1

GREAT SOUTHERN MANAGERS AUSTRALIA LIMITED (IN

LIQUIDATION) ACN 083 825 405

SCHEME OF ARRANGEMENT UNDER SECTION 411 OF

THE CORPORATIONS ACT 2001 (CTH)

DLA Piper Australia

Level 31, 152-158 St Georges Terrace

Perth WA 6000

Australia

Ferrier Hodgson

Level 28, 108 St Georges Terrace

Perth WA 6000

Australia

1

CONTENTS

1. DEFINITIONS AND INTERPRETATION 5

2. COMMENCEMENT OF SCHEME 11

3. SCHEME TO BE APPROVED AND MONIES PAID 11

4. THE SCHEME 12

5. RELEASE BY SCHEME CREDITORS 14

6. SCHEME ADMINISTRATORS' APPOINTMENT, ROLE, POWERS AND

REMUNERATION

15

7. COSTS OF ADMINISTERING SCHEME 17

8. CESSATION OF SCHEME ADMINISTRATORS 18

9. MEETINGS OF SCHEME CREDITORS 18

10. COMPLETION OF SCHEME 20

11. GENERAL 21

12. SCHEDULE 1 - DEED OF SETTLEMENT (NOT ATTACHED) 24

13. SCHEDULE 2 - FERRIER HODGSON'S SCHEDULED RATES 25

14. SCHEDULE 3 - DEED POLL (CLAUSE 6.7 OF SCHEME) 26

15. SCHEDULE 4 - SCHEME ADMINISTRATOR'S DEED POLL (CLAUSES 8.5

AND 8.5 OF SCHEME)

27

DBS/DBS/3089794/975018/AUM/1211844873.1 2

This scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth)

Between the parties

The Company Great Southern Managers Australia Ltd (In Liquidation)

ACN 083 825 405

c/- Ferrier Hodgson, Chartered Accountants

Level 28, 108 St Georges Terrace

Perth, Western Australia

Scheme Creditors As defined in the Scheme

Scheme Administrators Martin Bruce Jones and James Henry Stewart

c/- Ferrier Hodgson, Chartered Accountants

Level 28, 108 St Georges Terrace

Perth, Western Australia

Recitals A GSMAL and GSF are wholly owned subsidiaries of

GSL.

B GSMAL carried on business as the responsible entity

of a number of agricultural and forestry managed

investment schemes.

C GSF carried on the business of providing loans to

Scheme Members.

D GSS held an Australian Financial Services Licence

and used authorised representatives to provide advice

on managed investment schemes issued by any of the

Great Southern Companies.

E Rhodes, Butlin, Young, Mews and Patrikeos were

directors of GSMAL and other Great Southern

Companies.

F The BEN Parties purchased from GSF certain loans

made by GSF to Scheme Members and provided other

loans directly to Scheme Members.

G Javelin purchased from GSF certain loans made by

DBS/DBS/3089794/975018/AUM/1211844873.1 3

GSF to Scheme Members.

H On 16 May 2009, GSMAL and certain of its Related

Bodies Corporate entered into voluntary

administration under Part 5.3A of the Act.

I On 19 November 2009, creditors resolved to appoint

the Liquidators as joint and several liquidators of

GSMAL and certain of its Related Bodies Corporate

pursuant to section 439C of the Act.

J Proceedings have been commenced by or against or

involving Scheme Members (and others) in respect of,

or arising out of, a number of agricultural and forestry

managed investment schemes managed by GSMAL.

K In addition, the Liquidators commenced the

Liquidators' Claims against the defendants referred to

therein, including the Directors.

L On 23 July 2014, the Settlement Parties (including

GSMAL, GSF, the Defendants and the Lead

Plaintiffs) executed the Deed of Settlement to resolve

the entirety of their disputes (save for certain claims,

including the Liquidators' Claims), on the terms and

conditions set out in the Deed of Settlement.

M The Deed of Settlement was subject to and conditional

upon the following conditions precedent being

satisfied (each of which has now been satisfied):

(i) The Court making an order pursuant to

section 33ZF of the Supreme Court Act 1986

(Vic) nunc pro tunc (i.e. retrospectively) to

the effect that the Lead Plaintiffs have the

authority of the Group Members to enter into

and give effect to the Deed of Settlement and

the transactions contemplated thereby for and

on behalf of the Group Members.

(ii) The Court making an order pursuant to

section 477(2A) and/or section 477(2B) of

the Act approving nunc pro tunc the entry

into of the Deed of Settlement by the

Liquidators.

(iii) The Court making an order pursuant to

section 33V(1) of the Supreme Court Act

1986 (Vic) approving the settlement of the

Group Proceedings on the terms and

conditions contained in the Deed of

Settlement.

N Further, insofar as it relates to PDS Claims involving

DBS/DBS/3089794/975018/AUM/1211844873.1 4

the Great Southern Companies (including GSMAL

and GSF), the Directors and their Related Persons, the

Non-Executive Directors and their Related Persons,

the Insurers, Related Entities of GSMAL or Related

Persons of Related Entities of GSMAL, the Deed of

Settlement was subject to and conditional upon the

following additional conditions precedent being

satisfied:

(i) The Liquidators receiving such other

approvals as they consider necessary under

section 477 of the Act and directions under

section 479(3) of the Act (this condition has

now been satisfied).

(ii) The Court approving a scheme of

arrangement on terms which contain the key

features described in clause 3 of the Deed of

Settlement or such other terms as are agreed

by the parties to the Deed of Settlement

(other than the BEN Parties and Javelin).

O The Liquidators are required, under the terms of the

Deed of Settlement, to propose the Scheme to the

Scheme Creditors, pursuant to Part 5.1 of the Act.

