'4 GrantThornton. Glenn Defense Marine (Australia) Pity Ltd (In Liquidation) ACN (the Company)

Transcription

1 '4 GrantThornton Glenn Defense Marine (Australia) Pity Ltd (In Liquidation) ACN (the Company) Liquidators' report to creditors 16 June 2014 Michael McCann Partner T E michaei.mccann@au.gt.com Shane Smith Senior Manager T E shane.smithau.gt.com Grant Thornton I Liquidators' Report to Creditors 1 16 June 2014

2 Contents Section Page Appendices 1. Introduction 2. Executive summary 3. Background information 4. Actions undertaken to date 5. Offences, voidable transactions and insolvent trading 6. Estimated return from a winding up 7. Remuneration 8. Meeting 4 A. Creditor information sheets 7 B. DIRRI 10 C. Liquidators' remuneration report 16 D. Notice of meeting of creditors 18 E. Proof of debt form 23 F. Proxy form Grant Thornton I Liquidators Report to Creditors 1 16 June

3 Glossary The Act Corporations Act 2001 ASIC ATO BAS the Company DIRRI Director(s) Australian Securities and Investments Commission Australian Taxation Office Business Activity Statement Glenn Defense Marine (Australia) Ply Ltd Declaration of Independence, Relevant Relationships and Indemnities Mr Leonard Francis (current) and Mr David Conn (resigned as a director of the Company as of 11 July 2013) Eligible Employee Meaning given by Section 9 of the Act Creditor ERV Estimated realisable value Liquidators in Non-circulating PAYG PPSR Michael McCann and Graham Killer, Official Liquidators of the Company appointed under Part 5.3A of the Corporations Act 2001 Millions Fixed charge security interest Pay As You Go Personal Property Securities Register Statutory priorities The priority for the payment of unsecured creditor claims set down in Subsection 553, 560 and 561 of the Act US YTD United States of America Year to date FEG Former Director GDM Asia Fair Entitlements Guarantee Scheme Mr David Conn Glenn Defense Marine (Asia) Thy Ltd GDM Group The Company and related entities (refer to section 3) GST k Goods and Services Tax Thousands 2014 Grant Thornton I Liquidators' Report to Creditors 1 16 Jane

4 Section 1 Introduction 02. Executive summary 03. Background information 04. Actions undertaken to date 05. Offences, voidable transactions and insolvent trading 06. Estimated return from a winding up 07. Remuneration 08. Meeting 2014 Grant Thornton I Liquidators' Report to Creditors 1 16 June 2014

5 Introduction Appointment and first meeting Appointment of Liquidators Graham Killer and I, Michael McCann were appointed Joint and Several Liquidators of the Company on 24 January 2014 by order of the Supreme Court of Queensland. The order was made following a successful petition to the court by JJ Richard and Sons. JJ Richard and Sons have submitted a claim in the liquidation totalling $1,141,333. On 3 February 2014, a notice was issued to all known creditors advising of our appointment as Liquidators. In the event that you did not receive this report, a copy can be downloaded by any creditor from our website Once on our websjte please click on "Creditors info". First meeting The first meeting of the Company's creditors will be held on 4 July 2014 at Level 18,145 Ann Street, Brisbane QLD 4000 at 10:00am. Please refer to section 8 for further details. The Liquidators have relied on information provided from numerous sources to prepare the report, including: Discussions with the former employees of the Company including the former director of the Company, Mr David Conn; Discussions with unsecured creditors; Information available from public sources, such as, Australian Securities and Investments Commission (ASIC) and the Personal Property Securities Register (PPSR); and A review of the Company's books and records in my possession. Whilst we have no reason to doubt the accuracy of any information, we have not performed an audit and we reserve the right to alter our conclusions, should the underlying data prove to be inaccurate or change materially from the date of this report. Further investigations may be supported by public examinations of the Directors, officers and others who may be able to provide information about the Company. Purpose of report The purpose of this report is to give creditors an update on the progress of the Liquidation, namely: - Background information about the company; - The results of our initial investigations into the Company's affairs; and - The estimated returns to creditors Grant Thornton I Liquidators' Report to Creditors 1 16 June

6 Introduction Compliance, Independence and Communications Compliance with best practice We confirm that this report complies with the statements of best practice issued by the Australian Restructuring Insolvency & Turnaround Association (ARITA), with regard to content of the Liquidators' report and the Code of Professional Practice with regard to remuneration. Independence The Liquidators undertook a proper assessment of the risks in relation to their independence prior to accepting the appointment. Our assessment identified no real or potential risk to our independence. A copy of the DIRRI is enclosed at Appendix B for your information. Communications with various parties The Liquidators have liaised with various parties during the administration including: Former director of the Company, Mr David Conn, to understand the business' underlying activity, financial position, reasons for failure, the location of director Mr Leonard Francis and the Company's relationship with related entities and in particular, GDM Asia. JJ Richards and Sons, the Petitioning Creditor, and its solicitor to better understand the background of the Company; and the Company's former finance executive regarding the financial position and trading activities of the Company. Preliminary investigations indicate that Mr Francis was predominantly responsible for the stewardship and control of the Company including all dealings with the US Navy. This will be elaborated further in this report. Disclaimer In reviewing this report, creditors should note the following: This report is based on information from the books, records and other information provided by the Former Director. Whilst the Liquidators have reviewed the information, there has been no independent verification of the information. The Liquidators have necessarily made forecasts of asset realisation and total creditors. These forecasts and estimates may change. Whilst the forecasts and estimates are the result of the Liquidators' best assessments in the circumstances, creditors should note that any outcome for creditors may differ from the information provided in this report. This report is not for general circulation, publication, reproduction or any use other than to assist creditors in evaluating their position as creditors and must not be disclosed without the prior approval of the Liquidators. The Liquidators do not assume or accept any responsibility for any liability or loss sustained by any creditor or any other party as a result of the circulation, publication, reproduction or any use beyond that permitted above. The statements and opinions given in this report are given in good faith and in the belief that such statements are not false or misleading. Except where otherwise stated, we reserve the right to alter any conclusions reached on the basis of any changed or additional information which may be provided to us between the date of this report and the date of the second meeting; and Neither the Liquidators, nor any member or employee thereof are responsible in any way whatsoever to any person in respect of any errors in this report arising from incorrect information. Creditors may wish to seek their own independent legal advice as to their rights and the options available to them Grant Thornton I Liquidators' Report to Creditors 1 16 June 2014

