with this Trust Deed;

1.2.6 where any word is defined within the context of any particular clause in this Trust

Deed, that word, unless it is clear from the clause in question that that word has

limited application only to the relevant clause, shall bear the meaning ascribed to it

for all purposes in terms of this Trust Deed, notwithstanding that that word has not

been defined in clause 1.1;

1.2.7 where any number of days is prescribed, those days shall be reckoned exclusively of

the first and inclusively of the last day unless the last day falls on a day which is not

a Business Day, in which event the last day shall be the next succeeding Business

Day;

1.2.8 references in this Trust Deed to “clauses” and “schedules” are to clauses of, and

schedules to, this Trust Deed; and

1.2.9 this Trust Deed shall be governed by and construed and interpreted in accordance

with the laws of South Africa.

1.3 Headings and Sub-headings

All the headings and sub-headings in this Trust Deed are for convenience only and are

not to be taken into account for the purpose of interpreting it.

2. OBJECTS

The Trust shall carry out the objects set out below, generally in a non-profit seeking

manner, with an altruistic or philanthropic intent and in accordance with the provisions of

this Trust Deed, for the benefit of the Beneficiaries.

2.1 The objects of the Trust are to:

2.1.1 establish, develop, build and administer an endowment fund;

2.1.2 develop and enhance the financial capability of SAHETI;

2.1.3 generate, acquire and preserve funds to financially support SAHETI and its strategy,

which strategy includes but is not limited to the following in relation to SAHETI:

(a) the advancement of academic excellence;

(b) the development of teaching and the enhancement and further education of

teachers so as to yield teachers and teaching capability of a sustainable and

long-term nature for the benefit of the Beneficiaries;

(c) the achievement of excellence in the arts, music and culture;

(d) the support of Hellenism as a culture and ethos;

(e) the achievement of sporting excellence;

(f) the development and sustainability of bursaries and scholarships and other

awards and loans;

(g) the development of world class facilities within the scope of SAHETI’s activities;

(h) the further development of buildings (including housing limited for the purposes

of education) for the achievement of SAHETI’s goals;

(i) the support of outreach programmes; and

(j) the support of and advancement of the association/(s) and/or bodies or

structures which perform a fundraising/support role or function to SAHETI and

its objective/(s) in terms of the SAHETI Constitution; and

(k) any other activities would meet the requirements of public benefit activities as

defined in the Ninth schedule of the Income Tax Act.

2.1.4 generally to comply with such requirements that the Minister and/or the

Commissioner may stipulate to obtain recognition for the Trust for income tax and

other purposes as a Public Benefit Organisation, in terms of the provisions of the

Income Tax Act or any similar or replacement Act.

2.2 The abovementioned statements of the objects of the Trust shall, subject to clause 2.3,

be so construed that:

2.2.1 the specific should not restrict the general, but;

2.2.2 each and every object of the Trust mentioned in clause 2.1 shall be capable of

standing on its own as a basis for the existence and validity of the Trust; and

2.2.3 nothing done by the Trustees in good faith shall be vitiated or rendered ineffectual or

assailable on the ground that it is beyond the scope of the objects of the Trust or of

the Constitution of the Institute (as amended from time to time).

2.3 In accordance with the provisions of section 30(3) of the Income Tax Act, the Trust shall

be subject to the following specific provisions at all times, namely:

2.3.1 there shall, subject to clause 5.5, at all times be at least 3 (three) Trustees in office,

who are not connected persons in relation to each other, and who will accept the

fiduciary responsibility of the Trust and no single person shall directly or indirectly

control the decision-making powers of the Trust;

2.3.2 the Trust is prohibited from distributing any of its capital or funds to any person

otherwise than in the course of undertaking any Public Benefit Activity and within the

objects referred to in 2.1 above, and shall be required to utilise the Trust Fund solely

for the objects for which it has been established as described in clause 2.1;

Provided always that the aforegoing shall not prohibit the Trust from investing all or

any part of the Trust Fund in such manner as the Trustees see fit; Provided further

that this does not amount to an indirect distribution of profits or the award of an

impermissible benefit;

2.3.3 the Trust will be required, on dissolution (whether as a result of the implementation

of the provisions of clause 18 of this Trust Deed, or otherwise), to transfer its assets

(if any) to:

2.3.3.1 the Institute; or

2.3.3.2 any PBO similar to the Trust, which has been approved in terms of the provisions

of section 30(3) of the Income Tax Act; or

2.3.3.3 any institution, board or body which is exempt from tax under the provisions of

section 10(1)(cA)(i) of the Income Tax Act, which has as its sole or principal object

the carrying on of any Public Benefit Activity; or

2.3.3.4 any department of state or administration in the national or provincial or local

sphere of government of South Africa, contemplated in section 10(1)(a) or (b) of

the Income Tax Act;

2.3.4 the Trust is prohibited from accepting any donation which is revocable at the

instance of the donor for reasons other than a material failure to conform to the

designated purposes and conditions of such donation, including any

misrepresentation with regard to the tax deductibility thereof in terms of section 18A

of the Income Tax Act: Provided that a donor (other than a donor which is an

approved PBO or an institution, board or body which is exempt from tax in terms of

section 10(1)(cA)(i) and which has as its sole or principal object the carrying on of

any Public Benefit Activity) may not impose conditions which could enable such

donor or any connected person in relation to such donor to derive some direct or

indirect benefit from the application of such donation;

2.3.5 the Trust shall be required to submit to the Commissioner a copy of any amendment

to this Trust Deed under which it is established;

2.3.6 to achieve the objects of the Trust referred to in clause 2.1, the Trustees shall from

time to time and in their discretion (acting as a body and not as individuals),

distribute or apply the income or part thereof and/or the capital or part thereof of the

Trust, to the Beneficiaries in accordance with the terms of this Trust Deed.

