·•.

. ...

(

(

_. pwc

U-Plus Trust Deed

U-Plus Pty Ltd (ACN 164 305 284) (Trustee)

Coverforce Pty Limited (ACN 067 079 261) (Coverforce)

Construction Forestry Mining and Energy Union, Construction and General Division, New South Wales B1•anch (ABN 17 524 350 156) (CFMEU)

CFT.001.001.011C

r- ................. - ....... ,_ ............. _._,_,_ ....... _, ___ , __ ,_,_, ...... - ......... _._, .... _, ... _ ....... _ ..... - ..... _ ........................ _._ ,_ ......... ,_ .. I

Priem.oo.tuhouseCoo}H!ro, ABN 5Jl78o 433 767 Darling Park Tower 2, 201 SUssex Slffl!t, GPO BOX 2650, SYDNEY NSW ll7l T: +61 2 8266 oooo, F: +61 • 8266 9999, www.pwc.oom.<ru/(egal

Ret: 151561SO/Ul01: JC:SM:SS

CFT.001.001.0111

... ) . .. Fixed 1rus.t Deed

Contents 1. De1initions and Intezpretation 3

2. Declaration and Name ofTrust 7

3· Assets 7

... Income and Distributions 8

s. Payments 8

6. Powers of the Trustee 9

1· R.etil:cment of Trustee 10

8. Notices to Beneficiaries 10

( ( 9· Notices to·tho Trustee 11

10. Rlghts and liabilities of Trustee 11

11. Limitation ofliabUity and indemnity in favour of Trustee 12

12. Liability or the Beneficiaries 12

13· Remuneration and expenses of Trustee l3

14· Duration or the Trust 14

15· Procedure on termination 15

16. Amendments to this Deed 15

'7· Direction of Beneficiaries 15

(

p..c I Ref! 151581500.001: JC:SM:BS

(

(

' . ' . .

CFT.001.001.0112

Fbclld Trust Dad

Date

PaT' ties Name

ACN Description

Notice detalla

Name

ACN

Description

Notice details

Name

ABN

Description

Notice details

Background

Omce of Slato Revenue NSWll'easury

Noc 105599219 2565 11-Plus Ptyltd Dllr. $500- liMIIIl-;~1 164 305 Z84 Auldl!.lk ________ _

Tl-ustce U· lo·!'i I

Leve1t2, 9 Castlereagh Street Sydney NSW 2000

Facsimile: 02 921131.333 Email: jill!,JJ\gelis @coverforce.eom.au Attention: James Angelis

Coverfon:e Ply Umited

o6707926t

Coveri'oree

Chief Executive

Facsimile: 02 9~ '133S Email: jim_an;gelis@ooverforce.com.au Attention: James Angel is

Construction Forestry Mining and EnetSY Union, Construction and General Division, New South Wa1es Branch

17 524 350 156

CPMBU

12 Railway Street Lidcombe NSW 2l4J. FacshnUe:97493678 Email: rmallia@nsw.cfmeu.un.au Attention: Rita Mallia

A. The Tl:ust is being established for the purposes of carrying on a trading business or insurance brokiog activities ()Juslness).

B. The Beneficiaries will be entitled to a fixed proportion of the income of the Business in accordance with the tenns ofthis Deed.

C. The terms on which the Trust is estahlished are set out In this need.

Pv.c I Ref.1516815M.001: JC:SM:BS 2

··. . · ..

CFT.001 .001 .011 3

Fixed Trust Deed

This Deed witnesses as follows

1. Dfdinitions and Interpretation

1.1 Definitions

In this Deed unless the context otherwise requires:

Accounting Standards means:

(a) to the extent to which they apply, the accounting standards approved under the Corporations Act and the requirements of that Jaw about the preparation and content of accounts; and

(b) generally accepted and consistently applied accounting principles, policies and practices and procedures in Australia that are acceptable to the Australian Accounting Standards Board, except thOse inconsistent with the standards or requirements reforrcd to in paragraph (a) of this definition.

Agreed Entitlement means, in respect of:

(a) Covcrforcc, so.oos% of the Distributable Income: and

(b) CFMEU, 49.995% ofthe Distn'butable Income.

ASIC means the Australian Seeudtles and Investments Commission or any regulatory body which replaces it or performs its functions.

