unsecured convertible note agreement - paritech...

Unsecured Convertible Note Agreement

APA Financial Services Limited

Trustees Australia Limited as trustee for the Australian Dairy Farms Trust

Trustees Australia Limited as trustee for the Interim Facility Trust

AB:00065761-009 Page i

Table of Contents

1 DEFINED TERMS AND INTERPRETATION ..................................................... 3

2 ACKNOWLEDGEMENT .......................................................................... 6

3 CONVERTIBLE NOTE ........................................................................... 6

4 TRANSFER OF NOTES .......................................................................... 7

5 INTEREST ........................................................................................ 8

6 CONVERSION BY THE NOTEHOLDER ......................................................... 8

7 REORGANISATION EVENT .................................................................... 10

8 REDEMPTION BY THE GROUP ................................................................ 10

9 REPAYMENT ON THE REPAYMENT DATE .................................................... 11

10 REPRESENTATIONS AND WARRANTIES ...................................................... 11

11 INDEMNITY AND LIEN ......................................................................... 12

12 DEFAULT ....................................................................................... 13

13 REPLACEMENT OF CONVERTIBLE NOTE CERTIFICATES ................................... 14

14 GENERAL ....................................................................................... 14

AB:00065761-009 Page 1

Details

Date: 20 July 2014

Parties

Name APA Financial Services Limited

ABN 36 057 046 607

Short form name Company

Notice details Level 1, 41 Edward StreetBrisbane, QueenslandAttention: The Company SecretaryFacsimile: +61 7 3020 3080

Name Trustees Australia Limited as responsible entity for theAustralian Dairy Farms Trust

ABN 92 472 779 170

Short form name Trust


Name Trustees Australia Limited as trustee for the Interim FacilityTrust

ACN 600 103 553

Short form name Noteholder


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Background

A. The Noteholder has, at the request of the Group, provided finance to the Trust onthe terms of the Interim Funding.

B. As at 30 June 2014 the amount owing under the Interim Funding was$3,500,123.00.

C. The Group has agreed to repay the amount owing under Interim Funding (as at theCompletion Date) through, amongst other things, the issue of the Convertible Note.

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Agreed Terms

1 DEFINED TERMS AND INTERPRETATION

1.1 Defined terms

In this agreement:

ASIC means Australian Securities and Investments Commission.

ASX ASX Limited or the Australian Securities Exchange (as thecontext requires).

Business Day has the same meaning given in the Listing Rules or, where thereference relates to trading on ASX, the actual days on whichASX is open for such trading.

CBA Loan the secured limited recourse commercial finance facilityprovided by the Commonwealth Bank of Australia to the Trustdated on or about Completion.

Company means APA financial Services Limited (ABN 36 057 146 607) tobe renamed Australian Dairy Farms Limited.

Completion has the meaning given in the Listing Agreement.

CompletionDate

means the date Completion occurs under the Listing Agreement.

ConversionAmount

has the meaning given in clause 6.3(a).

ConversionDate

has the meaning given in clause 6.3(c).

ConversionNotice

means a notice given under clause 6.1 in the form set out inAnnexure A.

ConversionPrice

means for each Stapled Security, $0.20.

ConversionSecurities

has the meaning given in clause 6.3(b).

Convertible means the unsecured convertible notes created on the terms of

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Note and issued by the Group under this agreement.

ConvertibleNoteCertificate

means a convertible note certificate in the form set out inAnnexure B issued by the Group to the Noteholder under clause3.1, 6.4(c)(ii) or 13.

CorporationsAct

means the Corporations Act 2001 (Cth).

Events ofDefault

means any of the events referred to in clause 12.1 as an eventof default.

Group means the Company and the Trustee (in its capacity as trusteeof the Trust).

GST has the same meaning as in the A New Tax System (Goods andServices Tax) Act 1999.

Quarter means each period of three calendar months ending on 30 June,31 October, 31 December and 31 March each year.

InterestPayment Date

means:

(a) the last day of each Quarter after the Completion Date;

(b) if a Convertible Note is converted, the Conversion Date;or

(c) if a Convertible Note is redeemed, the RedemptionDate; or

(d) if a Convertible Note is repaid, the Repayment Date.