7 Section 2 Executive summary 01. Introduction Executive summary 03. Background information 04. Actions undertaken to date 05. Offences, voidable transactions and insolvent trading 06. Estimated return from a winding up 07. Remuneration 08. Meeting 2014 Grant Thornton I Liquidators' Report to Creditors 1 16 June 2014

8 Executive summary Executive summary The Company was incorporated on 24 April 2008 in the state of Western Australia and operated from 14 Winellie Road, Northern Territory The Company ceased to trade prior to my appointment in late The Company operated a marine logistics company specialising in naval logistics, marine husbanding, offshore oil and gas, passenger cruise terminals and container port operation. Whilst GDM Group's headquarters are in Singapore we do not believe that any entity within the group is currently trading. The Liquidators understand that the director, Mr Leonard Francis, is being investigated for possible criminal offences committed against the US Navy. Please note this has not been confirmed with the relevant authorities. Issued notice to creditors on 3 February Interviewed the Former Director, Mr David Conn. Secured the Company's assets which were limited to minimal furniture, plant and equipment. Conducted investigations into employees claims. Conducted investigations into the Company's date of insolvency and recoverable transactions. For general information about offences under the Act, please refer to the enclosed ARITA creditor information sheet, at Appendix A of this report. Date of Insolvency - Offences - The Company may have been insolvent from as early as 31 July 2013 or at the latest 11 October 2013 and at all times was subject to the on-going support of GDM Asia. We are not in possession of evidence that the Directors have committed offences under the Corporations Act. We note that Mr Francis is being investigated in respect to his dealings with the Company and the US Navy. Voidable transactions - Our initial investigations suggest that there are no recoverable voidable transactions. Insolvent trading - Given the limited information available, and the uncertainty of any recoveries from Mr Francis, we do not anticipate on pursuing any claim for insolvent trading Grant Thornton Liquidators' Report to Creditors 1 16 June 2014

9 Executive summary Summary (cont'd) Based on available information we estimate that the return to creditors may be between 1.5 to 2.1 cents in the dollar and is detailed in section 6 of this report. Please note that this estimate is subject to change. The Liquidators remuneration is to be approved by creditors at the forthcoming meeting of creditors. A Remuneration Report is enclosed at Appendix C, providing details of work performed to date and, estimated future remuneration up to finalisation of the Liquidation. A meeting of creditors is to be held at Level 18, 145 Ann Street Brisbane QLD 4000 at 10:00am on 4 July Registration will open 15 minutes prior to the meeting. The notice in regards to this meeting is enclosed at Appendix D. A Proof of Debt and Proxy Form are enclosed at Appendices E and F and are to be returned to our office by 5:00pm 3 July Grant Thornton I Liquidators' Report to Creditors 1 16 June

10 Section 3 Background information 01. Introduction 02. Executive summary 04. Actions undertaken to date 05. Offences, voidable transactions and insolvent trading 06. Estimated return from a winding up 07. Remuneration 08. Meeting 2014 Grant Thornton I Liquidators' Report to Crethtoro 1 16 June 2014

11 Background information Organisational structure Historical of the Company The Company was incorporated on 24 April 2008 and operated from 14 Winellie Road, Northern Territory Interview with Former Director, Mr David Conn As part of our investigation we interviewed Mr David Coon who advised the following: The Company provided maritime services and logistics to naval fleets in ports To his knowledge the Company was never the contracted party with around Australia. On the following customers page are a list of entities within the GDM such as the US Navy. The contracted party we understand was GDM Asia, the Group as extracted from the vebsite. The GDM representatives of which would verbally contract the Company for any work Group's major customer was the US Navy of whom we understand the director, required around Australia. The Company would only handle the logistics for Mr Francis, had close ties with. any work associated in the contract located in or around Australia. Unfortunately we have not been able to make contact with or locate Mr Francis. All contracts with end customers entered into and negotiated were done so by Mr Based on information available on the internet, of which we note we have not Francis or staff in Singapore. been able to verify, Mr Francis is being investigated for committing criminal offences against the US Navy. On or around July 2013, representatives of GDM Asia advised that they would handle the payment of all creditors of the Company. Officeholders and shareholders The Company officeholders and shareholders are detailed below, as identified from a search of the ASIC database. We have not identified any other person who may be considered or deemed to be a shadow director of the Company. According to the ASIC database, the Company's director, Mr David Conn resigned as a director of the Company on 11 July Directors Date appointed Date ceased Leonard Francis David Conn 24/04/ /04/2012 Current 11/07/2013 Books and records Pursuant to Section 286 of the Act, a company must keep written financial records that correctly record and explain its transactions, financial position and performance and enable true and fair financial statements to be prepared and audited. Financial records must be kept for seven (7) years after the transactions covered by the records are completed. Failure to maintain books and records may give rise to a presumption of insolvency pursuant to Section 588E of the Act. This presumption may be relied upon by a Liquidator in an application for compensation for insolvent trading and other actions for recoveries pursuant to Part of the Act. Our preliminary views are that the Company has maintained adequate books and records up to the date the Company ceased to trade which was in October Shareholders Shareholder class Number issued Leonard Francis Ordinary Grant Thornton I Liquidators' Report to Creditors 1 16 June

