Name of Client: Legislative or Other Steps Required

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1 DEPICTING STATUTORY REQUIREMENTS AND SOME OTHER STEPS FROM 1 JANUARY 2008 Note: Checklist does not incorporate the IPAA statements or codes of professional practice Name of Client:.. Note: Note: ( or suggested) Day 1 (Day 1) (Day 1) (Day 1) BDAY 1 BDAY 1 This checklist should not be treated as a comprehensive list of all the issues that could apply to all companies during Administration. Also, the user should not rely on the checklist as a full description of the issues and procedures mentioned in the checklist. Statutory references are to the Corporations Act 2001, except those preceded by Reg, which means the Corporations Regulations Company appoints Administrator [436A(1)]. Administration begins (or day the Administration begins) [435C(1)(a)] Take control of company s business, property and affairs [437A(1)] including bank accounts, and exercise other powers as required Ensure that the expression (administrator appointed) is set out after the company s name in every public document and negotiable instrument [450E(1)] If the company's name changed during the previous 6 months, ensure that its former name is set out on all its public documents and negotiable instruments [161A(1)(b)(iii) & (3)]. Lodge Notice of appointment [450a(1)(b)] Give written notice of appointment to qualifying chargeholders [450A(3)]. Decision period begins for qualifying chargeholders [9 & 450A(3)] Note: For electronic notification of certain notices see S.600G BDAY 1 Convening period begins [439A(5)]. However, if the day the Administration begins is not a business day, the convening period begins on the next business day. Consider the liability for debts incurred [443A]. Take steps to manage those debts or prevent them from arising (as the situation requires) Consider whether the power to terminate or dispose of all or part of the business and/or company property should be exercised [437A(1)(c)] Consider issuing written notices to directors and managers about the administrator's powers and duties and the effects of the appointment; e.g., Divisions 4 & 8.

2 ASAP Consider issuing demand for directors' statement about the company's business, property, affairs and financial circumstances [438B(2)] Consider issuing written notices for delivery of books [438B(1)& 438C(3)] Consider issuing written notice to members regarding restrictions on transfers of shares and alterations in status [437F] If - before the administration began - a receiver, chargee or other person took possession, etc., of property for the purpose of enforcing a charge on that property, consider issuing written notice of appointment to the receiver, etc. [441B] Directors to deliver books to the administrator and inform administrator of location of other books [438B(1)] Commence investigation of the company's business, property, affairs and financial circumstances [438A(a)] If a winding up application has been made and it is in the interests of creditors for the company to continue under administration, seek an adjournment of the hearing [440A(2)] Commence formulating an opinion about what decision would be in the creditors' interests [438A(b) & 439A(4)(b)] Prepare a "remuneration report" [449E(5) or (7)] BDAY 2 Set a date, and place for the first meeting of creditors [436E] [Reg ] Dispatch written notice of meeting and copy declarations to creditors Consider giving disclaimer notices to owners and lessors of property which the company uses, occupies or is in possession of [443B & Reg 5.3A.5] Give notice of appointment to employees and to any supplies of goods, services and finance who may not receive notice as creditors. Determine whether the company has any "eligible employee creditors" [9] (BDAY 2 Make a declaration of relevant relationships [60(1) & 436DA(2)(a)]. Note: A replacement declaration must be made if the declaration becomes out-of-date or if an error in it is discovered [436DA(5)] Version 3_ Page 2 of 6

3 (BDAY 2 BDAY 3 BDAY 3 (BDAY 3) Make a declaration of indemnities [9 & 436DA(2)(b)]. Note: A replacement declaration must be made if the declaration becomes out-ofdate or if an error in it is discovered [436DA(5)] Commence investigation into whether there appear to be voidable transaction in respect of which money, property or other benefits may be recoverable by a liquidator under Part 5.7B [Reg 5.3A.2] Give creditors written notice of first meeting [436E(3)(a)] [Reg , A & A] Give creditors copies of declarations of relevant relationships and indemnities [436DA(3)] If there is a proceeding in a court against the company or in relation to its property, consider informing the parties of the stay of proceedings [440D] (BDAY 3) Check the validity of charges over assets [266 & 267] (BDAY 3) BDAY 5 BDAY 5 BDAY 6 BDAY 8 BDAY 8 (BDAY 8) (BDAY 8) Give written notice of appointment to court officers who may be in possession of property of the company [440G] Directors to give administrator a statement about the company's business, property, affairs and financial circumstances [438B(2)] End of period during which "disclaimer" notice may be given to owners/lessors [443B(3)] Liability for rent, etc., may begin [443B(2)] Hold first meeting of creditors [436E(2)]. Table at creditors meeting copies of latest versions of declarations of relevant relationships and indemnities [436DA(4) & (6)(b)] If a committee of creditors is formed, decide when to hold meetings of the committee. Note: the committee may approve the administrator's remuneration [449E(1)(a)], but before they do each member must be given a copy of the "remuneration report" when the meeting is called [449E(5)] Within 14 days of the meeting, prepare minutes and file a copy with ASIC [Reg ] [Form 5011] Consider whether an extension of the convening period will be required. If so, make an application to Court [439A(6)]. Note: Application should be made before the end of the convening period, but a late application may succeed if the Court is satisfied that it would be in the best interests of creditors [439A(7)] Version 3_ Page 3 of 6