ListingAgreement

means the listing agreement between dated 28 February 2014between the Company, Trustees Australia, as responsible entityfor the Australian Dairy Farms Trust (previous known asAustralian Dairy Farms Trust) ABN 92 472 779 170, DFIManagement Pty Limited and Dairy Farm Investments(Brucknell) Limited (ARBN: 132 173 329) (as varied from time totime).

Listing Rules means Listing Rules of ASX as amended from time to time.

InterimFundingBalance

means all money owing by the Trust to the Noteholder atCompletion under the Interim Funding.

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InterimFunding

means the interim funding provided by the Noteholder astrustee of the Interim Facility Trust.

Interim FacilityTrust

means the DFIT Interim Facility Trust with Trustees AustraliaLimited as trustee.

PrincipalMoney

means the total amount owing under a Convertible Note plusany interest which has accrued under clause 5.1 but has notbeen paid.

RedemptionDate

means the date on which the Convertible Notes are redeemed inaccordance with clause 8.

RedemptionNotice

means a notice in the form set out in Annexure C.

RepaymentDate

means the date which is two years from the Completion Date,or such other date as the parties agree.

Share means a fully paid ordinary share in the capital of the Company.

StapledSecurity

means a stapled Share and Unit.

Trust means the Australian Dairy Farm Trust (ARSN 600 601 689).

Unit means a fully paid unit in the Trust.

1.2 Construction

Unless expressed to the contrary:

(a) if the date on or by which any act must be done under this agreement is nota Business Day, the act must be done on the next Business Day;

(b) words importing the singular include the plural and vice versa;

(c) if a word or phrase is defined cognate words and phrases havecorresponding definitions;

(d) a covenant, agreement, representation or warranty expressed or implied inwhich more persons than one covenant, agree represent or warrant willbind such persons and every two or more of them jointly and each of themseverally;

(e) a reference to:

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(i) a person includes its legal personal representatives, successors andassigns;

(ii) a right includes a benefit, remedy, discretion, authority or power;

(iii) an obligation includes a warranty or representation and a referenceto a failure to observe or perform an obligation includes a breach ofwarranty or representation;

(iv) this agreement includes all schedules and annexures referred to init;

(v) a party includes a reference to that party’s successors or personalrepresentatives (as the case may be) assigns and transferees;

(vi) the word ‘person’ includes a corporation;

(vii) words importing a masculine gender will include the feminine andneuter genders;

(viii) a statute includes all statutes amending or consolidating the statutesreferred to;

(ix) $ means Australian dollars; and

(x) time is a reference to time in Melbourne, Victoria.

1.3 Headings

Headings do not affect the interpretation of this agreement.

2 ACKNOWLEDGEMENT

The parties each acknowledge that, as at 30 June 2014, the Trust is indebted toInterim Facility Trust for $3,500,123.00.

3 CONVERTIBLE NOTE

3.1 Issue of Convertible Note

On the Completion Date the Group will issue the Convertible Notes to theNoteholder and deliver to the Noteholder the number of Convertible NoteCertificates calculated as follows:

NumberofConvertibleNotes =

10,000

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3.2 Convertible Note Unsecured

The Convertible Notes will be unsecured and any Noteholder will rank equally withall other unsecured creditors of the Group.

3.3 Voting Rights

The Convertible Notes will not provide for any voting rights at meetings of securityholders of the Group.

3.4 Listing of Convertible Note

The Group will not apply for the Convertible Notes to be quoted on the ASX.

4 TRANSFER OF NOTES

4.1 Transfer

Subject to the Corporations Act, a Convertible Note may be transferred:

(a) by written transfer instrument in any usual or common form or in any otherform approved by the Group;

(b) in circumstances that do not require disclosure under the Corporations Actor any other applicable law; and

(c) to a person or entity that has executed and delivered to the Group anundertaking to observe, perform and be bound by the terms of thisagreement.

4.2 Transfers must be executed

A written transfer instrument must be executed by the transferor, the transfereeand the Group.

4.3 Convertible Note Certificates

A written transfer instrument must be forwarded to the Group for registrationtogether with the Convertible Note Certificates for the Convertible Notes to betransferred.

4.4 Company must register transfer

Subject to compliance with any relevant statute relating to laws (including inrespect of tax), the Group must register the transfer and issue a new ConvertibleNote Certificate to the transferee for the number of Notes comprised in thetransfer and if applicable an amended or replacement Convertible Note Certificaterepresenting the balance of Convertible Notes held to the transferror.