12 Background information GDM Group structure GDM Group Singapore (Headquarters) Glenn Marine Group (Asia) Pie Ltd Glenn Defense Marine (Asia) Pie Ltd Glenn Marine Logistics Base Pte Ltd Glenn Transport & Travel Pie Ltd Glenn Ports and cruise Terminals Pie Ltd Glenn Maritime Security Services Ltd Glenn Horizon Offshore Pie Ltd Glenn Marine Group (Asia) Sdn Bhd Glenn Defense Marine (Asia) Sdn Bhd Glenn Marine Logistics Base Sdn Bhd Glenn Marine Enterprise Glenn Security Services Sdn Bhd Glenn Horizon Travel & Tours Sdn Bhd Glenn Management Sdn Bhd Glenn Cruise Terminals Sdi, Bhd Port Kiang Cruise Centre Sdn Bhd Glenn Shipping Agency Sdn Bhd Glamourous Trendy Sdn Bhd Centralports lntemaonal Sdn Bhd Other Countries Glenn Defense Marine (Australia) Pty Ltd Glenn Defense Marine Cambodia Ltd Glenn Defense Marine (Asia) Ltd - Hong Kong Glenn Defense Marine (India) Ltd PT Glenn Nusa Marine Indonesia Glenn Defense Marine (Nippon) Company Nippon Nautical Logistics & Supply Company Don Marco Shipping Inc Glenn Defense Marine Asia Phils Inc Glenn Defense Marine (Korea) Co Ltd Glenn Defense Marine Saipan LLC Glenn Defense Marine (South Africa) Pty Ltd Glenn Defense Marine Ceylon Pty Ltd Glenn DefenseMarine (Asia) Co Ltd Phuket Intematonal Cruise Terminal Co Ltd Glenn Defense Marine USA Inc Glenn Defense Marine (Vietnam) Co Ltd 2014 Grant Thornton I Liquidators' Report to Credtors 1 16 June

13 Background information Historical trading performance Summary of historical trading performance Ship services and maintenance' Fuel' Miscellaneous Income' Other Income tal Income ;s: Cost of Sales nsa Profit rs: Operating Expenses FY12 Audited Mgt FY 13 Accounts Cannot be determined 675,141 Cannel be determined 635,793 Cannot be determined - 372,811 5,788 3,252, ,721 (2,879,623) (1,054,678) 372, ,043 (446,291) (580,417) the audited FY 2012 accounts are not detailed to provide a comparative analysis to subsequent years. Notes on historical trading financial performance YID FY14 Mgt Accounts 166,294 4,699,367 (1,739,551) - From July 2013 a reconciliation was to be prepared by the Company and submitted to GDM Asia which was to forward appropriate funds to the Company to cover monthly supplier payments and internal costs.. GST Position - Transactions totalling $529k recorded as "Miscellaneous Income" appear to relate to GST refunds (narrated in MYOB as "US - GST refunds"). - - The balance sheet, which is discussed on the following page, discloses a GST refund of $411 k may be due to the Company. Based on the running account received from the ATO the Company maintained its BAS lodgements up until 31 December 2013 and has paid and received all relevant GST and PAYG payments/refunds. We are in receipt of audited financial statements for FY12 however no audited accounts are available for FYI 3. Accordingly, management accounts have been relied upon for FY13 and YTD FY14 (being for the period 1 July 2013 to 30 September 2013). We note that 30 September 2013 was the last date on which the bank account was reconciled in the Company's MYOB accounting program. "Other Income" of $3.59m relates to a single sales transaction entered into the Company's management accounts as a result of a New Trading Relationship requested by GDM Asia. This occurred on our around July 2013 and is explained below. We understand that the New Trading Relationship with GDM Asia was structured as follows: On the assumption that the GST refunds were incorrectly recorded as income ("Miscellaneous Income"), and not against the corresponding liability ("GST"), these two accounts do not reconcile. As all BAS lodgements have been made we do not believe anything will be recoverable from the ATO. Our investigations in respect to the above are continuing. - Historically the Company managed the payment of the creditors and would receive sufficient funds from GDM Asia as required. For an unknown reason around July 2013, GDM Asia advised that they would arrange for the payment of creditors Grant Thornton I Liqudators' Report to Creditors p 16 June

14 Background information Historical financial position Summary of historical financial position Assets Current Assets Cash On Hand Trade Debtors Prepayments Total Current Assets Total Non-Current Assets Total Assets Liabilities Current Liabilities Intercompany Loan - GDM Asia Other Current Liabilities Trade Creditors GST Payroll Liabilities Total Current Liabilities Total Liabilities Net Assets As at 30/06/2012 Audited 312, , , , , , ,431 74,808 11, , ,684 As at As at 30109/2013 Mgt Accounts Mgt Accounts 168,08677,2-3,5950 2,328 2, ,414 3,674, , , ,942 3,892, ,469 3,051 40,790 (7,883) 7, , ,816 Notes on historical financial position Upon our appointment we secured minimal furniture, plant and equipment located at the Company's former principal place of business in Northern Territory. After several discussions with the landlord who was owed rent these assets were removed and sold at auction. These assets were valued by our agents at $3k and subsequently sold for a gross value (prior to realisation costs) of $5k. Debtors had a book value as at the date of our appointment of $3,595,041. This amount predominantly consists of $3,593,708 owed by GDM Asia. Refer to Section 4 for further details. The balance of $1,333, which is owed by USS Chossin, is unlikely to be recoverable. Company records disclose that an intercompany creditor loan also exists with GDM Asia of $3.2m. Unfortunately the Company's records do not provide sufficient detail to confirm the specific expenses which make up the 3,051 3, intercompany loan. However we have been advised that this loan is in respect to costs paid by GDM Asia on behalf of the Company including: Establishment costs; Costs of office fit outs; and General trading payments including wages. As mentioned previously, further investigation into the ATO position (including any potential refund of GST for $411k as identified in the balance sheet) are required. We do not anticipate that this will be recoverable given all BAS lodgements to 31 December 2013 have occurred and our appointment occurred in January Grant Thornton I L ULdaIOIS Report to Creditors 1 16 June