2.3.7 the Trust will not knowingly be a party to, or will not knowingly permit, itself to be

used as part of any transaction, operation or scheme of which the sole or main

purpose is or was the reduction, postponement or avoidance of liability for any tax,

duty or levy which, but for such transaction, operation or scheme, would have been

or would have become payable by any person under the Income Tax Act or any

other Act administered by the Commissioner;

2.3.8 the Trust has not and will not pay any remuneration to any employee, office bearer,

or other person which is excessive, having regard to what is generally considered

reasonable in the sector and in relation to the service rendered and has not and will

not economically benefit any person in a manner which is not consistent with its

objects;

2.3.9 the Trust shall comply with such reporting requirements as may be determined by

the Commissioner;

2.3.10 where the Trust provides funds to any association of persons carrying on a Public

Benefit Activity, it has to satisfy the Commissioner that reasonable steps have been

taken to ensure that the funds are utilised for the purpose for which it has been

provided; and

2.3.11 the Trust has not and will not use its resources directly or indirectly to support,

advance or oppose any political party.

2.4 In compliance with the requirements of the schedule to the Regulations issued in terms

of paragraph 4(o) of Part 1 of the Ninth Schedule to the Income Tax Act, which

prescribes the conditions for the provision of scholarships, bursaries and awards for

study, research and teaching (which is relevant in the context of the objects of the Trust

as set out in 2.1.3(f)), the Trust shall be subject to the following specific provisions at all

times, namely:

2.4.1 all scholarships, bursaries or awards granted by the Trust, must be bona fide and be

granted to an individual on grounds of objective merit or need;

2.4.2 no scholarships, bursary or award granted by the Trust may-

2.4.2.1 be revocable, otherwise than for reasons of a natural failure to conform to the

designated purposes and conditions of that scholarship, bursary or award;

2.4.2.2 be subject to conditions which would enable the donor of the funds of that

scholarship, bursary or award or any connected person in relation to that donor,

to derive benefit from the application of that scholarship, bursary or award; or

2.4.2.3 be granted to any person who is or will become an employee of the donor of the

funds of that scholarship, bursary or award or the Trust (or any associated

institution in relation to that donor organisation) or any relative of that person,

unless circumstances indicate that that scholarship, bursary or award would have

been granted to that person or his or her relative, even if that person had not

been an employee of that donor, organisation or associated institution;

2.4.3 all decisions regarding the granting of scholarships, bursaries and awards must be

made by a duly constituted committee consisting of at least three persons who are

not connected persons in relation to the donor or the persons to whom the

scholarship, bursary or award is granted; and

2.4.4 all scholarships, bursaries and awards granted by the Trust in respect of overseas

study, research or teaching will be subject to an undertaking by the person to whom

the scholarship, bursary or award is granted-

2.4.4.1 to apply the knowledge obtained from the study, research or teaching

immediately after completion thereof, in the Republic of South Africa for a period

of at least the period that the study, research or training was funded by the Trust;

or

2.4.4.2 to refund the full amount of the scholarship, bursary or award should he or she

decide not to apply the knowledge as contemplated in subparagraph 2.4.4.1.

2.5 The Trust shall have no objects save for the objects provided for in this Trust Fund and

the Trust shall be employed exclusively in the promotion of such objects.

2.6 To give effect to the objects of the Trust, the Trustees shall from time to time be entitled

in accordance with the terms of this Trust Deed in their sole discretion to:

2.6.1 accept donations and to allocate same to the capital and/or to the income of the

Trust; and

2.6.2 donate and/or apply income and/or capital of the Trust to any one or more of the

Beneficiaries.

2.7 For purposes hereof, the Trustees can decide in their discretion as to which funds are

treated as income and to which extent funds are to be regarded as capital and their

decision shall be final and binding and not open to challenge by anyone.

2.8 Any reference herein to the term “capital” and to the term “income” shall be a reference

to either a part of or to the whole of such capital and/or income, as determined by the

Trustees and as is required by the context.

3. ESTABLISHMENT OF THIS TRUST AND PERIOD OF THIS TRUST

3.1 A trust to be known as “The SAHETI Trust” is hereby constituted.

3.2 The Trust shall be administered by the Trustees for the benefit of the Beneficiaries and

in the manner and upon the terms and conditions set out in this Trust Deed.

3.3 The Trust shall commence on the date that is registered by the Master of the High Court

in accordance with the provisions of the Act and shall continue indefinitely unless it is

terminated in accordance with the provisions of clause 18.

4. DONATION

4.1 The Founder irrevocably donated the sum of R100.00 (One Hundred Rand) to the Trust,

which donation the Trustees accepted on the terms of this Trust Deed.

4.2 The donation made in terms of clause 4.1 immediately vested in the Trustees, subject to

the terms of this Trust Deed.

4.3 The Founder and/or any other persons shall be entitled, from time to time, to add to,

increase or augment the capital of the Trust by donation, bequest or otherwise as the

Founder and/or any such other persons may deem fit. The terms of this Trust Deed

shall apply, mutatis mutandis, to any such additional, increased or augmented capital.

The Trustees shall have the power to accept any such addition to the capital of the

Trust. No further deed shall be required to vest in the Trustees any such additional,

increase or augmented capital which shall vest in the Trust on the transfer or delivery by

the Founder and/or other person concerned of any asset or payment of any sum to the

Trustees on behalf of the Trust.

4.4 The moneys and assets referred to in clauses 4.1 and 4.3 and any other assets or funds

administered by the Trustees from time to time, whether consisting of or acquired with or

yielded by the said money and/or assets or otherwise, and whether realised and/or

unrealised, are hereinafter referred to as “the capital” or “the capital of the Trust”.

5. TRUSTEES

5.1 The First Trustees

5.1.1 The First Trustees are Dr Azar Paul Jammine, Mr Spyros Bylos, Mr Peter

Economides and Mr Costa Economou. The First Trustees were appointed, and

accepted their appointment as Trustees of the Trust.

5.1.2 The First Trustees were appointed to facilitate the establishment of the Trust. After

the Trust was established, any subsequent or replacement Trustees shall be

appointed in terms of clause 5.2.

