Logic Portfolio Administration Service

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BAILLIEU HOLST LTD ABN 74 006 519 393

Australian Financial Services Licence No. 245421

Participant of ASX Group

This AGREEMENT BETWEEN BAILLIEU HOLST LTD, of Level 26, 360 Collins Street, Melbourne, Vic, 3000 (“Baillieu Holst”)

AND

The party or parties referred to in Schedule 1 (“Client”)

1. APPOINTMENT OF BAILLIEU HOLST

1.1 The Client appoints Baillieu Holst to provide administration services for the Client’s Investment Portfolio, on the terms and conditions of this Agreement and from the date of this Agreement.

1.2 The Client shall deliver to Baillieu Holst the necessary documents, monies, and/or investments to establish the administration services for the Investment Portfolio for the Client.

2. SERVICES PROVIDED BY BAILLIEU HOLST

2.1 Baillieu Holst will establish and maintain the administration services for the Client’s Investment Portfolio by recording all transactions, income and expenditure affecting the Client’s Investment Portfolio. The Client agrees that Baillieu Holst will make any changes to accounts, records, registers or other documents to reflect any changes to the Client’s registration details.

2.2 All monies deposited by the Client with Baillieu Holst or received by Baillieu Holst on behalf of the Client (including all cash dividends or other income, profits or cash returns earned on the Investment Portfolio) will be deposited to the credit of the Client within one (1) clear business day.

2.3 Investments comprising the Investment Portfolio will be recorded in the name of the Client and all applications and instructions for investment shall be executed by Logic on behalf of the client.

2.4 All investments received by Baillieu Holst on behalf of the client will, in the case of Clearing House Electronic Sub-register System (“CHESS”) investments, be held in accordance with the terms of the relevant sponsorship agreement; or

Baillieu Holst may at its discretion hold certain Investment Portfolio investments under a custodial arrangement (e.g. International equities). Under these circumstances Baillieu Holst will advise the client of the arrangements and also of any costs that will be incurred on the Client’s behalf.

2.5 Baillieu Holst will provide to the Client during the term of this Agreement and otherwise upon request by the Client, an electronic calendar quarterly report setting out:

• all income and dividends received on behalf of the Client by Baillieu Holst on the investments;

• details of any new investments made or any variations to or redemption of the investments;

• a valuation of the investments; and

• realised and unrealised capital gains/losses of the investments; together known as the “Portfolio Summary Report”. Baillieu Holst will provide the Portfolio Summary Report in electronic format (unless otherwise requested) within ten business days of the end of each calendar quarter. Certain information contained in the Portfolio Summary Report may also be made available to the Client through the Baillieu Holst website.

2.6 Baillieu Holst will, on a daily basis where able:

• reconcile the Client’s CHESS held investments,

• reconcile the Client’s cash position to relevant bank statements.

At the end of each financial year Baillieu Holst will cause a registered company auditor to carry out an audit to ensure Baillieu Holst is fulfilling its obligations under this Agreement.

3. CLIENT OBLIGATIONS

3.1 The Client agrees that Baillieu Holst will have no obligations under the Agreement until:

Logic Portfolio Administration Services Agreement & Application Form

Terms and Conditions

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• the Client enters into a CHESS “Broker Sponsorship Agreement”, where the Client appoints Baillieu Holst as Sponsoring Broker and Baillieu Holst agrees to act as Sponsoring Broker for all the Client’s eligible investments listed on ASX or NSX;

• the Client

(a) opens a cash management account with Baillieu Holst in the Client’s name (“CMA account”); or

(b) provides access to Baillieu Holst to an existing bank account in the Client’s name so that dividends and distributions related to the Client’s Investment Portfolio can be credited into the Client’s nominated bank account;

• the Client approves the initial Investment Portfolio. Information used in establishing the initial Investment Portfolio will be sourced from a combination of client records, Baillieu Holst records, Share Registry records and Statutory Declarations (if required).