15 Background information Directors' report as to affairs (RATA) Directors report as to affairs (RATA) Pursuant to Section 438B(2) of the Act, the Directors of the Company are required to complete a statement about the Company's business property, affairs and financial circumstances, also known as the RATA. The RATA is a snapshot in time as at the date of our appointment of the assets and liabilities of the Company, disclosing book values and the estimated realisable value (ERV) for assets. - On 24 January 2014 a written request was issued to Mr Leonard Francis to complete a RATA for the Company. To date we have not received a response or been able to contact Mr Francis. - On 7 February 2014 a written request was issued to Former Director, Mr David Conn to complete a RATA for the Company. - Following a request for an extension, Mr Conn supplied the Liquidators with a RATA on 26 March Following a review of the RATA the Liquidators do not believe there to be any material omissions based on the information reviewed to date. Explanation for difficulties Former Director, Mr Conn believes that the Company's financial difficulties were a result of the loss of financial support from related company GDM Asia following the director Mr Leonard Francis being investigated by the US authorities. Liquidators opinion Mr Conn's reason for failure is likely to be correct however we have been unable to confirm same as we have no information on the financial position of GDM Asia and specifically its ability to provide funding to the Company. Anecdotally we understand the GDM Group has ceased operations Grant Thornton I Liquidators' Report to Credors 1 16 June

16 Section 4 Actions undertaken to date 01. Introduction 02. Executive summary 03. Background information ['Actions ui iitdate1( 05. Offences, voidable transactions and insolvent trading 06. Estimated return from a winding up 07. Remuneration 08. Meeting 2014 Grant Thornton I Liquidators' Report to Creditors 1 16 June 2014

17 Actions undertaken to date Asset recoveries Asset summary Asset Cash at Bank Motor Vehicles Debtors Plant and Equipment Total Cash at Bank Book value Realised 77, ,072 11, ,595, ,400 5,056 3,866, ,128 At the commencement of the Liquidation the book value of the Company's Cash at Bank was $77,280. Following our appointment we wrote to all major banks and financial institutions advising of our appointment to freeze any accounts held in the Company's name and forward all credit funds to our office. From this correspondence we recovered c. $140k from an account maintained by the Company held with Westpac Banking Corporation. No other Bank's or institutions have identified funds held on behalf of the Company. Motor Vehicles Debtors Company records discloses a book value of the Company's debtors of $3,595,041, of which the majority ($3.59m) is owed by a related entity GDM Asia. Records also discloses that the Company owes approximately $3.2m to GDM Asia leaving a net balance, and subject to a successful set off, of approximately $400k owing. Instructions have been issued to a solicitor within Singapore to take appropriate action to issue demands against GDM Asia, and if required place it into liquidation. For a more detailed description of this debtor arrangement please refer to section 3 of this report. At this stage we are uncertain as to the prospects of any recovery of this loan account. Plant and Equipment Company records discloses a book value for the Company's Plant and Equipment of $183,400. After securing the assets we engaged Pickles Auctions Darwin ("Pickles") to value and sell assets of value which were left at the Company's former premises. This comprised mostly of general furniture and plant and equipment. After inspection Pickles advised that there would be limited interest in the goods and estimated at auction value of same of $3,177 (cxci GST). The assets were subsequently sold at auction for $5,056 (cxci GST and before realisation costs such as agents commission). At the commencement of the Liquidation, the book value disclosed motor vehicle(s) to the value of $11,114. Upon attending the Company's former place of business Pickles advised that no vehicles were present. The Northern Territory Department of Transport advised that no motor vehicles were registered in the Company's name Grant Thornton I Liquidators' Report to Creditors 1 16 Juno

18 Section 5 Offences, voidable transactions and insolvent trading 01. Introduction 02. Executive summary 03. Background information 04. Actions undertaken to date 06. Estimated return from a winding up 07. Remuneration 08. Meeting 2014 Grant Thornton I Liquidators' Report to Creditors 1 16 June 2014

19 Offences, voidable transactions and insolvent trading Offences, voidable transactions and insolvent trading For general information about offences, voidable transactions and insolvent trading under the Act, please refer to the enclosed information sheet at Appendix A, published by ARITA, titled 'Creditor Information Sheet'. Date of Insolvency The Company may have been insolvent from as early as 31 July 2013 or at the latest 11 October 2013 and at all times was subject to the on-going support of GDM Asia. This opinion has been derived in light of the following: Following 31 July 2013 the Company made cash losses for all months (with the exception of September 2013, when GDM Asia provided funding of c. $900k). It appears the Company began to wind down operations from 31 July 2013 up until it ceased operating on or around 23 October It was around July 2013 that instructions were received from GDM Asia in respect to the payment of Company creditors. We note that the Company's Former Director David Conn resigned on 11 July Records indicate that the Company ceased operations on 23 October The Financial Controller of GDM Asia, Frances Chan, advised the directors of the Company on 11 October 2013 that it was currently selling down assets to raise funds to pay creditors of the Company and until such a time they would not be in a position to address the concerns of Company creditors. Insolvent trading As outlined previously the Company may have been insolvent from as early as 31 July 2013 or at the latest 11 October 2013 and at all times was subject to the on-going support of GDM Asia Company records discloses that total creditors incurred after 31 July 2013, and remained unpaid as at the date of our appointment could be as high as $3.14m. Any insolvent trading claim, if proven to be as at 31 July 2013, could be as high as $3.14m. ti 2014 Grant Thornton I Liquidators' Report to Creditors 1 16 June 2014 Concluding as to the insolvency has been difficulty due to the Company's reliance on GDM Asia for on going financial support. We are not in possession of any financial information on GDM Asia to determine when it ceased being able to provide funding to the Company to meet its liabilities as and when they fell due. However we are in possession of evidence to indicate that GDM Asia may have been having financial difficulty in as early as October 2013 as it was selling down assets to pay Company creditors. Given the limited information available, and the uncertainty of any recoveries from Mr Francis, we do not anticipate on pursuing any claim for insolvent trading any further. However should creditors want to fund such an action we invite them to contact this office to discuss this further. Voidable transactions The Act requires a Liquidator to investigate whether there are any transactions that may be voidable transactions (in respect of money, property or other benefits) and possibly recoverable by a liquidator under Part of the Corporations Act. Unfair preference A review of the Company's records does not identify any creditors who received payments in preference to other creditors of the Company that would be recoverable under part of the Corporations Act. Unfair loans From our review of the Company's records it does not appear that there were any unfair loans provided by the Company. 19

