Report of the Council of Ministers on the Manx Radio Trust

REPORT OF THE COUNCIL OF MINISTERS ON THE MANX RADIO TRUST

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March 1995

Price: £2.60

REPORT OF THE COUNCIL OF MINISTERS ON THE MANX RADIO TRUST

To: The Hon Sir Charles Kerruish, OBE, LLD (hc), CP President of Tynwald, and the Honourable Council and Keys in Tynwald assembled.

1. In February 1994, the report of the Committee of Inquiry into the Options for the Future of Manx Radio, with the initial response and proposals by the Council of Ministers, was placed before Tynwald for approval.

Paragraph 7 of the report from Council, which accompanied the report of the Committee of Inquiry, stated that:-

"The Council of Ministers, in response to the Committee of Inquiry into the Options for the Future of Manx Radio proposes as follows:-

(1) that the main recommendation in the report, that Radio Manx Limited should remain in Isle of Man Government ownership, be accepted.

(2) that the recommendations dealing with:-

protecting the public service element of the Station's output,

drafting a Charter and Promise of Performance,

establishing a non-profit seeking Trust to run the Station,

the reporting structure between the radio station and Government,

Government's financial support for the radio station

be examined by the Council of Ministers in consultation with the Directors of Radio Manx Limited with a view to detailed recommendations being placed before Tynwald.

(3) that the remaining recommendations, subject to any variation that may be necessary, arising from the preceding proposal, be broadly accepted and implemented".

2. At its sitting on 16 February 1994, the following amended motion was approved:-

"that the report of the Committee of Inquiry into the Options for the Future of Manx Radio be received and that the proposals of the Council of Ministers, in respect thereof be approved, provided that any changes affecting the matters identified in paragraph 7(3) of the initial response and proposals of the Council of Ministers shall be subject to the approval of Tynwald Court".

3. Following on from Tynwald's approval of the Council proposals. detailed consideration was given to the 6 outstanding recommendations of the Committee of Inquiry and this was done in consultation with the Directors of Radio Manx Limited after having taken advice from the Attorney General, the Communications Commission and the Treasury. The 6 outstanding recommendations referred to above were:-

"i) The public service element of the Station's output should be protected.

ii) A Charter and Promise of Performance should be drafted laying down the minimum programming requirements, both to be reviewed every 8-10 years.

iii) A non-profit seeking Trust should be set up to run the Station as a company limited by guarantee.

iv) The reporting structure between the radio station and the Isle of Man Government should be reviewed.

v) The Committee does not believe that sufficient potential advertising revenue exists to fund the current level of public service output without Government and support; and

vi) The subvention should be continued and the amount reviewed every five years. Inflationary increases should be accommodated.

A single payment grant should be made to bring the Station's technical facilities up to standard".

4. In July 1994, Tynwald approved the report of the Council of Ministers on the outstanding recommendations of the Committee of Inquiry into the Options for the Future of Manx Radio and in that report was set out a summary of the recommendations of the Committee of Inquiry together with the recommendations of the Sound Broadcasting Committee. This summary is set out below:-

SUMMARY OF RECOMMENDATIONS

RECOMMENDATION OF THE RECOMMENDATION OF THE SOUND COMM TTEE OF INQUIRY BROADCASTING COMMrTTEE

Recommendation (i) - Agreed. "The public service element This will be done via the Promise of of the Station's output Performance, the licence to broad- should be protected". cast and the Trust Deed

Recommendation (ii) - Agreed to a Promise of Performance "A Charter and Promise of with a facility for review every 4 years. Performance should be drafted A Charter not considered to be laying down the minimum necessary. programming requirements. Both to be reviewed every (Note: Further consideration 8-10 years" suggests that the review period of the Promise of Performance should correspond to the period of the licence).

Recommendation (iii) - Agreed to the setting up of a Trust "A non-profit seeking Trust but disagreed with the need for it to should be set up to fund the be non-profit seeking. Also Station as a Company limited disagreed with the need for a by guarantee" company limited by guarantee. Recommendation (iv) - Agreed. This will be modified as a "That the reporting structure result of the Trust. between the radio station and the Isle of Man Government should be reviewed"

Recommendation (v) - "The Committee does not believe Agreed that sufficient potential advertising revenue exists to fund the current level of public service output without Government support; and

The subvention should be Agreed and increased from £180,000 continued and the amount to £200,000 with effect from 1994/95. reviewed every five years. Thereafter indexed to allow for Inflationary increases should increases. be accommodated".

Recommendation (vi) - Agreed, via an increase in share "A single payment grant should capital which will provide the be made to bring the Station's company with approximately technical facilities up to £196,000 over a two year period standard" commencing in 1995.

5. Following on from the approval of the Council of Ministers report at the July 1994 sitting of Tynwald, work was undertaken developing the proposed Trust Deed and amended Articles of Association in conjunction with the Directors of Radio Manx Limited and, at the same time, Members of Tynwald were invited to suggest suitable persons to become Trustees of the Manx Radio Trust.

Following on from an assurance given by the Chief Minister during the debate on this issue at the July 1994 sitting of Tynwald, a meeting was held with Members of Tynwald on Friday, 10 February, when the Chief Minister, Attorney General and Chief Financial Officer explained to Members the main provisions of the Trust Deed and the changes necessary to the Articles of Association of Radio Manx Limited.

A copy of the proposed Trust Deed is attached at Appendix A and has been arrived at following on from discussions with the Directors of Radio Manx Limited who have indicated that they are content with its provisions and also includes a number of amendments suggested by Members at the briefing that was held on Friday, 10 February 1995.

6. The background to the proposed Manx Radio Trust is as follows:-

(a) The purpose of the proposed Trust is to grant to a body of persons, independent from the Government, the power to exercise day to day control over the shares of Radio Manx Limited whilst keeping beneficial ownership of the shares with the Government (le the Treasury) and ensuring that the Government can, at any time, recover these shares and/or exercise complete control over them This body will be expected to use its powers so as to attain the objects set down for it. (b) Corporate and Trust structural options

There are 3 means by which such a body could be constituted. Firstly, by the incorporation of a company limited by guarantee, the Treasury being the sole member of the company and the proposed Trustees of the Trust, acting instead as the Directors or Governors of the Company. Secondly, by the creation of a Trust under which the Trustees are under a positive obligation to promote the objects. Thirdly, by the creation of a bare Trust in terms of the beneficial interest but under which the Trustees are given various powers which they could use to promote the objects.

The guarantee company option would not satisfy the objectives, for such a company's activities would, to a degree, be public, as with any other type of company. In addition, the duty of its directors would be owed to the company itself (not, say, the public) and, for all intents and purposes, that company would be the Treasury, thus diminishing the separation from Government, which it at the heart of this exercise.

The second option involves the establishment of a purpose Trust. It is not possible to create a valid purpose Trust under Manx law. All Trusts must have a beneficiary capable of enforcing the Trustees obligations. In addition, such Trusts carry complications in relation to the perpetuities rules and the requirement of certainty. Such a Trust would, therefore, require a special statute to be passed providing for its validity.

The "bare Trust" route is considered to be the simplest means of achieving the objectives and this is the form which the proposed Trust takes. The effect of it is to grant to the Trustees various powers over the shares of Radio Manx Limited (hereinafter called "the Company"). The principle power will be to vote the shares. That means the Trustees will be able to control (and thus influence) the Board and also to control those matters affecting the Company which are not within the Board's control. Among these will be powers relating to borrowing and the issue and transfer of shares.