5.1.3 The Trustees in a meeting of trustees, as contemplated in clause 6.2 below, shall be

entitled to appoint either one of their number or any person who is not a Trustee to

carry out and discharge administrative duties of the Trust and of the Trustees (in

their capacity as Trustees). Once so appointed, such person shall be entitled to call

for and convene a meeting of the Trustees as provided for in Clause 6. Any person

so appointed may be replaced from time to time by the Trustees.

5.2 Appointment of Trustees

5.2.1 The Trustees (other than the ex-officio Trustees from time to time) holding office from

time to time shall be appointed by the Governing Body. It is recorded that:

5.2.1.1 Dr Azar Paul Jammine, and

5.2.1.2 Mr Spyros Bylos, and

5.2.1.3 Mr Peter Economides, and

5.2.1.4 Mr Costa Economou,

(in their capacities as First Trustees) have been so appointed by the Governing

Body, and each of them have accepted such appointment;

5.2.2 The following persons shall, by virtue of their holding office within SAHETI, be Trustees

for such period as they hold such office, or for such lesser period in the event that the

provisions of clauses 5.4 and 6.9 may become applicable, as “Ex-Officio Trustees” of the

Trust:

5.2.2.1 The Chairperson of the Governing Body from time to time, and

5.2.2.2 The Executive Headmaster or Headmistress of SAHETI, from time to time, as the

case may be; and

5.2.2.3 The SAHETI Alumni Association Representative, who shall be an Alumnus.

5.2.3 The Trustees appointed in terms of this clause 5.2 and the ex officio Trustees shall not

commence their duties until letters of authority are issued to them by the Master of the

High Court.

5.2.4 A Trustee (other than the ex officio Trustees) shall hold office for a period of 3 (three)

years, and shall thereafter be eligible for re-appointment as a Trustee.

5.2.5 The Trustees may from time to time and in their sole discretion invite for any period of

time as they deem fit, any other person/(s) representing SAHETI to attend meetings of

Trustees as observers. No such person shall at any time be entitled to or be granted any

voting powers.

5.3 Further Appointment of Trustees

5.3.1 Upon the expiry of the 3 (three) year term of office applicable to a Trustee, the provisions

of clause 5.2 shall be applied mutatis mutandis in respect of the appointment of new

Trustees.

5.3.2 Any resigning Trustee or Trustee whose 3 (three) year term of office has expired shall be

entitled to be re-appointed.

5.3.3 The appointment of any Trustee to replace a Trustee that has ceased to hold office as

such shall only take effect from the day on which the letters of authority reflecting such

appointment are issued to the new Trustee by the Master of the High Court.

5.4 Disqualification of Trustees

5.4.1 The following persons shall be disqualified from acting as Trustee, and any Trustee in

office shall cease to hold office as such if such person is:

5.4.1.1 a person who would be disqualified from acting as a director of a company in terms

of section 69 of the Companies Act, 2008;

5.4.1.2 a person who has been or is in the process of being removed from another office of

trust on account of misconduct;

5.4.1.3 a person whose estate has been or is in the process of being sequestrated or has

been sequestrated and not yet been rehabilitated;

5.4.1.4 a person to whom the Master of the High Court refuses to grant letters of authority to

or whom the Master of the High Court requires to provide security as a Trustee;

5.4.1.5 a person who has been declared by a competent court to be mentally ill or incapable

of managing his own affairs or if he is by virtue of the Mental Health Act, 1973,

detained as a patient in an institution or as a State patient; and

5.4.1.6 a person who has been convicted in South Africa or elsewhere of any offence of

which dishonesty is an element or of any other offence for which he has been

sentenced either to imprisonment without the option of a fine or a fine in excess of

R10 000 (ten thousand Rand).

5.4.2 The office of a Trustee shall be vacated by such Trustee at any time if:

5.4.2.1 he becomes disqualified in terms of clause 5.4.1; or

5.4.2.2 he resigns his office by written notice to the Governing Body and the remaining

Trustees on not less than 1 (one) calendar month’s prior written notice to that effect;

or

5.4.2.3 he is removed as a Trustee by the Governing Body by notice in writing to him, (such

notice shall require no notice period); or

5.4.2.4 in the case of any Trustee referred to in clause 5.2.2, he ceases to hold the office of

Executive Head of the School, or Chairperson of the Governing Body or the SAHETI

Alumni Association Representative, as the case may be; or

5.4.2.5 his 3 (three) year term of office expires, subject to clause 5.3.3; or

5.4.2.6 he dies.

5.4.3 Upon resignation, removal or death of a Trustee referred to in clause 5.2.1, the

Governing Body may, within sixty (60) days nominate a Trustee to replace that Trustee

and the provisions of clause 5.2 shall apply to such nomination.

5.4.4 The appointment of any Trustee to replace a Trustee that has ceased to hold office as

such, shall only take effect from the day on which the letters of authority reflecting such

appointment are issued to the new Trustee by the Master of the High Court.

5.4.5 No Trustee shall have the right during his lifetime or by last will to appoint his successor

or heir or an alternative Trustee to him or a person to serve as Trustee in his place and

stead.

5.5 Number of Trustees

The number of Trustees who shall be appointed in accordance with clause 5.2.1 shall be

a maximum of 7 (seven) Trustees, and there shall at all times be a minimum of 3 (three)

such Trustees in office for the valid exercise of the powers and discharge of the duties of

the Trustees in terms of this Trust Deed, provided that pending the appointment of new

Trustees in terms of clause 5.2 the Trustees remaining in office shall be empowered to

act in the preservation and necessary formal administration of the capital and/or income

of the Trust.