P The Deed of Settlement provides that, subject to

Settlement Approval being obtained and the Scheme

becoming effective, the Insurers of GSMAL will:

(i) pay the M+K Trust Account Payment to

M+K Lawyers, to be disbursed by M+K

Lawyers in accordance with clause 6.1.1.1 of

the Deed of Settlement;

(ii) pay the Scheme Creditors' Pool to the

Scheme Administrators, to be distributed by

the Scheme Administrators to the Scheme

Creditors on a pro rata basis; and

(iii) agree on and pay to the Scheme

Administrators, the Scheme Costs Pool.

Q By the Scheme Costs Deed, the Insurers of GSMAL

and the Liquidators have agreed that the Scheme

Costs Pool will be the sum of $7,000,000. The

Insurers of GSMAL have paid that sum to the

Liquidators to be held on account of the Scheme

Costs. The Insurers of GSMAL and the Liquidators

have also agreed that any remainder of the Scheme

Costs Pool, together with the interest accrued on the

Scheme Costs Pool, will be repaid by the Scheme

Administrators to the Insurers of GSMAL.

DBS/DBS/3089794/975018/AUM/1211844873.1 5

R Subsequent to the Deed of Settlement being entered

into, the Honourable Justice Croft determined (in the

Great Southern Reasons (published as an annexure to

the s33V Approval Decision) that the Group

Proceedings and the M+K Counterclaim Proceedings

would fail.

S On 20 April 2015, the Liquidators' Claims were

settled. The settlement was approved, and directions

given, pursuant to sections 477 and 511 of the Act, by

the Supreme Court of Western Australia on 12 May

2015. Settlement of the Liquidators' Claims is not

affected by the Scheme.

_________________________________________________________________________

1. DEFINITIONS AND INTERPRETATION

Definitions

1.1 The following definitions apply to this Scheme:

"Act" means the Corporations Act 2001 (Cth);

"ASIC" means the Australian Securities & Investments Commission;

"BEN Parties" means Bendigo and Adelaide Bank Limited ACN 068 049 178 of The

Bendigo Centre, Bendigo VIC 3550 and the other companies listed in Schedule 2 to the Deed

of Settlement;

"Business Day" means a day (other than a Saturday, Sunday or public holiday) on which

banks are open for general banking business in the place where an act is to be performed or a

payment is to be made;

"Butlin" means Phillip Charles Butlin;

"Commencement Date" means the date on which an office copy of the order of the Court

approving the Scheme under section 411(4)(b) of the Act is lodged with ASIC, subject to

payment being made by the Insurers of GSMAL in accordance with clause 3.1.4 of the

Scheme;

"Contribution Proceedings" means any claims for contribution which have been made

between the defendant Parties or third Parties in the Proceedings;

"Court" means the Supreme Court of Victoria;

"Deed of Settlement" means the deed of settlement entered into on 23 July 2014 and

included as Schedule 1 to this Scheme; (The Deed of Settlement is not attached to this

Scheme, but can be accessed by visiting the Ferrier Hodgson Website, accessing the

electronic version of the Explanatory Statement and clicking on the following link:

DBS/DBS/3089794/975018/AUM/1211844873.1 6

[Hyperlink]. Further, a copy of the Deed of Settlement will also be lodged with ASIC at the

time of lodging this Scheme.)

"Defendants" means GSMAL, GSF, the Directors, the BEN Parties and Javelin;

"Directors" means each of Young, Rhodes and Butlin;

"Ferrier Hodgson Website" means the Liquidators'/Scheme Administrators' website at

http://www.ferrierhodgson.com/au/administrations/great-southern-managers-australia-ltd--

scheme-of-arrangement;

"Great Southern Companies" means each of the companies listed in Schedule 3 to the

Deed of Settlement;

"Great Southern Reasons" means the Honourable Justice Croft's reasons in respect of the

Group Proceedings and the M+K Counterclaim Proceedings, annexed to the s33V Approval

Decision;

"Group Members" means each person or entity falling within the definition of a group

member in any one or more of the Group Proceedings and who has not opted out of the Group

Proceeding or Group Proceedings;

"Group Proceedings" means Supreme Court of Victoria Proceeding Nos SCI 2011 03616,

SCI 2011 03431, SCI 2010 02882, SCI 2011 05062, SCI 2011 05049, SCI 2011 04862, SCI

2011 04916, SCI 2011 04476, SCI 2011 04001, SCI 2011 04135, SCI 2011 04071, SCI 2011

04207, SCI 2011 03513, SCI 2011 03992, SCI 2011 03390 and SCI 2011 03614;

"GSF" means Great Southern Finance Pty Ltd (in Liquidation) ACN 009 235 143 of c/-

Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth in the State of Western Australia;

"GSMAL" means Great Southern Managers Australia Limited (in Liquidation) ACN 083

825 405 of c/- Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth in the State of

Western Australia;

"GSL" means Great Southern Limited (in Liquidation) ACN 052 046 536 of c/- Ferrier

Hodgson, Level 28, 108 St Georges Terrace, Perth in the State of Western Australia;

"GSS" means Great Southern Securities Pty Ltd (in Liquidation) ACN 009 283 621 of c/-

Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth in the State of Western Australia;

"GST" means goods and services tax levied under the GST Act;

"GST Act" means A New Tax System (Goods and Services Tax) Act 1999 (Cth);

"Insurers" means each of Chubb Insurance Company of Australia Limited ACN 003 710

647, Liberty Mutual Insurance Company t/as Liberty Insurance Underwriters ARBN 086 083

605, Allianz Australia Insurance Limited ACN 000 122 850, AIG Australia Limited ACN 004

727 753, DUAL Australia Pty Limited ACN 107 553 257, AXIS Speciality Europe Public

Limited Company t/as Axis Speciality Australia ARBN 131 203 122, QBE Insurance

DBS/DBS/3089794/975018/AUM/1211844873.1 7

(Australia) Limited ACN 003 191 035, Wesfarmers General Insurance Limited ACN 000 036

279;

"Insurers of GSMAL" means each of the Insurers other than QBE Insurance (Australia)

Limited (ACN 003 191 035);

