Baxi Partnership Limited Trusts Act 2000 (c. 4)

SCHEDULE Substituted provisions of employee benefit trust dated 7th March 1984

23 POWER OF THE TRUSTEES TO AMEND THE PROVISIONS OF THIS DEED OTHER THAN CERTAIN CORE PROVISIONS

23.1 Subject as provided in sub-clauses 23.2 and 26.1 below, the Trustees shall have power at any time by deed to alter or add to all or any of the provisions of this Deed in any respect including without limitation the powers and discretions conferred upon them.

23.2 Sub-clause 23.1 above does not give any power to alter or to add to any of the following provisions of this Deed—

(a) Clause 2 (main purpose of the Trust);

(b) Clause 5 (Employee Ownership through the Trustees retaining a controlling interest in BPL);

(c) Clause 7 (provisions to take effect on the insolvent liquidation of BPL);

(d) this Clause 23;

(e) Clauses 24, 25, 26, 27 and 28 (amendment powers); and

(f) the definitions set out in Clause 1 insofar as they apply for the purposes of the above mentioned Clauses.