As it is simply a grant of powers, the problems concerning purpose Trusts will be avoided. However, the consequence of this is that the arrangement will be entirely permissive. The Trustees will be under no positive duty to exercise their powers but, as the powers are held in a fiduciary capacity, if the Trustees do decide to act they must exercise reasonable care in doing so and must act only for the purposes for which the powers have been granted.

Turning to the proposed Trust Deed, the essential elements are as follows:-

i) The Treasury remains the sole beneficial owner of the shares of the Company at all times.

ii) The Treasury has the option to designate some other Department etc as the owner in its place (ie to transfer its beneficial ownership to another person) and with the prior concurrence of Tynwald to a third person. iii) The owner has the power, at any time, to demand delivery to it of the shares and thus determine the Trust. The Trust will, therefore, be inherently "revokable".

iv) If any dividends are declared by the Company, the Trustees can deal with these only as directed by the owner.

v) The owner has the right to direct the Trustees to take any action in relation to the shares of the Company.

vi) The Trustees are required to undertake certain steps, in particular, reporting to the owner.

vii) Subject to these matters, the Trustees are given the widest possible powers of dealing with the shares for the purpose of achieving the objects. The objects are set out in the second schedule to the Trust Deed. Some further thought may need, at some time, to be given to these with a view to expanding and clarifying their meaning. The Trustees will not have a free hand in exercising these powers as certain matters require the prior consent of the owner.

viii) The owner has the power, with the sanction of Tynwald, to vary the Deed.

(d) Other provisions

Once powers have been granted to the Trustees in this manner they will continue until the Trust is terminated, subject to the power of the owner to issue directions to the Trustees or to amend the terms of the Trust.

Two further consequences of the nature of the Trust concern perpetuities in income. First, as there is, and will always be, a single beneficiary in whom the whole beneficial interest is vested, no issue concerning remoteness of vesting of Trusts of excessive duration can arise.

Secondly, in the event that any income is received by the Trustees (in the form of dividends or, possibly, interest on some security they may hold in the company) this will immediately and automatically become the property of the owner. Such income must, therefore, be recorded in the accounts of the owner (as must the shares of the Company) even though the owner might for example request the Trustees to retain the income or dispose of it to some other Department or person. Until disposed of, such income will be held by the Trustees on a simple bare Trust for the owner. The Trust Deed need only declare that the Trustees shall deal with such income in the manner directed by the owner.

Similar considerations will apply to the proceeds of sale, liquidation, re-purchase or redemption of the shares or other interests in the Company held by the Trustees.

The provision relating to Trustees operates so as to ensure that there should be 6 Trustees in office at any time and that the Trustees should act by a majority vote in meetings at which there is a quorum of at least 6 Trustees. The owner has the right to remove a Trustee but, except in special cases, only with the sanction of Tynwald. There are provisions for retirement of Trustees by rotation with a maximum period in office of 9 years. It seems undesirable for the Trustees to be involved in the funding of the Company, other than to comment on the advisability of such funding. If, for example, the Company requires external finance, such as a loan from the Government, the Trustees may be involved in the decision whether the company should apply for the loan or whether the Treasury should grant the loan. It would be possible for the loan to be vested in the Trustees on behalf of the owner but there should be no question of the Trustees borrowing funds (from an outside bank or the Government) to lend to the Company.

7. Following on from the approval, at the July 1994 sitting of Tynwald, of the report of the Council of Ministers on the outstanding recommendations of the Committee of Inquiry into the Options for the Future of Manx Radio, Members of Tynwald were invited, by the Treasury, to nominate persons who could be considered as Trustees of the proposed Trust.

After receiving the nominations from Members of Tynwald, Treasury gave consideration to the names and the Sound Broadcasting Committee of the Council of Ministers agreed that the following people be approached to see if they would be prepared to serve as Trustees of the proposed Trust:-

Mrs Diana Jones Mrs Caroline Convery Mr Malcolm Hartley Miss Nicola Brunnschweiller Mr Jim Greenhill Mrs Helen Corlett Mr Paul Costain Mr Stanley Watterson Mrs Patricia Gelling.

Following on from a comprehensive briefing by both the Attorney General and the Chief Financial Officer, the prospective Trustees confirmed that they were content with the proposed Trust Deed and their obligations as Trustees.

A full Curriculum Vitae relating to each of the proposed Trustees is attached at Appendix B.

The Treasury has agreed that the members of the Manx Radio Trust should be entitled to claim travel and subsistence allowances under the Payment of Members Expenses Act, which will also enable the Trustees to receive a sessional attendance allowance.

8. Articles of Association of Radio Manx Limited

Because of certain provisions contained within the proposed Trust Deed it has been necessary for the Articles of Association of Radio Manx Limited to be amended and brought up to date in order to ensure that there is no conflict between the Trust Deed and the Articles of Association. A copy of the amended Articles of Association is attached at Appendix C. As with the proposed Trust Deed, the Directors of Radio Manx have indicated that they are content with the proposed amendments to the Articles of Association. 9. Conclusions and Recommendations When Tynwald approved the report of the Council of Ministers on the outstanding recommendations of the Committee of Inquiry into the Options for the Future of Manx Radio, recommendation (3) and recommendation (4) were dependent upon the establishment of a Trust. Recommendation (3) (as amended) was that "a Trust should be set up to fund the Station". Recommendation (4) recommended that the reporting structure between the radio station and the Isle of Man Government should be reviewed".

This report and the recommendations that are made fully discharge the responsibility placed upon the Council of Ministers by the Tynwald resolution of 16 February 1994 and by the undertaking given at that time to report back to Tynwald.

The Council of Ministers recommends that:-

(a) the Trust Deed set out in draft as Appendix A;

(b) the appointment of the nine Trustees identified in Appendix B; and

Signed on behalf of the Council of Ministers

Chief Minister APPENDIX A

TRUST DEED 24/2/95 Draft Trust Deed

THIS TRUST is made the day of

1995 BETWEEN

1. THE TREASURY and 2.1 NICHOLA BRUNNSCHWEILER of Kerroo-ny-Glough Cottage, Mill Road, Greeba in the Parish of Marown in the Isle of Man 2.2 CAROLINE FREDA SCOTT CONVERY of Strooan Moar, Crossag Road,

Ballasalla in the Parish of Malew in the Isle of Man 2.3 HELEN PATRICIA CORLETT of Croit le Nord, Mountain View in the

Town of Peel in the Isle of Man 2.4 PAUL EDWIN COSTAIN of Moorhouse Farm, Mount Gawne Road, Colby in the Parish of Rushen in the Isle of Man 2.5 PATRICIA ANN GELLING of Oakleigh, Strang Road, Union Mills in the Parish of Braddan in the Isle of Man 2.6 JAMES GREENHILL of Shamsan, Glen Auldyn in the Parish of

Lezayre in the Isle of Man 2.7 MALCOLM BRIAN HARTLEY of Westville, Tynwald Road in the Town of Peel in the Isle of Man 2.8 DIANA JULIE JONES of Dreem Garrow, Ballaquane Road in the

Town of Peel in the Isle of Man 2.9 GEORGE DOUGLAS STANLEY WATTERSON of Stoneleigh, 28 The Park in the Village District of Onchan in the Isle of Man

("the Original Trustees")

WHEREAS (1) The Treasury is beneficial owner of the shares described in the First Schedule hereto ("the Shares"). (2) The Treasury for the purpose of enabling the Trustees to promote the objects described in the Second Schedule hereto, has or intends to transfer the Shares to, or to the order of, the Trustees to be held upon the trusts and with and subject to the powers and provisions herein contained. NOW THIS DEED WITNESSES:

NAME OF TRUST 1. This Trust shall, until and unless the Owner otherwise determines be known as MANX RADIO TRUST DEFINITIONS 2.1 In this deed where the context permits the following expressions have the following meanings:-

(1) "Trustees" means the Original Trustees or other the Trustees or Trustee for the time being of this Trust (2) "the Trust Fund" means the Shares and any other shares, stock, debenture stock, obligations, options, and securities of every description from time to time held by the Trustees in Radio Manx Limited and all property from time to time representing the same.