"Investments" means any investment by a Scheme Member in any managed investment

scheme in or post 1998 of which GSMAL is or was the responsible entity;

"Javelin" means Javelin Asset Management Pty Ltd ACN 136 367 194 of 73 Palmerston

Street, Mosman Park in the State of Western Australia;

"Lead Plaintiffs" means Peter Clarke in his capacity as trustee for the Clarke Family Trust,

Samantha Barbara Murray, Raymond Carl Drummond, Laurence David Hogan, Mohetishwar

Vijendra Prasad, Janet Micallef, Jaclyne Edwina Fisher and Glenn Ford;

"Liquidators" means Andrew John Saker (up until his retirement on 13 June 2014 for

GSMAL and on 1 September 2014 for all other Great Southern Companies), Darren Gordon

Weaver (up until his retirement on 7 December 2015 for the Great Southern Companies

(other than GSMAL, GSL, GSF and Great Southern Pine Pty Ltd) and on 18 December 2015

for GSMAL, GSL, GSF and Great Southern Pine Pty Ltd), Martin Bruce Jones and James

Henry Stewart, as joint and several liquidators of the Great Southern Companies;

"Liquidators' Claims" means any claim, demand, action, suit or proceeding for damages,

debt, restitution, equitable compensation, account, injunctive relief, specific performance or

any other remedy, whether by original claim, cross-claim, claim for contribution or otherwise

whether presently known or unknown and whether arising at common law, in equity, under

statute or otherwise, able to be pursued by the plaintiffs in the following Supreme Court of

Western Australia Proceedings CIV 1549 of 2011, CIV 2611 of 2012, CIV 2634 of 2012,

CIV 2635 of 2012 and CIV 2913 of 2013 and any other proceedings commenced by the

Liquidators and/or the Great Southern Companies against third parties;

"Loan Agreements" means the loan agreements under which monies were advanced to

Scheme Members to finance their interest in managed investment schemes of which GSMAL,

and (in the case of the Great Southern 2008 Future Forestry Investment Scheme) GSMAL and

Rural Funds Management Limited ACN 077 492 838 (formerly Great Southern Funds

Management Limited), is or was the responsible entity;

"Mews" means Jeffrey Arthur Sydney Mews;

"M+K Clients" means the persons referred to in Schedule 4 to the Deed of Settlement;

"M+K Counterclaim Claimants" means each of the plaintiffs by counterclaim in the M+K

Counterclaim Proceedings;

"M+K Counterclaim Proceedings" means each of the proceedings listed in Schedule 1 to

the Deed of Settlement;

DBS/DBS/3089794/975018/AUM/1211844873.1 8

"M+K Trust Account Payment" means the sum of $20,250,000 payable by Insurers of

GSMAL to the M+K Trust Account pursuant to clause 6.1.1.1 of the Deed of Settlement;

"Non-Executive Directors" means Mews and Patrikeos;

"Other Claims" means, in respect of Scheme Creditors, any claim, demand, action, suit or

proceeding for damages, debt, restitution, equitable compensation, account, injunctive relief,

specific performance, declaratory relief or any other remedy, whether by original claim,

cross-claim, claim for contribution or otherwise whether presently known or unknown and

whether arising at common law, in equity, under statute or otherwise and whether involving a

third party or party to the Deed of Settlement and all liabilities, losses, damages, costs

(including legal costs on a full indemnity basis), interest, fees, and penalties of whatever

description (whether actual, contingent or prospective), other than a PDS Claim.

"Party" means a party to one or more of the Proceedings and "Parties" means all of them;

"Patrikeos" means Peter John Patrikeos;

"PDS" means a Product Disclosure Statement issued by GSMAL and, in the case of the

Great Southern 2008 Future Forestry Investment Scheme, includes the Product Disclosure

Statement issued by GSMAL and Rural Funds Management Limited (formerly Great

Southern Funds Management Limited);

"PDS Claim" means any claim, demand, action, suit or proceeding for damages, debt,

restitution, equitable compensation, account, injunctive relief, specific performance,

declaratory relief or any other remedy, whether by original claim, cross-claim, claim for

contribution or otherwise whether presently known or unknown and whether arising at

common law, in equity, under statute or otherwise and whether involving a third party or

party to the Deed of Settlement and all liabilities, losses, damages, costs (including legal costs

on a full indemnity basis), interest, fees, and penalties of whatever description (whether

actual, contingent or prospective) arising out of, or in connection with, the contents of or the

facts giving rise to, the PDSs, the Loan Agreements and/or the allegations made in or the facts

giving rise to each of the Proceedings;

"Privilege Proceedings" means Supreme Court of Victoria Proceeding Nos SCI 2012 02658

and APCI 2012 0153;

"Proceedings" means the Group Proceedings, the Contribution Proceedings, the M+K

Counterclaim Proceedings, the Privilege Proceedings, the Uplifted Proceedings and the

Section 6 Proceedings;

"Regulations" means the Corporations Regulations 2001 (Cth);

"Related Bodies Corporate" has the meaning given to that expression in section 50 of the

Act;

"Related Entities" includes all of an entity's current or former directors, officers, employees

and/or agents, all of an entity's Related Bodies Corporate and all current or former directors,

DBS/DBS/3089794/975018/AUM/1211844873.1 9

officers, employees and/or agents of an entity's Related Bodies Corporate. For the avoidance

of doubt, the "Related Entities" of GSMAL includes each Insured as defined in the

Department of Financial Institutions Alpha Policy No: 93255855/93255857 for the Policy

Period 30 September 2008 to 30 September 2009 between Chubb Insurance Company of

Australia Limited, Liberty Mutual Insurance Company and GSL;

"Related Person" includes a spouse or de facto spouse, child, parent or other relative of an

individual and any company, partnership, joint venture, association, trust, corporation or other

body corporate controlled by or associated with that individual;

"Rhodes" means Cameron Arthur Rhodes;

"Scheduled Rates" means the rates set out in Schedule 2 to this Scheme;

