pullig&co Solicitors CHABITYCOMMISSION RECEIVED IN 22 JAN 2003 DECLARATION OF TRUST DATED constituting THE GUILD OF OUR LADY OF GOOD COUNSEL

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1 1 RECEIVED IN REGcTP&T!0fS3(T) 22 JAN 2003 CHABITYCOMMISSION DATED 2003 DECLARATION OF TRUST constituting THE GUILD OF OUR LADY OF GOOD COUNSEL pullig&co Solicitos B K I D - W t I. HOUSE 9 BRIDEWELL PLACE L O N DON E C 4 V 6 A I' 4:RS:G10<;4001.A-I' Tcleiihonc: Fax: S' DXl23 CHANCERY 'LANE LONDON

2 DEED OF DECLARATION OF TRUST DATED: Aay 2003 PARTIES: (1) Fathe MORTY O'SHEA S.O.L.T. of 73 Gomefod Road, Bockley, London SE4 2BA; (2) MARGUERITA CARROLL of 538 King's Dive, Wembley, Middx HA9 9JD (3) CLARE McCULLOUGH of 15 Maple Gove, Kingsbuy, London NW9 8RD ("the Oiginal Tustees") THIS DEED WITNESSES as follows: 1. Definitions and Intepetation 1.1 In this Deed unless the context othewise equies: "the Chaity" "the Tustees" "the Tust Fund,, "the Objects", "the Commissiones" means the chaitable tust constituted by this Deedmeans and includes the tustees o tustee fo the time being of the Chaity and "Tustee" means any one of the Tustees; means the sum of 1,000 efeed to in Clause 2 of this Deed and any othe popety which may be paid o tansfeed to the Tustees at any time to be held by them on the chaitable tusts declaed by this Deed and the investments fom time to time epesenting the same; means the objects of the Chaity set out in Clause 3 of this Deed as amended fom time to time in accodance with Clause 18 of this Deed; means the Chaity Commissiones fo England and Wales; the masculine shall include the feminine and neute and the singula shall include the plual and vice vesa. 4:RS:GI06400I.A-E

3 In this Deed efeence to any statutoy povision shall include efeence to any statutoy modification o e-enactment of that povision fo the time being in foce. 1.3 The clause headings and numbeing in this Deed ae fo convenience only and shall not affect the intepetation of this Deed. 2. Establishment and Administation of the Chaitv 2.1 The Oiginal Tustees have eceived the sum of one thousand pounds ( 1,000) to be held on the tusts declaed in this Deed and it is contemplated that futhe money o assets may be paid o tansfeed to the Tustees upon the same tusts. 2.2 The Chaity and the Tust Fund shall be administeed and managed by the Tustees unde the name of THE GUILD OF OUR LADY OF GOOD COUNSEL o by such othe name as the Tustees fom time to time decide with the appoval of the Commissiones. 2.3 The Tustees shall pay out of the Tust Fund and/o its income (as they may think fit) all the pope costs and expenses incued by the Tustees in administeing the Chaity and the Tust Fund (including expenses of and incidental to the establishment of the Chaity and the costs and expenses of aising funds and inviting contibutions). 3. Obiects The Tustees shall hold the Tust Fund and its income upon tust to apply them fo the following objects: (b) (c) the povision of education, instuction and infomation on the teachings of the Roman Catholic Chuch paticulaly in elation to sexual moality and life issues; the elief in cases of need, hadship o distess of women who ae pegnant o ae mothes, and of thei families and dependents; the povision of financial suppot to oganisations which assist women who ae pegnant o ae mothes by poviding them with sevices such as financial assistance, counselling, suppot, infomation, safe-houses, accommodation, education, employment, baby-sitting, and sevices which assist women in continuing thei pegnancies, povided that all such sevices ae in accodance with the teachings of the Roman Catholic Chuch. 4. Powes In futheance of the Objects but not othewise the Tustees may execise any of the following powes: to aise funds and to invite and eceive contibutions, and to accept a;ny gift of money o any othe popety o assets, whethe subject to any special, tust 4:RS:GI06400I.A-E