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5 INTEREST

5.1 Interest Rate

(a) Each Convertible Note will bear interest at the rate of 2% above the ratepaid by the Group under the CBA Loan per annum, from the date of its issueuntil the date the Convertible Note is converted into Stapled Securities orrepaid in full in accordance with this agreement.

(b) Interest:

(i) accrues daily; and

(ii) subject to all applicable laws and the Listing Rules, will be paid bythe Group to the Noteholder in cash or Stapled Securities (at anissue price equal to the Conversion Price) at the Group’s election.

(c) The Group must pay interest in arrears:

(i) within five Business Days of the Interest Payment Date (other than aConversion Date, Redemption Date or Repayment Date); or

(ii) on the Conversion Date, Redemption Date or Repayment Date (as thecase may be).

6 CONVERSION BY THE NOTEHOLDER

6.1 Conversion into Stapled Securities

A Noteholder may convert the whole of a Convertible Note into Stapled Securitiesat the Conversion Price at any time on or before the Repayment Date by giving tothe Group a Conversion Notice and a Convertible Note Certificate (or such otherevidence of title as to ownership of the Convertible Note as is acceptable to thedirectors of the Group).

6.2 Number of Share on conversion

The number of Stapled Securities to be issued pursuant to a Conversion Notice, willsubject to clause 7, be calculated as follows:

NumberofStapledSecuritiestobeissued =

where:

A = the Principal Money of the total number of Notes the subject of therelevant Conversion Notice; and

B = the Conversion Price.

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If the calculation under this clause results in an entitlement to a number of StapledSecurities which includes a fraction of a Stapled Security, the fraction will berounded upwards.

6.3 Conversion Notice

The Conversion Notice will be in the form set out in Annexure A and will specify:

(a) the number of Notes the subject of the relevant Conversion Notice(Conversion Amount);

(b) the number of Stapled Securities to be issued under the conversion(Conversion Securities); and

(c) the date of the conversion, which must not be earlier than 7 days after thedate the Conversion Notice is delivered to the Group (Conversion Date).

6.4 Allotment and Issue of Stapled Securities

Upon receipt of a valid Conversion Notice the Group will within 5 Business Days:

(a) allot and issue to the Noteholder on the Conversion Date the ConversionSecurities and an uncertified holding statement for the ConversionSecurities (upon the occurrence of which, the Conversion Amount is deemedrepaid);

(b) subject to clause 6.4(c), apply for quotation on ASX of the ConversionSecurities issued to the Noteholder and do all things reasonably necessary toprocure quotation of the Conversion Securities; and

(c) either:

(i) to the extent that it is permitted to do so, issue a notice undersections 708A(5)(e) and 1012DA(5)(e) of the Corporations Act thatcomplies with the requirements of sections 708A(6) and 1012DA(6) ofthe Corporations Act including without limitation, section sections708A(6)(a) and 1012DA(6)(a); or

(ii) in the event the Group fails to comply with clause 6.4(c)(i), lodge aprospectus and product disclosure statement lodged under sections708A(11) and 1012DA(11) with ASIC as soon as reasonably practicableafter the following the issue of the Conversion Securities.

The Noteholder acknowledges that until a notice is given under sections 708A(5)(e)and 1012DA(5)(e) or a prospectus and product disclosure statement is lodged undersections 708A(11) and 1012DA(11), Stapled Securities issued on conversion mayonly, within 12 months of issue, be offered for sale in circumstances that do notrequire disclosure.

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6.5 Ranking of Stapled Securities

Stapled Securities issued to the Noteholder on conversion of the Convertible Notewill rank equally in all respects with all other Stapled Securities on issue from theallotment date and the Noteholder will be entitled to all dividends and otherdistributions given to holders of Stapled Securities, the record date or dates forwhich falls on or after the relevant Conversion Date.

7 REORGANISATION EVENT

If there is a reorganisation of the capital of the Group (including without limitationa consolidation, subdivision, reduction, pro rata bonus issue or return), eachConvertible Note and the Conversion Price will, subject to the Listing Rules, bereorganised in the same manner and way as the Stapled Securities, so that:

(a) the value of a Convertible Note is not adversely affected by thereconstruction;

(b) the Noteholder is not conferred with any additional benefits which are notalso conferred on the holders of Stapled Securities (subject to the sameprovisions with respect to rounding of entitlements as sanctioned by themeeting of holders of Stapled Securities approving the reconstruction ofcapital); and

(c) subject to clause 7(b), in all other respects the terms for the conversion ofa Convertible Note will remain unchanged.