(3) "The Owner" means the Treasury or such other Department of Government, Statutory Board or subject to the prior concurrence of Tynwald such other person as the Treasury may at any time appoint and any person so appointed

shall have the like power to appoint some other person to be the Owner.

(4) "Radio Manx Limited" means Radio Manx Limited a company

incorporated in the Isle of Man and having its registered office situate at Broadcasting House, Douglas Head, Douglas in the Isle of Man.

(5) "the Objects" means the objects described in the Second Schedule hereto. (6) "emergency" means a state of affairs which in the opinion of the Owner are such as require urgent action to be taken 2.2 Words importing one gender include the other gender and words importing the singular include the plural and vice versa. 2.3 "person" includes a corporation.

TRUSTS 3. Subject to the following provisions of this deed, the Trustees shall hold the Trust Fund upon trust for the Owner absolutely and shall pay or transfer the Trust Fund, and any income therefrom received by the Trustees, to the Owner or to such other person as and when the Owner shall direct the Trustees.

ADMINISTRATIVE DUTIES AND POWERS 4. Until any direction in respect of the Trust Fund is given under clause 3 and so far as the same may not extend: 4.1 The Trustees shall do all such acts and things in relation to the Trust Fund as the Owner may from time to time direct the Trustees. 4.2 Subject to any direction under clause 4.1 and to the obligations imposed upon the Trustees under clause 4.3, the Trustees, for the purpose of furthering or promoting the Objects, shall have the widest possible powers of managing and dealing with the Trust Fund in all respects as if the Trustees were the absolute beneficial owners thereof (which they may exercise or refrain from exercising from time to time at their absolute discretion) including, without prejudice to the generality of the foregoing, unrestricted powers to invest, retain, reinvest, let, licence, charge, hypothecate, lend, borrow, provide guarantees and indemnities, employ agents, grant proxies, acquire assets jointly with others, hold or place assets in the name of nominees or with custodians anywhere in the world and the Trustees may take any other action of any kind whatsoever which they may consider expedient in the furtherance or promotion of the Objects, PROVIDED HOWEVER that the Trustees may not without the prior written consent of the Owner exercise their powers so as to do any of the acts and things described in the Third Schedule hereto. 4.3 Subject to any direction under clause 4.1 the Trustees shall:

(a) subsequent to the end of each financial year of Radio Manx Limited, furnish the Owner within fourteen days of the receipt of the same with a copy of the audited accounts with the Directors'

Report for the financial year immediately preceding and shall provide (if requested by the Owner) to the Owner all appropriate explanations relevant

thereto.

(b) provide the Owner with such written report or reports and/or information as the Owner shall from time to time require in relation to or in connection with Radio Manx Limited or the Trust

Fund within such period as the Owner shall from

time to time reasonably require. (c) ensure that at all times fit and proper persons are appointed as Directors of Radio Manx Limited and shall take such steps as they consider fit to ensure that the appointment of any director of Radio Manx Limited shall not continue or be renewed after that director has been in office for six years, PROVIDED HOWEVER that the Trustees shall not remove any director from office without the prior written consent of the Owner.

PROCEEDINGS OF TRUSTEES 5.1 The Trustees shall act only by resolution passed at meetings of the Trustees. 5.2 Any Trustee may convene a meeting at any place in the Isle of Man, by giving 14 days' notice in writing (exclusive of the day of service of the notice and the day of the meeting) delivered to each of the other Trustees then in office. A resolution of the Trustees shall not be invalidated by reason only of the non-receipt by a Trustee of a notice hereunder. 5.3 Subject to any contrary direction of the Owner, the quorum for a meeting shall be six Trustees. 5.4 All resolutions shall be passed by simple majority of those present at the meeting. 5.5 At each meeting, the Trustees present shall appoint one of their number or some other fit and proper person to take the minutes of the meeting. Such minutes shall be signed by all Trustees present at the meeting and a copy of the minutes so signed shall be sent by the person appointed to take the minutes to all of the Trustees as soon as practicable but in any event within 14 days of the meeting. 5.6 The Trustees shall designate one of their number or some other fit and proper person to retain the original minutes of meetings and all other permanent papers of the Trustees. 5.7 Notwithstanding the foregoing a written resolution signed by all Trustees then in office shall be as valid and effective as is a resolution of the Trustees passed at a duly convened meeting of the Trustees. 5.8 Any of the Trustees who shall dissent from any resolution of the Trustees (whether or not present at the meeting at which the resolution was passed) shall nevertheless concur in executing or signing any document or doing any act necessary for giving effect to such resolution without being responsible for any resulting loss.

RETIREMENT AND REMOVAL OF TRUSTEES 6.1 The Original Trustees named in Part 1 of the Fourth Schedule shall each be deemed to have given a notice of retirement pursuant to clause 6.5 expiring at the end of the sitting of Tynwald immediately next following the second anniversary of the date of this deed but shall each be eligible for re-appointment as

Trustee. Any Trustee so re-appointed shall be deemed to have given E notice of retirement pursuant to clause 6.5 expiring at the end of the period of three years following their re-appointment but shall again be eligible thereafter for re-appointment as Trustee. Any Trustee so re-appointed shall be deemed to have given a notice of retirement pursuant to clause 6.5 expiring at the end of the eighth year since he was first appointed a Trustee and shall not be eligible thereafter for re-appointment as Trustee. 6.2 The Original Trustees named in Part 2 of the Fourth Schedule

shall each be deemed to have given a notice of retirement pursuant

to clause 6.5 expiring at the end of the sitting of Tynwald immediately next following the third anniversary of the date of this deed but shall each be eligible for re-appointment as

Trustee. Any Trustee so re-appointed shall be deemed to have given a notice of retirement pursuant to clause 6.5 expiring at the end of the period of three years following their re-appointment but shall again be eligible thereafter for re-appointment as Trustee. Any Trustee so re-appointed shall be deemed to have given a notice of retirement pursuant to clause 6.5 expiring at the end of the ninth

year since he was first appointed a Trustee and shall not be eligible thereafter for re-appointment as Trustee. 6.3 The Original Trustees named in Part 3 of the Fourth Schedule shall each be deemed to have given a notice of retirement pursuant to clause 6.5 expiring at the end of the sitting of Tynwald

immediately next following the fourth anniversary of the date of

this deed but shall each be eligible for re-appointment as Trustee. Any Trustee so re-appointed shall be deemed to have given a notice of retirement pursuant to clause 6.5 expiring at the end of the period of three years following their re-appointment but shall again be eligible thereafter for re-appointment as Trustee. Any Trustees so re-appointed shall be deemed to have given a notice of retirement pursuant to clause 6.5 expiring at the end of the tenth year since he was first appointed a Trustee and shall not be eligible thereafter for re-appointment as Trustee.