"Scheme" or "Scheme of Arrangement" means the scheme of arrangement constituted by

this document;

"Scheme Administrators" means Martin Bruce Jones and James Henry Stewart as scheme

administrators of this Scheme and it includes such other persons appointed to replace the

proposed Scheme Administrators;

"Scheme Administrator's Deed Poll" means the deed poll executed by each of the Scheme

Administrators in the form set out in Schedule 4 to this Scheme;

"Scheme Costs" means the Liquidators' and Scheme Administrators' reasonable

remuneration, costs and out of pocket expenses incurred in direct relation to proposing,

promoting, implementing and administering this Scheme;

"Scheme Costs Deed" means the deed of settlement and release entered into by the Insurers

of GSMAL and the Liquidators on or about 4 July 2014;

"Scheme Costs Pool" means the sum contributed by the Insurers of GSMAL to meet the

Scheme Costs;

"Scheme Creditors" means persons who:

(a) made Investments; and

(b) have a PDS Claim which relates to or arises out of any product disclosure statement

issued by GSMAL (and, in the case of the Great Southern 2008 Forestry Investment

Scheme, the product disclosure statement issued by GSMAL and Rural Funds

Management Limited (formerly Great Southern Funds Management Limited)),

including, but not limited to, the issue of any such product disclosure statements or in

any statements in or omissions from such product disclosure statements;

"Scheme Creditors' Pool" means the sum of $3,550,000 to be contributed by the Insurers of

GSMAL to be distributed by the Scheme Administrators to the Scheme Creditors;

DBS/DBS/3089794/975018/AUM/1211844873.1 10

"Scheme Meeting" means the meeting or meetings ordered by the Court to be convened

under section 411(1) of the Act in relation to this Scheme;

"Scheme Members" means the members who invested in any managed investment scheme

in or post 1998 of which GSMAL is or was the responsible entity, including former scheme

members;

"Scheme Period" means the period commencing on the Commencement Date and ending on

the date set out in clause 10.2 of this Scheme;

"Section 6 Proceedings" means Supreme Court of New South Wales Court of Appeal

Proceedings No. 2013/31425, High Court of Australia Proceeding No S188 of 2013 and High

Court of Australia Proceeding No S189 of 2013;

"Settlement Approval" means the Supreme Court of Victoria approving the settlement of

the Group Proceedings pursuant to section 33V(1) of the Supreme Court Act 1986 (Vic) on

the terms contained in the Deed of Settlement;

"Settlement Parties" means the parties to the Deed of Settlement;

"s33V Approval Decision" means the decision delivered by Justice Croft on 11 December

2014 in respect of the application for Settlement Approval, [2014] VSC 516;

"Uplifted Proceedings" means each of the proceedings listed in Schedule 5 to the Deed of

Settlement; and

"Young" means John Carlton Young.

Rules of interpretation

1.2 The headings in this document are for convenience only. They do not affect the interpretation

of this Scheme.

1.3 The following rules also apply in interpreting this Scheme, except where the context makes it

clear that a rule is not intended to apply:

1.3.1 a reference to:

1.3.1.1 a legislative provision or legislation (including subordinate

legislation) is to that provision or legislation as amended, re-enacted

or replaced, and includes any subordinate legislation issued under it;

1.3.1.2 a document (including this Scheme) or agreement, or a provision of a

document (including this Scheme) or agreement, is to that document,

agreement or provision as amended, supplemented, replaced or

novated;

DBS/DBS/3089794/975018/AUM/1211844873.1 11

1.3.1.3 a person includes any type of entity or body of persons, whether or

not it is incorporated or has a separate legal identity, and any

executor, administrator or successor in law of the person; and

1.3.1.4 anything (including a right, obligation or concept) includes each part

of it;

1.3.2 a singular word includes the plural, and vice versa;

1.3.3 a word which suggests one gender includes the other genders;

1.3.4 if a word or phrase is defined, any other grammatical form of that word or phrase

has a corresponding meaning;

1.3.5 all references to time are references to time in Melbourne Victoriaunless

otherwise indicated;

1.3.6 if an example is given of anything (including a right, obligation or concept), such

as by saying it includes something else, the example does not limit the scope of

that thing;

1.3.7 the words "associate", "entity", "officer", "relevant interest" and "subsidiary"

have the same meaning as in section 9 of the Act;

1.3.8 the words "related body corporate" have the same meaning as in section 50 of the

Act;

1.3.9 the word "agreement" includes an undertaking or other binding arrangement or

understanding, whether or not in writing;

1.3.10 where the day on or by which any thing is to occur or be done is not a Business

Day, that thing must be done on or by the next Business Day; and

1.3.11 a reference to $ or dollar is to Australian currency.

2. COMMENCEMENT OF SCHEME

2.1 This Scheme will commence on the Commencement Date.

3. SCHEME TO BE APPROVED AND MONIES PAID

3.1 This Scheme will only proceed and be implemented upon:

3.1.1 approval of the Scheme by the requisite majorities of Scheme Creditors at the

Scheme Meeting;

3.1.2 approval of the Scheme, with or without modification (provided that any such

modification does not derogate from the key features of the Scheme set out in

DBS/DBS/3089794/975018/AUM/1211844873.1 12

clause 3.1 of the Deed of Settlement), by the Court under section 411(4)(b) of the

Act;

3.1.3 lodgement with ASIC of a sealed copy of the order of Court; and

3.1.4 payment by the Insurers of GSMAL of:

3.1.4.1 the Scheme Costs Pool to the Scheme Administrators; and

3.1.4.2 the M+K Trust Account Payment to M+K Lawyers,

by no later than 5 (five) Business Days after lodgement with ASIC of a sealed

copy of the order of Court.