8 REDEMPTION BY THE GROUP

8.1 Redemption by Group

The Group may redeem one or more Convertible Notes by serving a RedemptionNotice on the Noteholder a minimum of fifty Business Days’ notice prior to theRedemption Date stated in the Redemption Notice.

8.2 Right to convert

(a) A Noteholder may, in the event a Redemption Notice is served on it, withinforty Business Days of a Redemption Notice being served on the Noteholderserve a Conversion Notice on the Group.

(b) A Redemption Notice will lapse if a Conversion Notice is served under clause8.2(a).

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8.3 Redemption amount

Subject to clause 8.2, Convertible Notes the subject of redemption are redeemablefor an amount in cash equal to $10,000 for each Convertible Notes the subject of aRedemption Notice plus any interest accrued or payable, and the Group must payto the Noteholder this amount within 5 Business Days after the period under clause8.2(a) to serve a Conversion Notice expires.

9 REPAYMENT ON THE REPAYMENT DATE

If at 5.00pm on the Repayment Date, any Convertible Note has not been convertedinto Stapled Securities or repaid on full, then within 5 Business Days after theRepayment Date, the Group will pay to the Noteholder the Principal Amount.

10 REPRESENTATIONS AND WARRANTIES

10.1 Mutual representations and warranties

The parties represent and warrant to the other that subject to the terms of thisagreement:

(a) they have the power to enter into and perform its obligations under thisagreement;

(b) they have taken all necessary action to authorise the execution of thisagreement in accordance with its terms, and that execution does notrequire any consent or approval of any person which has not already beenobtained;

(c) this agreement constitutes legal, valid and binding obligations of the partyfully enforceable in accordance with its terms; and

(d) the execution, delivery and performance of the provisions by the party ofthis agreement does not and will not violate any treaty, law, regulation,Listing Rule, authorisation, judgment, ruling, order, consent or decree ofany government agency binding on the Group or the constitution of theCompany or the Trust.

10.2 Noteholder’s representations and warranties

The Noteholder represents and warrants to the Group that subject to the terms ofthis agreement:

(a) the Noteholder agrees to be bound by the constitutions of the Group uponthe issue of Stapled Securities to the Noteholder under or as a result of thisagreement;

AB:00065761-009 Page 12

(b) the Noteholder has conducted all due enquiries and investigations into theGroup and has obtained financial, business, tax and legal advice in respectof entering into this agreement, and has decided to enter into thisagreement based on its own enquiries and investigations and withoutreliance on any representations or information provided by the Group or itsofficers;

(c) neither this agreement nor the issue of Stapled Securities under or as aresult of it requires disclosure by reason of section 708(8) of theCorporations Act and because the Noteholder is not a retail client (asdefined in the Corporations Act);

(d) the Convertible Notes are issued without disclosure and may only be offeredfor sale in circumstances that do not require disclosure under theCorporations Act; and

(e) Stapled Securities subscribed for by the Noteholder under or as a result ofthis agreement are done so as principal and not for the purposes of sellingor transferring them or granting, issuing or transferring interests in oroptions or warrants over them to any other party or parties.

10.3 Survival

The representations and warranties referred to in clauses 10.1 and 10.2 survive thetermination of this agreement.

10.4 Reliance

The parties acknowledge that they have entered into this agreement in reliance onthe representations and warranties referred to in this clause 10.

11 INDEMNITY AND LIEN

(a) Where in consequence of:

(i) the death of a Noteholder;

(ii) the non-payment of any tax payable by a Noteholder;

(iii) the non-payment of any stamp or other duty by the legal personalrepresentatives of a Noteholder or his estate; or

(iv) any other act or thing in relation to a Note or a Noteholder;

any law for the time being of any country or place, in respect of thatConvertible Note, imposes or purports to impose any liability of any naturewhatever on the Group to make any payment to any governmentalauthority, the Group:

AB:00065761-009 Page 13

(v) is indemnified by the Noteholder and his legal personalrepresentatives for that liability and any money paid by the Group inrespect of that liability may be recovered by action from thatNoteholder or the Noteholder's legal personal representatives as adebt due to the Group; and

(vi) has a lien in respect of money on the Convertible Notes held by theNoteholder or his legal personal representatives.