Assets means all the property, rights and income of the Trust, but not any amount in the distn'bution account.

Bene6elarles means Coverforce and CFM.EU, each a Beneficiary.

Business Day means a dey on which banks are open for general banldng business in Sydney, excluding Saturdays, Sundays or public holidays in Sydney.

Corporations Act means the Corporations Act 2001 (Cth), as in force from time to time.

Deed means this deed and all schedules, annexures and attachments to it, as amended in writing in accordance with its terms.

Dispose, in respect of a Present Entitlement, means to seD, transfer, create a trust over, alienate, redeem or encumber the Present Entitlement or the right to exercise any votes attached to the Present Entitlement.

Distributable Income has the meaning as given in clause 4.1(a).

Distribution Calculation Date means the last day of each Financial Year and such other days as the Trustee designates.

"'-C I Ref: 161~16CIL001: JC:SM<SS 3

(

(

CFT.001.001 .0114

Fixed l'nJ>t O<ed

Distribution Period means:

{a) fot the first distribution period, the ptrlod from the establishment of the 'l'ruot to the next Distn'bution Calculation Date;

(b) for the last di~tribution period, the petiod f\·om the day after the preceding Distribution Calculation Date to the date of distdbution on winding up of the Trust; and

(e) in all other cireumstanco., the pttiod from the day after the preoeding Distribution C..leulation Date to the next occurring Distribution Calculation Date.

Financial Year means:

(a) for tile first financial year, the period from the establishment of the Trust to the next 30 June;

(b) for the last financial yeat, the ptriod from 1 July before the date the Trust terminates to the date of distribution on winding up of the Trust;

(e) subject to paragraphs (a), (b) and (d), tbe12 month period ending on so June in each year; or

(d) sueh other period as the Trustee may determine.

Government Agency.mean.s any government or governmental, semi-govemmcnta1J odministrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or loeal.

GST means goods and services under tho GST Law.

GST Act means A New Tax System (Goods and Services Tax)Acll999 (Ctb), as in force from time to time.

GST Law has the same meaning as in the GST Act.

Initial Tru.rtee means l1-Plus l'ty Ltd {hCN 164 305 284).

L!abUities means all present liabilities of the Trust Including any provision \Vhich the Trustee decides should be taken into account in determining the liabilities of the Trust.

Present Entitlement means, in respect of a Beneficiary, the proportion of the Distributable Income to which that Beneficiacy is entitled to receive under clause 4.2(a).

True means any tex,levy, charge, impost, duty, fee, deduction, eompul$ory loan or \Vithbolding, which is assessed. levied, imposed or collected by any Government Agency and includes, but is not limited to any tax payable under the G3T Act or any amount recovered from the Trustee by way of reimbursement of GST or any amount included either expressly or impliedly in an amount paid or payable by the Trustee on account of GI>'T, together with interest and penalties.

Tax Act means the Income Tax A.o;scssment Act 1936 (1936 Act), the Income Tax Asseo;sment Act 1997 (1997 Act) or beth the 1936Act and the 1997 Act, as appropriate.

Tl'Ust means the fixed tr'l.lSt constituted under or governed by this Deed.

p~,c 1 Ref: 15166 t601L001 : JC:sr~tSS •

-. · ..

(

CFT.001.001.0115

Axod Trull Deed

Trustee means the trustee of the Trust from time to time, which at the date of declaration of the Trust is the Initial Trustee.

Valuer means an independent and suitably qualified valuer as agreed or appointed by the Prosident for the time being ofTbeAustrallan Institute of Valuers.

1.2 Interpretation

In this Deed headings aro for convenience only and do not affect the interpretation of this Deed and, unle.-;s the context otherwise requires:

(a) words importing the singular include the plural and vice versa;

(b) words importing a gender inclnde any gender;

(c) where a word or phrase is given a particular meaning, other parts of speech end grammatical forms of a word or phrase defined in this Deed have a corresponding meaning;

(d) an expression importing a natural person includes any individual, eompany, partnership, joint venture, association, corporation or other body corporate and any Government Agency;

(e) when the day on ~hich something must be done is not a Busioess Day, that thing must be done on the following Business Day;

(f) an agreement, provision or eonditlon on the part of or in favour of two or more persons binda or Is £or the benefit of them jointly and severally;