6. MEETINGS OF TRUSTEES

In respect of all meetings of the Trustees:

6.1 at least 2 (two) Trustees are at all times entitled to convene a meeting of the Trustees by

giving 14 (fourteen) days written notice to all Trustees, or such shorter notice as may be

agreed by all the Trustees in writing. A notice convening a meeting of Trustees issued by

or emanating from such person as is referred to in clause 5.1.3 shall be deemed to be a

notice by at least 2 (two) Trustees (unless proven otherwise) and shall constitute

sufficient notice for purposes of this clause 6.1;

6.2 the Trustees shall no less than once every 3 (three) months in any calendar year, meet

together for the dispatch of business, adjourn and otherwise regulate their meetings as

they deem fit;

6.3 the Trustees may participate in a meeting of the Trustees by means of conference

telephone or computer or electronic or similar equipment by means of which all persons

participating in the meeting can hear each other and any such participation in a meeting

shall constitute presence in person at the meeting;

6.4 at their first meeting the Trustees shall elect a chairperson and should the Trustees so

resolve, a deputy chairperson from the body of Trustees, who shall hold office for the

current financial year and, thereafter the chairperson and the deputy chairperson shall

be elected for each succeeding financial year. No person shall hold office as

chairperson, as the case may be, for more than 3 (three) consecutive financial years of

the Trust;

6.5 the chairperson, shall chair all meetings of Trustees, provided that if that chairperson is

not present at a meeting of Trustees, the Trustees present at that meeting shall elect a

chairperson for that meeting;

6.6 for a quorum to exist at meetings of the Trustees, a simple majority of the Trustees must

be present in person at any meeting provided that if within half an hour after the time

appointed for such meeting a quorum is not present, the meeting shall stand adjourned

to a date not earlier than 3 (three) days and not later than 14 (fourteen) days after the

date of the meeting, and if at such adjourned meeting a quorum is not present within half

an hour after the time appointed for the adjourned meeting, the Trustees present shall

be a quorum for that adjourned meeting;

6.7 save as may be expressly otherwise provided in this Trust Deed or the Statutes,

decisions to be taken by the Trustees present at a meeting of Trustees shall be taken by

simple majority vote of those Trustees present, with each Trustee being entitled to

exercise 1 (one) vote, and the decision of the majority shall be deemed to be the

decision of all of the Trustees. In the event of a deadlock between the Trustees, the

matter/(s) will be dealt with in accordance with the provisions of Clause 19;

6.8 a resolution in writing signed by all the Trustees shall be valid and effectual as if it had

been passed at a meeting of the Trustees duly called and constituted, and such

resolution may be signed in counterparts;

6.9 it is intended that each Trustee will be required to attend at least 3 (three) meetings in

any calendar year; failure by any Trustee (other than ex-officio Trustees) to attend 3

(three) meetings per calendar year, shall entitle the remaining Trustees, in their

discretion, to remove the said Trustee;

6.10 the Trustees shall procure that minutes of their meetings are kept in writing and all

resolutions passed by the Trustees shall be duly signed by all the Trustees present at

the meetings; and

6.11 the Trustees are entitled to authorise any 1 (one) of them from time to time, to sign, on

behalf of the Trustees, all documents for official purposes which are necessary for the

administration of the Trust and for the execution of any transaction concerned with the

affairs of the Trust, and any resolution which is certified either by the chairperson or by

any 2 (two) Trustees, as a true extract of the minutes of a meeting of the Trustees at

which a particular resolution was passed, has in every respect the legal validity of a

resolution signed by all the Trustees.

7. POWERS OF TRUSTEES

7.1 The Trustees shall stand possessed of and shall be responsible for the administration of

the Trust Fund and the application thereof and any and all income accruing thereto in

accordance with the objects referred to in clause 2, with powers to retain the same or

any portion thereof in its then form and from time to time to invest or reinvest or

otherwise deal with the Trust Fund as they are entitled or obliged to do in terms of

clauses 7.2 to 7.5, subject at all times to the applicable provisions of the Income Tax Act.

7.2 The Trustees shall have only such powers as may be necessary for, or incidental to, the

carrying out of their duties as set out in this Trust Deed. Without derogating from the

generality of the foregoing, the Trustees shall have the following specific powers:

7.2.1 to open and operate (either themselves or by a person/(s) authorised by them) bank

accounts in the name of the Trust;

7.2.2 save as otherwise expressly provided for herein, to deal from time to time with the

Trust Fund in accordance with the objects of this Trust Deed and as they in their sole

and absolute unfettered discretion may deem to be in the best interests of the

beneficiaries of the Trust and to exercise all powers relative thereto as if they were

the absolute owners of such fund, generally to perform all acts to the same extent

and with the same effect as the Founder might have done if this Trust Deed had not

been executed, and the Trustees’ decisions and actions, whether actually made or

taken in writing or implied from their acts, shall be conclusive and binding on all

beneficiaries;

7.2.3 to leave any property (whether movable or immovable, corporeal or incorporeal)

which is donated or bequeathed to or otherwise acquired by them in the form in

which they receive it for such period as they in their absolute discretion deem fit, or

to turn any of the said assets to account from time to time by way of exchange, sale

or otherwise without limitation and, in exercising any powers of sale, whether

conferred in this sub-paragraph or otherwise, to cause such sale to be effected by

public auction, public tender or private treaty, as they may consider fit, with power to

invest the proceeds of any realisation and any other amount from time to time in their

hands in such manner and in such place as they in their absolute discretion deem fit

and to realise and vary any such investments from time to time, provided that, until

invested in such manner as is permitted by this Trust Deed, the cash resources of

the Trust may be deposited or placed only with one or more “financial institutions” as

defined in section 1 of the Financial Institutions (Protection of Funds) Act, 2001;

7.2.4 to acquire shares, investments or other assets with the aim of ensuring that such

investment/(s) yield returns so as to generate income of a sustainable nature and

ensuring to the benefit of the Trust;

7.2.5 to accept and acquire for the purpose of the Trust any donations (provided that all

donations to the Trust shall be irrevocable other than for a material failure to conform

to the designated purposes and conditions of such donations), bequests 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 the funds

hereby donated to them, and any additions so accepted and acquired shall be

deemed to form part of the Trust Fund to be administered and dealt with subject to

the terms of this Trust Deed;