4. THE SCHEME

Application

4.1 This Scheme applies to all Scheme Creditors in respect of any and all PDS Claims the

Scheme Creditors have or may have or have had against GSMAL and the following third

parties:

4.1.1 Related Entities of GSMAL (including GSF, GSS and current and former

directors of GSMAL and GSMAL's Related Bodies Corporate);

4.1.2 Related Persons of Related Entities of GSMAL;

4.1.3 Directors and their Related Persons;

4.1.4 Non-Executive Directors and their Related Persons; and

4.1.5 each of the Insurers.

Scheme Creditors' Pool

4.2 The Insurers of GSMAL will contribute the sum of $3,550,000, and this will constitute the

Scheme Creditors' Pool to be distributed by the Scheme Administrators to the Scheme

Creditors on a pro rata basis.

Entitlement to dividends

4.3 Under this Scheme, each Scheme Creditor will receive, by way of a dividend, a share of the

Scheme Creditors' Pool calculated pro rata by reference to:

4.3.1 the total face value of the amounts invested by each Scheme Creditor in the

relevant GSMAL managed investment schemes (which amounts do not include

GST or borrowing costs), as recorded in the relevant scheme registers as at 16

May 2009; and

4.3.2 any other amounts accepted by the Scheme Administrators pursuant to clause 4.4

below.

DBS/DBS/3089794/975018/AUM/1211844873.1 13

4.4 If a Scheme Creditor's investment is not recorded in the relevant scheme registers as at 16

May 2009 for any reason whatsoever, including the expiry of a lease, the Scheme Creditor

will not be entitled to a receive pro rata dividend from the Scheme Creditors' Pool, unless

within 21 days after the Scheme Administrators issue a notice of intention to declare a

dividend, the Scheme Creditor provides to the Scheme Administrators satisfactory evidence

of the face value of the Scheme Creditor's investment, and the Scheme Administrators admit

the face value of the investment.

4.5 If a Scheme Creditor's investment is not recorded in the relevant scheme registers as at 16

May 2009 and the Scheme Creditor does not provide to the Scheme Administrators

satisfactory evidence of the Scheme Creditor's investment within the timeframe stipulated in

clause 4.4 above, the Scheme Creditor will be excluded from participating in the distribution

to which the Scheme Administrators' notice relates, and the Scheme Creditor irrevocably

waives any and all rights and entitlements to receive the pro rata dividend.

4.6 Scheme Creditors whose investments are recorded in the scheme registers as at 16 May 2009,

or whose investments are accepted by the Scheme Administrators in accordance with clause

4.4 above, need not do anything further (including filing a proof of debt) to establish their

entitlement to receive a pro rata dividend from the Scheme Creditors' Pool.

4.7 Notwithstanding clause 4.4, if a Scheme Creditor transferred the Scheme Creditor's interest in

any GSMAL managed investment scheme to a nominee or third party after 16 May 2009, the

Scheme Creditor must, within 7 days of the Scheme becoming effective, issue a notice in

writing to the Scheme Administrators to request that payment of any dividends be made to the

Scheme Creditor and not the nominee or third party. If the Scheme Creditor does not issue

such a notice, the Scheme Administrators may, in their absolute discretion, make payment of

that Scheme Creditor's entitlement to the Scheme Creditor, nominee or third party in full and

final satisfaction and discharge of the Scheme Creditor's entitlement under the Scheme.

Payment of dividends

4.8 Payments of dividends to Scheme Creditors may be made, in the absolute discretion of the

Scheme Administrators:

4.8.1 by cheque in favour of the Scheme Creditor or the nominee or third party to

whom the Scheme Creditor has transferred its interest as referred to in clause 4.7

above (as may be applicable), and sent through the post at the risk of the Scheme

Creditor to the last known address of the Scheme Creditor, nominee or third

party, or to such other address as such Scheme Creditor, nominee or third party

may from time to time notify in writing to GSMAL or the Scheme

Administrators;

4.8.2 by electronic funds transfer to such bank account as the Scheme Creditor,

nominee or third party concerned may from time to time notify in writing to

GSMAL or the Scheme Administrators; or

4.8.3 in such other manner as the Scheme Administrators may from time to time

determine.

DBS/DBS/3089794/975018/AUM/1211844873.1 14

4.9 Payment under or pursuant to the Scheme will be deemed to have been made on the day that

the cheque is posted or the electronic funds transfer is made by the Scheme Administrators to

the nominated account of the Scheme Creditor, nominee or third party, as the case may be.

Payment of any such cheque by the banker on whom it is drawn will be satisfaction of the

monies in respect of which it was drawn, and receipt of the amount of such electronic funds

transfer into such account will be satisfaction of the monies in respect of which it was paid.

Unclaimed dividends

4.10 Payment of dividends pursuant to clauses 4.8 and 4.9 above must be debited against the bank

account of GSMAL which will be established to hold the Scheme Creditors' Pool, by no later

than 6 months after the Scheme Administrators declaring the dividend.

4.11 If there remain monies in the Scheme Creditors' Pool that are unclaimed for any reason

whatsoever beyond the period stipulated in clause 4.10, (including but not limited to cheques

sent to Scheme Creditors not being debited by that time, cheques being returned to the

Scheme Administrators and the Scheme Administrators not being able to locate the Scheme

Creditors), the Scheme Administrators will pay the remainder of the monies to ASIC in

accordance with section 544 of the Act. Upon the Scheme Administrators paying the

remainder of the monies to ASIC, the Scheme Administrators will cease to have any liability

in respect of those monies.

5. RELEASE BY SCHEME CREDITORS

Release

5.1 Subject to clause 3 above, each Scheme Creditor releases GSMAL and the following third

parties from all PDS Claims:

5.1.1 Related Entities of GSMAL (including GSF, GSS and current and former

directors of GSMAL and GSMAL's Related Bodies Corporate);

5.1.2 Related Persons of Related Entities of GSMAL;

5.1.3 Directors and their Related Persons;

5.1.4 Non-Executive Directors and their Related Persons; and

5.1.5 each of the Insurers.

5.2 In the event that the Scheme does not proceed and is not implemented, the releases by the

Scheme Creditors in favour of the parties identified at clause 5.1 above will not take effect.