20 Offences, voidable transactions and insolvent trading Insolvent trading Indicators of Insolvency Indicator Overview Liquidators findings Cash Flow Test The test for solvency and consequently insolvency is prescribed by Section 95A of the Act which states that: "(1) a company is solvent if, and only if, the company is able to pay all the company's debts, as and when they become due and payable; and (2) a company who is not solvent is insolvent." This translates into the "cashflow test", however analysis of the balance sheet is also important in forming a view as to solvency. The chart below reports the movement in the cash balance between 1 January 2013 and 24 January 2014 on a monthly basis, based on the Company's management accounts = U) ri) C.) Co Co cn 110,11 c 7 7 ;7 Whilst the above indicates that Company may been solvent for the above period it is also important when forming a view as to insolvency to also consider the balance sheet test. Please refer to the following page for more information. Note: the above has been extracted from the Company's MYOB accounting program Grant Thornton I Liquidators' Report to Creditors 16 June

21 Offences, voidable transactions and insolvent trading Insolvent trading Indicators of Insolvency Indicator Overview Liquidators findings Balance Sheet Test The current ratio test considers whether a company may be insolvent if the current liabilities exceed the value of the current assets. It is therefore considered a company is solvent under this test if it has a current ratio of greater than 1. We have undertaken a review of the Company's Current Ratio and also analysed the Net Asset position from the Company's Management Accounts. The below has been extracted from the Company's MYOB accounting program. 11_i excluding transactions) 3 (1)r o 4 'i ' '.9, i '? <P <1 On a balance sheet test of insolvency the Company failed the balance sheet test from as far back as 31 July Note: the above has been extracted from the Company's MYOB accounting program Grant Thornton I Liquidators Report to Creditors 1 16 June

22 Offences, voidable transactions and insolvent trading Insolvent Trading Indicators of Insolvency Indicator Other tests/investigations Aged Creditors The following graph represents aged creditor balances of the Company between 1 January 2013 and 24 January ,500 4,000 3,500 3,000 cd 2,500 2,000 1,500 1, ?7. Ik, 0,.?.? 0???,1,) 07,17, P 0 P0 We highlight our key findings: - - On 31 July 2013 the Company's aged creditor balance increased to $1,830,890 and thereafter increased significantly to $3,622,802, being the balance owing as at the date of our appointment. We estimate that $3.14m of these debts were incurred after 31 July This significant increase, with no associated income or confirmed continued support from GDM Asia, indicates a likely date of insolvency of 31 July Grunt Thornton I Liquidators' Report to Credors 1 16 June

23 Section 6 Estimated return from a winding up 01. Introduction 02. Executive summary 03. Background information 04. Actions undertaken to date 05. Offences, voidable transactions and insolvent trading 06. Estimated return from L I winding MJ. 07. Remuneration 08. Meeting 2014 Grant Thornton I Liquidators' Report to Creditors 1 16 June 2014

24 Estimated return from a winding up Estimated return from a winding up Estimated return from a winding up The estimated return to creditors as at 31 May 2014 is as follows: Opfmisfc Pesimistic Notes ($) ($) Cash at Bank as at 31 May , ,572 Future Realisations Claim against GDM Asia Unknown - Total Future Realisations Unknown - Funds available for costs and distribution 143, ,572 Notes to Estimated Outcome statement I. Although we have previously identified that a potential recovery may be available against GDM Asia for c. $400k we are uncertain as to the quantum of this claim that would be recoverable. Our investigations are continuing in this regard. 2. Legal fees are an estimate only and is in respect to action taken to pursue GDM Asia (refer to point 1 above). 3. The Company's records suggest that there was $3.6m in trade creditors at the date of our appointment. We have made a provision for future proofs of debt to be received that may not have been entered into the Company's records. Liquidation costs Petitioning creditor costs Liquidators remuneration Liquidators future remuneration Liquidators disbursements Provision for legal fees Total Liquidation costs 2 (6,055) (6,055) (31722) (31,722) (20,000) (25,000) (1,000) (2,000) (10,000) (20,000) (68,776) (84,776) Funds available for distribution 74,796 58,796 Estimated Unsecured Creditors Unsecured Creditors Total Creditors 3 (3,622,802) (4,000,000) Estimated return ci$ 't 2014 Grant Thornton I Liquidators Report to CreO4ors 1 16 June

25 Section 7 Remuneration 01. Introduction 02. Executive summary 03. Background information 04. Actions undertaken to date 05. Offences, voidable transactions and insolvent trading 06. Estimated return from a winding up 07. Remuneration 08. Meeting (D 2014 Grunt Thornton I Liquidators' Report to Creditors 1 16 June 2014