7.2.6 to reimburse themselves from the Trust Fund for all approved reasonable expenses

which may be incurred by them in or about the execution of the trusts and powers

conferred upon them, which are necessary to carry out the objects of the Trust

(which is payable in accordance with clause 10.3 or clause 16) and other charges

out of the Trust Fund;

7.2.7 to exercise the voting power attached to any shares or other investments in any such

manner as they may consider in the best interests of the Trust and, either solely or in

conjunction with any other person or persons, to enter into such arrangements as

they may consider fit for the purpose of causing the liquidation, scheme of

arrangement, reconstruction or amalgamation of any of the companies or entities of

whose capital the said shares or investments, as the case may be, shall form

portion, and to enter into and carry out any such agreement or agreements as they

may consider appropriate in regard thereto;

7.2.8 to exercise all the voting powers in the best interest of the Trust attaching to any

debentures or other securities (whether listed or unlisted) at any time held by the

Trust;

7.2.9 either solely or in conjunction with other persons, to cause any reorganisation,

consolidation, merger or readjustment of the capital of any company or other entity

shares or other ownership interest in which may at any time be held as portion of the

Trust Fund, and arising out of any such reorganisation, consolidation, merger or

readjustment to receive and continue to hold as portion of the Trust Fund any assets

accruing by reason of the Trust’s participation in any such matters;

7.2.10 to exercise any rights of conversion or subscription pertaining to any shares at any

time held in the capital of any company which are portion of the Trust Fund or, at

their discretion, to sell or realise any such rights, but whenever investments shall be

made by the exercise of conversion or subscription rights the shares or other rights

received shall be deemed to form portion of the capital of the Trust Fund;

7.2.11 from time to time to use any voting rights attached to any shares or other investment

to cause such change to be made in the boards of directors or other controlling body,

as the case may be, or in the other officers of any of the companies or entities

involved as they may consider to be in the best interests of the Trust and they shall

be entitled to appoint or cause to be appointed either one or more of themselves as

such directors, member of such controlling body or officers or cause some other

person or persons to be so appointed on the basis that such persons will act as

nominees for the Trustees (if in advancement of the interests of the Trust) of their

services as directors, members of such other controlling body and other officers;

7.2.12 to enter into any voting trust or agreement in respect of any shares, other

investments or ownership interests held by the Trust in any companies or other

entities relating to or restricting the disposal of those shares and in particular

granting rights of pre-emption to other shareholders of the said companies or other

entities and also relating to voting arrangements;

7.2.13 to transfer into the name of the Trust or into the name of a nominee/s for the Trust

any shares, other investments or ownership interests forming part of the Trust Fund;

7.2.14 to agree to any alteration or conversion of the capital of any company if shares of the

company form part of the Trust Fund;

7.2.15 to pay any Beneficiary any amount due to the Beneficiary in cash or any other form

bearing or representing value, with the power in their absolute discretion (but at all

times subject to the provisions relating the objects of the Trust as set out in clause

2.1 above) to determine the distribution thereof amongst and/or to Beneficiaries;

7.2.16 to call in, recover, collect and sue for all monies owing to them, to foreclose bonds,

to buy in securities, to institute or defend legal proceedings and to sign all deeds,

powers of attorney and other documents that may be necessary for those purposes

or any ancillary or allied purpose;

7.2.17 to sign and execute transfers and cessions of property, bonds, consents to

cancellations of bonds, leases, servitudes and other deeds and powers of attorney

relating thereto, and generally all documents of any nature whatsoever as may be

necessary from time to time in connection with the acquisition, realisation, disposal

or encumbrance of assets of or for the Trust and the carrying out of the terms of this

Trust Deed;

7.2.18 to allow reasonable time for the payment of any debts due or to the Trust by any

party with whom they deal or have dealt at arm’s length and to grant reasonable

terms of credit in respect of the whole or any part of the purchase price arising on the

sale to any such party of any assets constituting a portion of the Trust Fund, in either

case with or without security and with or without interest, as they may think fit;

7.2.19 to grant bursaries or similar grants to any person and/or group of persons nominated

by any Beneficiary in accordance with clause 2.1.3 and/or to allocate, transfer, or

distribute funds to any Beneficiary for the purpose of any bursary and/or scholarship

or any similar grants made or to be made by any Beneficiary to any person and/or

group of persons in furtherance of the objects of the Trust;

7.2.20 to make loans, grants and/or donations to any person or group of persons nominated

by any Beneficiary in accordance with clause 2.1.3 and/or to allocate, transfer or

distribute funds to any Beneficiary for the purpose of any loans, grants and/or

donations made or to be made by any Beneficiary applying and in the furtherance of

any part of the objects of the Trust;

7.2.21 to compromise, compound, submit to arbitration or settle upon such terms and

conditions as they may deem advisable all claims made by or against them on

matters arising in relation to the Trust and all compromises and settlements effected

by them shall be final and binding on all Beneficiaries under this Trust Deed;

7.2.22 to enter into contracts on behalf of the Trust and to adopt and accept benefits under

contracts entered into for the benefit of the Trust, whether before or after its creation;

7.2.23 to employ any professional or other person to provide professional services to the

Trust;

7.2.24 to delegate any of their powers to committees consisting of one or more Trustees;

7.2.25 to adopt such further procedures and do such further things as the Trustees deem

necessary or advisable for the due and proper administration of the Trust, and in

order to achieve the objects of the Trust; and

7.2.26 to create separate sub-funds of the Trust Fund and allocate portions of the Trust

Fund to such sub-funds for the purposes of fulfilling the objects of the Trust.

7.3 Upon registration of the Trust Deed by the Master of the High Court and the subsequent

registration of the Trust Deed by the Tax Exemption Unit of the South African Revenue

Services (“SARS”) in terms of section 30 of the Income Tax Act, the Trustees shall be

authorised to issue receipts in respect of donations made to the Trust as contemplated

in section 18A(2) of the Income Tax Act, provided the requirements contained in section

18A(2A) have been met.

