Trust Deeds to Create the "Honey Industry Trusts"

THIS DEED made the 1st day of June 1983

BETWEEN

THE "NEW ZEALAND HONEY MARKETING AUTHORITY" (hereinafter called "the Settlor") of the one part

AND

DAVID HENDY KAY of Wellington, Chartered Accountant, IVAN JAMES DICKINSON of Milton, Apiarist, and RUSSELL ARTHUR BERRY of Rotorua, Apiarist (hereinafter together with the Trustee or Trustees hereof for the time being called "the Trustees") of the other part

WHEREAS

[General Trust]: 1. The NEW ZEALAND HONEY MARKETING AUTHORITY has decided to establish a general trust for the purposes of furthering the general advancement of the honey industry in New Zealand and the said trust is to be known as "The Honey Industry General Trust" and established for the purposes of furthering the general advancement of the honey industry in New Zealand on the terms and conditions hereinafter set forth.

[Charitable Trust]: 2. The Settlor has paid the Trustees the sum of TEN THOUSAND DOLLARS ($10,000) to the end and intent that the capital and the income that arises therefrom shall be dedicated and used for the promotion and encouragement of education, study, investigation and research for the benefit of the honey industry in New Zealand as aforesaid which sum is vested absolutely in the trustees subject to the trusts hereinafter set forth.

[General Trust]: 2. The Settlor has paid the Trustees the sum of TEN THOUSAND DOLLARS ($10,000) to the end and intent that the capital and the income that arises therefrom shall be dedicated and used for the promotion and encouragement and general advancement of the honey industry in New Zealand as aforesaid which sum is vested absolutely in the trustees subject to the trusts hereinafter set forth.

[Charitable Trust]: 3. The general advancement and encouragement of the honey industry in New Zealand is to be promoted in such manner as the trustees may from time to time determine and without in any way limiting the powers of the trustees shall include the right to grant scholarships in New Zealand and overseas, to hold and run seminars, field days and for the arranging and sponsorship of visits to New Zealand by overseas experts and visits overseas by New Zealanders involved in the honey industry as well as all research and other grants, studying the honey industry in all its aspects.

[General Trust]: 3. Such education, study, investigation and research is to be promoted in such manner as the trustees may from time to time determine and without in any way limiting the powers of the trustees shall include the right to make grants for education, study, investigation and research of the honey industry within New Zealand and promote and advertise the honey industry within and without New Zealand to promote export of honey and to promote the honey industry in all its aspects.

4. The beneficiaries of the trust fund and the income that arises therefrom from time to time is to be determined by the trustees from time to time and their determination of who shall benefit from the trust fund and/or the income that arises therefrom shall be final and binding it being the intention of the Settlor that the trust fund and the income that arises therefrom shall be used for the purposes aforesaid and paid from time to time to such person and/or organisation as the trustees may determine.

5. It is apprehended that the trustees may from time to time receive further sums or property from either the Settlor or any other person or persons, company, authority or institution to be held by the trustees on the like trusts hereinafter declared.

NOW THIS DEED WITNESSETH

1. THAT the Trustees shall stand possessed of the income from the trust fund and any investment from time to time representing the same and the capital of the trust fund and apply the capital and or income for the promotion and encouragement of education, study investigation and research for the benefit of the honey industry in New Zealand and for this purpose the trustees shall be at liberty during the period from the date hereof until the date of distribution hereinafter referred to pay, apply, appropriate, divide or allocate the whole or such portion or portions of the income and or capital of the trust fund and may in their sole and uncontrolled discretion from time to time think fit for or towards the purposes of the trust at such time or times and in such manner as the trustees in their sole and uncontrolled discretion think fit and proper and with power in addition to any power of accumulation by law or otherwise vested in the trustees to accumulate the whole or any port ion of any unallocated income of the trust fund by investing the same and the resulting income therefrom in the manner authorised hereby to the end and intent that such accumulation shall be held and be subject to the like trusts as the capital and income of the trust fund and IT IS HEREBY DECLARED that in the exercise of the powers of this clause conferred the trustees may appropriate for any of the purposes aforesaid any part of the income accrued or derived from the trust fund whether or not the same shall then have been received by the trustee.