4 - 3 - / o not: povided that in aising funds the Tustees shall not undetake any substantial pemanent tading activities and shall confom to any elevant / statutoy egulations; (b) to acquie and hold any eal o pesonal popety o any estate o inteest in f any such popety, and to insue the same, and to epai, alte, impove, ' maintain and equip it fo use; I I (c) subject to any consents equied by law, to demolish, eplace, exchange, sell, lease o othewise dispose of o to motgage o chage any eal o pesonal popety compised in the Tust Fund o any estate o inteest theein; \ (d) subject to any consents equied by law, to boow o aise money, o to eceive money on deposit o loan, on such tems and conditions and on such secuity as may be thought fit, with powe to chage any pat of the capital o income of the Tust Fund with the epayment of the money so boowed; (e) (f) (g) (h) (i) (j) (k) to co-opeate with othe chaities, voluntay bodies and statutoy authoities opeating in futheance of the Objects o of simila chaitable puposes and to exchange infomation and advice with them; to establish o suppot any chaitable tusts, associations o institutions, to make any chaitable donation whethe of cash o othe assets, and to lend o guaantee money fo chaitable puposes; to publicise the Chaity and its activities and to pint, publish and distibute whethe gatuitously o othewise any aticles, pamphlets, leaflets, advetisements o othe liteatue fo the pomotion of the Chaity; to appoint and constitute such advisoy committees as the Tustees shall think! fit; to engage, employ and emuneate any peson o pesons (who shall not be Tustees) to supevise, oganise, cay on the wok of and advise the Chaity, and to make all easonable and appopiate povision fo pensions and supeannuation fo staff and thei dependants; to etain any popety compised in the Tust Fund in its actual state and condition fo any peiod o to ealise the same o any pat of it at any time o times; to invest o apply money compised in the Tust Fund (iespective of whethe any income is theeby poduced o whethe liabilities ae theeby incued) in the puchase of o at inteest on the secuity of such.stocks, funds, shaes, secuities o othe investments o popety of whateve natue and wheeve situated as the Tustees in thei absolute discetion think fit to the intent that the Tustees shall have the same full and unesticted powes of investing and tansposing investments as if they wee entitled theeto beneficially; 4:RS:G10t4001.A-E

5 S (1) to pemit any investments compised in the Tust Fund to be held in uncetificated fom, and to pemit any such investments to be egisteed in the name of any cleaing bank, any tust copoation o ahy stockboking company /\ which is a membe of the Stock Exchange (o any subsidiay of such a stockboking company) o any investment management company which is authoised to conduct investment business unde the Financial Sevices and Makets Act 2000 as nominee fo the Tustees and to pay any such nominee easonable and pope emuneation fo acting as such; -4- (m) (n) (o) (p) to cay fowad any unexpended income of the Tust Fund and to apply the whole o any pat theeof as if it wee income aising in the then cuent yea; o, at any time o times duing the peiod of 21 yeas fom the date of this Deed and theeafte if and to the extent pemitted by law, to accumulate any income of the Tust Fund as an accetion to capital: povided that notwithstanding such accumulation the whole o any pat of the income so accumulated may at any time o times be applied as if it wee income aising in the then cuent yea; to delegate to any one o moe of the Tustees the tansaction of any business o the pefomance of any act equied to be tansacted o pefomed in the execution of the tusts of the Chaity and which is within the pofessional o business competence of such Tustee o Tustees: povided that the Tustees shall execise easonable supevision ove any Tustee o Tustees acting oh thei behalf unde this povision and shall ensue that all thei acts and poceedings ae fully and pomptly epoted to them; to compomise o compound all actions, suits and othe poceedings and all disputes o diffeences concening the Chaity o the Tust Fund o any pat theeof fo the time being, and to efe any such disputes o diffeences to abitation and adjust o settle all accounts and claims elating theeto; to do all such othe lawful things as ae necessay fo the achievement of the Objects. 5. Bank Accounts Any bank account in which any pat of the Tust Fund is deposited shall be opeated by o on the authoity of the Tustees, and shall be held in the name of the Chaity. 6. Tustees' Pesonal Inteests 6.1 Subject to the povisions of Clauses 6.2, 6.3 and 6.4 and except with the pio witten appoval of the Commissiones none of the Tustees may: eceive any emuneation o othe benefit in money o in kind fom the Chaity; o 4:RS:GI A-E