(g) in determining the time of day where relevant to this Deed, tbe relevant time of day is the time of day in the place where the party requirod to perform the obligation is loeated; and

(h) a reference to:

(i) any tbing (including any right) includes a part of that thing but nothing in this clause 1.2

implies that perfotmance of part o{ au obUgation constitutes performance of the obligation;

(ii) a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this Deed and a reference to this Deed includes any annexure, exhibit and schedule;

Oil) a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or byalaws amendingJ consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

(iv) a doeoment (including this Deed) Includes all amendments or supplements to, or replacements or novations of, that document;

(v) an agreement other than this Deed includes an undertaking, deed, agroement or legally enforceable anangement or understanding whether or not in writingi

Pv.C 1 Ret 1515616011.001: JC:SM:BS 5

(

CFT.001 .001.0116

Fixed T1U$t Deed

(vi) an asset includes all property of any nature, including, but not limited to, a business, and all rights, revenues and benefits;

(vii) a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind;

(viii) a party to a document includes that part;y's executors, administrators, successors, substitutes (Including persons taking by novation) and permitted assigns;

(ix) "including", •for example" or •such as" when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

(x) "law" includes legislation, the rules of the general law, including common law and equity, and any judgment order or decree, declaration or ruling of a cdurt of competent jurisdiction or governmental agency binding on a p~n or tho assets of that JH)I'SOn; and

(xi) a monetary amount is a reference to Australian Dollars.

L3 Other documents

A document does not beco111e part of this Deed by reason only of that dOCUlllent referring to this Deed or vice ver.a, or any electronic link between them.

1.4 Deed legally binding

This Deed binds the Trustee and the Beneficiaries oc any person claiming through any of them in accordance with its terms (as amended from time to time) as if each of them had been a party to this Deed.

1.5 Prohibition or enforceability

(a) Any provision of, or the application of any provision of this Deed, which is prohibited, void, illegal or unenforceable in any jurisdiction:

(i) is, in that juti$dietion, i.ncffactive only to the extent to whic:h it is void, illegal, unenforceable or prohibited;

(ii) does not affect the validity, legality or enforceability of that provision in any other juri&dlction or of the remaining provisions ofthls Deed in that or any other jurisdiction; and

(ill) issev....,ble from this Deed and will not affect the remainiug provisions of this Deed.

(b) The application of this clause 1.5 is not limited by any other provision of this Deed in relation to severability, prohlbition or enforceability.

1.6 Governing law and jurisdiction

This Deed is governed by the laws of New South Wales.

1'1\C I Rot 1515615DilDOI: JC:SM:BS 8

(

CFT.001.001.0117

Rxed Trusl Deed

1.7 Other obligations excluded

Except as required by the Corporations Act, all obligations of the Trustee which might othen"se be· implied or imposed by law or equity are expressly excluded to the extent permitted by law, including without limitation any obligation of the Trustee in its capacity as trustee of the Trust arising under any statute.

:1. Declaration and Name ofTrust

2.1 Declaration ofTru.st

2.2

The Trustee hereby declares that it holds the sum of $to.oo on trust for the Beneficiaries pursuant to the terms of thls Deed.

NameofTrust

The Trust is called the U-Pius Trust or by such other naroe as the Trustee determines from time to

time.

Assets

Asseb on trust

The Trustee must hold the Assets on trust for the Beneficiaries.

3.2 AS-sets vest tn the Trustee

The Assets vest in the Trustee, but must be clearly identified as property of the Trust and held separately from the assets of the Trustee.

3·3 Valuation

(a) The Trustee may cause the.Ass:et.s to be valued at anytime by a Valuer.

(b) The Valuer must value the Assets:

(i) as at the end of each Pinancial Year during the existence of the Trust; and

(ii) as required to allow a Beneficiary's interest to the Present Entitlement to be redeemed in accordance with the terms of thls Deed.

(c) The Valuer must value the Assets at the then market value using applicable Acoounting Standards.

(d) The determination by the Valuer for any purposes contemplated in this Deed is final and binding on ali Beneficiaries and the Trustee.

PWC I Rot 1515616011.001: Jc:sM$5 7

(

(

CFT.001.001.011 E

Axed Trust Deed

4· Income and Distributions

4·' Distributable income

(a) The Trustee must determlnc tl1e distributable inoome of the Trust for each Financial Ycru· (Distributable Income).