2. THE trustees shall out of the capital and income of the trust fund in the first place pay all the costs expenses of and incidental to the management of the trust fund and the income that arises therefrom.

3. UPON the date of distribution hereinafter referred to the trustees shall hold the trust fund and any accumulated income therefrom and pay the same to either:

[Charitable Trust]: (i) The Trustees for the time being of the Honey Industry General Trust Fund for the purposes or furthering education, study, investigation and research for the benefit of the honey industry in New Zealand or

[General Trust]: (i) The Trustees for the time being of the Honey Industry Charitable Trust Fund for the purposes set out in the trust deed related thereto or

[Charitable Trust]: (ii) The University Council for the time being of the Massey Agricultural College for disbursement for the purposes of furthering education, study, investigation and research for the benfit of the honey industry in New Zealand in such manner as the said Council may in its uncontrolled discretion see fit or

[General Trust]: (ii) The University Council for the time being of the Massey Agricultural College for disbursement in such manner as the said Council may in its uncontrolled discretion see fit or

[Charitable Trust]: (iii) The University Council for the time being of the Lincoln Agricultural College for disbursement for the purposes of furthering education, study, investigation and research for the benefit of the honey industry in New Zealand in such manner as the said Council may in its uncontrolled discretion see fit or

[General Trust]: (iii) The University Council for the time being of the Lincoln Agricultural College for disbursement in such manner as the said Council may in its uncontrolled discretion see fit or

[Charitable Trust]: (iv) The Executive Committee for the time being of the National Beekeepers Association or any body, corporation or association duly constituted to take over all the powers duties and obligations of the National Beekeepers Association and in substitution for the National Beekeepers Association for the purposes of furthering education, study, investigation and research for the benefit of the honey industry in New Zealand

[General Trust]: (iv) The Executive Committee for the time being of the National Beekeepers Association or any body, corporation or association duly constituted to take over all the powers duties and obligations of the National Beekeepers Association and in substitution for the National Beekeepers Association for the furtherance and promotion of the honey and beekeeping industry as the as the said Executive committee may in its uncontrolled discretion see fit or

[Charitable Trust]: (v) The Director General of Agriculture or the Head Administrative Officer of the Ministry of Agriculture and Fisheries at the time for disposal and/or disbursement for the purposes of furthering education, study, investigation and research for the benefit of the honey industry in New Zealand in such manner as the Director General or Head Administrative Officer may in his uncontrolled discretion see fit or

[General Trust]: (v) The Director General of Agriculture or the Head Administrative Officer of the Ministry of Agriculture and Fisheries at the time for disposal and/or disbursement in such manner as the Director General or Head Administrative Officer may in his uncontrolled discretion see fit or

(vi) Such or all of the persons set out above in this clause in such proportions and shares as the trustees in their absolute discretion shall see fit.

5. IT being the intention of these presents that the Trustees shall have and may at their absolute discretion exercise the fullest possible powers to do in relation to the trust fund and the persons who are or may be interested therein all such things as they may from time to time deem necessary desirable or expedient whether or not such thing to be one which Trustees normally would have no power to do in the absence of an express power or an order of Court IT IS DECLARED that the Trustees shall have absolute and uncontrolled power and discretion in the management of the trust fund and may do or cause to be done all acts matters and things of whatsoever kind or nature pertaining to the trust fund and sign all such instruments and documents as .they may think proper or expedient as fully unreservedly and unconditionally as if they were the absolute owners of the trust fund or as if the Settlor were personally acting in the premises AND without limiting the generality of the foregoing and merely by way of illustration IT IS DECLARED that the Trustees shall have power to do all or any of the following things either alone or jointly or in common with any person persons corporation or corporations namely:-

(a) To invest any moneys in the purchase or acquisition of or upon the security of or to purchase acquire or accept as a gift any form of property real or personal whatsoever and wheresoever situated whether situate in New Zealand or elsewhere including shares or debentures in any company or corporation whatsoever.

(b) To sell or join in selling all or any part of the real and personal property forming part of the trust fund either by public auction or private contract or in such other manner and subject to such terms and conditions as the Trustees shall think fit with power to give time for payment of the purchase money with or without security AND without being liable for loss to allow such portion of the purchase money as the Trustees think fit to remain owing on mortgage although the margin of security may not be sufficient for the purposes of the Trustees Act and with power also to buy in any property offered for sale to rescind any contract for sale and to sell again without being responsible for any diminution in price and generally to deal with the same in all respects as if the Trustees were the absolute owners of the property so sold.