Bar

5.3 Subject to clause 3 above, on and from the Commencement Date, each of the parties

identified under clause 5.1 above may plead this clause in bar against any PDS Claim

(including for costs) brought by any Scheme Creditor or any person who claims through the

Scheme Creditor.

DBS/DBS/3089794/975018/AUM/1211844873.1 15

Covenant

5.4 Subject to clause 3 above, on and from the Commencement Date, each Scheme Creditor

irrevocably covenants that it will not bring or pursue, or procure a third party to bring or

pursue, a PDS Claim against any of the parties identified in clause 5.1 above in respect of any

matter which is the subject of the release in that clause.

Authority

5.5 Subject to clause 3 above, on and from the Commencement Date, each Scheme Creditor

irrevocably authorises each of the Liquidators to consent to, and take any other step necessary

to obtain, orders of the Court discontinuing, staying, dismissing or otherwise disposing of the

Proceedings on the basis that there be no order as to costs or that each party bears its own

costs, as set out in clauses 6.1.12, 6.1.13, 6.1.14, 6.1.16 and 6.1.17 of the Deed of Settlement.

5.6 The Liquidators may rely on clauses 5.1, 5.3 and 5.4 above in order to defend any PDS Claim

and prevent the continuation of any of the Proceedings.

5.7 For the avoidance of doubt, the rights under clause 5.5 above are in addition to any other

rights the Liquidators may have to effect a stay or dismissal or to otherwise dispose of the

Proceedings.

6. SCHEME ADMINISTRATORS' APPOINTMENT, ROLE, POWERS AND

REMUNERATION

Appointment

6.1 Provided each of Martin Bruce Jones and James Henry Stewart has, as at the Commencement

Date:

6.1.1 given and has not withdrawn his consent to act as a Scheme Administrator;

6.1.2 executed a Scheme Administrator's Deed Poll, in the form of the deed poll at

Schedule 4 to the Scheme, and delivered it to GSMAL,

they shall be the initial Scheme Administrators from the Commencement Date.

Role of Scheme Administrators

6.2 The Scheme Administrators must administer the Scheme in accordance with its terms.

6.3 The Scheme Administrators will have the powers and discretions conferred, and the duties,

obligations and responsibilities imposed, by the Scheme, the Act and the Regulations.

6.4 The Scheme Administrators may act jointly, severally or jointly and severally.

6.5 Without limiting the powers and discretions conferred on the Scheme Administrators by the

Scheme, the Act and the Regulations, for the duration of the Scheme Period, the Scheme

Administrators will:

DBS/DBS/3089794/975018/AUM/1211844873.1 16

6.5.1 have the power to give effect to and enforce the terms of the Scheme;

6.5.2 engage solicitors and consultants on such terms as the Scheme Administrators, in

their absolute discretion, decide;

6.5.3 have the power to appoint an agent or delegate to carry out any act which the

Scheme Administrators, in their absolute discretion, consider would be done

more effectively or efficiently by an agent or delegate, provided always that the

Scheme Administrators will remain liable for the acts or omissions of any agent

or delegate appointed by the Scheme Administrators;

6.5.4 have the power to do all things necessary, appropriate or incidental for

effectively, efficiently and properly carrying out the powers, duties and

responsibilities of the Scheme Administrators (including taking any legal action);

6.5.5 have the power to do anything that is necessary, appropriate or convenient for

giving effect to the Scheme; and

6.5.6 have the power to apply or to cause or procure GSMAL to apply to the Court in

relation to any matter arising in relation to or arising out of the implementation of

the Scheme (including, but not limited to, the exercise of the Scheme

Administrators' powers and discretions, and the discharge of the Scheme

Administrators duties, obligations and responsibilities) and for directions about

any such matter.

6.6 In exercising the powers conferred by the Scheme or the Act and in undertaking the duties

and functions provided for in the Scheme or the Act, the Scheme Administrators:

6.6.1 act, and are taken to act, as agents for and on behalf of GSMAL; and

6.6.2 do not act as, and do not have any of the duties owed by, a trustee.

Specific powers

6.7 Subject to clause 3 above, on and from the Commencement Date, the Scheme Creditors

irrevocably authorise the Scheme Administrators to execute, on behalf of the Scheme

Creditors, a deed of release of all PDS Claims in favour of the parties identified in clause 5.1

above, in the form of Schedule 3 to the Scheme.

6.8 The authority granted under clause 6.7 above includes the authority to bar, waive, release,

extinguish and covenant not to sue in respect of all PDS Claims in favour of the persons and

entities identified in clause 5.1 above.

Power of Attorney

6.9 The Scheme Creditors unconditionally and irrevocably appoint the Scheme Administrators as

their attorney, with the power to do anything which, in the Scheme Administrators' opinion, is

necessary, appropriate or expedient to give effect to the Scheme, including, but not limited to,

DBS/DBS/3089794/975018/AUM/1211844873.1 17

executing, on behalf of the Scheme Creditors, a deed of release of all PDS Claims in favour of

the parties identified in clause 5.1 above.

Limitation of Scheme Administrators' liability

6.10 In the exercise or performance, or purported exercise or performance, of any of the Scheme

Administrators' functions, powers or duties under this Scheme or the Act or otherwise, the

Scheme Administrators will not be personally liable to any Scheme Creditor for:

6.10.1 any actual, contingent or prospective liability incurred, directly or indirectly, by

any Scheme Creditor; or

6.10.2 any loss or damage caused to or suffered by, directly or indirectly, any Scheme

Creditor,

in consequence of any act, omission, negligence or default of the Scheme Administrators or

any person or entity acting or purporting to act on behalf of the Scheme Administrators,

except for any liability incurred or loss or damage suffered as a consequence of the gross

negligence, dishonesty or wilful default of the Scheme Administrators.

