Discretionary Trust Deed Template

DISCRETIONARY TRUST DEED

Mitchell Family Trust · New South Wales, Australia

TRUST

THIS DEED is made on 15 May 2026 by Robert A. Thompson of 55 Macquarie Street, Sydney NSW 2000 ("Settlor") and Mitchell Trustee Pty Ltd of Level 8, 1 Chifley Square, Sydney NSW 2000 ("Trustee") and David J. Mitchell of Level 8, 1 Chifley Square, Sydney NSW 2000 ("Appointor"). The parties agree and declare as follows:

The Settlor transfers to the Trustee the sum of AUD 10.00 (the "Initial Trust Property") as a gift, the receipt of which the Trustee acknowledges. The Trustee declares that it holds the Initial Trust Property and all property hereafter added to or representing the Initial Trust Property (together, the "Trust Fund") upon the trusts and subject to the powers and provisions set out in this Deed. This trust shall be known as the "Mitchell Family Trust" (the "Trust"). The Settlor shall have no beneficial interest in the Trust Fund or in the income or capital thereof, and nothing in this Deed shall be construed to reserve any interest to the Settlor. The Trustee acknowledges the Settlor's role is solely to establish the Trust.

In this Deed, unless the context otherwise requires: "Appointor" means David J. Mitchell and any successor appointor appointed under this Deed; "Beneficiary" includes each Primary Beneficiary and each member of the General Beneficiary Class; "Corporations Act" means the Corporations Act 2001 (Cth); "Income" has the meaning given in section 95 of the Income Tax Assessment Act 1936 (Cth) ("ITAA 1936"); "Net Income" means net income as defined in section 95 of the ITAA 1936; "Primary Beneficiary" means those persons named in clause 5 of this Deed; "Trust Fund" means all property held by the Trustee on the trusts of this Deed from time to time; "Trustee Act" means the Trustee Act 1925 (NSW); "Vesting Date" means 15 May 2106.

The initial Trustee is Mitchell Trustee Pty Ltd of Level 8, 1 Chifley Square, Sydney NSW 2000. The Trustee is a proprietary company incorporated under the Corporations Act 2001 (Cth) (ACN 123 456 789). References to the Trustee include any successor trustee duly appointed under this Deed. The Trustee accepts the office of trustee on the terms of this Deed and shall act in the best interests of the Beneficiaries collectively. The Trustee shall not be required to provide reasons for any exercise of a discretion under this Deed. The Trustee shall keep proper books of account and shall prepare annual accounts of the Trust Fund. The Trustee may resign office by giving not less than thirty (30) days' written notice to the Appointor (or, if none, to the Primary Beneficiaries). On resignation or removal, the outgoing Trustee shall execute all documents required to vest the Trust Fund in the incoming trustee and deliver all trust records.

The Appointor is David J. Mitchell of Level 8, 1 Chifley Square, Sydney NSW 2000. The Appointor has the power, exercisable in writing: (a) to remove any Trustee and appoint a new or additional Trustee (including a corporate trustee under the Corporations Act 2001); (b) to appoint a successor Appointor by deed taking effect on the Appointor's death or incapacity; and (c) to do all things necessary to give effect to paragraphs (a) and (b). The Appointor shall not be liable to any Beneficiary for the exercise or non-exercise of the Appointor's powers unless acting in bad faith or wilful default. The Appointor may not appoint themselves as the sole Trustee without the prior written consent of at least one Primary Beneficiary (other than themselves).

The following individuals are the Primary Beneficiaries of the Trust: David J. Mitchell (Primary beneficiary); Susan E. Mitchell (Spouse of David J. Mitchell). The Trustee may, in its absolute discretion, make distributions of income and capital of the Trust Fund to or for the benefit of any one or more of the Primary Beneficiaries in such proportions and on such terms as the Trustee determines. A Primary Beneficiary must be a natural person.

In addition to the Primary Beneficiaries, the General Beneficiary Class consists of: (a) the spouse, de facto partner, children, grandchildren, siblings, parents, nieces, nephews, aunts, uncles, and lineal descendants of each Primary Beneficiary; (b) any company in which any Primary Beneficiary or their relative is a shareholder or director; (c) any trust in which any Primary Beneficiary or their relative is a beneficiary or trustee; (d) the legal personal representative or trustee of the estate of any deceased Primary Beneficiary; and (e) any other person or entity whom the Trustee resolves to include by written resolution (subject to the Foreign Persons Exclusion clause). The Trustee may, with the consent of the Appointor, add or remove members of the General Beneficiary Class by written resolution, provided that no such addition may result in a Foreign Person (as defined in clause 13) becoming a Beneficiary.