6.4 Every Trustee (other than an Original Trustee) shall be deemed to have given a notice of retirement pursuant to clause 6.5 expiring at the end of the period of three years following their

appointment but shall be eligible thereafter for re-appointment as Trustee. Any Trustee so re-appointed shall be deemed to have given a notice of retirement pursuant to clause 6.5 expiring at the end of the period of three years following their re-appointment but shall again be eligible thereafter for

re-appointment as Trustee. Any Trustee so re-appointed shall be deemed to have given a notice of retirement pursuant to clause 6.5 expiring at the end of the ninth year since he was first appointed a Trustee and shall not be eligible thereafter for re-appointment

as Trustee. 6.5 If any Trustee hereof shall at any time desire to withdraw and be discharged from the trusts hereof he may do so by giving not less than three calendar months (or such lesser period as the Owner shall agree) prior notice in writing to the Owner. 6.6 Any retirement hereunder shall become effective:

(1) upon expiry of the period (or deemed period) of notice

if, at that time, there are at least 6 other persons in office as Trustees immediately thereafter, or (2) upon the appointment of a successor trustee pursuant to clause 7.1 hereof. Until any such retirement is effective, the retiring Trustee shall

continue to be a Trustee in all respects. 6.7 The Owner may at any time by instrument in writing (a copy of

which shall be delivered to each Trustee at that time in office)

remove any Trustee from office but no such removal shall be valid

without the prior concurrence of Tynwald save and except in case of: (1) emergency or

(2) when Tynwald is in recess or the House of Keys is dissolved, or

(3) a Trustee who is refusing to act or has become mentally incapacitated, or has become bankrupt or made an arrangement with his creditors or has become a member or director of any corporation or partnership which competes with the business from time to time carried on by Radio Manx Limited or, otherwise, is unfit to act.

6.8 In any such instrument of removal the Owner shall declare that the removal from office shall take effect either immediately (whether or not there will be less than six other Trustees in office thereafter) or upon the appointment of a successor Trustee. The requirement in clause 6.7 to deliver copies of an instrument of removal shall not affect the date the instrument takes effect.

6.9 It shall be the duty of every Trustee to notify, in writing, the Owner and all other Trustees for the time being in office, that he has become bankrupt or has made an arrangement with his creditors or has become a member or director of any corporation or partnership which competes with the business from time to time carried on by Radio Manx Limited.

APPOINTMENT OF NEW OR ADDITIONAL TRUSTEES 7.1 Where a notice of retirement or removal has been given (or deemed to have been given) by or to a Trustee under Clause 6 or where a Trustee has died, the Owner may appoint any other person as successor Trustee in his place (but subject to the proviso to this clause 7.1 only with the concurrence of Tynwald save and except in case of emergency or when Tynwald is in recess or the House of Keys dissolved) PROVIDED THAT the Owner may re-appoint a retiring Trustee without such concurrence as aforesaid where such

Trustee is eligible for re-appointment pursuant to clause 6 but no person may be appointed who has been removed pursuant to Clause 6.7 or who is ineligible to be re-appointed pursuant to Clause 6. 7.2 Subject to the number of Trustees at any time not exceeding nine the Owner may (but only with the concurrence of Tynwald, save and except in case of emergency or when Tynwald is in recess or the House of Keys dissolved) appoint any person or persons as an additional Trustee or Trustees to act jointly with any other then existing Trustees. 7.3 A person may be appointed Trustee hereunder wherever situate. 7.4 On every change in the trusteeship a Memorandum shall be endorsed on or permanently annexed to this Trust stating the names of the Trustees for the time being and it shall be signed by the person or persons so named and any person dealing with this Trust shall be entitled to rely upon such Memorandum (or the latest of such Memoranda if more than one) as sufficient evidence that the Trustees named therein are the duly constituted Trustees for the time being hereof.

EXTENT OF TRUSTEES' DUTIES 8.1 It shall be no part of the duty of the Trustees to enhance or maintain the value of the Trust Fund nor shall the Trustees be bound or required to interfere in the management or conduct of the business of any company (which expression shall include any company which is directly or indirectly the subsidiary of such company) in which the Trustees hold shares whatever the proportion of the issued share capital they hold. 8.2 The Trustees shall not be liable for any loss to the Trust

Fund or its income howsoever arising unless caused by actual fraud

on the part of the Trustee who is sought to be made liable.

REMUNERATION OF TRUSTEES 9. Any Trustee for the time being hereof shall be entitled, in addition to reimbursement of his proper expenses (as shall be previously agreed in writing from time to time between such Trustee and the Owner), to such remuneration for his services as shall be from time to time previously agreed in writing between the Owner and the Trustee. Nothing herein shall affect any Trustee's right at law to an indemnity out of the Trust Fund or the income thereof or from the Owner.

NOTICES

10.1 Every appointment and direction made hereunder by the Owner shall be in writing. Without prejudice to clause 6.8, every appointment, direction, instrument and notice made hereunder by the Owner shall become effective:- (1) if required to be given, delivered or served shall become effective upon delivery of the same, in accordance with clause 10.2 below or

(2) in any other case upon execution thereof. 10.2 Any appointment, direction, instrument or notice required to be delivered, given or served hereunder to or upon the Owner or the Trustees shall be considered delivered, given or served only upon delivery (whether by hand or by facsimile transmission) to the addressee at the address or (as the case may be) the facsimile number of that person set opposite its name below: The Owner Government Offices, Douglas, Isle of Man IMl 3PU

Facsimile Number: 01624 685662

Trustees Nichola Brunnschweiler, Kerroo-ny-Glough Cottage, Mill Road, Greeba, Marown, Isle of Man Facsimile Number: 01624 611101 Caroline Freda Scott Convery, Strooan Moar, Crossag Road, Ballasalla, Isle of Man, IM9 3EF Helen Patricia Corlett, Croit le Nord, Mountain View, Peel, Isle of Man, IM4 1QD Facsimile Number: 01624 842284 Paul Edwin Costain, Moorhouse Farm, Mount Gawne Road, Colby,

Isdle of Man, IM9 4BA Patricia Ann Gelling, Oakleigh, Strang Road, Union Mills,

Isle of Man, IM4 4NL James Greenhill, Shamsan, Glen Auldyn, Lezayre, Isle of Man, IM7 2AF Facsimile Number: 01624 816100 Malcolm Brian Hartley, Westville, Tynwald Road, Peel, Isle of Man, IM5 1JN Facsimile Number: 01624 625997 Diana Julie Jones, Dreem Garrow, Ballaquane Road, Peel, Isle of Man IM5 1PP George Douglas Stanley Watterson, Stoneleigh, 28 The Park, Onchan, Isle of Man, IM3 1HR or at such other address (or facsimile number) as the Owner shall advise all Trustees then in office or as any of the Trustees shall notify the Owner and all other Trustees then in office (in the manner provided for in this clause 10.2).

PROPER LAW AND FORUM OF ADMINISTRATION 11. This Trust is established under the laws of the Isle of Man and the rights of all parties and the construction and effect of each and every provision hereof shall be subject to the exclusive jurisdiction of and construed only according to the laws of the Isle of Man which shall be the forum for the administration of this Trust.

VARIATION 12. The Owner may (with the prior concurrence of Tynwald) at any time or times by instrument in writing vary, add to or delete all or any of the trusts, powers and provisions contained in this deed.