(c) To postpone the sale calling in and conversion of any real and personal property comprising the trust fund or any part thereof for so long as they think fit notwithstanding that it may be of wasting speculative or reversionary nature AND IT IS DIRECTED that pending such sale calling in and conversion the whole of the net income of property actually producing income shall be applied as from the date hereof as income and on the other hand on such sale calling in conversion or falling in of any reversionary property no part of the proceeds or such sale calling in conversion or falling in shall be paid or applied as past income PROVIDED ALWAYS that the Trustees shall have power to write off against income in accordance with usual accountancy practice depreciation upon buildings and other assets forming part of the trust fund.

(d) To let lease or bail or join in so doing any freehold or leasehold property and/or any plant and chattels which or an interest in which for the time being forms part of the trust fund either from year to year or for any term of years or otherwise at such rent and subject to such terms and conditions as the Trustees think fit including at the discretion of the Trustees an optional or compulsory purchasing clause and also to accept surrenders of leases tenancies and bailments and generally to manage the same as the Trustees shall think fit AND to take on lease or under bailment any freehold or leasehold property and/or any plant and chattels or an undivided interest therein from any person or persons (including any Trustee) either from year to year or for any term of years or otherwise at such rent and subject to such terms and conditions as the Trustees think fit including at the discretion of the Trustees an optional or compulsory purchasing clause and also to surrender leases tenancies and bailments and generally to deal with the same as the Trustee shall think fit.

(e) From time to time to obtain the renewal of any lease grant tenancy or occupation of any lands which or an interest in which for the time being forms part of the trust fund and of any easement right or privilege annexed in enjoyment thereto for such terms at such rent and upon and subject to such terms and conditions as the Trustees think fit.

(f) To consent to and join in the partition of any assets an interest in which forms part of the trust fund and/or to take a transfer of or a transfer of an undivided share or interest in any such assets and for the purposes aforesaid to settle and agree upon the valuation of any such assets and to receive or pay or agree to pay such moneys as the Trustees shall think proper by way of equality on division of such assets and any such partition valuation and payment shall be final and binding on all persons beneficially interested under these presents.

(g) To enter into exchanges of land stock and/or plant with or without payment or receipt of moneys for equality of exchange upon such terms and at such values as the Trustees think fit.

(h) Generally to maintain repair manage improve and develop any real or personal property which or an interest in which for the time being forms part of the trust fund in all respects as if the Trustees were the absolute owners thereof.

(i) To allow any property or investment coming into the hands of the Trustees to remain in its existing form for such period or periods as the Trustees think fit and during such postponement of conversion to make out of the trust fund any outlay the Trustees may think proper for payment of calls on shares or otherwise in respect thereto for the benefit of the trust fund AND in respect of any shares in companies to exercise the same powers as the Trustees might do if absolute owners thereof.

(j) In addition to the powers otherwise conferred by these presents or by law to promote form or concur in any steps or proceedings which may be taken to form a company for any purpose whatsoever including the purpose of purchasing or acquiring any undertaking business and/or assets which or an interest in which forms part of the trust fund or the undertaking business and/or assets of any company in which the Trustees may hold shares AND to sell and transfer such undertaking business and/or assets to any company or the trustee for any company proposed to be formed and to carry out and complete any scheme or arrangement for the amalgamation of the said undertaking business and/or company or companies on such terms of the price or consideration being received in cash or in shares (ordinary preferred or deferred) or in debentures or debenture stock of the purchasing company or partly in one way and partly in another and generally upon such terms and conditions as the Trustees shall think fit with power to allow time for payment of the whole or part of any cash consideration whether with or without security therefore AND the Trustees may take shares in or debentures of any company representing the consideration or part of the consideration of any such transfer sale or amalgamation having such rights privileges and subject to such obligations as the Trustees may think fit AND the Trustees shall have the widest authority and discretion to effect any such sale or amalgamation on such terms and conditions in every respect as they could do if they were the absolute beneficial owners of the trust fund.