In addition to all powers conferred by the Trustee Act, the Trustee shall have the following powers, exercisable in its absolute discretion: (a) Investment — to invest the Trust Fund in any investment of any kind, with the same freedom as if the Trustee were the absolute beneficial owner, subject to the prudent investor standard; (b) Borrowing — to borrow moneys for the purposes of the Trust and to mortgage or charge Trust Fund assets as security; (c) Real Property — to acquire, hold, manage, develop, lease, or sell real property in any jurisdiction; (d) Employment — to employ agents, advisers, and managers and pay reasonable remuneration from the Trust Fund; (e) Delegation — to delegate any power or function to any person, subject to the Trustee Act; and (f) Documents — to execute all documents and do all acts necessary to give effect to this Deed. These powers are additional to and not in derogation of any powers under the Trustee Act.

Before the Vesting Date, and before the end of each financial year ending 30 June, the Trustee shall, in its absolute discretion, determine: (a) the amount of the Trust's net income (within the meaning of section 95 of the ITAA 1936) for that year; and (b) the proportionate share of that net income to be distributed to, or applied for the benefit of, each Beneficiary. The Trustee shall document its distribution decision by written resolution made before 30 June of the relevant financial year. If no resolution is made, the Trustee shall be assessed on the net income at the top marginal income tax rate in accordance with section 99 of the ITAA 1936. Distributions shall be made by payment or credit to the Beneficiary's account or by such other means as the Trustee determines.

The Trustee may, in its absolute discretion, at any time before the Vesting Date, distribute any part of the capital of the Trust Fund to one or more Beneficiaries in such proportions as the Trustee determines by written resolution. The Trustee shall maintain a clear distinction between the income and capital of the Trust Fund in accordance with generally accepted accounting principles and the Income Tax Assessment Act 1997 (Cth) ("ITAA 1997"). Any capital gain arising on a distribution or disposal of a Trust asset shall be dealt with in accordance with Parts 3-1 and 3-3 of the ITAA 1997.

Subject to the income distribution resolution under clause 8, the Trustee may, in its absolute discretion, accumulate all or any part of the income of the Trust Fund and add such accumulations to the capital of the Trust Fund. Accumulated income shall be invested in accordance with the Trustee's investment powers. The Trustee shall maintain adequate records to distinguish accumulated income from original capital for tax and accounting purposes.

On the Vesting Date, the Trustee shall: (a) first, satisfy all outstanding liabilities and expenses of the Trust Fund; and (b) second, distribute the remaining Trust Fund to the Primary Beneficiaries in equal shares, unless the Trustee makes a written resolution before the Vesting Date specifying a different distribution. If a Primary Beneficiary has died before the Vesting Date and has left surviving issue, their share shall pass to their issue per stirpes. If a Primary Beneficiary has died leaving no surviving issue, their share shall be distributed equally among the surviving Primary Beneficiaries. If no Primary Beneficiary or their issue survives to the Vesting Date, the Trust Fund shall be distributed to The Cancer Council NSW as the default beneficiary. The Trustee shall prepare a final account and obtain receipts from all recipients.

The Trust shall vest on 15 May 2106. The Trustee may, with the consent of all Primary Beneficiaries of full legal capacity, bring forward the Vesting Date at any time by Deed of Variation. On winding up, the Trustee shall pay all outstanding liabilities before distributing the Trust Fund in accordance with clause 11. After distribution, the Trustee shall have no further obligations in respect of the Trust.

For the purposes of applicable state and territory land tax and duty legislation (including the Land Tax Management Act 1956 (NSW), Land Tax Act 2005 (Vic), Duties Act 2001 (Qld), and equivalent legislation in all Australian jurisdictions): (a) a "Foreign Person" means a foreign person as defined in the relevant state or territory legislation, including a foreign individual, foreign corporation, or trust in which a foreign person holds an interest or has the ability to benefit; (b) no Foreign Person shall at any time be or become a Beneficiary of the Trust, whether as a Primary Beneficiary or member of the General Beneficiary Class; (c) no Foreign Person shall be entitled to benefit from any distribution of income or capital of the Trust Fund, whether directly or indirectly; (d) the Trustee shall not amend this Deed in any way that would permit a Foreign Person to benefit from the Trust; and (e) any purported distribution or entitlement that would benefit a Foreign Person shall be void to the extent of that benefit. If any Beneficiary becomes or is found to be a Foreign Person, the Trustee shall exclude that person from the class of Beneficiaries by written resolution, effective immediately. This clause is included to avoid land tax surcharges and duty surcharges that apply in all Australian states and territories where a Foreign Person can benefit from a discretionary trust.