(b) Unless the Trustee determines otherwise prior to the end ofthe Financial Year, distributable income will be:

(i) caleulate<l in accordance with genemlly accepted accounting principles; but

(ii) not less than the amount which if distributed would prevent the Trustee being liable to tax on the income of the Trust.

4.2 Present entltlement

(a) Eaeh Beneficiary is presently entitled to receive the Distributable Income in accordance with their respective Agreed Entitlements.

(b) The Trustee must distribute the Distributable Income in accordance with the Agreed Enti~emenls. ·

4-3 Satisfaction of Present EntitlCJJlent

(a) The Present Entitlement ofthe Beneficiaries will be satisfied hy the payment of the Distributable Income to the Beneficiaries within three months after the Distribution calculation Date.

(b) The Beneficiaries must accept receipt of any distributions, ineludiDg receipt of any Distributable Income, made by the Tru•tee in accordance "ith thls Deed.

4·4 Separate accounts

The Trust&e may:

(a) keep sepamte accounts of different categories or sources of income, or deductions or credits for tax purposes; and

(b) allocate income, deductions or credits from a particular category or source to the Beneficiaries.

5· Payments

5.1 Payment of money

Money payable by tho Trustee to the Beneficiaries may be paid in any manner the Trustee decides.

5.2 No fractions

Only whole cents are to be paid, and any remaining fraction of a cent becomes an Asset.

PwC I Ret 1S1561SOo1.001: JC:SM:BS 8

.. . ' .

(

(

CFT.001.001.011 ~

Floold Trust Deod

5.3 Deductions

The Trustee may deduct from any amount to be paid to, or received from the Beneficiaries any:

(a) amount ofTax (or an estimate of it); or

(h) other amount owed by the Beneficiaries to the Trustee or any other pmon,

which the Trust co Is required or authorised to deduct in respect of that payment or receipt by law or by this Deed or which the Trustee considers should be deducted.

6.

6.1

6.2

Powers of the Trustee

<l<!neral powers

Subject to this Deed, the Trustee bas all the powers ln respec:t of the Trust that It Is possible under the law to confer on a trustee and as though it were the absolute owner of the Assets and acting in Us personal capacity.

Contracting powers

Wilheut limiting clause 6.1, the Trustee in its capacity as trustee of the Trust bas power to borrow or raise money (whether or not on security) and to incur al\lyj>.es of obligations and liabilities.

6.3 Investment powers

Without limiting clause 6.1 but subjec:t to clauses 6.6 and 17, tbe1i"ustee may in its capacity as trustee of the Trust invest in, dispose of or otherwise deal with property and rights in its absolute discretion.

6.4 Power of delegation

(a) The Trustee may a_uthorise any person to act as its agent or delegate (in the case of a joint appointment, jointly and severally) to hold title to any Asset, perform any act or exercise any discretion within the Trustee's power, including the power to appoint in turn its own agent or delegate.

(h) The Trustee ntay include in the authorisation provisions to protect and assist those dealing with the agent or delegate as the Trustee thinks fit.

(c) The agent or delegate may he an associate of the Trustee.

6.5 Exercise of discretion

Subject to clauses 6.6 and 17, the Trustee may in itubsolute discretion decide how and when to exercise its powers.

6.6 Dlseretion limited

The Trustee ntay not exercise its powers in a manner or to an extent that would cause the Trust to be subject to entity taxation as a non-fixed trust.

PwC l Ref.1511!61&01L001: JC:SM:B$ 9

·. . .. . ..

"(

CFT.001.001.012C

1'he Trustee m~st not &1ft any ofthe Assets to the Beneficiaries or to any third party.

6.8 Disposal and dealings

Other than on termination of the Trust, the Beneficia1ies must not Dispose or otherwise deal with their respective Present Entitlement.

6.9 Additional Beneficiaries

The Trustee must not permit any person who Is not a Beneficiary to receivo any di•tributiorunnade under this Deed.

7· Retirement ofTrustee

7.1 Voluntary retire01ent

(a) The Trustee may Ntire on not less than one month's notice to esch Beneficiary or such shorter notice as the Beneficiaries may otherwise agree.

(b) On retirement, the Trustee may, with tbe approval of the Beneficiaries, appoint in writing another person to be the Trustee.