4 (BDAY 8) ASAP BDAY 14 (BDAY 18) BDAY 19 BDAY 20 BDAY 20 Consider whether second meeting [439A] may need to be adjourned [439B(2)]. Note: maximum period of adjournment is 45 business days. If a Deed of Company Arrangement is proposed, form an opinion as to whether it would be in the creditors' interests [439A(4)(b)(i)] Note: DOCA will need to protect the priority of eligible employee creditors unless they resolve otherwise [444DA] If it is proposed that the DOCA vary or exclude the priority of any eligible employee creditors, prepare a statement setting out the administrator's opinion and other information [444DA(4)] If it is proposed that the DOCA vary or exclude the priority of any eligible employee creditors, then either apply to the Court for an order approving the non-inclusion of the priority provision, or convene a meeting of eligible employee creditors [444DA(2)] Note: At least 5 business days before the meeting, written notice and a copy of the administrator's statement must be given to eligible employee creditors [444DA(3)]. The meeting must be held before the S.439A (second creditors) meeting [444DA(2)]. If it appears that an "associated person" may have misapplied (etc) money or property, or may be guilty of negligence (etc), or may be guilty of an offence in relation to the company, lodge a report with ASIC [438D(1)] End of "decision period" for qualifying chargeholders [9 & 450A(3)] NOTE: Alternatively, period may end 13 business days after the administration begins [9]. Complete report and statement for creditors Dispatch written notice of meeting, report and statement to creditors. A "remuneration report" is also required if creditors are to be asked to determine remuneration. Convening period ends [439A(5)]. Subject to note above, and possible extension by the Court. Give creditors written notice of second meeting [439A(3)(a)] [Reg & A] Note: This assumes that the meeting will be held on the final day permitted, and that the minimum period of notice is given. Include copies of administrator's report and statement [439A(4)] and "remuneration report", if applicable [449E(7)] BDAY 20 Cause notice of second meeting of creditors to be published in newspapers [439A(3)(b)]. Note: This assumes that the meeting will be held on the final day permitted, and that the minimum period of notice is given. Note: The earliest day for holding the second meeting of creditors Version 3_ Page 4 of 6

5 is 5 business days before the end of the convening period [439A(2)] BDAY 25 BDAY 25 Final day for holding second meeting of creditors [439A(2)]. Note: The earliest day is 5 business days before the end of the convening period. Hold Section 439A meeting. Within 14 days of the meeting, prepare minutes and file a copy with ASIC [Reg ] [Form 5011] If creditors resolve that the company execute a deed Continue to carry out the duties and exercise the powers of company Administrator. Note: Administration does not end until the deed is properly executed. Prepare an instrument setting out the terms of the deed [444A(3), (4) & (5); Reg 5.3A.6; Schedule 8A] Inform the directors that the company must execute the deed within 15 business days after the meeting of creditors, or such further period as the Court allows [44B(2)] Note: If the company does not execute the deed in this, it is taken to have resolved that it be wound voluntarily [446A(2)], thus bringing the administration to an end [435C(3)(f)]. The Administrator becomes the Liquidator see below. If and when the company executes the deed, prevail upon the proposed deed administrator to execute the deed ASAP [444B(5)]. The deed s execution brings the administration to an end [435C(2)] Give notice to creditors, suppliers, financiers, the ATO and employees. Within 1 month after ceasing to be administrator, the administrator must lodge an account of receipts and payments [438E(2)] If creditors resolve that the company be wound up [439C(c)] The Administration ends [439C(c), 435(2) & 446A(2)] End of meeting If appointed liquidator, or if made liquidator by default, commence the role of liquidator of the company in a creditors voluntary liquidation. Note: At the S.439A meeting, creditors may resolve to appoint a liquidator [499(2A)(a)] If they do not, the administrator becomes liquidator at the end of the meeting [499(2A)(b)] If not appointed liquidator, the administrator should consider exercising a lien [443F] on sufficient company property to satisfy his or her right of indemnity [443D] for debts, liabilities, taxes and remuneration (subject to 443E(2), (3) & (4)) Version 3_ Page 5 of 6

6 If not appointed liquidator, the administrator may be required to give the liquidator a verified report about the affairs of the company as at a specified date [446C(2)]. The administrator is entitled to be paid reasonable costs and expenses incurred in preparing or giving the report [446C(8)] If liquidator, lodge Form 509D within 5 business days of appointment date [446A(5)(a)] If liquidator, lodge Form 505 within 14 days of appointment date [537(1)] If liquidator, place notice in newspaper within 15 business days [446A(5)(b)] If liquidator, give notice to creditors, suppliers, financiers, the ATO and employees Within 1 month after ceasing to be administrator, the administrator must lodge an account of receipts and payments [438E(2)] Version 3_ Page 6 of 6