Founding Affidavit and Annexures

2 of 5 5. Trustees The Donor hereby appoints the Bishop, Motolla, MDLH, CML, VDLH and Williams as the first Trustees 6. Number of Trustees There shall be a minimum of 4 Trustees and if the number of Trustees falls below 4 the remaining Trustees shall assume at least at least so many others to act with them as may be necessary to bring the number to 4 and until such time the remaining Trustees shall not be entitled to act. 7. Power of Appointment 7.1. The Trustees shall be vested with full power of assumption and co-option. 7.2. The office of the Trustee shall be vacated if: 7.2.1. he/she makes an application for surrender of his/her estate or for an administration order, commits an act of insolvency or makes any arrangement with creditors; 7.2.2. he/she resigns by written notice; 7.2.3. he/she is removed by written notice by other Trustees. 7.3. A Trustee may be removed from office by the unanimous decision other Trustees, provided that the Bishop may not be removed unless by order of the High Court of South Africa. 8. Disqualification A Trustee shall be disqualified from holding office as such if he/she would be disqualified from acting as a Director of a company. 9. Proceedings of Trustees 9.1. The Trustees in the performance of their duties shall meet and regulate their meetings and the manner of convening the same as they think fit. 9.2. All decisions of the Trustees shall be taken by majority vote. 9.3. The decision of a majority of Trustees shall be deemed to be the decision of them all. Any deadlock which may arise between the Trustees shall be submitted to a referee who shall be a Senior Counsel practising at the Pretoria or Johannesburg Bar, and who shall failing an agreement between the Trustees as to the appointment within 10 days after the deadlock has arisen, be nominated by the Chairman or acting Chairman of the Johannesburg Bar Counsel. Any Trustee shall be entitled to appear personally or by a single agent duly appointed but without any legal or other professional assistance before the referee and the proceedings shall be conducted as informally as possible. The provisions of the Arbitration Act 1965 or any statute that replaces it shall not apply. The decision of the referee shall be final and binding on the Trustees and no Trustee or Beneficiary shall make such decision the subject of any legal proceedings. 10. Quorum A quorum of Trustees shall be 4 and the Trustees shall not proceed to dispatch of any business, unless there is a quorum present, save for the purposes of assuming a further Trustee in the event the number of Trustees for the time being falling below the minimum number. 11. Delegation of duties The Trustees may from time to time delegate to any individual Trustee or Trustees, or to a committee any specific duty or assignment. Reasons for material differences a) The reasons for this specific change is to enhance the governance structures of the Trust and improve objectivity and integrity in the running of the Trust, specifically as it relates to appointment of an Independent Trustee and a Managing Trustee. *To the extent any differences between the provisions of the existing Kganya Benefits Fund Trust Deed and the amended and restated Kganya Benefits Fund Trust Deed have been identified that do not adversely affect the rights of the members to the Kganya Benefits Fund Trust, such changes have been marked in orange in the corresponding cells below. ** To the extent any differences between the provisions of the existing Kganya Benefits Fund Trust Deed and the amended and restated Kganya Benefits Fund Trust Deed have been identified that may adversely affect the rights of the members to the Kganya Benefits Fund Trust, such changes have been marked in red in the corresponding cells below. *** Material differences or changes indicated in red shading shall be accompanied by a letter referencing the material difference or change in the marked column and the corresponding letter referencing such material difference or change will be accompanied by an explanation for the material difference or change. **** Capitalised terms used in this comparison shall have the meaning ascribed to them in the documents considered in this comparison, unless indicated otherwise (a) Amended and restated Trust Deed Kganya Benefits Fund Trust Deed 12. The Initial Trustees and Future Trustees 12.1. The Donor appointed the Initial Trustees as the First Trustees. 12.2. The Trustees in office as at the Effective Date of this amended and restated Trust Deed. 13. Number of Trustees 13.1. There shall be a minimum of 4 Trustees. 13.2. One of the Trustees shall at all times be a person who is not - 13.2.1. involved in the day-to-day management of the Trust's or the ZCC's business or has been involved during the previous financial year; 13.2.2. a Church Official or a Member during the previous 3 financial years; 13.2.3 related to another Trustee or the Bishop; 13.2.4 a full time employee of the Trust or the ZCC during the previous 3 financial years; 13.2.5 a material supplier or customer of the Trust or the ZCC; 13.2.6 a person related to any of the persons referred to above. ("Independent Trustee"). For purposes of this Trust Deed "related" and "inter-related" shall bear the meanings as defined in the Companies Act, 71 of 2008 applying mutatis mutandis to a trust 13. Number of Trustees 13.3. If the number of Trustees fall below 4 then the remaining Trustees shall assume at least so many others to act with them as may be necessary to bring the number to 4 and until such time as new Trustee(s) have been assumed the remaining Trustees shall not be entitled to act other than to receive and administer Membership Contributions the proceeds of Membership Book Purchase Price receipts and Leeto la Moria Receipts, to pay Premiums and Additional Premiums to the Insurer and to procure / pay Benefits to Members. 13.4. If the Trustees fail to assume Trustees to bring the number to 4 within 10 Business Days, the Bishop shall be entitled to appoint new trustees, subject to 13.2. 13.5. Any assumption of+F14 Trustees shall be effected by means of written document. 13.6. Any Trustee shall be entitled to nominated another person to attend meetings of Trustees in his place. 13.7 The Trustee shall appoint a Trustee to serve as Managing Trustee. The Managing Trustee in office as at the Effective Date of this amended and restated Trust Deed, shall by his signature to this Trust Deed, accept the continuation in office as such and undertake to carry out all the duties, functions and obligations incumbent upon him as Managing Trustee. 