7.2 New Trustee

At the time the Trustee is to retire, any proposed replacement trustee must execute a deed by which it covenants to be bound by this Deed and the new replaoement'frustee will thereafter exercise all the powers and enjoy all the rights and be subject to all duties and obligations of the Trustee as if it had originally been a PartY to it.

7·3 Release

When it retires or is removed, the Trustee is relessed from all obligations in <:elation to the 'l'ru$t arising after the time it retires or is removed.

7·4 VestAssets

On retirement or removal, the Trustee must:

(a) vest or cause to be vested In the new replacement Trustee the Assets; and

(b) deliver to the new replacement Trustee all books, documents, records and other property relating to the Trust

8. Notices to Beneficiaries

(a) A notioe or other communication required under thls Deed to be given to the Beneficiaries must be given in writing (which includes a fax and eniail) orin SQchother manner as the Trustee determines. and be delivered or sent to the Beneficiaries at their physical or electronic address last advised to the Trustee for delivery of notices.

Pv.C I Rei: 151158150/1.001: JC:Shf.SS 10

(

CFT.001.001.0121

Axed Trust Oesd

()>) A cheque payable to a Benefieiruymay be posted to the Beneficiary's pllysicaladdr..,. or handed to a BeneficiaiY or a person authorised in writing by that Beneficiary.

(c) A notice, cheque or other communication is taken to be received by a Beneficiacy if by:

(i) deliveJ.y ln person, when delivered to the Beneficiruy;

(il) prepaid express post, on the second Busin..,. Day after the date of posting;

(ili) post 3 Business Days from and including the date of postage; or

(iv) subject to (e) below, fa< .. imile transmi$sion, at tbe time shown in the transmission report generated by the machine from which the facsimile was sent; and

(d) subjectto (e) below, electronic mail (e·mail), four hours after the sent time (as recorded on the sender's e-mail server), unless the sender receives a notice from the Beneficiary's email server or internet service provider that the message has not been delivered to the lleneficiaiY.

(e) Legible notices and communications and receipt outside business hours

(i) A facsimile transmission or e·mail is regarded as legibly received unless the Benefielruy telephones the sender within 4 hours after the transmission or e-mail is received or regarded as received under clause 8(d) and informs the sender that itls not legible.

(il) Despite clause S(c), if a Notiec is reoei•ed or taken to be received under this clause 8 after 4:00pm in the place of receipt or on a non-Business Day, it is taken to be received at g:ooam (Beneficiary's time) on the following Business Day and take effect from that time unless a later time is specified in the notice or other communication.

9· Notices to the Trustee

(a) A notice required under this Deed to be given to the Trustee must be given in writing (which includes a fax or email). or in such other manner as the Trustee determines.

()>) The notice is effective only at the time of receipt.

(c) The notice must bear the actual, facsimile or electronic signatw"e of the lleneficimy or a duly authorised officer or representative of tbe Beneficiruy unless the Trustee dispenses with this requirement.

10. Rights and liabilities of Trustee

10.1 Trustee m.ay rely

The Trustee may take and act upon:

(a) the opini<>n or advice of counsel or solicitors, whether or not instructed by the Trustee, in relation to the interpretation of tbls Deed or any other document (whether statutory or otl,erwise) or generally in connection with the Trust;

1'\.c 1 Ref: 151S61601Ul01: JC:SM:6S 11

•.

(

I

!·

CFT.001.001.0122

Fixed Trust Deed

(b) advice. opinions, statements or information from any bankers, acoountants, auditors, valuers and other persons consulted by the Trustee who are in each case believed by the Trustee in_good faith to be expert in relation to the matters upon which they are consulted;

(c) a document which the Trustee believes in good faith to be the original or a copy of an appointment by the Beneficiaries of a person to act as their agent for any purpose connected with the Trust; and

(d) any other document provided to the Trustee in connection with the Trust upon which it is reasonable for the 1htstee to rely;

and the Trustee will not be Hable for anything done, suffered or omitted by it in good faith in reliance upon such opinion, advice, statement, information or document.

11. Limitation of liability and indemnity infavour qfTrustee

u.1 Limitation on Tru$tee's Hablllty

(a) If the Trustee acts in good faith and without gross negligence, it is not liable in cop tract, tort or otherwise to the Beneficiaries for any loss suffered in any way relating to the Trust.

