Dated December 2008

Appleby Corporate Services (BVI) 

 

VISTA DISCRETIONARY TRUST WITH PROTECTOR

In respect of
The Passion Group Trust

 

APPLEBY

THIS DECLARATION OF TRUST dared December 2008 is made
BY Appleby Corporare Services (BVI) Ltd, a company Incorporated under rhe laws or rhe
Bnrish Virgin Islands, havrng its regisrered omce at No 5o Admin Drive, 0 Box 3190. Road
Town, Tortola, British Virgin Islands 

WHEREAS:

Dr Mudhar Ghassan shawlmr, of 6th Floor, Al Jawhara Building, Beirut, Lebanon (rhe
has transferred (rhe "Iniu'al Tnasr Fund") and ineends re iransrer one share of
Usn,000 in Passinn lnvesrmenrs Limited, represenring rhe endre share eapiral of Passion
Investments Limired to or on behalfoi'd-lc Original Trusree to he held upon rhe trusts hereinafter
expressed,

NOW THIS TRUST WITNESSES AS FOLLOWS:
1. INTERPRETATION
L1 In this Deed unless the Context othchise lequites'

ill the "Trust Fund" means rlie Ininal Trusr Fund, all at any limit
added thereto (whether by way of any further Trust of property accepted
by lhe Truslee, accumulation of income, capital accretion or otherwrse),
and all property From time to time representing the same;

1.12 the "Trustee" mcaris the mistee for Lime being ofthis Trust:

1.1.3 "Trust Period" means the period from date hereof and ending on [hc
earlier of:

14.3.1 the lasr day of rhe period of one hundred (100) years
commencing wirh rhe dare of this Trusr (which number of
years shall be period applicable ro rhis Trusr); and

1.13 2 such date as are Trustcr may by deed and wirh ronsenr in
wrinng of the Prerecror speufy (not being a dare earlier rhan
the dare ersuch deed);

1.1,4 "Beneficiaries" means the following objects or persons (whether or nol
such ohjeccs or persons are now in exisrenee or corne imp during
rhe Trusr Period), erher Lhan any ebjeer or person being an Excluded
Person:

 --

1.1.5

1.1.6

1.1.7

1.1.8

1.1.9
1.1.10

1.1.11

1.1.12

1.1.13

1.1.42 any other children of the Settlor?s son Ali Mudhar Shawkat, and
other remoter issue of such children and remoter issue;

1.1.4.3 Passion for Change a company incorporated under the laws of
Bermuda, having its registered of?ce at 

and
1.1.4.4 such other objects or persons as are added under Clause 3,
and ?Beneficiary? shall be construed accordingly;

?Excluded Person? means any object or person determined to be an
Excluded Person pursuant to Clause 3;

?Passion for Change? means Passion for Change or any company which
succeeds to the undertaking, property and liabilities of Passion for Change
(for the time being) as a result of any reconstruction or amalgamation or, if
there are two or more companies, the company to which the greater
proportion of the undertaking, property and liabilities of Passion for
Change passes;

?Protector? means the person for the time being appointed as the Protector
in accordance with Clause 14;

?Connected Person? means,?in relation to any person, any company (and
any direct or indirect parent or subsidiary of that company) in which that
person is an of?ce holder, a member, an employee or is in any other way
?nancially interested and any person which is an office holder in, a member
of or in any way ?nancially interested in that person;

the singular shall include the plural and vice versa and the masculine shall
include the feminine and the neuter and Vice versa;

?property? means property of any nature whatever, whether real or
personal, movable or immovable and any interest therein;

?person? includes a natural or any legal person and a ?company? means a
body corporate or any other legal person whether or not it is a body of
persons;

?Trustee Act? means the Trustee Act Chapter 303 of the Laws of the
Virgin Islands Revised Edition 1991;

an individual shall be considered ?incapable? only upon the adjudication of
that person by any court or other competent authority as not having the
mental capacity to manage his own affairs or upon a determination in
writing by the Trustee (relying upon such medical or other opinions as the
Trustee shall consider appropriate) that such person does not have the



14.

15.

13.4

13.5

13.6

Notwithstanding any other provision of this deed, no more than one Trustee may
be in of?ce at any one time and no person may be appointed Trustee unless that
person is a Designated Trustee.