7.4 In making any payment at any time to anyone in terms of this Trust Deed, the Trustees

shall be entitled to make any such payment either in cash or in specie or partly in cash

and partly in specie. The Trustees’ valuation of any asset distributed by them in specie

in terms hereof shall be final and binding on all interested parties. For the purpose of

this clause 7.4, the word “specie” shall be deemed to include any capital asset at the

time held by the Trust which is in a form other than cash money.

7.5 The Trustees shall at all times be entitled to do all such further acts, matters and things

and to exercise such further powers and discretions as may be requisite or convenient

for achieving the objects and purposes of the Trust.

8. DUTIES OF THE TRUSTEES

The Trustees shall sign all such documents, perform all such actions and take all such

steps as may be necessary to give effect to the objects of the Trust and the terms of this

Trust Deed. Without derogating from the generality of the foregoing, the Trustees shall

have the following specific duties:

8.1 the Trustees shall procure that all shares or other investments owned or held by the

Trust are registered in the name of the ”Trustees for the time being of the Trust”;

8.2 the Trustees shall accept any other donations made by the Founder or any third party,

provided that such donation is irrevocable other than for a material failure to conform to

the designated purposes and conditions of such donations and subject to the terms and

conditions of this Trust Deed, but provided that the Trustees are entitled to refuse or

return any third party donation where the probity of either the donor or the source of

funds is, in the reasonable opinion of the Trustees, questionable, or where the Trustees

determine for any reason that it would not be in the interests of the Trust to accept the

donation;

8.3 the Trustees shall not incur liabilities other than as specifically permitted by this Trust

Deed;

8.4 the Trustees shall not make any distribution of capital or income from the Trust to the

Beneficiaries or on behalf of the Beneficiaries in a manner other than that specified in

this Trust Deed;

8.5 the Trustees shall at all times ensure that the objects of the Trust as set out in clause 2

of this Trust Deed is complied with;

8.6 the Trustees shall, annually, review the manner in which the Trust should comply with

and achieve the objects of the Trust;

8.7 the Trustees shall submit a report to the Founder as to the extent to which the Trust has

complied with the objects of the Trust in a format acceptable to the Founder as and

when reasonably required by the Founder; and

8.8 the Trustees shall procure that all liabilities of the Trust incurred in terms of and pursuant

to the provisions of this Trust Deed are paid timeously.

8.9 the Trustees shall ensure that any reasonable requirement of SAHETI, insofar as it is in

keeping with the objects of this Trust, is furthered and achieved.

9. BOOKS OF ACCOUNT AND AUDITORS

9.1 The Trustees shall keep, or procure that there are kept, true and accurate records and

books of account of their administration of the Trust in such manner and form as is

necessary in order that the records and books shall at all times reflect the true, correct

and accurate financial position of the Trust. There shall be recorded in such records and

books of account, inter alia, any change of the capital of the Trust from time to time and

the income and/or the expenses applicable to the administration of the Trust, both as

allowed in terms of this Trust Deed.

9.2 Such records and books of account, together with all other papers and documents

connected with or relating to the Trust, shall be kept at a place under the control of the

Trustees.

9.3 The Trustees shall for the duration of the Trust appoint and maintain auditors. The

financial year of the Trust shall end on 31 December of each year or such other date on

which the financial year of the Founder ends.

9.4 The Auditors shall have the right of access at all times to the records and books of

account of the Trust, and shall be entitled to such information, whether verbal, written or

electronic, and explanations as may be necessary for the performance of their duties as

Auditors.

9.5 The Founder shall have the right of access at all times to the records and books of

account of the Trust.

9.6 The Founder shall, in addition to the audit undertaken by the Auditors be entitled to

conduct an audit of the books of account of the Trust.

9.7 The Founder shall be entitled to prepare and produce financial statements and/or other

similar records as a consequence of or flowing from its rights to audit referred to in 9.6

above, and shall further be entitled to include such financial statements within its own

financial statements or as group statements, within the discretion of the Founder, but

always in accordance with International Financial Reporting Standards (“IFRS”) for small

and medium-sized entities.

10. PRIVILEGES OF THE TRUSTEES

10.1 The Trustees shall be exempt from any obligation to furnish security in connection with

their appointment and/or for the due administration of the Trust to the Master of the High

Court or any other person, body or authority. The Master of the High Court and any

such other person are hereby directed to dispense with and not to require security.

10.2 Subject to the Statutes:

10.2.1 no Trustee shall be liable to make good to the Trust or any Beneficiary any loss

occasioned or sustained by any cause, howsoever arising, except such losses as

may arise from or be occasioned by his own personal dishonesty or other wilful

misconduct or gross negligence;

10.2.2 no Trustee shall be liable for any act of dishonesty or other misconduct committed by

any other Trustee unless he knowingly allowed it, was complicit in, or was an

accessory to such dishonesty or other misconduct;

10.2.3 the Trustees shall be indemnified out of the assets of the Trust (or any policy of

insurance for this purpose and to such effect) against all claims and demands of

whatsoever nature that may be made upon them arising out of the exercise or

purported exercise of any of the powers hereby conferred upon them; and

10.2.4 the Trustees may rely, and shall not incur any liability as a consequence of relying,

on any document, resolution or the like (or any copy thereof) which they reasonably

believe to be authentic.

10.3 Subject to the provisions of clause 16.1, the Trustees shall be reimbursed by the Trust

for all reasonable and necessary costs and expenses incurred by them on behalf of, or

for the benefit of, or with regard to the administration of, the Trust and which were

reasonably, exclusively and necessarily incurred in the performance of their functions as

Trustees.

10.4 The Trustees shall not be entitled to be remunerated by the Trust for their attendance at

meetings of the Trustees or any meetings or time allocated to matters arising from such

meetings.

11. DONATIONS EXEMPT FROM TAX

11.1 The Trustees shall issue a receipt to every donor (the "Donor") for every donation made

to the Trust, which the Trustees believe in their reasonable opinion will qualify as a

deductible donation for purposes of Section 18A of the Income Tax Act.