(b) Nothing in this clause 11 prejudices or affects any right or remedy whichany law may confer or purport to confer on the Group.

12 DEFAULT

12.1 Default by the Group

Each of the events referred to in this clause 12 is an Event of Default, whether ornot the cause is beyond the control of the Group or of any other person:

(a) where the Noteholder is Trustees Australia, Trustees Australia is removed asresponsible entity of the Trust;

(b) a receiver, manager, receiver and manager, trustee, administrator,controller or similar officer is appointed in respect of the Group;

(c) a liquidator or provisional liquidator is appointed in respect of the Group;

(d) if the Group defaults in fully performing, observing and fulfilling anyprovision of this agreement, provided that in the case of a default capableof remedy, that default has not been remedied within 20 Business Days ofthe occurrence of such default;

(e) this agreement is, becomes or is claimed by the Group to be, void, voidableor unenforceable in whole or in part or in breach of the Listing Rules; and

(f) subject to the terms of this agreement, at any time it is or becomesunlawful for the Group to perform any of its obligations under thisagreement.

12.2 Repayment on Default

Subject to clause 12.1(d), if an Event of Default occurs, any money owing by theGroup under this agreement will be paid to the Noteholder within 5 Business Daysof the Noteholder issuing a written notice to the Group requiring repayment ofsuch money.

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13 REPLACEMENT OF CONVERTIBLE NOTE CERTIFICATES

13.1 Worn or defaced Convertible Note Certificate

If any Convertible Note Certificate becomes worn out or defaced then upon itsproduction to the Group it may cancel the same and issue a new Convertible NoteCertificate in lieu thereof.

13.2 Lost or destroyed Convertible Note Certificate

If a Convertible Note Certificate is lost or destroyed then upon proof thereof to thesatisfaction of the Group and upon such indemnity or advertisement (or both) asthe Group may require being given or published, a new Convertible NoteCertificate in lieu thereof will be given to the Noteholder. The cost of anyadvertisement and indemnity must be paid by the Noteholder.

13.3 Cancellation of Convertible Note Certificate

Any Convertible Note Certificate that is returned to the Group in connection withthe conversion or transfer of that Convertible Note must be cancelled by the Groupand any balance remaining after the transfer must be reissued as a replacementConvertible Note Certificate.

14 GENERAL

14.1 GST

If GST is imposed on any supply under or in connection with this agreement, thenthe Group will be responsible for payment of such GST, provided that the Grouphas received a valid tax invoice in respect of the particular supply.

14.2 Notices

Any notice or other communication which must be given, served or made under orin connection with this agreement must be in writing, signed by an authorisedrepresentative of the sender and will be deemed to have been duly given, servedor made if it is delivered or posted by prepaid post to the address of the partydetailed in this agreement, or sent by facsimile on the number set out in thisagreement.

14.3 When Notice is received

(a) Notice is to be regarded as being given by the sender and received by theaddressee:

(i) if by delivery in person, when delivered to the addressee;

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(ii) if by post (which posting must be by pre-paid security post),2 Business Days from and including the date of posting to theaddressee; and

(iii) if by facsimile transmission:

(A) on the date the notice or communication is transmitted in itsentirety by a facsimile machine; and

(B) that facsimile machine produces a transmission report whichindicates that the facsimile was sent in its entirety to thefacsimile number of the addressee; and

(C) but if the delivery or transmission by facsimile is on a daywhich is not a Business Day or is after 5.00pm (addressee’stime) it is to be regarded as being given at 9.00am(addressee’s time) on the next succeeding Business Day.

(b) A Notice can be relied upon by the addressee, and the addressee is notliable to any other person for any consequences of that reliance if theaddressee believes it to be genuine, correct and authorised by the sender.

14.4 Severability

Any provision of this agreement which is illegal, void or unenforceable is onlyineffective to the extent of that illegality, voidness or unenforceability, withoutinvalidating the remaining provisions.

14.5 Further Assurances

The parties will promptly do and perform all further acts and execute and deliverall further agreements required by law or reasonably requested by the other party,to establish, maintain and protect the respective rights and remedies of the otherparty, and to carry out and affect the intent and purpose of this agreement.

14.6 General costs

The parties will be responsible for their own legal fees, costs and disbursements inconnection with the preparation, negotiation and execution of this agreement andany subsequent consent, agreement waiver, amendment to, or discharge of thisagreement.

