NOTICE TO THE MEMBERS OF THE ANNUAL GENERAL MEETING AND CVS OF CANDIDATES STANDING FOR ELECTION (continued) (iv) the replacement of clause 20.2 with the following new clause 20.2: “20.2 The Board shall, with effect from such date as the Board may determine for such purpose, be entitled to terminate a Member's membership of the Trust - 20.2.1 if such Member is not a participant in any Product provided by the Group; or 20.2.2 if, in the case of an Ordinary Member, such Member ceases to be a member, or ceases to be eligible for membership, of a Recognised Professional Organisation; or 20.2.3 if, in the case of an Ordinary Member, such Member ceases to be registered with, or ceases to be eligible for registration with, the statutory registering authority for his Profession; or 20.2.4 if such Member is, in the opinion of the Board, guilty of improper or unworthy or disgraceful conduct; or 20.2.5 upon his death; or 20.2.6 if, in the case of an Ordinary Member, he changes his Profession to one other than a Profession referred to in 17.2; or 20.2.7 if, in the case of an Ordinary Member that is a Corporate Member, it ceases to provide Professional services; or 20.2.8 for any other reason which the Board deems sufficient to warrant such termination, provided that the Board may, in its sole and absolute discretion, decide to allow any Member to continue as a Member notwithstanding the occurrence of an event referred to in this 20.2.” EXPLANATORY NOTE ON THE AMENDMENT OF THE TRUST DEED The proposed amendments to the Trust Deed are necessary for the reasons explained below. o The proposed amendment to clause 12.3 corrects a typographical error whereby the words "amendment or" had been omitted from the existing Trust Deed. o In order to enable the PPS Group to provide products to individuals that do not qualify to become Ordinary Members, provision will be made for such individuals to become Associate Members of the Trust, who do not have voting rights. In order to facilitate that proposal, it is proposed to amend the following three aspects of the current Trust Deed of the Trust: • the restriction in the proviso at the end of clause 17.2 that requires all Members to be "Professional and/or juristic Persons" will be removed; • the reference to "Professional Persons and juristic Persons that provide Professional services" in clauses 17.2.1 and 17.2.2 will however be retained, as those clauses operate in conjunction with clause 18.3, where the amendment will provide that only those Professional Persons and juristic Persons that provide Professional services will be Ordinary Members. Persons who do not qualify to become Ordinary Members will therefore be categorised as Associate Members pursuant to clause 18.4.4; and as a consequence of allowing Persons who are not Professionals to become Associate Members, there is also a need to clarify in clause 20.2 of the Trust Deed the basis on which different classes of Membership can be terminated. 240 Notice to the Members of the Annual General Meeting
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