14. Power of Appointment 14.1. The Trustees shall be vested with full power of assumption. 14.2. Where this Trust Deed provides for the exercise of a discretion by the Trustee, the discretion shall be the sole discretion of the Trustees. 14.3. The office of the Trustee shall be vacated if: 14.3.1. he/she makes an application for the surrender of his/her estate or application for an administration order, commits an act of insolvency, makes an arrangement with creditors or an application is filed by a third party for sequestration or liquidation or an application is filed for surrender of his/her estate; 14.3.2. he/she resigns from office; 14.3.3. he/she is removed by written notice; 14.3.4. he/she becomes disqualified in accordance with clause 15; 14.3.5. he/she fails/neglects to attend 3 consecutive meetings of Trustees. 14.4. A Trustee may be removed from office by the unanimous decision of the other Trustees, provided that the Bishop of the ZCC may not be removed as long as he remains so unless sanctioned by order of the High Court of SA. 15. Disqualification 15.1. A Trustee shall be disqualified from holding office as such if he/she - 15.1.1. is not a natural person; 15.1.2. is a natural person who is or may be disqualified from acting as a director; 15.1.3. is removed from office of trust on account of misconduct; 15.1.4. is a natural person whose estate has been sequestrated and has not been rehabilitated; 15.1.5.is a natural person who has been declared by a competent court to be mentally incapable of managing his/her own affairs; 15.1.6. has been convicted of any offense involving dishonesty. 16. Proceedings of Trustees 16.1 The Trustees in the performance of their duties shall meet and regulate their meetings and the manner of convening the same as they think fit. 16.2 Unless the Trust Deed provides otherwise, all decisions of the Trustees shall be taken by - 16.2.1 if resolved upon meeting, a simple majority of Trustees present and voting, provided that a quorum is present. Majority means the majority of Trustees present and who are not conflicted; 16.2.2 if resolved in writing, a unanimous vote of all Trustees who are not incapacitated due to ill health and are not conflicted. 16.3 If a matter requires the unanimous approval, such decision shall be taken by - 16.3.1 if resolved upon meeting, a unanimous vote of all Trustees present and voting, provided a quorum is present. Unanimous means a vote by all present who are not conflicted; 16.3.2 if resolved in writing, a unanimous vote of all Trustees who are not incapacitated due to ill health and are not conflicted. 16. Proceedings of Trustees 16.4 if any matter requires passing of a resolution and such number of Trustees have a financial interest precluding them from voting in the matter resulting in the required majority or unanimity not capable of being achieved, the matter shall be resolved as follow - 16.4.1 The Independent Trustee shall appoint an independent valuer, the identity of which shall be determined , which valuer shall be a valuer, auditor or actuary with 10 years' standing to assess the commercial aspects, including procurement of services, products or fees payable and whether the costs are reasonable and shall present the Trustees with a report; 16.4.2 The Independent Valuer shall take into account the requirements of the Members, the Members' affiliation with the ZCC and that the Trust was created by the ZCC for the benefit of the Members. 16.4.3 The Independent Trustee shall vote on the matter and the Independent Trustee's decision shall be deemed to be the decision of all Trustees 16. Proceedings of the Trustees 16.5 No decision of the Trust shall be taken unless the Bishop is in attendance, if the Bishop is unable to attend a meeting - 16.5.1 due to ill health, it will be postponed for not more than a week; 16.5.2 for any reason other than ill health, the meeting shall be postponed by a period of not more than 2 weeks, 16.6 If a meeting was postponed and the Bishop is not present at the postponed meeting for any reason, such meeting shall be postponed by a further period not exceeding 2 weeks, and if the Bishop is still not able to attend the meeting following such postponement, the meeting shall continue without the Bishop and any decisions made during such meeting shall be binding 16.7 the decision of a passed resolution pursuant to the above shall be deemed to be the decision of all of the Trustees. Any deadlock shall be dealt with as set out in clause 26 and clause 27 of the Trust Deed. 17. Quorum 17.1 This clause is subject to clause 16.5 17.2 A quorum shall be 4 and the Trustees shall not proceed to dispatch of any business, unless there is a quorum present, save for the purposes of assuming a further Trustee in the event of the number of Trustees for the time being falling below the minimum number as provided for in 13.3. 17.3 If within 30 minutes of the meeting to begin a quorum is not present, then the meeting is automatically postponed (without any motion, vote or further notice other than the assumption contemplated in clause 17.1 if applicable) for 1 week. 17.4 The 30 minute limit may be extended for a period not exceeding 2 hours by the chairperson. 17.5 If at the time a matter is to be considered at a meeting of Trustees, such meeting ceases to be quorate and there is no other business on the agenda, the meeting is automatically adjourned for 1 week 17. Quorum 17.6 Further notice of a meeting of the Trustees that is postponed or adjourned is required on the same basis as the original meeting which is being postponed or adjourned, save that notice shall be given within 2 business days of the date on which the meeting which is being postponed or adjourned was held and the only items on the agenda may be the items which were on the agenda for the original meeting. 17.7 If at the appointed time for a postponed meeting to begin or an adjourned meeting to resume, the quorum requirements are not met, then those Trustees present in person at the meeting including those participating electronically, will be deemed to constitute a quorum. 17.8 A meeting of the Trustees may be adjourned by unanimous vote. 18. Delegation of duties The Trustees may from time to time delegate to any individual Trustee or Trustees, or to a committee any specific duty or assignment.