6 f / (b) have any inteest (othe than as a tustee) in any contact enteed into by the / Tustees; o (c) acquie o hold any inteest in popety of the Chaity (othewise than as a tustee of the Chaity). 6.2 The Tustees shall have powe to povide indemnity insuance fo themselves out of the income of the Chaity povided that any such insuance shall not extend to any claim aising fom any act o omission which the Tustees knew to be a beach of tust o beach of duty o which was committed by the Tustees in eckless disegad of whethe it was a beach of tust o beach of duty o not. 6.3 Any Tustee may be eimbused any easonable expenses popely incued by him o he in caying out his o he duties including any tavelling o othe expenses incued by him o he as a Tustee. 6.4 Any Tustee who possesses specialist skills and knowledge may chage, and be paid easonable chages, fo business done by him o he, o his o he fim, when instucted by the othe Tustees to act on behalf of the Chaity, povided that: (b) at no time shall a majoity of the Tustees benefit unde this povision; and the Tustee concened shall withdaw fom any meeting of the Tustees whilst his o he own instuction o emuneation, o that of his o he fim, is being discussed. 7. Appointment of Tustees 7.1 Subject to the povisions of Clause 9 of this Deed each of the Oiginal Tustees shall hold office fo the following peiods espectively: Fathe Moty O'Shea Magueita Caoll Clae McCullough Fou yeas Thee yeas Two yeas 7.2 Thee shall be at least thee Tustees. Evey futue Tustee shall be appointed fo a peiod of fou yeas by a esolution of the Tustees passed at a special meeting in accodance with Clause 11.3 of this Deed. 7.3 Subject to the povisions of Clause 9 of this Deed any Tustee whose peiod of office expies, o who ceases fo any othe eason to be a Tustee may, if eligible in accodance with Clause 8 of this Deed and willing to act, be eappointed. 7.4 If fo any eason Tustees cannot be appointed in accodance with the'foegoing povisions of this Clause, the statutoy powe of appointing new o additional tustees shall be execisable. 4:RS:G10t4001.A-E

7 8. Elijgibility fo Tusteeship 8.1 No peson shalfbe appointed as a Tustee: (b) unless (being an individual) he o she has attained the age of 18 yeas; o in cicumstances such that, had he o she aleady been a Tustee, he o she would have been disqualified fom office unde the povisions of Clause No peson shall be entitled to act as a Tustee whethe on a fist o any subsequent enty into office until afte signing a declaation of acceptance and willingness to act in the tusts of the Chaity. 9. Temination of Tusteeship A Tustee shall cease to hold office if he o she: (b) (c) (d) (e) is disqualified fom acting as a tustee by vitue of section 72 of the Chaities Act 1993; o becomes incapable by eason of mental disode, illness o injuy of managing and administeing his o he own affais; o is absent without pemission of the Tustees fom ail thei meetings held within a peiod of six months and the Tustees esolve.that his o he office be vacated; o is emoved by esolution of the Tustees passed at a special meeting of the Tustees poyided that at least two thids of the Tmstees fo the time being othe than the Tustee who is the subject of the esolution ae pesent at that meeting and vote in favou of the esolution; o notifies to the Tustees a wish to esign (but only if at least two Tustees will emain in office when the notice of esignation is to take effect) Vacancies If a vacancy occus the Tustees shall note the fact at thei next meeting. So long as thee shall be fewe than two Tustees none of the powes o discetions heeby o by law vested in the Tustees shall be execisable except fo the pupose of appointing a new Tustee o Tustees o making an application to the, cout o to the Commissiones. 11. Meetings 11.1 The Tustees shall hold at least two odinay meetings in each yea. 4:RS:G A-E

8 / / 11.2 The fist meeting of the Tustees shall be called within thee months afte the date of this Deed by any two of the Oiginal Tustees. Subsequent meetings shall be aanged by the Tustees at thei meetings o may be called at any time by the chaiman o any two of the Tustees upon not less than ten days' notice being given to the othe Tustees A special meeting of the Tustees may be called at any time by the chaiman o by any two of the Tustees upon not less than fou days' notice being given to the othe Tustees of the mattes to be discussed, but if the mattes include a poposal to appoint o emove a Tustee o a poposal to amend any of the tusts of this Deed o to dissolve the Chaity then upon not less than 21 days' notice being so given. A special meeting may be called to take place immediately afte o befoe an odinay meeting. 12. Chaiman The Tustees may appoint one of thei numbe to be the chaiman of thei meetings and may at any time emove him o he fom that office. Unless he o she is unwilling to do so, the chaiman shall peside at evey meeting of Tustees at which he o she is pesent. But if thee is no Tustee holding that office, o if the Tustee holding it is unwilling to peside o is not pesent within five minutes afte the time appointed fo the meeting, the Tustees pesent may appoint one of thei numbe to be chaiman of the meeting. 13. Poceedings of the Tustees 13.1 Thee shall be a quoum when at least one thid of the numbe of Tustees fo the time being o two Tustees, whicheve is the geate, ae pesent at a meeting Except as othewise povided in this Deed evey matte shall be detemined by a majoity of votes of the Tustees pesent and voting on the question. In the case of an equality of votes the chaiman of the meeting shall have a casting vote whethe he o she has o has not voted peviously on the same question but no Tustee in any othe cicumstances shall have moe than one vote The Tustees may appoint committees consisting of not less than two Tustees fo the pupose of making any inquiy o supevising o pefoming any function o duty which in the opinion of the Tustees would be moe conveniently undetaken o caied out by a committee; povided that all acts and poceedings of any such committees shall be fully and pomptly epoted to the Tustees. 14. Minutes The Tustees shall keep minutes, in books kept fo the pupose, of the poceedings at thei meetings and of committees of the Tustees, including the names of the Tustees pesent at each such meeting. 4:RS:G10f,4001.A-E