3.2 All correspondence in respect of the investments comprising the Investment Portfolio is to be addressed to the Client care of Baillieu Holst to enable accurate records to be maintained.

3.3 Dealings in ASX listed shares will be automatically recorded in the Investment Portfolio if conducted through Baillieu Holst. Any new issues subscribed for directly by the Client or share dealings through stockbrokers other than Baillieu Holst will require the Client to advise Baillieu Holst of this information or the Portfolio Summary Report will be incomplete.

4. FEES PAYABLE TO BAILLIEU HOLST

4.1 In consideration of the services to be provided by Baillieu Holst pursuant to this Agreement, the Client agrees to pay Baillieu Holst (a proportion of which may be payable as commission to the Client’s Baillieu Holst adviser):

(a) An Establishment Fee based on the aggregate of the monies and investments contributed by the Client at the commencement of this Agreement at a rate described in Clause 11 and Schedule 1, which will be payable upon execution of this Agreement.

(b) Ongoing Administration Fees as described in the Schedule of Fees shall be levied and paid in accordance with Schedule 1.

(c) Fees on Termination will apply as described in the attached Schedule of Fees if either party terminates the Agreement pursuant to Clause 7. (d) An Early Termination Fee will become payable to Baillieu Holst if the Client terminates this Agreement within twelve (12) months of entering into this Agreement. The Termination Fee will apply as described in the Clause 11 and Schedule 1.

4.2 The Client will authorise Baillieu Holst to deduct from the CMA account all amounts required to pay the fees of Baillieu Holst. Where there are insufficient funds standing in the CMA account to meet such fees, the fees are to be paid within 30 days of the date of the invoice issued by Baillieu Holst. Baillieu Holst reserves the right to liquidate a portion of the Investment Portfolio to meet any unpaid fees.

4.3 The fees referred to in this Agreement include Goods and Services Tax (“GST”). In the event of Baillieu Holst being liable to pay any other similar taxes and charges relating to the supply of the services to the Client, the full amount of those taxes and charges will be payable by and recoverable from the Client subject to Baillieu Holst providing to the Client an appropriate invoice.

4.4 Baillieu Holst may receive commission from the Client’s CMA account provider calculated on the average of the Client’s CMA account balance (this commission is independent of the interest paid on the Client’s CMA account).

5. ACCURACY OF REPORTS

5.1 Baillieu Holst utilises and relies upon a third party portfolio administration software package to produce the Portfolio Summary Report. Although it will exercise all reasonable care and skill, Baillieu Holst cannot guarantee that the Portfolio Summary Report will be free from errors or omissions.

5.2 If, on receipt of a Portfolio Summary Report, the Client becomes aware of any errors or omissions, the Client must notify Baillieu Holst as soon as practicable and Baillieu Holst must correct any such errors or omissions within ten business days of notification having been received from the Client.

Logic Portfolio Administration Services Agreement & Application Form

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6. RELEASE AND INDEMNITY

6.1 Baillieu Holst agrees that in providing the Administration Service it will exercise all reasonable care and skill. By signing this Agreement, the Client acknowledges and accepts that, to the maximum extent permitted by law, Baillieu Holst, its officers, servants and agents are under no liability whatsoever whether in contract or tort (including, without limitation, negligence), breach of statute, or any other legal or equitable obligation in respect of any loss whether actual, contingent or consequential incurred by the Client arising out of or in connection with this Agreement, whether by any act or omissions.

6.2 If, not withstanding clause 6.1, Baillieu Holst is found to be liable, the total liability of Baillieu Holst for all claims arising out of or in connection with the Agreement, regardless of the cause of action, is limited to the amount of administration fees paid by the Client to Baillieu Holst under this Agreement for the financial year during which Baillieu Holst is found to be so liable.

