All those parcels of land situated in the Gisborne Land District, with a total land area of 244.5881 hectares, a little more or less, described as follows:

DEED OF TRUST dated this 30th day of October 2001

PARTIES:

• (1)MAUI TE KOTUKU TANGOHAU, Trust Manager, of Tolaga Bay

• STANLEY JOSEPH PARDOE, Company Director, of Gisborne

• ALAN TE KAURU MATETE HARONGA, Retired, of Gisborne

• ERIC JOHN TUPAI RURU, Forestry Company Proprietor, of Gisborne

• DR PARE ARETA KEIHA, Academic, of Auckland

• WIREMU PARE KEIHA, Retired Farmer, of Whakatane

• ALBERT TANIWHA HORSFALL, Farm Consultant, of Gisborne

• PEHIMANA HAAPU BROWN, Farmer, of Gisborne

• IAN THORNLEY WHITE, Retired Farmer, of Gisborne

• as (“the Settlors”)

• (2)The first Trustees of the Trust who are specified under clause 7.2 of this Deed.

• 1.1In this Deed the expression “the Trust property” means:

  • 1.1.1The property vested in the trustees by section 6(2) of the Te Whanau-a-Taupara Trust Empowering Act (which property includes the land described in Annex ‘A’ to this Deed); and

  • 1.1.2Any money, investments, or other property of whatever sort which, after the commencement of the Te Whanau-a-Taupara Trust Empowering Act, is given to, transferred to, purchased by or otherwise acquired by the Trustees for the purposes of the trusts declared by this Deed; and

  • 1.1.3All property from time to time derived from or representing:

    • 1.1.3.1property described in paragraph 1.1.1 of this clause; or

    • 1.1.3.2money, investments, or other property described in paragraph 1.1.2 of this clause.

• 2.1The beneficiaries of this Trust shall be those persons in New Zealand who:

  • 2.1.1whakapapa to Taupara; and

  • 2.1.2hold manawhenua status over the land described in Annex ‘A’ to this Deed:

  and in this Deed the expression “beneficiaries” includes all or any of such persons and the expression “beneficiary” has a corresponding meaning.

• 3.1The Trustees declare that they shall hold the Trust property UPON TRUST to promote the educational and vocational training of beneficiaries, residential care of beneficiaries in relation to their educational and vocational training, spiritual welfare (including Tauparatanga) and the relief of poverty and provision of social support and care for indigent or impoverished beneficiaries as set out in this Deed and with the purposes and powers set out in this Deed.

• 3.2The trusts created by this Deed are to be known as “Te Whanau-a-Taupara Trust” or by such other name as approved by the Registrar of Incorporated Societies.

• 4.1The Trust is primarily established to promote the educational needs of the beneficiaries. In order to promote this primary purpose, the Trustees may in their sole discretion do all or any of the following:

  • 4.1.1Provide, or arrange, for the training and education of children, adolescents and all other members entitled to be considered beneficiaries of the Trust:

  • 4.1.2Provide scholarships and financial support for beneficiaries for educational or vocational purposes:

  • 4.1.3Make grants or loans generally for the purpose of assisting with the educational training of beneficiaries for any employment or vocation:

  • 4.1.4Make grants or loans to funds established, or bodies formed, for the promotion of the education of the beneficiaries or for the beneficiaries to obtain training or practical experience necessary or desirable for any trade or occupation:

  • 4.1.5Provide books, clothing and other equipment for beneficiaries and make grants for such purpose:

  • 4.1.6Provide, maintain or contribute towards the cost of residential accommodation for beneficiaries in relation to their educational training:

  • 4.1.7Do all acts, matters or things that promote the purposes set out at subclauses 4.1.1 to 4.1.6.

• 4.2In the exercise of their discretion under clause 4.1 of this Deed, the Trustees shall consider and give weight in each case to the extent to which a beneficiary has the potential to make a significant contribution to the whanau-a-Taupara and/or society in general.