14.7 Duty

The Group will pay all stamp duty, transaction, registration and similar taxes,including fines and penalties, financial institutions duty and debits tax which maybe payable to or required to be paid by any appropriate authority, or determinedto be payable in connection with the execution, delivery, performance or

AB:00065761-009 Page 16

enforcement of this agreement, or any payment receipt or other transactioncontemplated by this agreement.

14.8 Governing Law

This agreement is governed by and is to be construed in accordance with the lawsof Victoria. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Supreme Court of Victoria and all courts competent tohear appeals from that court.

14.9 Entire Agreement

This agreement constitutes the entire agreement of the parties with respect to itssubject matter and replaces all other agreements with respect thereto.

14.10 Counterparts

This agreement may be executed in any number of counterparts (including by wayof facsimile) each of which will be deemed for all purposes to be an original and allsuch counterparts taken together will be deemed to constitute one and the sameinstrument.

AB:00065761-009 Page 17

Signing Page

Executed as a deed:

Executed by APA Financial Services Limitedin accordance with section 127of the Corporations Act 2001 (Cth)

.................................................... ...............................................Directors Signature Secretary/Director Signature

.................................................... ...............................................Name of Director (Print) Name of Secretary/Director (Print)

Executed by Trustees Australia Limitedin accordance with section 127of the Corporations Act 2001 (Cth)



Adrian Rowley Jerome Jones

Michael Hackett Nathan Leman

AB:00065761-009 Page 18

ANNEXURE A – FORM OF CONVERSION NOTICE

CONVERSION NOTICEAustralian Dairy Farm Group

(Group)

TO: The DirectorsAustralian Dairy Farm Group

I/we, [•] of [•]

being registered as the holder of the Convertible Note give notice that I/we wish toconvert the Convertible Note in accordance with the terms of its issue and as set outbelow.

Number of Convertible Notes to be converted: [•]

Principal Money of the total number of Notes [•]the subject of this Conversion Notice

Number of Stapled Securities to be issued: [•]

Conversion price: $0.20

Date of conversion (which may not be earlier than seven days after the date this Notice isdelivered to the Group): [•]

I/we agree to accept the Stapled Securities to be issued on conversion of the ConvertibleNote subject to the terms of the Constitutions of the Group.

Terms used in this notice have the same meanings as in the Unsecured Convertible NoteAgreement dated [•] and executed between the Group and the Noteholder.

Dated: __________________________

Executed by Trustees Australia Limited (ACN: 010 653 862) in accordance with section 127of the Corporations Act 2001 (Cth):



AB:00065761-009 Page 19

ANNEXURE B - FORM OF CONVERTIBLE NOTE CERTIFICATE

CONVERTIBLE NOTE CERTIFICATE

ISSUE OF [•] UNSECURED CONVERTIBLE NOTES OF $[10,000] EACH (Notes)

Australian Dairy Farm Group (Group)

Certificate Number: [•]

THIS IS TO CERTIFY that Trustees Australia Limited (ACN 010 653 862) as trustee for theInterim Facility Trust (Noteholder) is the registered holder of a Convertible Note on theterms specified below which was issued on [•].

The Convertible Note confers on the Noteholder the rights, power and privileges and willbe subject to the terms and conditions as set out in the Unsecured Convertible NoteAgreement between the Group and the Noteholder dated [•] (Agreement).

Conversion Price: $0.20

Repayment Date: [Insert the date which is two years from the Completion Date.]

Dated: [•]

Executed by APA Financial Services Limited in accordance with section 127 of theCorporations Act 2001 (Cth)



Executed by Trustees Australia Limited in accordance with section 127 of the CorporationsAct 2001 (Cth)



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ANNEXURE C - NOTICE OF REDEMPTION OF NOTES BY COMPANY

To: Trustees Australia Limited

APA Financial Services Limited and Trustees Australia Limited (as trustee of the AustralianDairy Farm Trust gives notice, under clause 8 of the Unsecured Convertible NoteAgreement, of the exercise of its right to redeem [number] Convertible Notes included inyour Convertible Note Certificate having a combined face value of $[combined face value(excluding accrued interest)] into cash on the Redemption Date.

The Redemption Date for this Notice is 00/00/0000

Executed by APA Financial Services Limitedin accordance with section 127of the Corporations Act 2001 (Cth)



Executed by Trustees Australia Limitedin accordance with section 127of the Corporations Act 2001 (Cth)



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