(b) Subject to the Corporatlbns Act, the Hability of the Trustee to any person other than the Beneficiaries in respect of the Trust (including in respect of any oontraets entered into as truotee of the Trustor in relation to any .Assets) is limited to the Trustee's ~bilityto be indenmified from the Assets.

u.2 Indemnity in favour of Trustee

(a) The Trustee is entitled to be indemnified out of the .Assets for any liability incurred by it in properly perfooning or exercising any of its powers or duties in relation to the Trust.

(b) To the extent permitted by the Corporations Act, (if the Corporations Act appli"!', and otherwise without limitation), the indemnity under clause 11.2(a) include. allY liability incurred as a result of any act or omission of a delegate or agent appointed by the Trustee.

(c) This indemnity is in addition to any indemnity allowed by law and continues to apply after the Trustee retires or is removed as truotee of the Trust.

1.2. Liability of the Beruificiaries

12.1

12.2

Uability limited

The Beneficiaries need not indemnify the Trustee If there is a deficiency in the Assets or meet the claim ofany creditor of the Trustee in respect of the Trust.

Uability for Tax

Tho Trustee is entitled to be lndomnlfled by the Beneficiaries to the extent that the Trustee incurs any liability for Tax as a result of the Beneficiaries' action or inaction, or as a resu)t of an act or omission requested by the Beneficiaries.

P\.c 1 Ref: 15156150/tOOl: JC:SM:BS 12

'•

(

CFT.001.001.012~

Fixed Trust O.ed

12.3 RecoUl'lle

In the absence of separate agreement with the Beneficiaries, the reeourse of tl1e Trustee and any creditor is limited to the Assets.

13. Remuneration and expenses o[Trustee

13.1 E><penses

All expenses incurred by the Trustee in connection with the Trust arc payable or reimbursable out of the Assets. This includes expenses connected with:

(a) this Deed and the formation of the Trust;

(b) the acquisition, dlsposal, insurance, custody and any other dealing with Assets;

(c) any proposed acquisition, disposal or other dealing with an investment;

(d) the adnrlnistration or management of the Trust or its Assets and Liabilities;

(e) borrowing arrangements on behalf of the Trust or guarantees in connection with the Trust, including hed!,1ng costs;

(f) Tax, including any amount charged by a supplier of goods or sel'Vice$, or both, to the Trustee by way of or as a reimbursement for GST;

(g) financial institution fees;

(h) the engagement of agents, valuero, eontractoro and advisers (including legal advisers) whether or not the agents, valuers, contractors or advisers are associates of tbe Trustee;

(I) preparation and audit of the taxation returns and accounts of the Trust;

(j) tcrnrlnation of the Trust and the ret(rement or removal of the Trustee and the appointment of a replacement;

(k) any oourt proceedings, arbitration or other dispute eo,neerning a Trust including proceedings against the Trustee, except to the extent that the Trustee is fouod by a oourt to be in breach of trust or to have been grossly negligent, in which ease any expenses paid or reimbursed under this clause JS.t(k) must tie repaid;

0) the preparation, implementation, amendment a.nd audit of the oompliance plan; and

(m) complying with any law, and any request or requirement of the ASIC.

(a) Definitions

(i) In this clause JS.2 the expresoions "acijustmenl note", "consideration", "CST", "supply", ~ax invoice", "auppUer", 11recipient" and .. taxable &upplY' have the meaning& given to those espressions in the GST Act.

PwC I Ref: tGt56tGOil00t: JC:SM:BS 13

..

(

(

CFT.001.001.012-'

Flxed Trust Deed

(il) For the avoidance of doubt, "GST" cxcludO$ any ~allies or additional tax imposed in relation to the GST.

(h) Sums exclude GST

Unl0$s otherwise expressly stated, the oonsideration to be provided or payment obligation under this Deed is exclusive of GST.

(c) Responsibility for GST

(d)

(i) Despite any oUter provision in this Deed, if GST is imposed on any supply made under this Deed, the recipient must pay to the supplier an amount equal to the GST payable on the supply.

(i!) The recipient must pay the amount referred to in clauscJ3.2(c)(i) in addition to and atthe same time aa paymant for the supply it required to be made under this Deed.

(iii) The supplier will be responsible for any GST ~allies, interest or additional tax imposed on the supplier and attributable to its act or omission.