The Trustee may, with the written consent of the Appointor (or, if there is no Appointor, with the written consent of all Primary Beneficiaries of full legal capacity), amend or vary any provision of this Deed by executing a Deed of Variation, provided that: (a) no amendment shall extend the Vesting Date beyond the maximum permitted by applicable perpetuity law; (b) no amendment shall result in a resettlement of the Trust — that is, no amendment shall so fundamentally alter the essential character of the Trust as to constitute the termination of one trust and the creation of a new trust for CGT and tax purposes; (c) no amendment shall permit a Foreign Person to benefit in breach of clause 13; and (d) no amendment shall reduce any accrued rights of a Beneficiary without their written consent. The following variations shall NOT constitute a resettlement: adding a new beneficiary within the General Beneficiary Class; changing the Trustee or Appointor; updating administrative provisions.

The Trustee shall be indemnified out of the Trust Fund against all actions, proceedings, claims, liabilities, costs, and expenses (including legal costs on a full indemnity basis) incurred in: (a) performing any duty, power, or discretion under this Deed; or (b) paying or settling any liability of the Trust Fund — provided that such indemnity shall not apply to loss caused by the Trustee's fraud, wilful default, or gross negligence. This indemnity is in addition to any indemnity available by operation of law or under the Trustee Act. The Trustee may retain a lien over the Trust Fund, with priority over the interests of the Beneficiaries, to secure its right of indemnity.

This Deed shall be governed by and construed in accordance with the laws of the State of New South Wales and the laws of the Commonwealth of Australia. The courts of New South Wales shall have non-exclusive jurisdiction to determine any dispute arising out of or in connection with this Deed. Each party irrevocably submits to the jurisdiction of those courts and waives any objection based on inconvenient forum. All monetary references in this Deed are to Australian Dollars (AUD).

The Trustee is hereby expressly authorised to stream capital gains of the Trust to specific Beneficiaries, as permitted under Subdivision 115-C of the ITAA 1997. When distributing trust income, the Trustee may, by written resolution made before 30 June of the relevant income year: (a) designate all or any part of a capital gain made by the Trust to one or more specific Beneficiaries; (b) ensure that each designated Beneficiary's share of the Trust's net income includes the designated capital gain; and (c) make different designations for different capital gains in the same year, including distinguishing gains eligible for the CGT 50% discount under Division 115 of the ITAA 1997 from those that are not. Where a CGT discount designation is made, the nominated Beneficiary (if a natural person or complying superannuation fund eligible for the discount) shall be entitled to apply the relevant discount in calculating their taxable capital gain. This express streaming power is granted to enable the Trustee to allocate capital gains outcomes efficiently among Beneficiaries having regard to their individual tax positions.

The Trustee is hereby expressly authorised to stream franked distributions (dividends with attached franking credits) to specific Beneficiaries, as permitted under Subdivision 207-B of the ITAA 1997. The Trustee may, by written resolution made before 30 June of the relevant income year: (a) designate all or any part of a franked distribution received by the Trust to one or more specific Beneficiaries; (b) ensure that each designated Beneficiary's share of the Trust's net income includes the relevant franked amount and grossed-up franking credits; and (c) allocate franking credits to Beneficiaries who can most effectively utilise them, including those who can apply the franking credit offset against other income tax. To avoid double-taxation in accordance with Division 6E of the ITAA 1936, an amount of trust income designated under this clause shall not be included in the assessable income of any Beneficiary other than the designated Beneficiary. The Trustee acknowledges that this express authority is required for streaming to be effective under the ITAA 1997, and shall document each streaming decision with a written resolution prior to 30 June.

In addition to the general powers in clause 7, the Trustee shall have the following enhanced powers: Extended Borrowing — the Trustee may borrow moneys for any purpose connected with the administration or investment of the Trust Fund, including to acquire assets or meet distribution obligations, and may grant a mortgage, charge, or other security interest over any Trust Fund asset as security. Business Operations — the Trustee may carry on any trade or business as trustee, alone or in partnership with others, incorporate companies, acquire business goodwill, enter commercial leases, and employ staff. The Trust Fund shall be the primary resource for business operations.