26 Remuneration Remuneration Liquidators' remuneration (exc of GST and disbursements) Description Joint and Several Liquidators remuneration for the period 24 January 2014 to 31 May 2014 Amount ($) 31,722 Resolutions It should be noted that the amounts payable for remuneration are subject to sufficient funds being available. At the forthcoming meeting, creditors will be asked to consider the following resolutions with respect to the practitioners remuneration: Liquidators' future remuneration (exc of GST and disbursements) Description Joint and Several Liquidators' remuneration for the period 1 June 2014 to finalisation Remuneration Amount ($) 25,000 Enclosed at Appendix C is the Liquidators' Remuneration Report, which provides details of: Liquidators' remuneration to be approved Liquidators' future remuneration to be approved Creditors should note that all works has, and will be, performed by the appropriate level of staff in order to optimise any potential realisations which may be available to unsecured creditors - - 'That the remuneration of the Liquidators, their partners and stcijffor work carried out in relation to the Liquidation of Glenn Defense Marine (Australia) Py Ltd (In Liquidation) for the period 24 Januay 2014 to 31 M y 2014, be hereliji calculated on a time basis and by reference to the houi'y rates of Grant Thornton Recove0i & - Reorganisation Services. Such remuneration is to be 131,722 plus GST and disbursements, and should be drawn to the extent of available funds." 'That the remuneration of the Liquidators, their partners and.ctafffor work carried out in relation to the Liquidation of Glenn Defense Marine (Australia) PO Ltd (In Liquidation) Thornton-Recoveij be hereby calculated by reference to the current andfuture hourly rates o/ Grant and Reorganisation Services. Such future hour!y rates will increase by 10% of the current chage rates at 1 July Such remuneration for the period 1 June 2014 to Finalisation of the Liquidation be capped at 125,000 plus GST and disbursements and maj be drawn to the extent of available funds." Liquidators' future remuneration It will be necessary for the creditors to approve the drawing of remuneration for the Liquidators. I will be seeking $25,000 in future remuneration excluding GST and disbursements, it should be noted that this approval is a cap and is to cover extraordinary events that may occur in the Liquidation Grant Thornton I Liquidators' Report to Creditors 1 16 June

27 Section 8 Meeting 01. Introduction 02. Executive summary 03. Background information 04. Actions undertaken to date 05. Offences, voidable transactions and insolvent trading 06. Estimated return from a winding up Grant Thornton I Liquidators' Report to Creditors 1 16 June 2014

28 Meeting Meeting of creditors Meeting of creditors The meetings of creditors is to be held at Level 18,145 Ann Street, Brisbane QLD 4000 at 10:00am on Friday 4 July Please arrive 10 minutes before hand to allow sufficient time for registration. The notice in regards to the meeting is enclosed as Appendix D. The meeting will be open to creditors for questions and general discussion. Should you wish to have us address any issue in detail please advise us prior to the meeting date. This will allow sufficient time to prepare a detailed response to your question. Telephone Attendance Should you not be able to attend the second meeting of creditors in person, creditors are invited to attend via telephone. In order to do so, you will be required to submit a proof of debt and proxy in favour of the party attending via telephone as riet1e-1 heln\x7 Please contact Chris Bourke of this office at Chris.Bourkeau.gt.com no later than 5:00pm on the business day prior to the meeting, being 3 July 2014 to obtain dial in details. Lodging of proofs of debt Should you not have already lodged a proof of debt, you are required to complete the proof of debt as attached as Appendix E. Please supply our office with appropriate documents to support your claim, at a minimum we will require: A statement of account. Invoices appropriate to your claim. Lodging of proxies A proxy may be completed by any creditor who does not wish to attend the meeting in person. The proxy form is enclosed as Appendix F. Proxies for the meeting can be lodged in the following ways: Post: to arrive no later than 5:00pm on the business day prior to the meeting, being 3 July Facsimile: to no later than 5:00pm on the business day prior to the meeting, being 3 July In Person: by person with a person attending the meeting; or by to Chris.Bourkeau.gt.com no later than 5:00pm on the business day prior to the meeting, being 3 July If proxies are lodged by facsimile or , the law requires that the original proxy must be lodged with the Liquidators within 72 hours of lodging the faxed or ed copy. Contact details Should you have any queries in relation to any matter raised in this report then please do not hesitate to contact Chris Bourke on Yours faithfully / A2 Michael McCann - Joint and Several Official Liquidator 2014 Grant Thornton I Liquidators' Report to Creditors 1 16 June

29 Appendices A. ARITA creditor information sheet B. DIRRI C. Liquidators remuneration report D. Notice of meeting of creditors E. Proof of debt form F. Proxy form 2014 Grant Thornton I Uquidaors Report to Creditors 1 16 June 2014

30 Appendices A. Creditor information sheets 2014 Grant Thornton I Liquidators' Report to Creditors 1 16 June

31 Creditor Information Sheet Offences, Recoverabl.e transactions and Insolvent Trading Offences A summary of offences that may be identified by the administrator: -A ARITA Section Offence 180 Failure by officer to exercise a reasonable degree of care and diligence in the exercise of his powers and the discharge of his duties. 181 Failure to act in good faith. 182 Making improper use of position as an officer or employee, to gain, directly or indirectly, an advantage. 183 Making improper use of information acquired by virtue of his position. 184 Reckless or intentional dishonesty in failing to exercise duties in good faith for proper purpose. Use of position or information dishonestly to gain advantage or cause detriment. 206A Contravening an order against taking part in management of a corporation. 206A, B Taking part in management of corporation while being an insolvent under an administration. 206A, B Acting as a director or promoter or taking part in the management of a company within five years after conviction or imprisonment for various offences. 209(3) Dishonest failure to observe requirements on making loans to directors or related companies. 254T Paying dividends except out of profits. 286 Failure to keep proper accounting records. 312 Obstruction of auditor Failure to comply with requirements for financial statement preparation. 437C Performing or exercising a function or power as officer white a company is under administration. 4370(5) Unauthorised dealing with company's property during administration Failure by directors to assist administrator, deliver records and provide information. 438C)5) Failure to deliver up books and records to administrator. 590 Failure to disclose property, concealed or removed property, concealed a debt due to the company, altered books of the company, fraudulently obtained credit on behalf of the company, material omission from Report as to Affairs or false representation to creditors. Voidable Transactions Preferences A preference is a transaction such as a payment between the company and one or more of its creditors, in which the creditor receiving the payment is preferred over the general body of creditors. The relevant time period is six months before the commencement of the liquidation. The company must have been insolvent at the time of the transaction, or become insolvent as a result of the transaction. Where a creditor receives a preferred payment, the payment is voidable as against a liquidator and is Liable to be paid back to the liquidator subject to the creditor being able to successfully maintain any of the defences available to the creditor under either the Corporations Act. Uncommercial Transaction An uncommercial transaction is one that it may be expected that a reasonable person in the company's circumstances would not have entered into having regard to: the benefit or detriment to the company; the respective benefits to other parties; and any other relevant matter. To be voidable, an uncommercial transaction must have occurred during the two years before the liquidation. However, if a related entity is a party to the transaction, the time period is four years and if the intention of the transaction is to defeat creditors, the time period is ten years. ARITA Lvet S,.3 Err Strt, SVdn?y NSW 2000 Au ralia I GPO Box Sydney NSW duo ' t I dl ?0 1 e odmin rita corn 00 I arita.com.au AUSTRALIAN RESTRLPCI URING INSOLVENCY & TURNAROUND ASSOCIATION

