Baxi Partnership Limited Trusts Act 2000

14 COMPOSITION OF THE TRUSTEE BODY

14.1 The statutory power of appointing new or additional Trustees shall apply and shall be exercisable by the Trustees in accordance with sub-clauses 14.2 to 14.11 below.

14.2 The number of the Trustees shall be maintained as at least three and not more than seven.

14.3 One or more of the Trustees may (but need not be) Employees or paid officers of companies within Baxi Group.

14.4 One at least of the Trustees shall be a person who is not an Employee or a paid officer of a company within Baxi Group.

14.5 At the first meeting of the Trustees in each year one third of the Trustees or if their number is not three or a multiple of three the number nearest to one third shall retire as trustees of this Deed, provided that the retiring Trustee or Trustees shall be counted as forming part of the number of the Trustees for the purposes of sub-clause 14.2 above and shall retain jointly with the other Trustee or Trustees the power of appointment for the purposes of sub-clause 14.1 above until such time as he or they have been formally discharged by deed from these trusts.

14.6 Those of the Trustees to retire by rotation as aforesaid shall be those who have been longest in office since their last appointment but as between persons who became or were last appointed Trustees on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

14.7 At the first meeting of the Trustees in each year any Trustee who is aged seventy years or above shall retire as a Trustee of this Deed and shall not be eligible for reappointment.

14.8 Any Trustee who is obliged to retire under sub-clause 14.7 above at any meeting of the Trustees shall be ignored in calculating the number of Trustees to retire under sub-clause 14.5 above at that meeting.

14.9 Any Trustee retiring by rotation under sub-clause 14.5 above may be reappointed as Trustee if he offers himself for reappointment, provided that he shall not be eligible for reappointment upon service on him of notice to that effect signed by the majority of the Trustees (excluding the Trustee offering himself for reappointment).

14.10 A Trustee retiring by rotation at any meeting of the Trustees under sub-clause 14.5 above shall if he offers himself for reappointment be deemed to have been reappointed unless notice has been given to him in accordance with the proviso to sub-clause 14.9 above or at the meeting it is resolved not to fill the vacancy or a resolution for his reappointment is put to the meeting and lost.

14.11 Any Trustee who retires under sub-clause 14.5 above or otherwise at any meeting of the Trustees may sign a notice given under the proviso to sub-clause 14.9 above in respect of the reappointment of any of the Trustees retiring under sub-clause 14.5 above at that meeting other than himself and in determining whether any such notice has been signed by a majority of the Trustees or whether any resolution put to the Trustees at that meeting under sub-clause 14.10 above has been passed all the Trustees shall be counted including those retiring at that meeting but excluding the Trustee whose re-appointment is in question.