IN WITNESS WHEREOF the parties hereto have executed these presents this the day month and year first before written

FIRST SCHEDULE ABOVE REFERRED TO THREE HUNDRED AND FORTY THOUSAND AND TWO (340,002) fully paid ordinary shares of ONE POUND (E1) in Radio Manx Limited

SECOND SCHEDULE ABOVE REFERRED TO

(The Objects)

A. to ensure that Radio Manx Limited (the "Company") provides broadcasting services of a reasonable standard and such as will meet in the opinion of the Trustees the general requirements of the Manx listening public and B. to provide guidance to the Board of Directors of the Company on broadcasting and other policy matters with regard to the carrying on by the Company of its business as a public broadcaster and, C. to ensure that the Company complies with any Codes of Practice issued by the Communications Commission

THIRD SCHEDULE ABOVE REFERRED TO

(Restricted actions of the Trustees) (a) authorise any increase in the authorised share capital or the issued share capital in Radio Manx Limited; (b) authorise any change or variation in the structure of the share capital or divisions of shares in Radio Manx Limited; (c) authorise Radio Manx Limited to create any mortgage or charge over Radio Manx Limited's undertaking, property and uncalled capital or authorise the issue of debentures, or other securities whether as primary or collateral security for any debt, liability or obligation of Radio Manx Limited or any other party (d) authorise the borrowings (which shall include debentures proposed to be issued for a consideration other than cash and any proposed guarantee (which shall be deemed borrowing of an amount equal to the maximum liability under the guarantee)) of Radio Manx Limited and its subsidiaries (if any) which would result in the aggregate borrowings of Radio Manx Limited and its subsidiaries for the time being remaining undischarged equal to or exceeding an amount equal to 40 per centum of the issued share capital and consolidated reserves (meaning the aggregate amount of the paid up share capital of Radio Manx Limited plus the amount of the

consolidated capital and revenue reserves (including any share

premium account or capital redemption reserves) and any credit balance on the consolidated profit and loss account after deducting (a) any debit balance on that account and (b) any amounts attributable to the shareholders other than Radio Manx

Limited and its subsidiaries or as shown in the latest audited consolidated balance sheet of Radio Manx Limited and its subsidiaries but adjusted so as to reflect any issue of shares or other variation in the paid up share capital or share premium account of Radio Manx Limited since the date of the appropriate balance sheet and excluding any sum set aside for taxation any share capital or reserve resulting from writing up the book value of the assets of Radio Manx Limited or any of its subsidiaries and any intangible assets)

(e) sell, transfer, dispose of, charge or otherwise encumber or grant or permit any lien on, or otherwise alienate all or any of the Trust Fund;

(f) permit any alteration or addition or variation to the Memorandum or Articles of Association of Radio Manx Limited; (g) disclose (other than to the Owner or with the prior written consent of the Owner (and if consent be given it may be subject to conditions stipulated by the Owner) or as required by law) any information (whether confidential or otherwise, in writing or verbal) concerning Radio Manx Limited, any of its directors, officers, servants, agents or any third party having or intending to have dealings with Radio Manx Limited, (including, without prejudice to the generality of the foregoing, information concerning any business from time to time carried on by Radio Manx

Limited or any contract or other arrangement entered into or proposed to be entered into by Radio Manx Limited);

(h) appoint any employee of Radio Manx Limited to the office of Director or appoint one or more of the Directors to the office of Managing Director or to any other executive office under Radio

Manx Limited;

(i) purchase or acquire any options, debentures, debenture stock, shares, stock, obligations or securities of Radio Manx Limited;

(j) permit any person (other than a Trustee hereof acting in such capacity) to acquire any shares, stock, debentures, debenture stock, options, obligations or securities in Radio Manx Limited;

(k) enter into any compromise or arrangement with respect to all or any of the rights of the Trustees as debenture holders, debenture stock holders, creditors, shareholders or stock holders of Radio Manx Limited (whether in connection with a scheme of reconstruction or amalgamation or otherwise) or to accept in or towards satisfaction of any debt, holding or security any cash, options, debentures, debenture stock, shares, stock, obligations or securities of Radio Manx Limited or of any other company or companies or in any other form whatsoever; (1) propose or support any resolution or do any act or thing relevant to or concur in the winding up or liquidation of Radio

Manx Limited; (m) accept in satisfaction of all or any of the Trustees' rights in any winding up or liquidation a distribution in specie of the assets of Radio Manx Limited. FOURTH SCHEDULE ABOVE REFERRED TO

PART I Paul Edwin Costain of Moorhouse Farm, Mount Gawne Road, Colby, Isle of Man Helen Patricia Corlett of Croit le Nord, Mountain View, Peel, Isle of Man Patricia Ann Gelling of Oakleigh, Strang Road, Union Mills, Isle of Man

PART II Nichola Brunnschweiler of Kerroo-ny-Glough Cottage, Mill Road, Greeba, Isle of Man Diana Julie Jones of Dreem Garrow, Ballaquane Road, Peel, Isle of Man James Greenhill of Shamsan, Glen Auldyn, Lezayre, Isle of Man

PART III

Caroline Freda Scott Convery of Strooan Moar, Crossag Road, Ballasalla, Isle of Man Malcolm Brian Hartley of Westville, Tynwald Road, Peel, Isle of Man George Douglas Stanley Watterson of Stoneleigh, 28 The Park, Onchan, Isle of Man APPENDIX B

CURRICULUM VITAE OF EACH OF THE PROPOSED MANX RADIO TRUST TRUSTEES CURRICULUM VITAE

FULL NAME: Caroline Freda Scott Convery

DATE OF BIRTH: 19 November 1950

ADDRESS: Strooan Mooar Crossag Road BALLASALLA IM9 3EF

FAMILY BACKGROUND: Married - 28.8.71 - to Edward Cyril Convery ACIB Daughter - born 25.3.92 - Bethany Jessica

EDUCATIONAL BACKGROUND: Tynwald Street Infants and Junior School Buchan (Scholarship)

QUALIFICATIONS: GCE O'Level

Mathematics Pure Mathematics Additional Mathematics Physics Chemistry Biology English Language English Literature General Studies

April 1985

Associate of the Chartered Institute of Bankers EMPLOYMENT HISTORY: August 1969 - Joined Barclays Bank PLC, Douglas, Isle of Man June 1989 - Appointed Administration Manager, being the first female Bank Manager in Barclays Bank in the Isle of Man.

January 1992 - Resigned from Barclays Bank PLC, prior to the birth of first child in March 1992.

Present - Mother and housewife. Registered Childminder

INTERESTS/HOBBIES/ Treasurer of Isle of Man Anti-Cancer Association MEMBERSHIPS ETC Committee Member - Castletown Anti-Cancer ASS branch Member of Abbey Church, Malew, Parochial Church Council Sunday School Teacher - Abbey Church

Swimming, Walking, Trekking, Travelling, Astronomy CURRICULUM VITAE

FULL NAME: Helen Patricia Corlett

DATE OF BIRTH: 10 April 1957

ADDRESS: Croit Le Nord Mountain View PEEL IM5 1QD

FAMILY BACKGROUND: Married to Mr A C Corlett 2 Children aged 11 and 9 years

EDUCATIONAL BACKGROUND: Primary School in Mid Wales Lowther College, Bodelwyddan, North Wales Tante Marie School of Cordon Bleu Cookery

QUALIFICATIONS: 0' Levels A' Levels Diploma in Cordon Bleu Cookery

EMPLOYMENT HISTORY: Helped manage a family business (electrical/hardware) in Mid Wales.

