RE: FORMATION OF A TRUST

I refer to the discussion with your Mr. Joseph Kibuta during which you informed me that your
organization, Panda Flowers Ltd and others, wish to set up a trust. As agreed, I set out below the
requirements, procedures and costs for setting up the said trust.

1. TRUST DEED

The main requirement for the formation of a trust is to have a Trust Deed. The Trust Deed
will be the document governing the operations of the trust and accordingly will contain
information such as:

a) the original trustees;

b) the beneficiaries of the trust;
c) the assets of the trust;
d) procedures for the appointment and removal of trustees;
e) powers of the trustees;
f) such other additional clauses as may be desired by yourselves.

We suggest the Trust Deed should expressly provide that the trust is a public charitable trust
as only then can it possibly qualify for exemption from income tax.

2. PROCEDURE

a) Once the Trust Deed is prepared, it is to be signed by all the original trustees named
therein.

b) After signature the Trust Deed is taken to the Lands Office for stamping upon
payment of stamp duty.

c) Upon completion of stamping the Trust Deed is then taken to the Registry of
Documents for registration and this completes the process of setting up the trust
3. INCORPORATION OF THE TRUSTEES

Once the above procedure is complete, the trust will be established but it will not be a
body corporate separate from the trustees. Accordingly any actions to be done by the
trust will have to be done by the trustees in their individual names and not in the
name of the trust. The trustees will also be personally liable for the activities of the
trust.

To avoid this, we suggest that the trustees be registered as a body corporate with
perpetual succession. Once this is done, any property acquired by the trust will be
owned in the registered name of the trustees e.g. Naivasha Women’s Health Care
Clinic Registered Trustees as opposed to the trustees’ own names). The trust will also
have powers to do all things in its own behalf rather than through the trustees.

The procedure for incorporating the trustees is as follows:-

a) The trust must be registered or exempted from registration under the Societies
Act or incorporated under the Companies Act. We would propose that the
trust applies for exemption from registration under the Societies Act. To apply
for exemption, the following information shall be required;-

 the name of the society;

 the objects of the society;
 the class of persons to whom membership is open;
 the present number of members;
 the titles of the officers of the society;
 the names, occupations and addresses of the present or proposed officers;
 the land and premises (if any) owned by the society and the manner in
which such property is held;
 the registered office and postal address of the society;
 the constitution of the society which must contain among other things the
name, objects, conditions of membership, subscription fees, articles on
suspension and expulsion of members, election and dismissal of office
bearers, manner of dissolution, etc.

b) Once the application for exemption is signed by any three (3) office bearers, it
is filed for registration with the Registrar of Societies.

c) The application then goes through a process of vetting by the National

Security Intelligence Services which procedure has in the past taken between
5-8 months. Depending on circumstances, like in the instant case where
government is involved, the period may be much shorter.

d) Thereafter if the application for exemption is approved, a Certificate of

Exemption is issued; if it is not approved, the application will be considered as
an application for registration of a society in which event a Certificate of
Registration may be issued.

e) Once the Certificate of Exemption (or Registration as the case may be) is
issued this is filed with the Registrar of Documents together with the
Application for Registration of a Certificate of Incorporation, the Trust Deed,
details of the trustees, details of the property held or to be held by the trustees,
the proposed title of the corporate body which must include the words
“trustees” and “registered”, an imprint of the proposed common seal and the
regulations for the custody and use of the common seal.
f) A Certificate of Incorporation is issued under the hand of the Minister for
Lands.

4. COSTS

The costs for the above-mentioned procedure shall be based under the
following headings

a) Legal fees for:

i) - Drafting and finalizing Trust Deed
- Drafting constitution and
Statutory forms for applying
for registration/exemption as a
Society
- Preparing and filing application
for incorporation of Trustees

b) Stamp duty on the Trust Deed

c) Government fees for registration of the Trust Deed
d) Government fees for application for exemption
e) Government fees for registration of the Certificate of Incorporation.
f) Disbursements viz telephone, photocopy, postage and incidentals
g) VAT @ 16% on a) and f) above

With the proposed Trust in mind, and taking cognisance of the task involved, a total
fee note inclusive of disbursements and VAT shall be Ksh. 140,000.00. This shall
cover the whole process from beginning to the end.

We trust that the above is a clear summary of procedures but please do not hesitate to
contact us should you require any other or further clarification.

Please confirm your agreement to the quoted fees to enable us start preparation of the
necessary documents on your behalf including the Trust Deed and the Constitution.