6.3 The Client agrees to indemnify Baillieu Holst against all actions, proceedings, claims, demands, taxes, costs, expenses, and liabilities howsoever arising from any investments made pursuant to this Agreement, including but without limiting the generality of the foregoing all stamp, financial institutions, registration and other duties, bank accounts, debits tax and other taxes, levies, imposts, deductions and charges whatsoever.

7. VARIATION AND TERMINATION

7.1 Either party may terminate this Agreement by giving one (1) month’s notice in writing to the other subject to the payment of any accrued fees, including any Early Termination Fee, due to the date of termination.

7.2 This Agreement may be varied by Baillieu Holst by giving one (1) month’s notice in writing to the Client.

8. PRIVACY

8.1 The Client’s personal information may be used by Baillieu Holst to provide products, services or information to the Client in accordance with the Client’s requests or reasonable expectations and to inform the Client of other services that may meet the Client’s needs. Baillieu Holst will only disclose the Client’s personal information to third parties carrying out functions on behalf of Baillieu Holst on a confidential basis, or

to the extent necessary to comply with its obligations pursuant to this Agreement or as required or authorised by law.

9. AUTHORISATION

9.1 The Client authorises Baillieu Holst to:

• quote the Client’s tax file number(s) or exemption(s) on any investments made on the Client’s behalf;

• notify the registries and investment bodies of a change of registration address to: C/- Baillieu Holst Ltd (LOGIC) PO Box 48, Collins Street West Melbourne Vic 8007

• draw and deposit funds from and to the Client’s CMA account to facilitate the Client’s Investment Portfolio related transactions;

• quote the Client’s bank account details for the purpose of all income payments direct to the Client’s CMA account or other nominated bank account in accordance with clause 3.1; and • deduct any fees described in Clause 4 from the Client’s CMA account.

10. INTERPRETATION

10.1 Any notice or other communication to be made or given under this Agreement by the Client to Baillieu Holst shall be in writing and signed by the Client. Legible facsimiles are acceptable provided all conditions of this Clause 10 are met.

All notices, requests, consents and other documents must be received between the hours of 9.00am and 5.00pm on any business day; if personally served, by being left at the address between the hours of 9.00am and 5.00pm on any business day.

All notices, requests, consents and other documents must be addressed as follows:

To: Baillieu Holst Ltd, Level 26, 360 Collins Street Melbourne Vic 3000 Telephone: 61 3 9602 9222 Facsimile: 61 3 9642 0170 logicservices@baillieu.com.au Attention: Manager Logic Portfolio Administration Services

10.2 Neither the Client nor Baillieu Holst shall assign, transfer or convey any of its rights without the prior written consent of the other.

Logic Portfolio Administration Services Agreement & Application Form

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Logic Portfolio Administration Services Agreement & Application Form

10.3. This Agreement is governed by the laws of the State of Victoria and the parties consent to submit themselves to the non-exclusive jurisdiction of the Courts of the State of Victoria.

10.4 Any provision or clause in the Agreement that is prohibited, void, illegal or unenforceable in other jurisdictions will be ineffective only to the extent of that prohibition and will not affect the validity, legality or enforceability of the remaining provisions or clauses of this Agreement.

10.5 This Agreement shall bind the Client and Baillieu Holst and their respective personal representatives, successors and permitted assigns and any reference to either of them in this Agreement shall include their personal representatives, successors and permitted assigns.

10.6 The Agreement including any attachments and Annexures constitute the entire agreement between the parties in respect of the matters dealt with in this Agreement and supersede all prior communications and representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers in respect of the matters dealt with in this Agreement.

10.7 Each of the parties and their respective directors, employees and agents shall keep confidential all discussions, documents, information and negotiations relating to any matter arising out of this Agreement except where disclosure may be required by law, or is otherwise already within the public domain.