Managed the Verzons Hotel, nr Ledbury, Hereford Private catering business inc microwave demonstrations

Currently employed in family business, Corlett Building Materials Limited, as Credit Controller

INTERESTS/HOBBIES/ Gardening, Golf, Clay Pigeon Shooting MEMBERSHIPS ETC Most active outdoor sports Swimming Coach Tennis Coach

CURRICULUM VITAE

FULL NAME: Diana Julie Jones (Nee Fenton)

DATE OF BIRTH: 5 October 1954

ADDRESS: Dreemgarrow, Ballaquane Road PEEL Isle of Man

FAMILY BACKGROUND: Married. No children

EDUCATIONAL BACKGROUND: 1967-1973 - Douglas High School for girls 1973-1977 - Nottingham University

QUALIFICATIONS: 1971-1973 9 0' Level, 3 A' Levels 1973 Duke of Edinburgh Gold Award 1976 BS(Honours 2/1) Biological Sciences 1977 Postgraduate Certificate in Education 1988 Open University Certificate "Mental Handicaps - Patterns for Living" 1989 RSA 1 Book keeping (Credit) 1993 City and Guilds of London Institute Vocational Skills Trainer and Assessor Award

EMPLOYMENT HISTORY: 1977-1981 Secondary School Teacher of Biological and General Science.

1979-1981 Acting Head of the Department of Biology at Loughborough Girls High School.

1981-1982 Sales Executive - Radio Manx Limited.

1983-1989 Training Instructor at Eastcliffe Resource Centre.

1989-1991 Administration and book-keeping at Clarke Rayton, Chartered Accountants.

1992-1994 Day Centre Officer at Eastcliffe Resource Centre. Staff Assessment for National Vocational Award in Care (Level 2).

INTERESTS/HOBBIES/ Membership of the following:- MEMBERSHIPS ETC Worldwide Fund for Nature International Fund for Animal Welfare Political Animal Lobby Manx Blues Club

VOLUNTARY DUTIES General duties at Ard Jerkyll, one session per week. CURRICULUM VITAE

FULL NAME: Malcolm Brian Hartley

DATE OF BIRTH: 18 February 1935

ADDRESS: Westville Tynwald Road PEEL IM5 1JN

FAMILY BACKGROUND: Widower - (Married to Margaret Partington 1957-1977) 3 daughters - Alison Brand Jane Reynolds Fiona Goodison (Miss Isle of Man 1985)

EDUCATIONAL BACKGROUND: West Hartlepool Grammar School

EMPLOYMENT HISTORY: Royal Air Force 1953-1957 A R Partington Limited 1957-1987

Director - Border Television PLC, Caymanx Trust Corporation Limited Director - VER's Secretarial Limited

INTERESTES/HOBBIES/ Justice of the Peace MEMBERSHIPS ETC Chairman Juvenile Panel Civil Service Commission Prison Visiting Committee Douglas Rotary Club CURRICULUM VITAE

FULL NAME: Paul Edward Costain

DATE OF BIRTH: 23 June 1966

ADDRESS: Moorhouse Farm COLBY 1M9 4BA

FAMILY BACKGROUND: Single

EDUCATIONAL BACKGROUND: Castle Rushen High School

EMPLOYMENT HISTORY: Working Director, Moorhouse Farms Limited

INTERESTS/HOBBIES/ Singing MEMBERSHIPS ETC Music - Classical and Opera Swimming Young Farmers Young Farmers Ambassadors Publicity Officer CURRICULUM VITAE

FULL NAME: Patricia Ann Gelling

DATE OF BIRTH: 24 May 1943

ADDRESS: "Oakleigh" Strang Road UNION MILLS Braddan

FAMILY BACKGROUND: Widow. 2 daughters aged 26 and 19 years.

EDUCATIONAL BACKGROUND: Ripon Cathedral School: High School for Girls, Ripon Yorkshire Training College of Housecrafts (Leeds)

QUALIFICATIONS: Teaching Diploma, Leeds (as above) Member of Manx Guild of Registered Tour Guides

EMPLOYMENT HISTORY: Seasonal work in post office, Marks and Spencer in the late 1960's.

Playschool assistant 1971-1975

Secretary to architectural practice 1980-1982

INTERESTES/HOBBIES/ Reading, Music, Theatre, People, "The Natural World" MEMBERSHIPS ETC Rambling, Bird-watching, Vocational Paining & Poetry Gardens, Astronomy. NCCPG (Garden Soc) L Member of "Friends" of Manannan Festival L. Member of "Friends" of Manx National Heritage. CURRICULUM VITAE

FULL NAME: Nichola Brunnschweiler

DATE OF BIRTH: 3 March 1955, Manchester, England

ADDRESS: Kerroo-Ny-Glough Cottage Mill Road GREEBA Isle of Man

EDUCATIONAL BACKGROUND: 1966-1971 Beaconsfield High School, Buckinghamshire for 0' Levels 1971-1973 Bedales School, Petersfield, Hampshire for A' Levels (Maths, Physics, Chemistry, Art) 1974 Moved to Isle of Man to work at Shebeg Pottery to satisfy interest in ceramics. 1976-1979 HND Business Studies at Cambridge College of Arts and Technology 1979-1981 Articled Clerk at Chartered Accountants, Breadner Solly & Co, Finch Road, Douglas

I had started working in public houses at this time and decided to learn more about catering and the licensed trade.

Took City & Guilds 706 II Catering and Alcoholic Beverages Certificate at IOM College of Further Education, Douglas.

1981-83 Bar Stewardess at Manx Flyers Aero Club, Derbyhaven 1984 Took over public house licence of "Zhivago'sH, Victoria St, Douglas (now Bushy's) 1986 Started brewing beer in cellar of Bushy's, with brother Martin as brewer. 1989 Started vegetarian cafe/restaurant in Douglas Steam Railway Station, t/a Greens Limited 1993 Greens took on tenancy of Snaefell Summit Hotel with co-director Nigel Kermode as Manager

Currently Director of Bushy's Limited, Mount Murray Brewing Company Limited and Greens Limited.

Main occupation is running Greens in the Railway Station.

INTERESTES/HOBBIES/ Buildings and Architecture: Committee Member of IOM MEMBERSHIPS ETC Victorian Society Member of Peel Heritage and Charles Rennie Mackintosh Society Theatre: especially Gaiety Theatre Food, Wine and Restaurants also public houses, beer and brewing All aspects of life on the Isle of Man: I enjoy living here very much. CURRICULUM VITAE

NAME George Douglas Stanley Vatterson

ADDRESS Stoneleigh, 28 The Park, Onchan, Isle of Han, IM3 1HR.

NATIONALITY Manx

DATE OF BIRTH 20 August, 1937

STATUS Married

ACADEMIC QUALIFICATIONS General Certificate of Education: English Literature Mathematics Physics Chemistry

PROFESSIONAL QUALIFICATIONS Completed Associateship of the Chartered Institute of Bankers Examinations in 1967 and was placed 32nd in the order of merit of all candidates worldwide who completed the examinations in that year.

Elected to the Fellowship of the Chartered Institute of Bankers 1982.

Member of the British Institute of Management.

CAREER HISTORY I have been employed by the Isle of Man Bank since 2nd July, 1954. Initially employed on a four year apprenticeship. At the end of my indentures I was taken on to the permanent staff and was immediately called up for National Service.

As a Unit Pay Clerk I was attached initially to the Royal Signals at Chester. I was then posted to the Royal Artillery in Scotland, which Regiment was transferred to Germany. My responsibilities involved the preparation and payment on a weekly basis of 500 men, checking of each individual account and ensuring that. the correct rates of pay and allowances were being credited.