11.2 Every receipt issued by the Trustees shall include the following information:

11.2.1 the reference number of the Trust issued to it by the Commissioner for purposes of

Section 18A of the Income Tax Act;

11.2.2 the date of the receipt of the donation;

11.2.3 the name and address of the Trust;

11.2.4 the name and address of the Donor;

11.2.5 the amount or nature of the donation if not in cash; and

11.2.6 a certification that the receipt is issued for the purpose of Section 18A of the Income

Tax Act and that the donation will be used exclusively for the object stated in the

receipt.

12. BENEFICIARIES

12.1 The interest of any Beneficiary in terms of this Trust Deed shall not be capable of being

ceded, assigned or pledged without the express prior written consent of the Trustees

and no such interest nor any part thereof shall be capable of being attached by any

creditor of a Beneficiary or vest in any trustee or liquidator of any insolvent or deceased

Beneficiary’s estate.

12.2 Notwithstanding any provision to the contrary contained in this Trust Deed, no

Beneficiary shall acquire any right to or in respect of any benefits from the Trust, whether

actual or contingent, unless and until such benefits are actually paid or conferred to or

for the benefit of such Beneficiary in terms of this Trust Deed, and then only in respect of

and to the extent of the benefits so paid or conferred. No benefits conferred by the

Trustees in terms of the provisions of this Trust Deed shall confer any right in favour of

any Beneficiary to receive any further benefits or to acquire any other rights in respect of

the Trust Fund or any part thereof.

13. ALLOCATION AND DISTRIBUTION

13.1 Subject always to the objects set out in clause 2, the Trustees shall have the right in

their entire discretion, from time to time and at any time, to vest the whole or any part of

the income and/or capital of the Trust Fund in any Beneficiary as selected by them

(acting in accordance with their powers and authorities as defined in this Trust Deed and

in accordance with and in furtherance of the objects of the Trust), and in such

proportions as the Trustees may determine, in which event such income or capital or

capital gains shall accrue to the Beneficiary accordingly; provided always that the

Trustees shall be entitled in their sole discretion to determine the identity, nature or type

of the income or capital to be vested in any Beneficiary and such determination shall be

final and binding on the Beneficiaries.

13.2 Any income which does not accrue to and vest in a Beneficiary as aforesaid, shall be

treated as capital and invested or accumulated by the Trustees in terms of this Trust

Deed.

13.3 Subject always to the objects set out in clause 2, the Trustees may in their discretion

pay or apply or allocate to the Beneficiaries, as identified by the Trustees, the whole or

any part of any income vested in such Beneficiary, in such amounts and of such identity,

nature or type, and in such proportions, as they from time to time in their entire discretion

deem fit.

13.4 The Trustees shall endeavour to ensure that all net income received by the Trust is

allocated to Beneficiaries, in accordance with the provisions of clause 12 and this clause

13, within a reasonable period of receipt thereof by the Trust.

14. RULES AND REGULATIONS

The Trustees shall be entitled, subject to the provisions of this Trust Deed and any

applicable law, to make and establish such rules and regulations, and to amend same

from time to time, as they may deem necessary or expedient for the proper

implementation and administration of the Trust, provided that any such rules and

regulations are at all times in alignment with and not contrary to any provisions of the

Constitution of the Founder or of any rules or regulations made by the Founder and any

amendments thereto from time to time.

15. ADMINISTRATION OF THE TRUST

The Trustees, by majority consent, shall be entitled to employ suitably qualified and

experienced persons in sufficient number, retain experienced professional advisors

and/or lease operating premises if appropriate in order to ensure that the Trust has the

operational capacity to meet the objects of the Trust, provided that no such act shall

have the effect or is reasonably likely to have the effect of depleting either the capital or

the income of the Trust to such an extent as to render the achievement or

implementation of the objects of the Trust unlikely.

16. COSTS, EXPENSES AND TAXATION

16.1 The costs and expenses of the administration of the Trust shall be borne by the Trust,

provided that any such costs and expenses are market-related and reasonable, and

provided further that such costs and expenses do not exceed an amount equal to 15%

(fifteen percent) of the value of the income of the Trust in any financial year.

16.2 All taxes which may be levied on the Trust or the Trustees, in their capacities as

Trustees, shall be payable and borne by the Trust.

17. AMENDMENTS TO THIS TRUST DEED

17.1 This Trust Deed may be amended, added to or varied by means of a written agreement

between 80% (eighty per cent) of the Trustees decided upon by a resolution passed by

them; provided that no such amendment, addition or variation shall be of any force or

effect unless it has been consented to in writing by the Founder, and provided further

that:

17.1.1 notwithstanding anything to the contrary hereinbefore contained, the provisions of

this Trust Deed may not be varied in such a way as to make it competent for the

Founder or any Trustee acting alone to dispose of any part of the Trust Fund for their

own benefit or for the benefit of their estate;

17.1.2 the Founder’s consent to any amendment, variation, or addition to the provisions of

clauses 2, 5.5, 8 and 13 of this Trust Deed may only be provided by the Founder

after it shall have first obtained such consent from its members at a Special General

Meeting in accordance with the procedural and substantive provisions of the

Constitution of the Founder, from time to time.

17.1.3 All amendments, additions or variations to this Trust Deed made in accordance with

clause 17.1 shall be fully binding on all other persons already appointed or who may

at any time thereafter be appointed as Beneficiaries under this Trust Deed, whether

majors or minors, born or unborn at the date on which such agreement is concluded.

17.2 The Trustees shall submit all written agreements recording any amendments to,

additions to and variations of this Trust Deed to the Master of the High Court and the

Commissioner.

18. TERM OF THE TRUST AND THE WINDING UP OF THE TRUST

18.1 It is intended that the Trust is a long term trust, and it may only be terminated by written

agreement between the Founder and the Trustees, provided that if the schools

established by the Founder at any time, and any replacement thereof, ceases to exist

substantially in the form in which it/they exist at the Signature Date, the Trust shall be

terminated.