32 ARITA The company must have been insolvent at the time of the transaction, or become insolvent as a result of the transaction. Unfair Loan A Loan is unfair if and only if the interest was extortionate when the loan was made or has since become extortionate. There is no time limit on unfair loans - they only have to have been entered into any time on or before the day when the winding up began. Arrangements to avoid employee entitlements If an employee suffers loss because a person (including a director) enters into an arrangement or transaction to avoid the payment of employee entitlements, the liquidator or the employee may seek to recover compensation from that person. It will only be necessary to satisfy the court that there was a breach on the balance of probabilities. There is no time limit on when the transaction occurred. Unreasonable payments to directors Liquidators have the power to reclaim "unreasonable payments' made to directors by companies prior to liquidation. The provision relates to transactions made to, on behalf of, or for the benefit of, a director or close associate of a director. To fall within the scope of the section, the transaction must have been unreasonable, and have been entered into during the 4 years leading up to a company's liquidation, regardless of its solvency at the time the transaction occurred. Voidable charges Certain charges are voidable by a liquidator: Circulating security interest created with six months of the liquidation unless it secures a subsequent advance; Unregistered charges; and Charges in favour of related parties who attempt to enforce the charge within 6 months of its creation. Insolvent Trading In the following circumstances, directors may be personally liable for insolvent trading by the company: a person is a director at the time a company incurs a debt; the company is insolvent at the time of incurring the debt or becomes insolvent because of incurring the debt; at the time the debt was incurred, there were reasonable grounds to suspect that the company was insolvent; the director was aware such grounds for suspicion existed; and a reasonable person in a like position would have been so aware. The law provides that the liquidator, and in certain circumstances the creditor who suffered the loss, may recover from the director, an amount equal to the loss or damage suffered. Similar provisions exist to pursue holding companies for debts incurred by their subsidiaries. A defence is available under the law where the director can establish: there were reasonable grounds to expect that the company was solvent and they actually did so expect; they did not take part in management for illness or some other good reason; or, they took all reasonable steps to prevent the company incurring the debt. The proceeds of any recovery for insolvent trading by a liquidator are available for distribution to the unsecured creditors before the secured creditors. Important note: This information sheet contains a summary of basic information on the topic. It is not a substitute for Legal advice. Some provisions of the law referred to may have important exceptions or qualifications. This document may not contain all of the information about the law or the exceptions and qualifications that are relevant to your circumstances. AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2

33 Appendices B. DIRRI Grant 1flørnn I Liquidators' Report to Creditors 16 June

34

35 4 V Grantlhornton An instinct for growth DECLARATION OF INDEPENDENCE, RELEVANT RELATIONSHIPS AND INDEMNITIES GLENN DEFENSE MARINE (AUSTRALIA) PTY LTD (IN LIQUIDATION) ACN ("the Company") This document requires the practitioners appointed to an insolvent entity to make declarations as to: A. their independence generally; B. relationships, including the circumstances of the appointment; II any relationships with the Insolvent and others within the previous 24 months; iii any prior professional set-vices for the Insolvent within the previous 24 months; iv. that there are no other relationships to declare; and C. any indemnities given, or up-front payments made, to the Practitioner. This declaration is made in respect of myself, my partners and Grant Thornton Australia Ltd and is in respect to the Company. A. Independence Graham Killer and I, Michael McCann of Grant Thornton Australia Ltd have undertaken a proper assessment of the risks to our independence prior to accepting the appointment as Official Liquidators in accordance with the law and applicable professional standards. This assessment identified no real or potential risks to our independence. We are not aware of any reasons that would have prevented us from accepting this appointment. B. Declaration of Relationships Circumstances of appointment Graham Killer and I, Michael McCann were appointed Liquidators of Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) pursuant to an Order of the Supreme Court of Queensland on 24January The application to wind up the Company was made byjj Richards & Sons Pty Ltd ('Jj Richards") and we were approached to consent to act as Liquidators by jj Richards' solicitors, CBP Lawyers, on or about 17 October We had initial discussions with representatives of JJ Richards and CBP Lawyers, prior to providing consent to act as Liquidators. Our discussions were in relation to the nature and solvency of the Company. We have provided no other information or advice to the Company, its Director or advisors prior to our appointment as Liquidators, beyond that outlined in this DIRRI. Grant Thornton Australia Linhled ABN Grant Thornton Auclr9a Urrrhud Is rnerrrbur firm whirls Grant Thornton Imemalionad Ltd. Grant Ttrorntorr Inlernationat Ltd and the irrenihur firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services lndependnntty in Australia. Liability limited by a scheme approved under Professional Standards Legislation Our Ref _I Once

36 c? GrantThornton An instinct for growth 11. Relevant Relationships (excluding Professional Services to the Insolvent) Neither we, nor our firm have had relationships with any members of the Company or its representatives within the preceding 24 months Prior Professional services to the Insolvent Neither we not our firm, have provided any professional services to the Company in the previous 24 months. iv. No other relevant relationships to disclose There are no other known relevant relationships, including personal, business and professional relationships, from the previous 24 months with the Company, an associate of the Company, a former insolvency practitioner appointed to the Company or any person or entity that has a charge on the whole or substantially whole of the Company's property that should be disclosed. C. Indemnities and up-front payments We have received no indemnity or up-front payment, other than any indemnities to which we may be entitled under statute. Dated this day of June 2014 A A",, - Michael McCann Graham Killer NOTES: 1. If circumstances change, ui-new information is identified, I am/we are required under the Corporations Act and the IPA Code of Professional Practice to update this Declaration and provide a copy to creditors with my/our next communication as well as table a copy of any replacement declaration at the next meeting of the insolvent's creditors. 2. Any relationships, indemnities or up-front payments disclosed in the DIRRI must not be such that the Practitioner is no longer independent. The purpose of components B and C of the DIRRI is to disclose relationships that, while they do not result in the Practitioner having a conflict of interest or duty, ensure that creditors are aware of those relationships and understand why the Practitioner nevertheless remains independent.