Yours Sincerely,
DECLARATION OF TRUST

Establishing the

NAIVASHA WOMEN’S HEALTH CARE CLINIC TRUST

1) PANDA FLOWERS LTD

2) ………. FLOWERS LTD

3) M.O.H, NAIVASHA DISTRICT HOSPITAL

THIS DECLARATION OF TRUST known or referred to as NAIVASHA WOMEN’S
HEALTH CARE CLINIC TRUST is made the…………….day of………………………2008
BETWEEN
………………………………….OF………………………………………………
(herein collectively called “the Original Trustees”).

WHEREAS

A) As from the……………………day of……………….2008 (hereinafter referred to as

“the Commencement Date”) the Original Trustees wish to establish in Kenya an
irrevocable Public trust to be known as NAIVASHA WOMEN’S HEALTH CARE
CLINIC TRUST for the advancement of sustainable and affordable healthcare for
women in Naivasha area region so targeting women working in horticultural farms in
the region of certain residents of Kenya and generally to promote the social and
economic wellbeing of such persons.

B) The Original Trustees wish to declare certain trusts concerning the sum of Kenya
Shillings………………….already held by them.

NOW THIS DEED WITNESSES and it is hereby declared as follows:-

1. DEFINITIONS AND INTERPRETATION

In this deed where the context so admits the expressions hereinbefore defined shall
have the meanings thereby assigned to them respectively and in addition:-

1.1 “Assets” means property of any kind whatsoever other than cash;

1.2 “Beneciciaries” means:-

1.2.1 the persons specified in the First Schedule; and

1.2.2 such other persons as may be added to the class of Beneficiaries in

exercise of the power conferred upon the Trustees by clause 5.20
below the “Beneficiary” means each and any of the Beneficiaries.

1.3 “Deed” means any instrument in writing signed by the parties thereto in the
presence of an independent witness and dated or in the case of a body
corporate then executed in accordance with its Articles of Association or other
statute of such corporate body;

1.4 “Trust” means the settlement created by this Declaration of Trust.

1.5 “the Trustees” means the Original Trustees or the trustee or trustees for the
time being of this Trust.

1.6 “the Trust Fund” means:-

1.6.1 the sum of ……………………………………already held by the Original

Trustees for the purposes set herein

1.6.2 all moneys investments or other property afterwards paid or transferred by any
person or persons to or so as to be under the control of and ( in either case)
accepted by the Trustees as addition to the Trust Fund

1.6.3 all accumulation (if any ) of income held as an accretion to the capital and

1.6.4 the money investments and property from time to time representing such
money, property and additions.

1.7 The Singular includes the plural and the masculine includes the feminine and
vice versa.
 1.7 The singular includes the plural and the masculine includes the feminine and vice
versa.

1.8 The headings and sub-headings in this Trust are inserted only for ease of reference to the
provisions of it and shall not affect the construction of such provisions.

1.9 Unless the context so requires, where this Trust refers to any enactment, the reference is a
reference to that enactment as amended from time to time.

2. CHARITABLE TRUSTS

As from the Commencement Date the Trustees shall hold the capital and income of the Trust
Fund upon the following irrevocable charitable trusts:-

2.1 Upon trust for such public charitable purposes directed wholly towards enhancement
of provision of quality healthcare for women.

2.2 The Trustees shall have power to accumulate and capitalize the whole or any part of
the income of the Trust Fund by investing it in any of the investments hereby
authorized and so that any such investment shall be an accretion to the capital of the
Trust Fund and be held upon the same trusts and as one fund therewith for all
purposes.

3. TRUST FOR SALE

The Trustees shall hold any real or immovable property comprised in the Trust Fund
upon trust to sell the same with power to postpone such sale for such period as they
shall decide and shall hold all other Assets comprised in the Trust Fund upon trust
either to permit the same to remain as invested or to sell or convert into cash all or
any such Assets and upon truest to invest the same in their names or under their
control in any of the investments hereinafter authorized with power to change any
such investments.

4. TRUST FOR ADDITIONAL PROPERTY

The Trustees may at any time accept such additional cash or Assets as may be given
to them to be held upon the trusts hereof by any person organization or corporation
either by will or by lifetime gift or by the provisions of any other trust or otherwise
(including Assets of an onerous nature which the Trustees consider to be beneficial or
desirable additions to the Trust Fund) and either for the general purposes of the trusts
hereby declared or upon any special trusts declared by the testator or donor and in the
absence of any direction to the contrary any such additional cash or Assets so
accepted by the Trustees shall be held by them upon the trusts hereof:-

4.1 In the case of capital cash or Assets as an accretion to the capital of the Trust Fund;

4.2 In the case of cash being income as part of the income of the Trust Fund.

5. TRUSTEES ADDITIONAL POWERS

Without prejudice to any powers which may expressly or by implication be vested in

the Trustees under the provisions hereof or by law the Trustees shall have the
following additional powers:-