The Trustee shall be entitled to receive reasonable remuneration from the Trust Fund for services rendered in administering the Trust. The amount shall be agreed in writing between the Trustee and the Appointor from time to time (or, if no Appointor, between the Trustee and the Primary Beneficiaries of full legal capacity). In the absence of agreement, the Trustee may charge fees consistent with those of professional trustees for comparable services. Remuneration constitutes a prior charge on the Trust Fund and is a deductible expense where permitted under the ITAA 1997. The Trustee is also entitled to reimbursement of all reasonable out-of-pocket expenses.

In the event of the death, incapacity, or resignation of the Appointor, Jennifer A. Mitchell shall become the Appointor with full Appointor powers. The successor Appointor shall execute such documents as are reasonably required to evidence their appointment.

A retiring or outgoing Trustee ("Retiring Trustee") shall not be liable for any breach of trust, loss, damage, cost, or expense suffered by the Trust Fund or any Beneficiary after the date on which: (a) the Retiring Trustee is formally replaced by an incoming Trustee; and (b) all Trust Fund assets have been properly vested in the incoming Trustee. On retirement, the Retiring Trustee shall deliver to the incoming Trustee all books, records, deeds, and documents held for the Trust. The incoming Trustee shall provide the Retiring Trustee with a written release from all future obligations, provided the Retiring Trustee has not been in wilful default or fraud. This clause does not affect any liability of the Retiring Trustee for acts or omissions prior to retirement.

Nothing in this Deed shall prevent or restrict the Trustee from making a Family Trust Election (FTE) or an Interposed Entity Election (IEE) under Schedule 2F of the ITAA 1936. The Trustee acknowledges: (a) an FTE is a one-time election designating a "family test individual", after which distributions must remain within that individual's "family group" (section 272-90 of the ITAA 1936) — distributions outside the family group will attract Family Trust Distribution Tax (FTDT) at the top marginal income tax rate; (b) an FTE enables access to trust loss deductions, franking credit transfers, and enhanced income streaming; and (c) an FTE, once made, cannot be revoked except in limited circumstances (section 272-80 of the ITAA 1936). The Trustee shall obtain independent taxation advice before making an FTE or IEE, and shall document any such election. This Deed is drafted to be compatible with a future FTE.

The parties acknowledge that the Australian Government's 2026–27 Federal Budget announced an intention to introduce a minimum 30% tax on distributions from discretionary trusts, with proposed effect from 1 July 2028. Under the proposed measure: (a) the Trustee would be liable to a minimum tax of 30% on the Trust's taxable income in respect of distributions to corporate and individual beneficiaries; (b) non-corporate beneficiaries in tax brackets above 30% would receive a non-refundable tax credit; (c) corporate beneficiaries would not be entitled to a credit; (d) primary production income, complying superannuation funds, deceased estates, widely held trusts, and charitable trusts are expected to be exempt. The Trustee is strongly encouraged to obtain independent tax advice before 1 July 2028 to assess the impact of this reform and to consider whether the Trust's distribution strategy or structure should be reviewed. This clause is for informational purposes only. The proposed law has not yet been enacted and may change before commencement.

The Trustee shall comply with the Tax File Number (TFN) withholding obligations for closely-held trusts under Subdivision 12-E of Schedule 1 to the Taxation Administration Act 1953 (Cth). Each Beneficiary with an entitlement to a share of the Trust's net income shall quote their TFN (or a valid TFN exemption) to the Trustee. Where a Beneficiary fails to provide a valid TFN, the Trustee must withhold tax at the top marginal income tax rate (currently 47%) and remit the withheld amount to the ATO. The Trustee shall maintain TFN records for each Beneficiary and shall issue a Payment Summary where required. The parties note that the Australian Government has proposed the removal of TFN withholding requirements for closely-held trusts effective 1 July 2026 (subject to legislation), at which time this clause may be reviewed. Until such change takes effect, withholding obligations continue to apply.

Entire Agreement: This Deed constitutes the entire agreement of the parties regarding the establishment and administration of the Trust.
Severability: If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain in full force.
Counterparts: This Deed may be executed in counterparts, including electronic counterparts, valid under the Electronic Transactions Act 1999 (Cth).
Stamp Duty: This Deed is subject to stamp duty (if any) in the jurisdiction where it is executed or where the Trust Fund is situated. The Trustee shall attend to any applicable stamp duty obligations before acting on the Trust Fund.
Interpretation: The singular includes the plural and vice versa; a person includes a body corporate; legislation includes any amendment or successor legislation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.