• 4.3Without in any way restricting or limiting clause 4.1 of this Deed, the secondary purposes of the Trust are to promote the benevolent needs of the beneficiaries, and certain other charitable purposes as outlined in this clause. The Trustees, having concluded in their sole discretion from time to time that satisfactory provision has been made to meet the primary purpose of the Trust, may in order to promote the secondary purposes of the Trust do all or any of the following:

  • 4.3.1Establish, maintain and develop marae as stipulated by the Trustees in the exercise of their sole discretion:

  • 4.3.2Advance the cultural activities, needs or aspirations of any of the beneficiaries:

  • 4.3.3Advance Tauparatanga amongst the beneficiaries:

  • 4.3.4Provide grants, donations, koha and funeral expenses relating to any of the beneficiaries or in a representative capacity on behalf of the beneficiaries:

  • 4.3.5Construct, establish, manage, maintain, repair or improve the Waerenga-a-hika cemetery, urupa, churches, and other religious facilities and institutions, and manage and preserve Wahi Tapu and subsidise or make grants or loans towards the provision of such things:

  • 4.3.6Assist in meeting the costs of whanau development, research and establishment or support of whanau claims:

  • 4.3.7Relieve poverty and make loans or grants towards the relief of indigence or distress among beneficiaries:

  • 4.3.8Do all acts, matters or things that promote the purposes set out at subclauses 4.3.1 to 4.3.7.

• 4.4Without otherwise limiting or restricting any other powers of the Trustees at law or equity or any other express or implied powers of the Trustees set out in this Deed, the Trustees shall not have the power to sell any of the land described in Annex ‘A’ to this Deed.

• 5.1The Trustees shall also have full power in New Zealand:

  • 5.1.1To purchase, erect, build, take on lease or licence or otherwise obtain a use or occupation of any real or personal property of any description:

  • 5.1.2To manage, extend, improve, develop, alter, maintain or repair any real or personal property:

  • 5.1.3Without prejudice to the terms of subclause 5.1.10 of this Deed, to sell or donate any real or personal property on the terms and conditions the Trustees think fit provided that, in accordance with clause 4.4 of this Deed, the land described in Annex ‘A’ to this Deed shall not be subject to this power with the intent that any such dealing with such land must be dealt with by general meeting of the whanau-a-Taupara:

  • 5.1.4To let, lease, sublease, bail or otherwise grant a use or occupation of any real or personal property at such rent and on such terms and conditions (excluding an option to purchase) as the Trustees think fit, and to accept surrenders from, make allowances to and arrangements with a lessee, tenant, sublessee, or bailee, with or without consideration, and generally to manage them as the Trustees think fit:

  • 5.1.5To accept custody, control and management of any real or personal property which may be bequeathed or donated to the Trust and to carry out any trusts attached to gifts or bequests for the benefit of the Trust:

  • 5.1.6To invest all or any monies held by the Trust in any form of investment from time to time:

    • 5.1.6.1Notwithstanding the provisions of section 13C of the Trustee Act 1956 and the likelihood that a Trustee may be a person whose profession, employment, or business is or includes acting as a trustee or investing money on behalf of others, it is hereby declared that the care, diligence and skill to be exercised by the Trustees in exercising any power of investment shall not be that required of such persons by section 13C but shall at all times be the care, diligence and skill that a prudent person of business would exercise in managing the affairs of others:

  • 5.1.7To retain any investments coming into the Trustees' hands under subclause 5.1.6 of this Deed for as long as the Trustees think proper:

  • 5.1.8To adopt such means as the Trust may from time to time determine for the purpose of raising money and for obtaining property for the furtherance of the purposes of the Trust and to accept contributions, collections, donations, legacies, devises, gifts, grants and subsidies for the furtherance of the purposes of the Trust:

  • 5.1.9To borrow or raise money for the furtherance of the purposes of the Trust and no person lending or otherwise providing money or other financial accommodation to the Trust shall be bound to enquire as to the purpose of such borrowing or raising or see to the application of the funds borrowed:

  • 5.1.10To secure in such manner as the Trust should think fit the repayment of any monies borrowed or raised by the Trust over the whole or any part of the Trust property, and from time to time vary or renew the same, and including by the issue of debentures or debenture stock, perpetual or otherwise charged upon all or any of the property of the Trust both present and future or by giving and executing in the prescribed manner, guarantees, indemnities, mortgages, debentures and other security for such repayment or by paying off, redeeming or purchasing any such securities, and the exercise of this power shall not be taken to be the exercise of the powers under subclause 5.1.3 of this Deed:

  • 5.1.11To draw, make, accept, endorse, discount, execute and issue promissory notes, cheques, bills of exchange, warrants and other negotiable securities or transferable instruments:

  • 5.1.12To enter into, seal, execute and perform all agreements, deeds and documents and to do all such other things, acts, deeds or matters as shall be necessary incidental or conducive to the attainment of any of the purposes of the Trust:

  • 5.1.13To employ staff to assist in the work of the Trust at such wages and on such terms and conditions whether by contract or otherwise as may be deemed expedient by the Trust for the time being and to obtain and pay for professional and other advice and services as are deemed necessary for the Trust:

  • 5.1.14To institute, initiate, take or defend and compromise or abandon any legal proceedings or other claims involving the property, rights or affairs of the Trust or the beneficiaries of the Trust:

  • 5.1.15To pay all or any of the costs and expenses incurred in and in connection with the incorporation and establishment of the Trust:

  • 5.1.16To acquire and hold whatever leases, quota, licences or other forms of legal interest as may be required for the attainment of the purposes of the Trust:

  • 5.1.17To do all such other acts or things as are incidental to or will further the attainment of the purposes of the Trust or any of them:

  • 5.1.18To carry on any business for as long as the Trustees think fit. The Trustees may use any monies held by the Trust as capital for the business, and may also employ in the business such managers, agents, employees and other persons as they think fit, provided that any payments made in respect of services provided shall be reasonable:

  • 5.1.19To promote a company or companies for the purpose of acquiring any business or the assets of any business:

  • 5.1.20To amalgamate or enter into partnership or into any arrangement for sharing of profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise, with any person hapu or iwi or company carrying on or engaged in, or about to carry on or engage in, any business or transaction which the Trustees are authorised to carry on or engage in, or business or transaction capable of being conducted so as directly or indirectly to benefit the Trust property or to benefit the purposes of this Trust:

  • 5.1.21To enter into arrangements with any Governmental authority, supreme, municipal, local or otherwise, that may seem to benefit the Trust property or to promote the purposes of the Trust and to obtain from any such Governmental authority any rights, privileges, and concessions which the Trustees may think it desirable to obtain, and to carry out, exercise, and comply with any such arrangements, rights, privileges, and concessions:

  • 5.1.22To insure any building or other insurable property up to its full insurable value, or at the Trustee's option, up to its full replacement value, against destruction or damage by fire, earthquake, fire following earthquake and such other risks including professional, statutory compliance and other non-property risks as the Trustees think fit:

  • 5.1.23To open any bank accounts in any name either on the Trustees own behalf or jointly with some other person or persons, and to overdraw any such account with or without security. The Trustees may also make arrangements with any bank for any Trustees and any delegate to operate any of the Trustees' accounts at the bank:

  • 5.1.24Without being liable for any loss, to waive debts due to the Trustees, either absolutely or on such terms as the Trustees think expedient:

  • 5.1.25To apply or appropriate, or decide to pay, apply or appropriate as much of the income of the Trust in any year, or other accounting period, as they think fit for or towards one or more of the purposes of the Trust and if the Trustees provide for more than one purpose they need not treat each purpose equally:

  • 5.1.26To retain all or part of the income of the Trust to establish or augment any reserve fund, which may be used at a later time for any purpose for which income arising from the Trust may be used:

  • 5.1.27To apply to the Maori Land Court to exercise any part of its jurisdiction under section 12 of the Antiquities Act 1975 in respect of any artefact found or alleged to be found on any of the land described in Annex ‘A’ to this Deed or any other land which may be held by the Trustees for the purposes of the trusts declared in this Deed:

  • 5.1.28To make any loans or advances (with or without security) for any of the purposes of the Trust in such manner and on such terms and conditions as the Trustees think fit:

  • 5.1.29To apply for incorporation under the Charitable Trusts Act 1957 or any other statute.

• 6.1The powers set forth in the subclauses of clauses 4 and 5 (apart from clause 4.4 and the proviso to subclause 5.1.3) hereof are set forth by way of illustration only and are not in any way restrictive of the powers of the Trustees who shall have full power to do anything and everything that in their opinion may be directly or indirectly conducive to attainment of the purposes of the Trust set forth in clauses 3.1, 4.1, 4.2 and 4.3 of this Deed. None of the powers set forth in any of the subclauses of clauses 4 or 5 shall be in any way limited or restricted by reference to or inference from the terms of any other clause or subclause or by the order in which they appear and none of them shall be deemed subsidiary or ancillary to any other clause or subclause or power. In the event of any ambiguity, the subclauses of clauses 4 and 5, and clause 6.1, shall be construed in the most liberal way so as to widen and not restrict the powers of the Trustees in the attainment and mode of attainment of the purposes set forth in clauses 3.1, 4.1, 4.2 and 4.3 of this Deed.

• 6.2Unless the context otherwise requires, a reference to “the Trustees” is a reference to the trustees for the time being of the Trust, whether original, additional or substituted.