5.1 Invest

To invest or lay out the Trust Fund in the Purchase of or at interest upon the
security of such stocks, funds, shares, securities or other Assets of whatsoever
nature and wheresoever situate and whether involving liability or not and
whether producing income or not as the Trustees shall in their absolute
discretion think fit to the intent that the Trustees shall have the same full and
unrestricted powers of investing and transposing investments and laying out
money as if they were beneficially entitled thereto;
5.2 purchase etc

To purchase take on lease or otherwise acquire any freehold leasehold or other

immoveable property either by way of investment or for occupation and use
for any of the charitable purposes hereby authorized and to sell exchange
surrender let or otherwise deal with any such property;

5.3 borrow

At any time to borrow money on the security of the Trust Fund with power to
charge any part of the capital or income of the Trust Fund with repayment of
any money so borrowed and to pay or apply money so borrowed in any
manner in which money forming part of the Trust Fund may be paid or
applied;

5.4 purchase etc

To purchase hire or otherwise acquire any chattels required or likely to be

required for the purposes of or in connection with any charitable works being
carried on by the Trustees and authorized hereby and sell or otherwise deal
with any such chattels;

5.5 invite donations

At any time to invite and with or without such invitation receive contributions
from any person corporation or organization either by way of donation or
annual or other subscription or legacy or otherwise for the benefit of the
charitable purposes declared herein;

5.6 vest property

To allow any part of the Trust Fund to be in nominee names held by or

registered in the name of any nominee whether or not including the Trustees
or any of them without being accountable for any default on the part of any
such nominee;

5.7 operate bank accounts

To open and maintain in their joint names or in the names of any of them an
account at such bank as they shall from time to time decide and to place any
cash forming part of the Trust Fund to the credit of such account or on deposit
with any building or investment society or other financial institution;

5.8 lend money

To lend money to such persons and on such terms as may seem expedient; to
guarantee and become surety for the liabilities of, the performance of
contracts and the repayment of money by any persons whether by the Trust in
any way and in particular by any legal or equitable mortage or charge upon
any of the Trust’s property or by the issue of debentures charged upon any of
the Trust’s property or by the issue of debentures charged upon any of the
Trust’s property present and future or by the issue of any security whether
registrable or not;

5.9 make bye-laws or rules etc.

At any time to make such arrangements or draw up such schemes and bye-
laws and rules as they shall think fit for the administration of the charitable
trusts declared herein and for the management of the Trust Fund and to amend
alter or repeal any of these arrangements schemes bye-laws or rules;
5.10 employ officers

To appoint or employ and fix the remuneration of medical personnel and such
other officers and employees and members of a board of advisors as they shall
from time to time decide and to pay such remuneration from the capital or
income of the Trust Fund;

5.11 incorporate

To incorporate or register any company with or without limitation of the

liability of its members to facilitate the administration of the charitable trusts
declared herein or to register the Trustees as a body corporate with perpetual
succession under the appropriate legislation;

5.12 delegate

To delegate such of the powers authorities and discretion by this deed or by

law conferred on them as the Trustees shall see fit to any committee or other
proper officer constituted or appointed in accordance with any bye-laws or
rules drawn up by the Trustees as aforesaid or otherwise employed by them;

5.13 insure

To insure against any loss or damage any Assets in the Trust Fund for any
amount and to pay the premia out of the capital or income of the Trust Fund;

5.14 employ agents

Instead of acting personally to employ and pay at the expense of the income or
capital of the Trust Fund any agent in any part of the world without being
responsible for the default of such agent if employed in good faith to transact
business or do any act required to be transacted or done in the execution of the
trusts hereof including receiving and paying money and executing documents;

5.15 carry on Business

To carry on or manage such business or business commercial enterprise

whether for profit or otherwise as the Trustees decide should be carried on or
managed in connection with these trusts;

5.16 release powers

By deed revocable or irrevocable to extinguish release revoke or restrict the

future exercise of any power conferred on the Trustees by this Deed.

5.17 Payment to other trusts

Pay or transfer the whole or any part of the capital, Assets or income of the
Trust Fund to the trustees for the time being of any other trust wheresoever
established or existing under which any one or more of the Beneficiaries are
interested or for charitable purposes if the Trustees shall in their absolute
discretion consider such payment to be for the benefit of such one or more or
the Beneficiaries or that the trust is for educational charitable purposes.

5.18 Payment of taxes etc.

Apply the whole or any part of the capital or income of the Trust Fund in or
towards payment or discharge of any tax duty or fiscal imposition whatsoever
levied or imposed in any part of the world upon the trustees of or otherwise in
respect of any other trust in which the Beneficiaries or any one or more of
them shall be interested.
5.19 Transfer

Form companies in any part of the world and companies may at their
discretion transfer to those companies all or any part of capital or income of
the Trust Fund and the cost of forming such companies shall be on the Trust
Fund.