I returned from National Service in 1960 and undertook various clerical duties.

Continued over/ - 2 -

DEPARTMENT PRINCIPAL DUTIES

Customer Accounting Section Reconciling the day's transactions for the Athol 1965-68 Street office. Deployment of staff within the Position held unit, which totalled 15, and ensuring that Assistant Accountant customers' instructions were carried out promptly and accurately. A detailed knowledge of the accounting system was required. During this period inter-personal skills were developed in view of the number of enquiries that were received from the customers.

Security Section Supervising the preparation and recording of 1968-69 security for advances, ongoing valuations, Position held liaison with advocates, brokers and insurance Assistant Accountant companies. Supervised the purchase and sale of Stock Exchange securities, delivery and receipt of certificates, both physically and with overseas depositories. Receipt and distribution of dividends. Custody of bearer securities and collection of dividends both in cash and stock on bearer and American type securities.

Athol Street Office Responsible for the running of the Office which 1969-71 had a staff of approximately 65. Principal Position held responsibility was always ensuring that staff Office Manager levels in all areas were correct to provide an efficient service. Pay roll and staff assessments were also part of the duties, as was the maintenance of the building. Considerable contact with customers with regard to various matters including lending.

Internal Audit Internal audit of Branches and Departments 1971-76 check valuables and controlled items such as Position held drafts, travel cheques; overview of lending. Inspector of Branches Review of day to day running of the individual branch, department; assessment of staff.

Regent Street Branch Management of the Branch, control of the lending, 1976-80 security and valuables. Deployment of staff and Position held their training, developing the business and Manager maximising profits.

Marina Branch Second.largest Branch management, which had a 1980-86 somewhat specialised lending portfolio. Same Position held responsibilities as previous management, but on Manager a larger scale. A staff of 20 and a considerably larger lending portfolio. Principal responsibility was to diversify the business from the catering industry and at the same time reducing our exposure in that area whilst maintining overall profitability.

Continued over/ - 3 -

DEPARTMENT PRINCIPAL DUTIES

Head Office A more administrative role involved with the 1986-90 strategic and operational planning of the Isle of Position held Man Bank as a whole. Special involvement in the Assistant General Manager setting up of our own computer centre and the refurbishment of the Branch at Regent Street. Involvement in business development and cost containment.

Ulster Bank, Belfast The largest part of the two years that were spent 1990-91 in Ulster Bank was involved with Group Advances, Secondment as which overviewed and sanctioned the major lendings Assistant General Manager of the Ulster Bank Group. This involved Ulster Bank Limited, Ulster Investment Bank Limited and Lombard and Ulster Limited.

Business Centre The Business Centre was opened in 1991 and the 1991 to date remit was to cultivate the relationships with the Position held major corporate clients with a view to a greater Assistant General Manager understanding of individual business and tailoring and Chief Manager our services to meet their needs. Responsibilities also with regard to strategic and operational planning, profitability, business development and new products.

Numerous courses attended, the latest in 1993 Business and Financial Analysis.

I presently hold the following Directorships:

Isle of Man Bank Nominees Limited - Chairman Ulster Bank Isle of Man Limited - Director

However, these Directorships will be relinquished on my retirement at the end of the year.

OUTSIDE INTERESTS Travel, photography, philately and sub aqua diving. Member of the Committee of the Isle of Man Cripples Guild since 1963. CURRICULUM VITAE

FULL NAME: James Greenhill

ADDRESS: Shamsan Glen Auldyn LEZAYRE IM7 2AF Isle of Man

DATE OF BIRTH: 14 April 1932

FAMILY BACKGROUND: Married. Wife Elizabeth, ex School Teacher 2 children, Son aged 38 and daughter aged 37.

RETIRED 31 December 1992 Managing Director, Manx Telecom, Isle of Man

QUALIFICATIONS Final City & Guilds (Telecommunications) - Rutherford College, Newcastle-upon-Tyne.

Diploma Management Studies (DMS) - Regent Street, Polytechnic, London.

PREVIOUS EMPLOYMENT 43 years with (GPO, PO) British Telecom and subsidiaries. Experience included primarily engineering and general management plus Personnel work, Marketing, Management Services.

MAIN DETAILS 1986-1992 Managing Director of Manx Telecom IOM. (A wholly owned but independent subsidiary of British Telecom). Was responsible for negotiating licence with IOM Government and establishing company.

1983-1985 Deputy Director Marketing British Telecom (UK). Responsible for Products, Sales Force, Operator and Payphone Services.

1980-1983 Regional Service Controller London Telephone Region. Board member responsible for Sales, Customer Instal- lation and Operator Services, London.

1979-1980 Deputy General Manager South Central Telephone Area, London.

1976-1978 Head of Management Services London Telephone Region.

1972-1976 Area Engineer Board member South West Telephone Area, London. Prior 1972 Various senior engineering management positions including Personnel work at British Telecom Headquarters involving Union negotiations on pay and relative matters. Also secondment in Overseas Service (2 years) and Defence Security Work. OTHER ACTIVITIES 1950-1952 National Service Royal Signals Military Service 1953-1992 Territorial Army (TAVR)

1953-1980 Various Regimental appointments (Sgt - Lieutenant Colonel)

1981-1983 Deputy Brigade Commander II Signal Bde (V) (Colonel)

1983-1986 Deputy Chief Signal Officer, United Kingdom Land Forces. (Colonel).

1987-1992 Honorary Colonel. 33 Signal Regiment (V) Liverpool.

1992- Honorary Colonel, IOM Army Cadet Force.

COMMITTEE WORK ETC 1987-1992 Former Council member Douglas Chamber of Commerce.

1991-1993 Former Council member British Institute of Management (IOM).

1990-1992 Former Director of British Telecom Captive Insurance Company.

1989-1992 Former Trustee of Manx Telecom Pension Scheme.

1990-1993 Former Council member and Captain of Ramsey Golf Club. Council member of Ramsey Rotary Club.

1992- Non Executive Director of British Telecom Subsidiary (Syncordia Limited).

Various charity Committees.

OTHER INTERESTS Travel, Golf, Photography. APPENDIX C

ARTICLES OF ASSOCIATION OF RADIO MANX IJMITED Suggested new or amendments to Articles of Association

1. Reports and information - new article Within 21 days of receipt of written notice signed by four

members, the Directors shall provide to all members such

information (together with all appropriate copy documents) as shall be requested in such notice concerning the Company, any of its Directors, officers, servants, agents or any third party having or intending to have dealings with the Company (including, without prejudice to the generality of the foregoing, information concerning any business from time to time carried on by the

Company or any contract or other arrangement entered into or

proposed to be entered into by the Company but the members shall not be entitled to receive information relevant to any Director, officer or servant of the Company unless the information sought is relevant to the Company its business or affairs and it is proper for such information to be given ) PROVIDED THAT the Directors may decline to provide all or any part of such requested information if the Directors in their reasonable opinion consider that the provision of all or any part of such information would breach any confidential obligation of the Company or its Directors to any third party or that such disclosure would be detrimental to the commercial interests of the Company but if the Directors shall so decline they shall within the period aforesaid notify in writing all members of their reasons for declining to provide all or any part of such requested information.

2. Meetings of members

Section 113 of the Companies Acts provides that the members may requisition a meeting and the Directors shall convene a requisition meeting within 21 days from the date of the deposit of the requisition notice. Article 41 of Table A addresses requisitionist meetings. However it may be considered that such article does not expressly empower the requisitionists to convene a meeting if the Directors fail to do so. It may be considered therefore convenient to reproduce in the articles the powers and rights conferred by section 113 of the Companies Acts.