• 6.3Unless the context otherwise requires, a reference to an enactment is a reference to that enactment as amended, or to any enactment that has been substituted for that enactment.

• 7.1There shall be not more than nine Trustees of the Trust from time to time.

• 7.2The first trustees of the Trust shall be those persons who are members of the Waerenga-a-hika Trust Board on the day before the Commencement Date.

• 7.3Each first Trustee shall hold office for the residue of the term for which that person would have held office as a member of the Waerenga-a-hika Trust Board if the Waerenga-a-hika Trust Act 1947 had not been repealed, or until he or she ceases to hold office in accordance with clause 7.6 of this Deed, whichever is the earlier.

• 7.4All subsequent Trustees shall hold office for a term of three years or until he or she ceases to hold office in accordance with clause 7.6 of this Deed, whichever is the earlier.

• 7.5Any Trustee whose term of office has expired shall be eligible for reappointment as a trustee.

• 7.6A Trustee shall cease to hold office if:

  • (a)he or she resigns office; or

  • (b)his or her term of office expires or he or she is not re-elected pursuant to clause 7.7; or

  • (c)he or she becomes bankrupt or insolvent; or

  • (d)he or she becomes of unsound mind; or

  • (e)he or she is convicted of an indictable offence; or

  • (f)he or she is absent from New Zealand for a period of twelve months without obtaining leave of absence from the other Trustees; or

  • (g)he or she is absent without leave from three consecutive meetings of the Trustees; or

  • (h)he or she dies; or

  • (i)in the opinion of all other Trustees so expressed by formal resolution, is for any reason unfit to carry out his or her duties as a Trustee.

• 7.7In the event that a vacancy or vacancies arise in the office of Trustee under clause 7.6 of this Deed, the remaining Trustees shall nominate a candidate or candidates to fill such vacancy at least 2 weeks prior to the Annual General Meeting of the Trust and the vacancy or vacancies shall be filled by confirmation of such candidate or candidates at the Annual General Meeting of the Trust. Confirmation shall be based on approval by a majority of the beneficiaries present and voting.

• 8.1The Trustees may constitute themselves as a Board for the purposes of acting as the governing body of the Trust.

• Trustees' emolument and expenses—

• 9.1The Trustees may be paid an emolument for their services as may be fair and reasonable having regard to his or her duties and responsibilities as Trustees. The amount of such emolument shall not exceed the amount to be approved by annual resolution of the Trustees and the amount of all emoluments paid shall be reported by way of the Trust's annual accounts.

• 9.2The Trustees shall be entitled to be reimbursed in full for all their travelling expenses and accommodation expenses involved in attending Trustees' meetings or otherwise attending to Trust business. Such expenses shall be approved by resolution of the Trustees and shall be reported by way of the Trust's annual accounts.

• 9.3The Trustees shall not be prevented by reason only of their trusteeship from being beneficiaries under this Deed but they shall not take part in any discussion by the Trustees or vote on any question in which the Trustees or their spouses or children have a direct, material or pecuniary interest as beneficiaries and which is particular to them in a manner different from the interests of the beneficiaries generally nor shall the Trustees be counted in the quorum present at the meeting when any such question is decided.

• 10.1The Trustees shall keep proper, true and complete records of the affairs and transactions of the Trust. These records shall be kept at the Trust's office or at such other place or places as the Trustees think fit and shall be always be open to the inspection of the Trustees.

• 10.2The Trustees shall prepare annual accounts for the operation of the Trust for the year. The annual accounts shall be made available to the beneficiaries at the Annual General Meeting of the Trust.

• 11.1The initial registered office of the Trust shall be at 295 Gladstone Road, PO Box 1245, Gisborne or such other place as the Trustees may from time to time appoint.

• 12.1The Trustees shall meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions at any meetings shall be decided by a majority of votes. In the event of a tied vote the Chairman shall have a second or casting vote.

• 12.2A special meeting of the Trustees may be called by two or more Trustees. Written notice of every ordinary or special meeting of the Trustees, shall be either hand delivered, posted or sent by facsimile to each Trustee at least 7 days before the date of the meeting. The secretary or some other person acting under the direction of the Trustees or, in the case of a special meeting, acting under the direction of those Trustees calling the meeting, shall give the notice of the meeting. Every notice of a meeting shall state the place, day and time of the meeting, and in the case of a notice of a special meeting, shall also state the subject-matter of the meeting. No notice shall be required for any Trustee for the time being absent from New Zealand.

• 12.3Four Trustees shall constitute a quorum at meetings of the Trustees.