Tax invoice

If a supply is made to which GST applies or is varied under tbls Deed, the supplier must provide ·to the recipient of the supply a"Valid tax invoice or a<ijustment note at or before the time of payment or variation.

(c)' Adjustment

If the amount of GST paid or payable by the supplier on any supply made under tbls Deed differs from the amount of GSTpaid by the recipient, because the Commissioner of Taxation lawfully adjusts the value of the taxable supply fur the purpose of calculating GST, then the amount of GST paid by the recipient will be adju.<ted accordingly by a further payment by the recipient to the supplier or the supplier to the reclP,ient, as the case requires.

14. Duration of the Trust

14.1 lnitfalsettlement

The Trust commence$ on the date this Deed Is executed by the Trustee.

14.2 Termination

The Trust terminates on the earliest of:

(a) the So,. anniversary of the day before the Trust commenced;

(h) if the Trustee receives notice from the Beoeficiari()S in accordance with clause 14.3, the date specified by the Trustee as the date of termination of the Trust In a notice given to the Beneficiaries; and

(c) date on which' th~ Trust terminat()S in accordance with an oilier provision of this Deed or by Jaw.

p,c I Ret 1515815QIL001: JC:SM:SS 14

. ' ' •

CFT.001 .001 .012!:

FiXed Trusl Deed

14·3 Termination by dhoeetion of Beneficiaries

(a) 'the 'l'rustee must terminate the 'l'rust if the Beneficiaries unanimously resolve to terminate this 'l'rust and direct the Trustee, in writing, to do so.

(b) Unless otherwise contrary to law, termination of the 'l'tust must only be made in aeoordance with the directions given by the Beneficiaries.

15. Procedure on tennination

15.1 Realisation of Assets

(a) Following termination, the 'l'rustee must realise the As$ets.

(b) The realisation of Assets must, if practicable, be completed within t8o days oftermination, and lf not as soon as possible after that.

15-2 Distribution following termination

(a) The net proeeeds of realisatlon, all:er making allowance for all Liabilities of the 'l'tust (actual and anticipated) and meeting the expenses (including anticipated expenses) of the termi.oation, must be distributed to the Beneficiaries in the same proportions as their respective Present Entitlement.

(b) The 'l'rustee may distribute proceeds of realisation In instalments.

1.6. Amendments to this Deed

(a) Subject to t6(b ), the provisions of this Deed or a right or obligation created under it may not be varied except in writing and signed by aU the parties.

(b) The provisions of this Deed with respect to the Beneficiaries' entitlement to distributions made by the nustee under this Deed must not be varied or terminated, unless otherwise required by law.

17. Direction of Ben(ficiaries

(a) The 'l'rustee must act in accordance with the directions given from time to time by the Beneficiaries.

(b) The 'l'tustee may seek directions from the Beneficiaries on any matter.

1'>\C! Rer. 1515615011.001: JC:SM:BS 15

~(

(

. . • ...

Signing Page

Executed u a deed

SIGNED SEALED and DBLIVERIID by U·

PLUS PlY LTD (ACN 164 305 284) by two

Directors or a Director and Secretary in accordance with s.127 of the Corporations Act 2001:

~,SL James AC)gells

Print PuB Name of Signatory

SIGNED SHALIID and DELJVERRD by COVBRFOltCE PIYLJMri'ED (ACN o67 079 a61) by two Directors ol' a Director and Secretary in accordance with s.127 of the Co1porations Act 20 01:

~--~ J~mes Angelis

Yrint l"ull Name of Signatory

SIGNED SEALED and DELWBRBD by OONSTRUCfiON iFORBST.RYMININO

AND BNEilGY UNION, CONSTRUCTION AND GENRRAL

DIVISION, NEW SOUI'H WALES BRANCH (ABN 17 524 350 156) by its duly

i~ P.d.nt li\111 Name and Position of Signatory

..-::-:-5\f<r e:. ?;;cl!1;-t 1 f>tawy

P\I.C I Ref: 16156150/l001: JC:SM:BS

Signatul'e of Director/Seeretaryl'

&mt Fullame of Signatory

• D~mu~rdoesoot~ly

Print Full Name of Signatory • Dcld:c whkll-does Dot apply

Signature

Print Full Name and Po.sition of Signatory

CFT.001 .001.012E

16