18.2 Upon termination of the Trust in terms of clause 18.1, the Trustees shall ensure that the

outstanding costs and expenses of the Trust as well as any costs arising or related to

the termination, sale and/or other disposition are paid and thereafter, shall procure that

the assets of the Trust shall be transferred to the Beneficiaries or transferred in

accordance with the provisions of clause 2.3.3.

18.3 Notwithstanding clause 18.2, if any donation (or portion thereof) for which a certification

as contemplated in clause 11.2.6 has been issued (the “Relevant Portion”) has not

been distributed at the time of the winding-up of the Trust:

18.3.1 the Transferee to whom the Relevant Portion is transferred must be a Public Benefit

Organisation which has been approved by the Commissioner for the purposes of

making deductions pursuant to section 18A of the Income Tax Act; and

18.3.2 the transfer of the Relevant Portion must be subject to the condition that the

Relevant Portion shall be utilised by the Transferee for a Public Benefit Organisation

approved by the Commissioner for purposes of making deductions pursuant to

section 18A of the Income Tax Act.

19. DEADLOCK

19.1 Should any deadlock occur between the Trustees as to any matter arising out of or in

connection with this Trust Deed, the matter giving rise to such deadlock shall be dealt

with as follows:

19.2 a second meeting convened for the purpose of resolving the deadlock on a date not

more the 14 (fourteen) days after the date of the meeting at which the deadlock arose,

shall be convened by the Trustees, at which meeting the matter in respect of which the

deadlock arose shall be re-considered with the purpose of achieving agreement by the

Trustees in accordance with the provisions of clause 6.7.

19.3 In the event that the matter giving rise to such deadlock remains unresolved at such

second meeting, the Trustees shall, within 3 (three) days notify the Governing Body, in

writing of the continuation of the deadlock and upon receipt of such notification, the

Governing Body shall not more than 7 (seven) days after the date of such notification,

nominate and appoint a mediator to mediate over and resolve the deadlock within a

period of 14 (fourteen) days after the date upon which the mediator has been so

appointed.

19.4 In the event that such mediation fails to resolve the deadlock, the matter shall be

referred by the Governing Body to an independent attorney of Johannesburg of not less

than 15 (fifteen) years standing, in respect of whose identity the Trustees shall agree

within 7 (seven) days of the deadlock, failing which agreement, the matter shall be

referred to two independent attorneys of Johannesburg of not less than 15 (fifteen)

years’ standing appointed by the then President of the Law Society of the Northern

Provinces or his/her successor in title in Gauteng.

19.5 The attorney appointed in terms of clause 19.4 shall:

19.5.1.1 act as an expert and not as an arbitrator;

19.5.1.2 have regard to the provisions and general import of, and probable intention of the

Parties to this Trust Deed (at the time of creation of this Trust) and in his discretion

the equities rather than the legalities of the deadlock submitted to him;

19.5.1.3 be entitled to determine the form and manner in which the deadlock shall be

submitted to him;

19.5.1.4 be entitled to seek and pay for independent advice,

19.6 and his decision, including a decision as to who shall pay his costs and disbursements

incurred on behalf of the parties to the deadlock, shall in the absence of manifest error

be final and binding upon all parties to or affected by such deadlock.

20. NOTICES

20.1 The Parties choose for the purposes of this Trust Deed the following addresses and/or

telefax numbers:

20.2 The Founder and the Trustees:

Address P O Box 79138 Senderwood 2145

Telephone: (011) 4793725 Telefax: (011) 4533177 E-mail: sahetitrust@saheti.co.za

20.3 Any legal process to be served on any of the Parties may be served on it at the physical

address specified for it in clause 20.1 and it chooses that address as its domicilium

citandi et executandi for all purposes under this Trust Deed.

20.4 A Party who gives a notice or other communication to any other Party in terms of this

Trust Deed shall simultaneously give a copy of such notice or other communication to

the other Parties to this Trust Deed.

20.5 Any notice or other communication to be given to any of the Parties in terms of this Trust

Deed shall be valid and effective only if it is given in writing, provided that any notice

given by telefax or e-mail shall be regarded for this purpose as having been given in

writing.

20.6 A notice to any Party which is sent by registered post in a correctly addressed envelope

to the postal address specified for it in clause 20.1 shall be deemed to have been

received (unless the contrary is proved) within 14 (fourteen) days from the date it was

posted, or which is delivered to the Party by hand at that address shall be deemed to

have been received on the day of delivery, provided it was delivered to a responsible

person during ordinary business hours.

20.7 Each notice by telefax to a Party at the telefax number or e-mail address specified for it

in clause 20.1 shall be deemed to have been received (unless the contrary is proved)

within 24 (twenty four) hours of transmission if it is transmitted during normal business

hours of the receiving Party or within 24 (twenty four) hours of the beginning of the next

Business Day at the destination after it is transmitted, if it is transmitted outside those

business hours.

20.8 Notwithstanding anything to the contrary in this clause 20, a written notice or other

communication actually received by any Party shall be adequate written notice or

communication to it notwithstanding that the notice was not sent to or delivered at its

chosen address.

20.9 Any Party may by written notice to the other Parties change its address, telefax number

or e-mail address for the purposes of clause 20.1 to any other address (other than in the

case of the physical address for a post office box number) provided that the change shall

become effective on the 7th (seventh) day after the receipt of the notice.

21. COUNTERPARTS

This Trust Deed may not be signed in counterparts

SIGNED at on 2016.

For: THE GOVERNING BODY OF THE SOUTH

AFRICAN HELLENIC EDUCATIONAL AND EDUCATIONAL INSTITUTE (as Founder)

_______________________________ Signatory:

Capacity:

Authority: SIGNED at on 2016.

_______________________________ Dr Azar Paul Jammine (as Trustee)

SIGNED at on 2016. _______________________________ Mr Spyros Bylos (as Trustee)

SIGNED at on 2016.

_______________________________ Mr Peter Economides (as Trustee) SIGNED at on 2016.

_______________________________ Mr Costa Economou (as Trustee)