• 12.4The Trustees may act notwithstanding any vacancy in their body so long as their number is not reduced below the number fixed as the quorum for meetings of the Trustees.

• 12.5The Chairman and Deputy Chairman of the Trustees shall be appointed from amongst the Trustees for a term of 3 years by majority vote but shall be subject to approval by the Trustees by majority vote each year. The Chairman and Deputy Chairman shall be eligible for reappointment for a further term of three years. For the avoidance of doubt, a Trustee may resign from an appointment of Chairman or Deputy Chairman without resigning as a Trustee.

• 12.6If at any meeting the Chairman is not present within five minutes after the time appointed for holding the meeting, the Deputy Chairman shall chair the meeting and in the event of his or her absence the Trustees present may choose one of their number to be the Chairman.

• 12.7The Trustees may delegate any of their powers to committees consisting of such Trustees of their body as they think fit and in so doing shall elect chairpersons for such committees. Any committee so formed shall in the exercise of the powers so delegated conform to the requirements that may be imposed on it by the delegation from the Trustees. Any such committee shall not have power to bind the Trustees unless that power is specifically delegated by the Trustees by resolution. Any committee shall, subject to the approval of the Trustees, have the power to co-opt suitable persons not being Trustees as members of such committee. Any co-opted members of such a committee shall be entitled to be paid an emolument for their services as may be fair and reasonable having regard to his or her duties and responsibilities and shall be entitled to reimbursement of travel and accommodation expenses. The quantum of any such emolument or expenses shall not exceed the amount to be approved by resolution of the Trustees and shall be reported by way of the Trust's annual accounts.

• 12.8A resolution in writing signed by all Trustees for the time being entitled to receive a notice of a meeting of Trustees shall be as valid and effectual as if it had been passed at a meeting of the Trustees duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Trustees.

• 12.9All proceedings of Trustees shall be recorded in the form of minutes in a proper minute book.

• 12.10A meeting of the Trustees may be held by telephone conference call, video conference or such other appropriate technology as may be available.

• 13.1The Trustees may from time to time employ a secretary and such other officers and servants as are considered necessary for the exercise and performance of the functions and powers of the Trustees on such terms and conditions as they think fit. The Trustees shall have power to dismiss any such persons so appointed.

• 14.1The Trustees shall provide for the safe custody of the Trust's common seal which will only be used by the authority of the Trustees, and every instrument to which the said seal is affixed shall be signed by two Trustees.

• 15.1The accounts of the Trust shall be audited by a chartered accountant who shall not be a Trustee and who shall be appointed annually by a majority of the Trustees. The auditor's report shall be made available to the beneficiaries at the Annual General Meeting of the Trust.

• 16.1This Deed may be altered or added to at any meeting of the Trustees subject to the following conditions:

  • 16.1.1That any such alteration or addition cannot be inconsistent with, or detract from, the charitable character of the purposes of the Trust: and

  • 16.1.2That any such alteration or addition cannot be made to clauses 2, 3, 4, or 5 of this Deed: and

  • 16.1.3That three-quarters in number of the Trustees present and voting shall be required to pass any such alteration or addition.

• 17.1The Trust may be terminated at any time by the passing of a resolution of the Trustees to the effect that the purposes of the Trust cannot continue to be carried out or that the purposes of the Trust have been achieved. Such a resolution shall be passed by a majority of three-quarters of the Trustees present and entitled to vote.

• 17.2In the event of the termination or dissolution of the Trust, the Trustees must give or transfer all surplus assets remaining after the due settlement of all the affairs of the Trust and all costs, debts and liabilities to one or more exclusively charitable organisations or bodies within New Zealand, as the Trustees may decide. The surplus assets of the Trust distributed under this clause must be used exclusively for charitable purposes. If the Trustees provide for more than one recipient, the Trustees need not treat each of them equally.

• 17.3If the Trustees are unable to decide on the recipient or recipients of the surplus assets of the Trust, then all surplus assets after payment of costs, debts and liabilities shall be disposed of in accordance with the directions of the High Court.

• 18.1An Annual General Meeting of the Trust shall be held and shall be open to such beneficiaries who are willing and able to attend. Such meeting will be held at a time and place to be fixed by the Trustees and shall be notified by public notice in daily newspapers circulating in the Gisborne region not less than 10 days prior to the said meeting.

• 19.1This Deed shall commence upon the vesting of the Trust Property referred to in clause 1.1.1 of this Deed (“the Commencement Date”).

EXECUTED as a deed.