9 / / ' 15. Accounts, Annual Repot and Annual Retun 15.1 The Tustees shall comply with thei obligations unde the Chaities Act 1993 with egad to: (b) (c) (d) the keeping of accounting ecods fo the Chaity; the pepaation of annual statements of account fo the Chaity; the auditing o independent examination of the statements of account of the Chaity; and the tansmission of the statements of account to the Commissiones The Tustees shall comply with thei obligations unde the Chaities Act 1993 with egad to the pepaation of an annual epot and its tansmission to the Commissiones The Tustees shall comply with thei obligations unde the Chaities Act 1993 with egad to the pepaation of an annual etum and its tansmission to the Commissiones. 16. Geneal Powe to Make Regulations Within the limits of this Deed the Tmstees shall have full powe fom time to time to make egulations fo the management of the Chaity and fo the conduct of thei business, including the calling of meetings, the deposit of money at a bank and the custody of documents. 17. Tmstees' Indemnitv In the execution of the tmsts and powes of this Deed no Tmstee shall be liable fo any loss to the Chaity aising by eason of any impope investment made in good faith (povided that the Tmstees shall have sought pofessional advice befoe making such investment), o fo any mistake o omission made in good faith by him o he o by any othe Tmstee, o fo any othe matte othe than wilful and individual faud o wongdoing o wongful omission on the pat of the Tmstee who is sought to be made liable. 18. Amendment of Tmst Deed 18.1 The Tmstees may amend the povisions of this Deed, povided that: no amendment may be made to Clause 3 (Objects) unless it appeas to the Tmstees that the Objects can no longe povide a suitable and effective method of using the Tmst Fund; 4:RS:GI06400I.A-E

10 - 9 -, ' (b) no amendment may be made to Clause 3 {Objects), Clause 6 {Tustees' Pesonal Inteests), this Clause 18 o Clause 19 {Dissolution) without the pio consent in witing of the Commissiones; and! (c) no amendment may be made which has the effect of the Chaity ceasing to be i a chaity at law., 18.2 Any amendment shall be made by deed unde the authoity of a esolution passed at i a special meeting of the Tustees povided that at least two thids of the Tustees fo the time being ae pesent at that meeting and vote in favou of the esolution. j 18.3 The Tustees shall pomptly send to the Commissiones a copy of any amendment I made unde this Clause. 19. Dissolution 19.1 The Chaity may be dissolved by esolution of the Tustees passed at a special meeting of the Tustees povided that at least two thids of the Tustees fo the time being ae pesent at that meeting and vote in favou of the esolution Afte the passing of such esolution any money o othe popety emaining afte the satisfaction of all debts and liabilities shall be given o tansfeed by the Tustees to such othe chaitable institution o institutions having objects simila to the Objects as the Tustees may decide, o, failing that, shall be applied by the Tustees fo some othe chaitable pupose. Executed as a Deed by the paties heeto and duly deliveed on the day and yea fist befoe witten SIGNED as a DEED by ) Fathe MORTY O'SHEA ) Alo^^Q^ ^ in the pesence of: ) ^ witness ' signatue: name (in capitals): addess: occupation: 4:115: A-E

11 SIGNED as a DEED by MARGUERITA CARROLL in the pesence of: Witness' signatue: name (in capitals): addess: 17- Q^^IXJKTT house occupation:. SIGNED as a DEED by CLARE McCULLOUGH in the pesence of: witness' signatue: name (in capitals): addess: occupation: LONDON l^^ ^06. R.C. PRl^ 4:RS:G106400i.A-E