5.20 Power of addition

The trustees shall have power at any time during the Trust Period to add to the
Beneficiaries such one or more persons as the Trustees shall in their absolute
discretion determine. Any such addition shall be made by Deed signed by the
Trustees specifying the name of such additional Beneficiary and the date from
which such person or persons shall be so added.

6. ENLARGEMENT OF TRUSTEES’ POWERS

If in the course of the management or administration of the Trust Fund the

Trustees consider that any transaction is expedient but cannot be effected by
reason of the absence of any power for that purpose vested in the Trustees by
this Deed confer upon themselves or on their nominees either generally or in
any particular instance the necessary power that purpose without the need to
obtain an order of the Court provided always that no amendment under this
Clause shall be made to the charitable trusts declared in Clause 2 hereof.

7. POWER FOR MAJORITY TO ACT

So far as possible there shall never be less than three Trustees hereof and any
of the trusts and powers vested in or exercisable by the Trustees under this
Trust (other than power to appoint and remove trustees) shall so long as there
are not less than three Trustees be capable of being performed or exercised by
a majority of the Trustees and any action or decision of such majority shall be
as valid as it would have been if done or made by all the Trustees.

8. REMOVAL OF TRUSTEES

The Trustees may at any time and without assigning any reason therefor by
Deed signed by all of them except the person to be removed as a Trustee
remove any person from office as a Trustee hereof and the person so removed
shall upon receipt of a certified copy of such Deed immediately cease to be a
Trustees and become and be incapable of acting as such.

9. APPOINTMENT OF NEW TRUSTEES

The Trustees shall have power by deed to appoint new or additional Trustees
failing which the statutory power of appointing new and additional Trustees
contained in section 37 of the Trustee Act shall apply to this Trust provided
that a Trustee who has been removed under the provisions of the preceding
clause shall not be regarded as a Trustee for the purposes of appointing new or
additional Trustees.

10. DEALINGS WITH TRUSTEES

No purchaser mortgage or other person dealing or proposing to deal with the

Trustees or with any persons purporting to be the Trustees shall be concerned
or entitled to enquire as to the right of the Trustees to enter into any
transaction or as to the validity of any appointment or removal of any Trustee
or former Trustee.
11. APPOINTMENT & REMUNERATION OF CORPORATE TRUSTEE

Nothing contained herein shall prevent the appointment of a corporation to be

a trustee or sole trustee hereof upon such terms as to remuneration as at or
prior to its appointment may be agreed in writing between such corporation
and the persons or persons making such appointment and in default of such
agreement in accordance with the corporation’s published terms and
conditions as to acceptance of trusts current at the date of its appointment.

12. REIMBURSEMENT OF TRUSTEES’ EXPENSES

The Trustees may reimburse themselves out of the capital or income of the
Trust Fund all reasonable costs charges and expenses or incidental to the
administration of the trusts hereof but (subject always to provisions of the
following clause) shall not otherwise be permitted to charge for their services.

13. PROFESSIONAL TRUSTEES’ CHARGING CLAUSE

Any Trustee being a corporate body or an Advocate or other individual in any

profession or business shall be entitled to charge and be paid all usual
professional or other fees for business done and time spent and services
rendered by it or him or his firm in executing the trusts and powers hereof
whether in the ordinary course of its or his profession or business or not and
although not of a nature requiring the employment of a corporate body or an
Advocate or other professional or business person.

14. NO TRUSTEE LIABLE FOR LOSS

In the execution of the trusts powers and discretion herein contained or by law
conferred on the Trustees no Trustee shall be liable for any loss to the Trust
Fund arising in consequence of the failure depreciation or loss of any
investments made in good faith or by reason of any mistake or omission made
in good faith or of any other matter or thing except willful and individual
fraud and wrongdoing or personal conscious bad faith on the part of the
Trustee who is sought to be made liable.

15. CONFIDENTIALITY

Subject to the provisions of the relevant laws and to any order of a court of
competent jurisdiction, the Trustees shall not be obliged to disclose to any
Beneficiary or any other person whatsoever the affairs of the Trust or the
financial position or transaction of the Trust.

16. IRREVOCABILITY

This Trust shall be irrevocable.

17. PRELIMINARY EXPENSES

The Trustees shall have the power to pay out the Trust Fund all expenses of
whatever nature incidental to the creation of this Trust.
IN WITNESS whereof the Original Trustees have hereunto set their hands and seals
the day and year first before written.

SIGNED, SEALED AND DELIVERED by }

}
}
in the presence of: }
}
}
}
}
}
}
SIGNED, SEALED AND DELIVERED by }
}
}
}
in the presence of: }
}
}
}
}
SIGNED, SEALED AND DELIVERED by }
}
}
in the presence of: }
}
}