11. FEES

11.1 Fees applicable to the Client’s account are detailed on Schedule 1 of this Agreement.

11.2 Any Ongoing Administration Fee is charged in arrears on a calendar monthly, quarterly, semi-annual or annual basis as detailed in Schedule 1. The Ongoing Administration Fee is based on the capital base value of the Investment Portfolio at the end of the relevant payment cycle.

FEE : As set out in Schedule 1

11.3 Fees on Termination

• On one month’s notice by either party, and where the Agreement has exceeded one year, Termination Fees will be calculated in accordance with the Ongoing Administration Fee.

• If the Agreement is terminated before the expiration of one year, an Early Termination Fee of $550 will apply.

11.4 All fees include GST.

Signature of Director Print Name of Director Signature of Director / Company Secretary Print Name of Director / Company Secretary

Signature of Client 1 / Director Signature of Client 2 / Director / Company Secretary Signature of Client 3

Print Name of Client 1 / Director Print Name of Client 2 / Director / Company Secretary Print Name of Client 3

Signature of Witness Signature of Witness Signature of Witness

Name of Witness Name of Witness Name of Witness

Date Date Date

SCHEDULE 1: CLIENT ACKNOWLEDGMENT AND AGREEMENT

THIS AGREEMENT is made on the day of In the State of Victoria, in pursuance of Section 107(1) of The Instruments Act 1958.BAILLIEU HOLST LTD ABN 74 006 519 393 Participant of ASX Group Australian Financial Services Licence No. 245421 Logic Portfolio Administration Services Agreement By signing this agreement, I/We agree that I/We have read and understood the Baillieu Holst Ltd Logic Portfolio Administration Services brochure and agree to be bound by the terms and conditions contained within the brochure.

This AGREEMENT IS BETWEEN CLIENT NAME: THIS SECTION MUST BE COMPLETED

AND Baillieu Holst Ltd, of Level 26, 360 Collins Street, Melbourne, Vic, 3000 (“Baillieu Holst”)

Account Number Advisor Name

LOGIC PORTFOLIO ADMINISTRATION SERVICES FEE Charged in arrears on the basis detailed, the Ongoing Administration Fee is based on the capital base value of the Investment Portfolio at the end of the calendar month. FEES (All Amounts inclusive of GST)

Fee Type Amount: Rate (%) or Flat Fee When Charged

Establishment Fee On establishment

Ongoing Administration Fee (per annum)

In arrears on the basis of: Monthly Semi-Annual Quarterly Annual * Based on capital base value of Investment Portfolio at the end of the calendar month

Performance Fee

Termination Fee $550.00

Per the ongoing administration fee

If Agreement terminated less than 12 months afterAgreement entered

If Agreement terminated more than 12 months after Agreement entered

Other Fees (to be detailed)

Consent to share with advisor:

CLIENT SIGNATURE REQUIRED Individual Client(s): All individuals to sign By signing this declaration you agree to the terms and conditions

and to the payment of the relevant fees.

Trustees: All Trustees to sign Company: 2 directors or director & company secretary unless a sole

director company (refer section 127 of the Corporations Act)

Name TFN Type (eg, individual, trust)TAX FILE NUMBER

Quotation of your Tax File Number (TFN) is optional. However, if the TFN or exemption is not quoted then tax may be deducted at the top marginal rate from your interest and dividend payments.

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Signed as an Agreement by Baillieu Holst Ltd (ABN 74 006 519 393). (OFFICE USE ONLY)

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RESTRICTED POWER OF ATTORNEY

THIS LIMITED POWER OF ATTORNEY is made on day of

BY

Full name (and ACN or ABN if a company)

(“Appointor”)

of

Residential address (or registered office of company)

Account Number Advisor Name

I APPOINT Baillieu Holst Ltd ABN 74 006 519 393 of Level 26, 360 Collins Street, Melbourne, Victoria (“Baillieu Holst”) and each director, company secretary and officer authorised by Baillieu Holst on their behalf jointly and severally to be my attorney from this date.

