DATED 2015 [NAME OF PROPOSED SCHEME ADMINISTRATOR] - and - GREAT SOUTHERN MANAGERS AUSTRALIA LIMITED (IN LIQUIDATION) (ACN 083 825 405) and its Scheme Creditors SCHEME ADMINISTRATOR'S DEED POLL relating to a proposed Scheme of Arrangement
THIS DEED POLL is made on 2015 BY: [Name of proposed scheme administrator] of [Address] IN FAVOUR OF: Great Southern Managers Australia Limited (in Liquidation) ACN 083 825 405 of care of Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth WA 6000 (GSMAL) and its Scheme Creditors BACKGROUND A B C D The parties to the proposed Scheme are GSMAL and its Scheme Creditors. [Name of proposed scheme administrator] is proposed to be appointed as a Scheme Administrator to administer the Scheme. [Name of proposed scheme administrator] has agreed, subject to the Scheme being approved by the requisite majorities of Scheme Creditors and the Court, and subject to the Scheme proceeding to be implemented, to exercise the powers and discretions conferred, and the duties, obligations and responsibilities imposed, on a Scheme Administrator by the Corporations Act 2001 (Cth), Corporations Regulations 2001 (Cth) and the Scheme, all in accordance with the terms of the Scheme. The appointment of [Name of proposed scheme administrator] as Scheme Administrator is subject to the execution and delivery of this Deed Poll prior to the Commencement Date. Accordingly, [Name of proposed scheme administrator] has agreed to enter into this Deed Poll. OPERATIVE PROVISIONS 1. DEFINITIONS 1.1 Definitions In this Deed Poll: 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, 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 2
facts giving rise to each of the Proceedings. Commencement Date means the date on which a sealed copy of the order of the Court approving the Scheme under section 411(4)(b) of the Corporations Act 2001 (Cth) is lodged with ASIC. Court means the Supreme Court of Victoria. Deed of Settlement means the deed of settlement, dated "May 2014", but in fact entered into on 23 July 2014, between GSMAL and others, recording that the parties to the document had agreed to resolve the entirety of their disputes, other than the Liquidators' Claims, on the terms and conditions set out in the document. 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. Scheme means the scheme of arrangement under and pursuant to Part 5.1 of the Corporations Act 2001 (Cth) to be proposed by the Liquidators pursuant to clause 3.1 of the Deed of Settlement. Scheme Administrator means each of the scheme administrators proposed to be appointed to administer the Scheme. Scheme Creditors means persons who made Investments, and who 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. Terms that are not defined in this Deed Poll and that are defined in the Deed of Settlement have the same meaning as given to them in the Deed of Settlement, unless the contrary intention appears or the context requires otherwise. 2. CONSENT TO ACT (a) [Name of proposed scheme administrator] hereby consents to act as a Scheme Administrator on and from the Commencement Date. (b) If the Scheme is approved by the requisite majorities of Scheme Creditors and the Court and the Scheme proceeds to be implemented, [Name of proposed scheme administrator] undertakes to exercise the powers and discretions conferred, and the duties, obligations and responsibilities imposed, on a Scheme Administrator by the Corporations Act 2001 (Cth), Corporations Regulations 2001 (Cth) and the Scheme, all in accordance with the terms of the Scheme. 3. COVENANT BY SCHEME ADMINISTRATOR [Name of proposed scheme administrator] covenants for the benefit of GSMAL and its Scheme Creditors that he will, to the extent necessary to administer the Scheme, be bound by the terms of the Scheme as if [Name of proposed scheme administrator] is a party to the Scheme. 3
4. SCHEME ADMINISTRATOR'S ACKNOWLEDGMENT [Name of proposed scheme administrator] acknowledges and agrees that the benefit of this Deed Poll can be enforced directly by GSMAL and the Scheme Creditors (or any one of them) against him. 5. CONTINUING OBLIGATION This Deed Poll is irrevocable and remains in full force and effect until [Name of proposed scheme administrator] has duly performed his obligations under this Deed Poll, or [Name of proposed scheme administrator]'s appointment as a Scheme Administrator is terminated earlier in accordance with the terms of the Scheme. 6. GENERAL 6.1 Governing law and jurisdiction 6.2 Waiver (a) This Deed Poll is governed by the laws of Western Australia. (b) [Name of proposed scheme administrator] irrevocably submits to the exclusive jurisdiction of the courts of the State of Western Australia, and any courts that may hear appeals from any of those courts, for any proceedings in respect of this Deed Poll and the Scheme. (a) A waiver of any right arising from a breach of this Deed Poll or of any right, power, authority, discretion or remedy arising upon default under this Deed Poll must be in writing and signed by the persons granting the waiver; (b) A failure or delay in exercise, or partial exercise of: (i) a right arising from a breach of this Deed Poll; or (ii) a right, power, authority, discretion or remedy created or arising upon default under this Deed Poll; does not result in a waiver of that right, power, authority, discretion or remedy. (c) [Name of proposed scheme administrator] is not entitled to rely on a delay in the exercise or non-exercise of a right, power, authority, discretion or remedy arising from a breach of this Deed Poll or on a default under this Deed Poll as constituting a waiver of that right, power, authority, discretion or remedy. 6.3 Remedies cumulative The rights and remedies of GSMAL, the Scheme Creditors and [Name of proposed scheme administrator] under this Deed Poll are in addition to other rights and remedies given by law independently of this Deed Poll. 4
6.4 Further action [Name of proposed scheme administrator] will promptly do all things and execute and deliver all further documents necessary or expedient to give effect to this Deed Poll and the transactions contemplated by it. EXECUTED AS A DEED POLL: Executed by [Name of proposed scheme administrator] in the presence of: Name of witness Signature of [Name of proposed scheme administrator] Signature of witness 5