(k) To provide out of the trust fund further capital for any company in which the Trustees may hold shares or which may have acquired or proposes to acquire any business undertaking and/or assets which or an interest in which forms part of the trust fund and to so do either by way of advances loans guarantees or taking up shares or further shares in such company or in such other manner and upon such terms and conditions and in the case of advances loans and guarantees either with or without taking security as the Trustees may think proper.

(l) To act as director or directors of any company in which the Trustees hold shares whether alone or in conjunction with others and to receive and retain without being liable to account for the same any director's fees or other remuneration payable to them as such director or directors.

(m) To concur on such terms as the Trustees think fit in the winding up reconstruction or amalgamation of any company in which the Trustees hold shares or in the modification of the regulations thereof; and to concur in the modification of or to surrender any of the rights attaching to ail or any of its shares; and to exercise in such manner as the trustees think fit any powers which by the regulations of such company are vested in the Trustees as directors or members thereof or otherwise; and on any winding up reconstruction or amalgamation to accept fully paid or partly paid shares or debentures or other interests in or securities of any company as the consideration or part of the consideration for such winding up reconstruction or amalgamation; and generally to act in relation to such company in such manner as they think best calculated to benefit the trust fund.

(n) To carry on any business (whether partnership or otherwise) in which the trust fund may at any time hereafter be concerned or interested in for which the assets of the trust fund may be adapted including the business of farming for such time or times as the Trustees shall think fit with power in the case of any partnership business to become a partner therein and with further power to use and apply any part of the trust fund as capital in such business or to employ or join in employing in such business all such managers agents servants clerks workmen and others as the Trustees shall from time to time think fit and to arrange for and agree to the introduction of another partner or partners and to sell or concur in selling any of the partnership assets and to cause or concur in the winding up of the partnership and to ascertain and agree to the value of the Trustees interest in the partnership and agree to any partition of the partnership assets AND IT IS HEREBY DIRECTED th at the trustees shall be absolutely indemnified by and out of the trust fund for and in respect of any loss or liability which they may sustain or incur by reason of their so carrying on any such business or businesses as aforesaid AND IT IS DIRECTED that if in any year any losses shall be sustained by the Trustees in carrying on any such business then and in every year such losses shall if the Trustees so direct (but subject always however in the case of a partnership business to the terms and conditions contained in any agreement or articles affecting the same) be borne by the capital of the trust fund and such losses shall not if the Trustees so direct (subject always as aforesaid) be recouped to such capital out of profits made by the Trustees in any subsequent year or years in carrying on such business.

(o) To effect insurances of whatsoever nature or kind relating to property of whatsoever nature and kind or relating to any person or persons whomsoever and to keep up and keep valid and subsisting any policy of insurance of whatsoever nature or kind relating to property of whatsoever nature or kind or relating to any person or persons whomsoever and to pay out of capital or income at the Trustees discretion the premiums thereon and to transfer assign surrender and/or mortgage any legal or beneficial interest in any policy of insurance and to accept with or without consideration any transfer assignment or mortgage of any legal or beneficial interest in any policy of insurance and to hold accept and deal with any interest whatsoever in any policy of insurance or the proceeds thereof in all respects as if they were the absolute owners thereof

(p) For the purposes of repaying or rearranging mortgages or subdividing and/or improving any real or leasehold property or for commencing or carrying on or assisting any partnership or other business or assisting any company in which the trust fund has an interest or for the purpose of making any purchase or investment or acquiring any asset authorised by these presents and for any other purpose whatsoever deemed by the Trustees to be in the interest of the trust fund or of any beneficiary therein to borrow or raise either alone or jointly or in common with others or otherwise any moneys on mortgage or overdraft or otherwise (including power to purchase on terms) with or without security by way of mortgages charges instruments by way of security liens or securities over real and personal property of every kind and description from any person firm company bank or other corporation at such rate of interest and for such term and generally on such conditions as the Trustees sh all think fit and to sign and execute any mortgage deed agreement or other document in connection therewith AND any person firm company bank or corporation lending money to the Trustees shall be in no manner concerned to enquire as to the application of such moneys or as to the purpose for which such moneys may be borrowed.