1. I AUTHORISE my attorney to do, in my name or on my behalf, everything necessary or expedient that I may lawfully authorise my attorney to do under or in connection with my/ our Logic Portfolio Administration Services Agreement with Baillieu Holst (“Agreement”).

2. I DECLARE everything done by my attorney in exercising power under this power of attorney is as valid as if it had been done by me.

3. I SHALL RATIFY AND CONFIRM whatever my attorney shall do in exercising powers under this power of attorney.

4. I HEREBY INDEMNIFY my attorney against all claims, liabilities, losses, costs, demands, charges or expenses arising from the exercise in good faith of the powers granted under this power of attorney.

5. I AUTHORISE my attorney where required to stamp and register this instrument at my cost.

6. I DECLARE that any person, corporation, entity or authority dealing with my attorney may accept a written statement signed by my attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

7. I AUTHORISE my attorney to do anything which may confer a benefit to Baillieu Holst or a third party.

8. I DECLARE that this power of attorney will continue to operate and have full force and effect until all of my obligations under the Agreement are discharged.

EXECUTED AS A DEED POLL

Signed sealed and delivered by the Appointor:

*Witness declaration:

A witness to this declaration acknowledges that it is true and correct and that a person making a false declaration is liable to penalties of perjury.

CLIENT SIGNATURE REQUIRED

Individual Client(s): All individuals to sign By signing this declaration you agree to the terms and conditions

and to the payment of the relevant fees.

Trustees: All Trustees to sign Company: 2 directors or director & company secretary unless a sole

director company (refer section 127 of the Corporations Act)

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Signature of Client 1 / Director Signature of Client 2 / Director / Company Secretary Signature of Client 3

Print Name of Client 1 / Director Print Name of Client 2 / Director / Company Secretary Print Name of Client 3

Signature of Witness * Signature of Witness * Signature of Witness *

Name of Witness Name of Witness Name of Witness

Date Date Date

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www.baillieuholst.com.au

Baillieu Holst LtdABN 74 006 519 393Australian Financial Services Licence No 245421Participant of ASX GroupParticipant of NSX LtdParticipant of Chi-X Australia Pty LtdParticipant of SIM-VSE

www.baillieuholst.com.au

Melbourne (Head Office)Address: Level 26, 360 Collins Street Melbourne Victoria 3000 AustraliaPostal: PO Box 48 Collins Street West Victoria 8007 Phone +613 9602 9222 Facsimile +613 9602 2350 Email: melbourne@baillieuholst.com.au

Bendigo OfficeAddress: Cnr Bridge & Baxter Streets Bendigo Victoria 3550 AustraliaPostal: PO Box 40 Bendigo North Victoria 3550 Phone +613 5443 7966 Facsimile +613 5442 4728 Email: bendigo@baillieuholst.com.au

GeelongAddress: 16 Aberdeen Street, Geelong West Victoria 3218 AustraliaPostal: PO Box 364, Geelong Victoria 3220Phone +613 5229 4637Facsimile +613 5229 4142Email: geelong@baillieuholst.com.au

Newcastle OfficeAddress: Level 1, 120 Darby Street Cooks Hill NSW 2300 AustraliaPostal: PO Box 111 The Junction NSW 2291 Phone Ph +612 4925 2330 Facsimile +612 4929 1954 Email: newcastle@baillieuholst.com.au

Perth OfficeAddress: Level 10, 191 St George’s Terrace, Perth WA 6000 AustraliaPostal: PO Box 7662, Cloisters Square, Perth WA 6850 AUSTRALIA Phone Ph +618 6141 9450 Facsimile +618 6141 9499 Email: perth@baillieuholst.com.au

Sydney OfficeAddress: Level 18, 1 Alfred Street Sydney NSW 2000 AustraliaPostal: PO Box R1797 Royal Exchange NSW 1225 Phone +613 9250 8900 Facsimile +6129247 4092 Email: sydney@baillieuholst.com.au