7. COSTS OF ADMINISTERING SCHEME

Scheme costs

7.1 The Scheme Costs will be paid from the Scheme Costs Pool.

7.2 In no circumstances will the Scheme Costs, including the Scheme Administrators' costs, fees

and disbursements in respect of the Scheme, be paid from the Scheme Creditors' Pool.

Scheme Administrators' remuneration

7.3 The Scheme Administrators are entitled to be remunerated at the usual rates charged from

time to time by Ferrier Hodgson in respect of any work done by the Scheme Administrators,

and any partner or employee of the Scheme Administrators, in respect of:

7.3.1 the exercise of their powers and discretions under the Scheme, the Act and the

Regulations; and

7.3.2 the performance of their duties, obligations and responsibilities under the

Scheme, the Act and the Regulations.

7.4 As at the Commencement Date, the Scheduled Rates are the usual rates charged by Ferrier

Hodgson.

7.5 The Scheme Administrators' remuneration in respect of the Scheme will form part of the

Scheme Costs and, accordingly, be paid from the Scheme Costs Pool in accordance with the

terms of the Scheme Costs Deed.

7.6 In no circumstances will the Scheme Administrators' remuneration be paid from the Scheme

Creditors' Pool.

DBS/DBS/3089794/975018/AUM/1211844873.1 18

8. CESSATION OF SCHEME ADMINISTRATORS

Resignation

8.1 A Scheme Administrator may resign from office as scheme administrator by notice in writing

to the Scheme Creditors published on the Ferrier Hodgson Website.

8.2 Any resignation by a sole remaining Scheme Administrator will only take effect upon, and is

subject to, the appointment of one or more persons to replace the resigning Scheme

Administrator in accordance with clauses 8.3 to 8.5 below.

Appointment of new Scheme Administrator

8.3 A new person may be appointed to replace the resigning Scheme Administrator.

8.4 Any such appointment of a new person must be effected by way of an ordinary resolution of

the Scheme Creditors at a meeting convened pursuant to clause 9 below.

8.5 No person will be appointed as a Scheme Administrator until such person:

8.5.1 covenants for the benefit of GSMAL and the Scheme Creditors to carry out the

duties and obligations of the Scheme Administrators under the Scheme; and

8.5.2 executes a Scheme Administrator's Deed Poll in the form of Schedule 4 to the

Scheme and delivers the deed poll to GSMAL.

Death or incapacity

8.6 If any Scheme Administrator dies or becomes unable to act, the Scheme Creditors may

appoint a new person to replace that Scheme Administrator.

8.7 Any such appointment of a new person must be effected by way of an ordinary resolution of

the Scheme Creditors at a meeting convened pursuant to clause 9 below.

8.8 No person will be appointed as a Scheme Administrator until such person:

8.8.1 covenants for the benefit of GSMAL and the Scheme Creditors to carry out the

duties and obligations of the Scheme Administrators under the Scheme; and

8.8.2 executes a Scheme Administrator's Deed Poll in the form of Schedule 4 to the

Scheme and delivers the deed poll to GSMAL.

9. MEETINGS OF SCHEME CREDITORS

Voting entitlement

9.1 Each Scheme Creditor will be entitled to vote in meetings of Scheme Creditors in the manner

set out below:

DBS/DBS/3089794/975018/AUM/1211844873.1 19

9.1.1 Each Scheme Creditor may vote in person or by attorney or by a duly appointed

corporate representative (in the case of a corporation) or by proxy.

9.1.2 Each Scheme Creditor will have one vote.

9.1.3 The value of each Scheme Creditor's vote will be the total face value of the

amounts invested by each Scheme Creditor in the relevant GSMAL managed

investment schemes (which amounts exclude GST and borrowing costs):

9.1.3.1 as recorded in the relevant scheme registers as at 16 May 2009; or

9.1.3.2 as otherwise accepted by the Scheme Administrators.

Place of meetings

9.2 All meetings of Scheme Creditors will be held at such place or places as determined by the

Scheme Administrators and specified in accordance with clause 9.9.1 below.

Convening meetings

9.3 The Scheme Administrators may, at any time, convene a meeting of Scheme Creditors.

9.4 The Scheme Administrators must convene a meeting of Scheme Creditors if a meeting is

requested by not less than 10% in both the number of the Scheme Creditors and the total face

value of the amounts invested by Scheme Creditors.

9.5 A request under clause 9.4 must be in writing signed by the relevant Scheme Creditors or on

their behalf and deposited at the offices of the Scheme Administrators, and must specify the

purpose for which the meeting of the Scheme Creditors is required and the text of any

resolution to be proposed at the meeting.

9.6 Notice

9.7 Notice of a meeting of Scheme Creditors must be given to all Scheme Creditors in accordance

with regulation 5.6.12(2) of the Regulations, to their last known postal address or facsimile

number, by posting a notice on the Ferrier Hodgson Website or, where applicable, by email

sent to Scheme Creditors' email addresses.

9.8 At least 10 Business Days' notice must be given of a meeting of Scheme Creditors.

9.9 The notice of meeting must specify:

9.9.1 the place and time of the meeting; and

9.9.2 the purpose for which the meeting of the Scheme Creditors is required and the

text of any resolution to be proposed at the meeting.

9.10 No resolution may be proposed or passed at a meeting of Scheme Creditors unless the notice

of the meeting sets out the text of each resolution, or an adequate summary thereof.

DBS/DBS/3089794/975018/AUM/1211844873.1 20

9.11 Any accidental omission to give any notice of a meeting to a Scheme Creditor or the non-

receipt by any Scheme Creditor of a notice of meeting will not invalidate the meeting.

Chairperson

9.12 One of the Scheme Administrators will be the chairperson at the meeting of Scheme

Creditors.

Quorum

9.13 At any meeting of Scheme Creditors:

9.13.1 two Scheme Creditors present in person or by a proxy will form a quorum for the

transaction of business; and

9.13.2 no business will be transacted unless the requisite quorum is present at the

commencement of business.