.1 If within 21 days from the date of the deposit of a Members Requisition complying with section 113(1) and (2) of the Act the Directors do not convene a general meeting by means of a notice specifying its objects, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, to be held before the expiration of three months from the date of the deposit.

.2 A meeting convened by requisitionists shall be convened and held in the same manner, as nearly as possible, as if it were a meeting convened by the Directors.

.3 Any expenses reasonably incurred by the requisitionists by reason of the failure of the Directors to convene the meeting shall be repaid by the Company, and any sum(s) so repaid shall be retained by the Company out of any sums becoming due to the Directors in default on account of fees or other remuneration. 3. Quorum Article 45 of Table A is excluded. Suggest new article.

No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided four members personally present shall be a quorum

4. Equality of votes Exclude Article 52 Table A and insert new article.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall not have a second or casting vote.

5. Proxy The present Articles of Association do not exclude Article 59 of Table A which provides, inter alia, that a proxy need not be a member of the company. Suggests new article:-

In article 59 of Table A the words "A proxy must be a member of the company" shall be substituted for the words "A proxy need not be a member of the company".

6. Encumbrances Delete article 20 of the Articles of Association and substitute new article

.1 Subject as provided by this Article the Directors may exercise all the powers of the Company to borrow money

.2 The Directors may not without the sanction of an ordinary resolution of the members in general meeting create any mortgage or charge over the Company's undertaking, property and uncalled capital or authorise the issue of debentures, or other securities whether as primary or collateral security for any debt, liability or obligation of the Company or any other party

.3 Save and except with the sanction of an ordinary resolution of the members in general meeting the Directors shall so restrict the borrowings (which shall include debentures proposed to be issued for a consideration other than cash and any proposed guarantee (which shall be deemed borrowing of an amount equal to the maximum liability under the guarantee)) of the Company and its subsidiaries (if any) so that the aggregate borrowings of the Company and its subsidiaries for the time being remaining undischarged do not equal or exceed an amount equal to 40 per centum of the issued share capital and consolidated reserves (meaning the aggregate amount of the paid up share capital of the Company together with the amount of the consolidated capital and revenue reserves (including any share premium account or capital redemption reserves) and any credit balance on the consolidated profit and loss account after deducting

(a) any debit balance on that account and

(b) any amounts attributable to the shareholders other than the Company and its subsidiaries or as shown in the latest audited consolidated balance sheet of the Company and its subsidiaries but adjusted so as to reflect any issue of shares or other variation in the paid up share capital or share premium account of the Company since the date of the appropriate balance sheet and excluding any sum set aside for taxation any share capital or reserve resulting from writing up the book value of the assets of the Company or any of its subsidiaries and any intangible assets)

4 No person dealing with the company or any of its subsidiaries shall by reason of the foregoing provisions be concerned to see or enquire whether the limit imposed by this Article is observed, and no debt incurred or security given in excess of that limit shall be invalid unless he had express notice at the time the debt was incurred or security was given that the limit had been or would by that action be exceeded

7. Share Capital and Transfer of Shares Article 8 of the Articles of Association suggest delete and substitute the following:

8.1 Subject as provided by this Article no transfer of any share in the capital of the Company shall be made or registered without the previous sanction of the Directors, who may without assigning any reason, decline to give any such sanction, and shall so decline in the case of any transfer the registration of which would involve a contravention of clause 3 hereof. The Directors may also suspend the registration of transfers during the 14 days immediately preceding the Ordinary General Meeting in each year. The Directors may decline to recognise any instrument of transfer unless (a) such fee not exceeding 10 pence, as the Directors may from time to time determine, is paid to the Company in respect thereof and (b) the instrument of transfer is accompanied by the Certificate of shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The Directors may decline to register any transfer of any shares on which the Company as a lien.

If the Directors refuse to register a transfer of any shares, they shall within 2 months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal, as required by section 67 of the Act.

8.2 Subject to the Directors having the right to suspend the registration of transfers as more particularly referred to in article 8.1 the Directors shall not refuse to transfer any share in the capital of the Company to any person who is already a member of the Company or to any person whom all members, save and except the transferor, approve in writing.

8. Directors Article 68 of Table A is not excluded from the Articles of Association. Such article enables the Directors to appoint one or more of their body to the office of Managing Director or Manager for such term at such remuneration etc. as the Directors shall deem appropriate.

It is suggested that article 68 of Table A be excluded and the following new article inserted.

Subject to the provisions of the Act and to the previous sanction of an ordinary resolution of the Company in general meeting the Directors may appoint one or more of their number to the office of Managing Director or to any other executive office under the Company and may enter into any agreement or arrangement with any Director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a Director. Subject to the previous sanction of an ordinary resolution of the Company in general meeting any such appointment, agreement or arrangement may be made upon such terms as the Directors determine and they may remunerate any such Director for his services as they think fit. Any appointment of a Director to an executive office shall terminate if he ceases to be a Director but without prejudice to any claim to damages for breach of the contract of service between the Director and the Company. A Managing Director and a Director holding any other executive office shall not be subject to retirement by rotation.

Subsequent to alteration of Article 68 of Table A suggest that Article 22 of the Articles of Association be modified as follows:- Article 22 be deleted and the following Articles substituted therefore:-

22. Subject to the provisions of Article ( ) a director may hold any other office or place of profit under the Company except that of Auditor upon such terms as to remuneration, tenure of office, and otherwise as may be determined by the Board. 9. Rotation of Directors (a) The Articles of Association do not exclude article 73 etseq. Such article provides for rotation of the Directors and provides that one third of the Directors for the time being or if their number is not 3 or a multiple of 3 then the number nearest one third shall retire from office -

(b) Suggest Amendments (i) Article 75 of Table A ought to be excluded and a new article substituted.

A retiring director shall be eligible for re-election save and except with the previous sanction of a special resolution of the Company in general meeting no Director shall be eligible for re-election if his tenure of office as Director then equals or exceeds 6 years.

(ii)Article 76 of Table A shall be modified by the insertion of the words "Subject to the provisions of article (the preceding article) - at the beginning of article 76.

10. Disqualification of Directors delete article 21 of the Articles of Association and substitute the following:

The office of a Director shall be vacated if:-

(a) he ceases to be a Director by virtue of any provision of the Act or he becomes prohibited by law from being a Director: or

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally: or

(i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1974 (or any Act replacing in whole or in part such Act) or

(ii)an order is made by a Court having Jurisdiction (whether in the Isle of Man or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers in respect of his property or affairs; or

(d) he resigns his office by notice to the Company; or

(e) he shall for more than 3 consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated; or

(f) if he becomes a member of the Company; or (g) if by Special Resolution of the Company in general meeting it is resolved that his tenure of office be determined.

11. Undertaking and Change of Business of the Company - suggest new Articles

1. The Directors shall carry on and cause to be carried on the business and undertaking of the Company in an efficient and business-like manner and save with the previous sanction of an ordinary resolution of the Company in general meeting shall not make any substantial alteration in the nature of such business

2. Save with the previous sanction of an ordinary resolution of the Company in general meeting the Directors shall not sell or otherwise dispose of the whole or any substantial part of the Company's undertaking or of its assets

12. General suggestions Article 13 of the Articles of Association suggest delete and substitute

The control and management of the business of the Company shall be within and from the Isle of Man and article 81 of Table A shall be modified accordingly