FORM 529 CORPORATIONS ACT 2001 NOTICE OF MEETING Section 508 Subregulation 5.6.12(2) ACN 068 193 153 ( One.Tel ) NOTICE IS GIVEN that the annual meeting of creditors of One.Tel, which was adjourned on 26 August 2009 and again on 20 October 2009, will be reconvened and held at the Banjo Paterson Room of the Sydney Harbour Marriott Hotel, 30 Pitt Street, Sydney on 10 November 2009 at 10am. AGENDA General Purpose Liquidators Resolutions 1. To receive and discuss the Liquidators update dated 29 October 2009 (to be read in conjunction with the Liquidators reports dated 5 August 2009 and 13 October 2009). 2. To receive nominations and, where appropriate, vote on additional members for the Committee of Inspection (Resolution 1). Special Purpose Liquidator s Resolutions 3. To consider and, if thought fit, to pass the following resolutions (proposed by the Special Purpose Liquidator): i) that Gary Alan Phillips be removed forthwith as a member of the Committee of Inspection pursuant to (Resolution 2); ii) that John Deloughery be removed forthwith as a member of the Committee of Inspection pursuant to (Resolution 3); iii) that Alexander Gottfried Roth be removed forthwith as a member of the Committee of Inspection pursuant to (Resolution 4). Committee of Inspection s Recommended Resolutions 4. Any resolution proposed by any creditor in accordance with the Committee of Inspection s recommendations in paragraph 8.1 of the Explanatory Memorandum of the Committee of Inspection being: i) the creditors pass a vote of no confidence in the Special Purpose Liquidator (Resolution 5); ii) iii) the creditors pass a resolution supporting and encouraging any creditor of One.Tel to apply to the Court and seek orders and directions from the Court for the removal of the Special Purpose Liquidator of the One.Tel (Resolution 6); in the alternative to creditors passing a resolution referred to in paragraph 4. ii) above, the creditors pass a resolution to adjourn the meeting to Friday, 4 December 2009, so as to give the Special Purpose Liquidator an opportunity to have: a) obtained litigation funding; and /or b) obtained an offer to settle the proposed Renounceable Rights Issue ( RRI ) Proceeding (Resolution 7);
- 2 - iv) the creditors pass a resolution that One.Tel s creditors support an application to the Court by Optus for an order that the Committee of Inspection s legal costs (paid by Optus) be paid out of the assets of One.Tel as costs and expenses of the winding up of One.Tel (Resolution 8); and v) the creditors pass a resolution supporting and encouraging an application by the members of the Committee of Inspection to the Court for remuneration, as compensation for their time spent in preparation for and attendance at meetings of the Committee of Inspection, in such amount as is approved by the Court (Resolution 9). General Resolutions 5. To consider any other business properly brought before the meeting. DATED 29 October 2009 S J Sherman Liquidator Ferrier Hodgson GPO Box 4114 SYDNEY NSW 2001 Telephone: 02 9286 9999 Facsimile: 02 9286 9888 c:\ users\ dstreefkerk\ desktop\ one.tel\ form 529.doc
FORM 532 CORPORATIONS ACT 2001 Regulation 5.6.29 APPOINTMENT OF PROXY ANNUAL MEETING OF CREDITORS ACN 068 193 153 *I/We 1 (creditor name)... of (address). a creditor (owed an amount of $...) of One.Tel Limited, appoint 2... or in *his/her absence... (tick one box) as *my/our general proxy at the annual meeting of creditors to be held on 10 November 2009 (as adjourned on 26 August 2009 and again on 20 October 2009) at 10am, or at any adjournment of that meeting, and to vote on all matters arising at the meeting as he/she sees fit (ie do not complete the Special Proxy Voting Schedule). OR as *my/our special proxy at the annual meeting of creditors to be held on 10 November 2009 (as adjourned on 26 August 2009 and again on 20 October 2009) at 10am, or at any adjournment of that meeting, and to vote on the matters arising at the meeting as indicated in the attached Special Proxy Voting Schedule (on the reverse of this page). DATED this day of November 2009... OR The Common Seal of 3 Signature 4 of individual or person 5 authorised by corporate resolution to was hereunto affixed in the represent the corporation presence of Director Secretary * Strike out if inapplicable 1 If a company or firm, strike out I and set out the full name of the company or firm. 2 Insert the name, address and description of the person appointed. 3 The method of affixing the Common Seal is prescribed in Section 127(2) of the Corporations Act 2001 and, usually, the creditor corporation s constitution. 4 The signature of the creditor is not to be attested by the person nominated as proxy. 5 A corporation may only be represented by proxy or by an attorney appointed pursuant to Corporations Regulations 5.6.28 and 5.6.31A respectively or, by a representative appointed under Section 250D of the Corporations Act 2001. Copy of authority/power of attorney to be annexed. r:\prec\cv288.doc
ACN 068 193 153 ANNUAL MEETING OF CREDITORS Special Proxy Voting Schedule tick one box for each resolution ONLY if you are appointing a special proxy Resolution No 1 2 3 4 5 6 7 8 9 Resolution For Against Abstain That the nomination(s) to be members of the Committee of Inspection, if any are forthcoming at the meeting, as may be determined by creditors present at the meeting is accepted That Gary Alan Phillips be removed forthwith as a That John Deloughery be removed forthwith as a That Alexander Gottfried Roth be removed forthwith as a The creditors pass a vote of no confidence in the Special Purpose Liquidator The creditors pass a resolution supporting and encouraging any creditor of One.Tel to apply to the Court and seek orders and directions from the Court for the removal of the Special Purpose Liquidator of the One.Tel In the alternative to Resolution 6, the creditors pass a resolution to adjourn the meeting to Friday, 4 December 2009, so as to give the Special Purpose Liquidator an opportunity to have: a) obtained litigation funding; and /or b) obtained an offer to settle the proposed Renounceable Rights Issue ( RRI ) Proceeding The creditors pass a resolution that One.Tel s creditors support an application to the Court by Optus for an order that the Committee of Inspection s legal costs (paid by Optus) be paid out of the assets of One.Tel as costs and expenses of the winding up of One.Tel The creditors pass a resolution supporting and encouraging an application by the members of the Committee of Inspection to the Court for remuneration, as compensation for their time spent in preparation for and attendance at meetings of the Committee of Inspection, in such amount as is approved by the Court DATED this day of November 2009. Signature
NOMINATION FOR CONSIDERATION AS A MEMBER OF THE COMMITTEE OF INSPECTION ACN 068 193 153 I/We. (Name of creditor) nominate. (Nominee s name*) of.. (Nominee s company and address) as my/our representative to act as a member of the Committee of Inspection of One.Tel Limited (In Liquidation), if so elected. DATED this day of November 2009... OR The Common Seal of 1 Signature of individual or person authorised by corporate resolution to was hereunto affixed in the represent the corporation presence of Director Secretary *Note: Section 548(3) of Corporations Act 2001: 548(3) [Eligibility for appointment as members] A person is not eligible to be appointed a member of a committee of inspection unless the person is: (a) in the case of an appointment by creditors of the company: (i) a creditor of the company; or (ii) the attorney of a creditor of the company by virtue of a general power of attorney given by the creditor; or (iii) a person authorised in writing by a creditor of the company to be a member of the committee of inspection; or 1 The method of affixing the Common Seal is prescribed in Section 127(2) of the Corporations Act 2001 and, usually, the creditor corporation s constitution.