EXPLANATORY NOTE ON THE AMENDMENT OF THE TRUST DEED It is proposed to amend the current Trust Deed of the Trust in regard to the maximum age limit which affects the eligibility of persons to serve as Trustees. It is proposed that: • the Board be allowed to extend the maximum age limit beyond the current maximum age of seventy-two years; and • the maximum age limit will not be applicable to ex officio Trustees (appointed in terms of clause 5.3.5 of the Trust Deed). Age Limit • Maximum Age Limit The maximum age limit that is currently contained in the Trust Deed is seventy-two years, although it is anticipated that circumstances may warrant an extension of that age limit in relation to a particular Trustee. It is therefore proposed that the maximum age limit of seventy-two years that is currently contained in the Trust Deed will be retained as the generally applicable age limit, but that the Board be empowered to extend that age limit in relation to a particular Trustee by one year at a time if the circumstances warrant such an extension. • Ex Officio Trustees Ex officio Trustees are those persons who are automatically appointed as Trustees because they hold the offices of chairman and deputy chairman of the board of directors of PPS Insurance from time to time. Their appointments as Trustees take effect when they assume those offices (or, if later, the date on which letters of authority are issued to them in terms of the Trust Property Control Act). Accordingly, in terms of clause 7.1.4 of the Trust Deed, they cease to be Trustees when they cease to hold those offices. Since their Trusteeships are a consequence of and subject to them holding those offices, ex officio Trustees are not elected and do not retire every three years. However, it has been noted that the memorandum of incorporation of PPS Insurance contains no limitations on the age of appointment of the chairman and deputy chairman of its board of directors and the Trust Deed is therefore not aligned with the memorandum of incorporation of PPS Insurance in this regard. It is therefore proposed that the Trust Deed be amended to specifically provide that the maximum age limit in clause 6.11 of the Trust Deed shall not apply to ex officio Trustees in order to align the Trust Deed with the memorandum of incorporation of PPS Insurance in this regard and enable ex officio Trustees to remain as Trustees for the duration of their appointments as chairman and deputy chairman of the board of directors of PPS Insurance. For the sake of completeness, it is noted that the other eligibility and disqualification criteria set out in clauses 6.1 to 6.10 of the Trust Deed shall continue to apply to ex officio Trustees. Prudential Authority It is also proposed to replace the reference in clause 31.1.4 of the Trust Deed to the "Registrar of Long-term Insurance" with a reference to the "Prudential Authority" following the replacement of the Registrar of Longterm Insurance with the Prudential Authority as the regulator responsible for insurers’ prudential matters. NOTICE TO THE MEMBERS OF THE ANNUAL GENERAL MEETING AND CVS OF CANDIDATES STANDING FOR ELECTION 204Notice to the Members of the Annual General Meeting
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