For the purposes of Clause 13.3:

13.5.1 the Protector shall be deemed to have refused to act if, within [sixty

days of the Trustee sending to the Protector a notice in writing
referring to this Clause 13.5 and advising that the Trustee wishes to
retire, a successor Trustee is not appointed.

13.5.2 a Trustee shall be considered un?t to act if it has entered into

liquidation or has ceased to be a Designated Trustee.

The statutory power of appointing trustees shall not apply to this Trust.

APPOINTMENT OF NEW PROTECTOR

14.1

14.2

14.3

14.4

14.5

14.6

The initial Protector shall be Graeme Nuttall of Field Fisher Waterhouse of 35
Vine Street, London, EC3N 2AA, England.

The Protector shall cease to be the Protector on death if an individual or on
dissolution if a corporation or, in either case, on becoming unable or un?t to
act or making a valid appointment under Clause 14.3.

The Protector may by deed irrevocably appoint any other person to be
Protector of this Trust and, if the Trustee has been given written notice of the
appointment and if the person appointed consents in writing, such person shall
immediately become the Protector.

The Protector may by deed revocable during protectorship nominate a person
to become the Protector upon the person making the nomination ceasing to be
the Protector, and, thereupon if the nomination remains unrevoked and the
Trustee has been given written notice of the nomination and the person
nominated Consents in writing, such person shall immediately become the
Protector. 

If the Protector shall cease to be protector of this Trust for any reason whatever
without having validly appointed a successor, the Protector shall be the senior
partner for the time being of[ 

If notwithstanding the provisions of Clauses 14.2 to 14.5 there shall at any time
be no Protector of this Trust, the Trustee may by deed irrevocably appoint any
other person to be the Protector who is not in relation to the Trustee neither a
Connected Person nor a connected company.

THE PERSONAL POSITION

16.

15.1 THE Protector shall not be liable for any loss to the Trust Fund or the income
thereofhowsoever arising unless caused by the actual fraud of the Protector.

15.2 The Protector shall be entitled to reimbursement of all expenses properly
incurred by him (both during and after the time he is in of?ce) by virtue of
being or having been a Protector or otherwise in connection with his
appointment as Protector and where the Protector is a person engaged in a
business, to be paid his usual professional or other charges for all work done,
time spent and services rendered by him (or, if an individual, by his company)
in connection with this Trust.

15.3 The Protector may at any time or times during the Trust Period by instrument
in writing, revocable or irrevocable, given to the Trustee, extinguish (or restrict
in any manner the future exercise of) any or all of the powers vested in him] or
any requirement for its consent, so as (subject to any contrary intention
expressed in the instrument) to bind his successors.

15.4 The Protector may exercise or re??ain from exercising his powers in relation to
any matter arising under or in connection with this Trust notwithstanding that
the Protector or any Connected Person in relation to the Protector is directly or
indirectly interested (whether on his own account or in a fiduciary capacity
under any other trust) in the matter and without accounting for any resultant
pro?t.

PROPER LAW, FORUM AND PLACE OF ADMINISTRATION

16.1 The proper law of this Trust shall be that of the British Virgin Islands and all rights
under this Trust and its construction and effect shall be subject to and construed
according to the laws of the British Virgin Islands.

16.2 The courts of the British Virgin Islands shall be the forum for the administration of
these trusts.

16.3 Notwithstanding the provisions of Clauses 16.1 and 16.2,

16.3.1 the Trustee shall have power (subject to the application (if any) of the
rule against perpetuities) to carry on the administration of this Trust in
any jurisdiction in the world, whether or not such jurisdiction is for the
time being the Proper Law of this Trust or the courts of such
jurisdiction are for the time being the forum for the administration of
these trusts and whether or not the Trustee is for the time being resident
or domiciled in or otherwise connected with such jurisdiction;

16.3.2 the Trustee; with the written consent of the Protector but otherwise in
its absolute discretion, may at any time declare in writing that from the
date of such declaration the proper law of this Trust shall be that of any
speci?ed jurisdiction (being a jurisdiction which recognises the validity
of the trusts hereof and the respective interests of the Bene?ciaries) and