(q) To enter into or join in entering into any guarantees by the Trustees alone or together with any other person persons company the giving of which the Trustees shall consider to be in the interests of the trust fund and to authorise any company in which the Trustees shall hold shares to enter into such guarantees and to enter upon any other arrangement whatsoever which the Trustees shall deem to be in the interests of the trust fund or of any beneficiary therein.

(r) From time to time to renew or vary or rearrange upon such terms as the Trustees think fit any mortgages charges debts or overdraft payable out of the trust fund and guarantees given by the Trustees and also to renew vary or rearrange upon such terms as the Trustees think fit any mortgages charges or debts forming part of the trust fund whether or not the same shall theretofore or thereafter constitute a trustee security for an investment authorised by the Trustee Act or by these presents.

(s) To start and subscribe to depreciation funds or other reserve funds for any purpose the Trustees deem advisable.

(t) To agree and settle accounts with all persons firms or companies liable to account to the Trustees and to compromise ail questions relating to the trust fund and to grant effectual receipts discharges and releases.

(u) To employ and discharge any managers servants agents overseers employees valuers stock and station agents and other agents surveyors engineers solicitors accountants and other persons as the Trustees may think fit and to pay such fees salary wages and other remuneration in every case as the Trustees may deem expedient AND generally at their uncontrolled discretion instead of acting personally to employ and pay any person firm company or corporation to do any act of whatsoever nature relating to the trusts hereof including the receipt and payment of money without being liable for loss incurred thereby and any Trustee being a person engaged in any profession or business may be so employed to act and he or his firm shall be entitled to charge and receive all usual professional and other charges for work done by him or his firm in connection with the trusts hereof including acts which the Trustees could have done personally.

(v) At any time or times and for any period any Trustee or all of the Trustees may appoint another person or company to act as attorney for such Trustee or for the Trustees in New Zealand or elsewhere for all or any of the purposes of these presents.

(w) To transfer to any new Trustee or Trustees of all or any of the trusts hereof appointed outside the jurisdiction of the New Zealand Courts all or any of the property subject to such trusts in respect whereof such appointment is made.

(x) To lend or invest or apply all moneys coming into the hands of the Trustees and available for investment in such manner and/or in such assets security or securities and whether in New Zealand or elsewhere (notwithstanding that the mode or modes of assets security or securities may not be such as are for the time being authorised by law for the investment of trust funds) as in the opinion of the Trustees may be beneficial to the trust fund or to any of the purposes of this trust and the Trustees shall not be responsible or accountable for any loss resulting or accruing to or sustained by the trust fund by reason of the Trustees lending investing or applying as aforesaid any such moneys.

7. THE person or persons in whom the said power of appointment is vested shall have the power:-

(a) To remove any Trustees or Trustee from their or his offices or office and to appoint any other persons or person to be Trustees or a Trustee hereof either jointly with any then continuing Trustees or Trustee provided however at all times there shall be three trustees appointed of whom -
(i) One shall be a representative of the honey industry from the South Island of New Zealand.

(ii) One shall be a representative of the honey industry from the North Island of New Zealand.

(iii) One shall be completely independent of the honey industry.

(b) To appoint a retiring or retired Trustee or any person at any time or times as advisory Trustee of the trusts hereof.

(c) To appoint a new Trustee or Trustees outside the jurisdiction of the New Zealand Courts.

9. NO Trustee of these presents shall be liable for any loss not attributable to his own dishonesty or to the wilful commission by him of any act known by him to be a breach of trust and in particular no Trustee shall be bound to take any proceedings against a co-trustee for any breach of trust or any alleged breach of trust committed by such co-trustee.

10. THE Trustees shall be entitled to act hereunder and exercise all of the powers hereby conferred upon them notwithstanding that the Trustees or some of them are or may be or may become associated as directors or otherwise in their private capacity or as Trustees of any other trust with any company to which the Trustees sell or lease any property forming part of the trust fund or in which the Trustees hold or propose to acquire shares or other investments as part of the trust fund or with which the Trustees otherwise deal as Trustees of these presents and notwithstanding that the Trustees or some of them may be Trustees of any other trust to or from which the Trustees purpose to sell or purchase shares or other property and notwithstanding that their or his interest or duty in any particular matter or matters may conflict with their or his duty to the trust fund.