Application of Regulations

9.14 Except to the extent that they are modified or inconsistent with the terms of the Scheme, the

Act and the Regulations applicable to creditors' meetings convened under Part 5.3A of the Act

apply, with such modifications as are necessary to meetings of Scheme Creditors under the

Scheme as if the references to the liquidator, provisional liquidator, chairman, trustee for

debenture holders, as the case may be, are references to the Scheme Administrators.

10. COMPLETION OF SCHEME

Date of completion

10.1 The Scheme will be completed and come to an end when:

10.1.1 the Scheme Creditors' Pool has been distributed or otherwise dealt with in

accordance with this Scheme; and

10.1.2 in the opinion of the Scheme Administrators, all things required to be done in

relation to the Scheme have been done; and

10.1.3 the Scheme Administrators have lodged the requisite notices with ASIC.

Notice of completion

10.2 As soon as practicable following the completion of the Scheme, the Scheme Administrators

will cause a notice to be published on the Ferrier Hodgson Website stating that the Scheme

has been completed and come to an end.

10.3 The notice will remain on the Ferrier Hodgson Website for a period of 6 months following its

original publication.

DBS/DBS/3089794/975018/AUM/1211844873.1 21

11. GENERAL

Relationship between parties

11.1 Except and to the extent the Scheme expressly states so, nothing in this Scheme creates or

otherwise gives rise to any relationship of trust, agency or partnership.

Severability

11.2 If any part of this Scheme is illegal or otherwise unenforceable, it may be severed from the

Scheme.

11.3 In the event of any part of the Scheme being severed, provided that any such severance does

not derogate from the key features of the Scheme set out in clause 3.1 of the Deed of

Settlement, the remainder of the Scheme continues to be in force.

Non-exhaustive rights

11.4 The rights, powers, and remedies in relation to or arising out of this Scheme are cumulative.

11.5 Nothing in this Scheme excludes any other right, power or remedy that may exist apart from

any right, power or remedy conferred by this Scheme.

Consent to further steps

11.6 The Scheme Creditors irrevocably consent to, and authorise, the Scheme Administrators to do

all things and take all steps necessary or incidental to the implementation of the Scheme.

Notices to GSMAL and Scheme Administrators

11.7 Any notice to be given to GSMAL or the Scheme Administrators in relation to this Scheme

must be given in writing.

11.8 Any such notice may be given by hand delivery, pre-paid post, facsimile transmission, email

or such other method determined by the Scheme Administrators from time to time:

11.8.1 Hand delivery or pre-paid post

Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth or such other address

as the Scheme Administrators may notify to the Scheme Creditors for the purpose

of this clause

11.8.2 Facsimile

(08) 9214 1400 (if dialled from Australia) or +61 8 9214 1400 (if dialled from

outside Australia)

11.8.3 Email

GSMALScheme@fh.com.au

DBS/DBS/3089794/975018/AUM/1211844873.1 22

Notices to Scheme Creditors

11.9 Any notice, document or written communication to be given to the Scheme Creditors

pursuant to this Scheme may be given:

11.9.1 in accordance with regulation 5.6.12(2) of the Regulations, to their last known

postal address, facsimile number or document exchange number (as applicable);

11.9.2 by email to their last known email address; or

11.9.3 by publishing the notice, document or written communication on the Ferrier

Hodgson Website,

as the Scheme Administrators, in their absolute discretion, decide.

11.10 Any such notice, document or written communication will be deemed to have been received

by each Scheme Creditor if:

11.10.1 sent to that postal address, facsimile number, document exchange number or

email address; or

11.10.2 published on the Ferrier Hodgson Website.

Receipt of Notice

11.11 Notice to the Scheme Creditors will be deemed to have been given:

11.11.1 by pre-paid post, on the second Business Day following the day on which it is

posted;

11.11.2 by hand delivery, on the date of delivery if delivered during business hours at the

place of delivery or, if not during business hours, the next Business Day;

11.11.3 by facsimile transmission, on the date of transmission if delivered during business

hours at the place the facsimile is sent to or, if not during business hours, the next

Business Day;

11.11.4 by email, on the date the email was sent if sent during business hours at the place

the email was sent or, if not during business hours, the next Business Day; and

11.11.5 by publication on the Ferrier Hodgson Website, on the date the notice was

published if published during business hours at the place of publication or, if not

during business hours, the next Business Day;

11.12 Notice to GSMAL or the Scheme Administrators will be given on the date the notice is

received by the Scheme Administrators (and will not be deemed to have been given sooner

than that date).

DBS/DBS/3089794/975018/AUM/1211844873.1 23

Governing law

11.13 The Scheme is governed by the laws of the State of Western Australia.

11.14 Each party submits to the exclusive jurisdiction of the courts exercising jurisdiction in the

State of Western Australia, and any court that may hear appeals from any of those courts, for

any proceedings in respect of this Scheme.

DBS/DBS/3089794/975018/AUM/1211844873.1 24

Schedule 1: Deed of Settlement

The Deed of Settlement is not attached, but can be accessed by visiting the Ferrier Hodgson

Website, accessing the electronic version of this Scheme document and clicking on the

following link: [Hyperlink].

DBS/DBS/3089794/975018/AUM/1211844873.1 25

Schedule 2: Ferrier Hodgson's Scheduled Rates

Position Rate per hour ($)

Partner $650

Executive Director $595

Director $575

Senior Manager $515

Manager $435

Assistant Manager $370

Senior Analyst $325

Analyst $290

Accountant $260

Junior Accountant $170

Senior Secretary $205

Computer Operator $145

Clerk $175

Typist $110

Office Assistant $110

DBS/DBS/3089794/975018/AUM/1211844873.1 26

Schedule 3: Deed Poll (see clause 6.7 of the Scheme)

DBS/DBS/3089794/975018/AUM/1211844873.1 27

Schedule 4: Scheme Administrator's Deed Poll (see clauses 8.5 and 8.8 of the Scheme)