37 Appendices C. Liquidators' remuneration report Grant Thornton I Liquidator,' Report to Creditors 1 16 June

38

39 GrantThornton Glenn Defense Marine (Australia) Ply Ltd (In Liquidation) ACN (the Company) Liquidators' remuneration report 16 June 2014 Michael McCann Partner T E MichaeLMcCannau.gt.com Shane Smith Senior Manager T E Shane.Smithau.gt.com 2014 Grant Thornton I RmuneraIion Report 1 16 June 2014

40 Contents Section 1. Report on progress of administration 2. Declaration and Executive Summary 3. Description of work completed 4. Calculation of remuneration 5. Liquidators future remuneration 6. Statement of remuneration claim 7. Disbursements 8. Summary of receipts and payments 9. Queries and information sheet Page Appendices A. Grant Thornton Disbursement and Charge Out Rates B. Information sheet 2014 Grant Thornton I Remuneration Report 1 16 June

41 Section 1 Report on progress of administration 01. Report on progress [.1 I 02. Declaration and Executive Summary 03. Description of work completed 04. Calculation of remuneration 05. Liquidators future remuneration 06. Statement of remuneration claim 07. Disbursements 08. Summary of receipts and payments 09. Queries and information sheet 2014 Grant Thornton I Remuneration Report 1 16 June 2014

42 Report on progress of administration Glenn Defense Marine Australia Ply Ltd (In Liquidation) Remuneration Request Approval Report Report on Progress of the Administration Please refer to our report to creditors dated 16 June 2014 for a detailed update on the Liquidation Grant Thornton I Remuneration Report 1 16 June

43 Section 2 Declaration and Executive Summary 01. Report on progress of administration r02. DeclarationiiiExecutive Summary 03. Description of work completed 04. Calculation of remuneration 05. Liquidators future remuneration 06. Statement of remuneration claim 07. Disbursements 08. Summary of receipts and payments 09. Queries and information sheet Grin[ Thornton I kcmunctatop Report 1 16 June 2014

44 Declaration and Executive Summary Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Declaration We, Michael McCann and Graham Killer, of Grant Thornton Australia Limited have undertaken a proper assessment of this remuneration claim for our appointment as Liquidators, of the Company, in accordance with the law and applicable professional standards. We are satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the administration. Period Current remuneration approval sought: Liquidation Resolution 1: 24 January 2014 to 31 May 2014 Resolution 2: 1 June 2014 to Finalisation of the Liquidation Total - Liquidation Report reference 3 5 Amount (ex GST) $31,722 $25,000 $56, Grant Thornton I Remuneration Report 16 June 20146

45 Section 3 Description of work completed 01. Report on progress of administration 02. Declaration and Executive Summary '03. Description 04. Calculation of remuneration 05. Liquidators future remuneration 06. Statement of remuneration claim 07. Disbursements 08. Summary of receipts and payments 09. Queries and information sheet Grant Thornton j Rernunerntion Report 1 16 June 2014

46 Description of work completed Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Description of work completed Resolution 1 from 24 January 2014 to 31 May 2014 'The remuneration of the Liquidators and any of the Liquidators partners or emplojiees in performance of services performedfrom 24 January 2014 to 31 Maji 2014 be fixed at '3 1,722 (excluding GST and disbursements) plus any out ofpocket e.penses incurred Approval is given for such amounts approved to be drawn on a month/y basis and should only be drawn to the extent of avcuilablefund.iy' Company Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Practitioner(s) Michael McCann and Graham Killer Firm Grant Thornton Australia Limited Administration type Official Liquidation Period 24 January 2014 to 31 May 2014 Task area Assets (10.9 hours) ($3,525) General description Plant and Equipment Debtors Other Assets Includes Liaising with valuers/auctioneers Reviewing asset listings Review auction prices for plant and equipment Various discussions with valuers regarding access to the company's premises Review asset valuations Review auction reserve listing Correspondence with valuers regarding auction reserves and prices achieved Review Company's MYOB file regarding potential debtors Discussions with former company employees regarding the trading relationship of the debtors Reviewing and assessing debtors Forward correspondence to financial institutions requesting details of any bank accounts held by the Company. Liaise with Westpac Banking Corporation in respect to securing funds held Grant Thornton I Remuneration Report 1 16 June

47 Description of work completed Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Task area Creditors (41.7 hours) ($13,212) General description Creditor Enquiries Creditor reports Dealing with proofs of debt Meeting of creditors Includes Receive and follow up creditor enquiries via telephone Review and prepare correspondence to creditors and their representatives via facsimile, and post Notifying PPSR registered creditors of appointment Preparing reports to petitioning creditor Preparing schedules and analysis for update to the petitioning creditor Responding to petitioning creditor's queries Preparing report to creditors Preparing schedules for report to creditors Review employee entitlements situation Review potential date of insolvency Prepare schedules of potential preference claims Reconstruct company's historical financial reports Review historical financial reports and prepare comments on outstanding issues Prepare estimated outcome statement and receipts and payments schedules for report to creditors Prepare initial remuneration report for creditors Receipting and filing Proofs of Debt when not related to a dividend Corresponding with OSR and ATO regarding Proofs of Debt when not related to a dividend Preparation meeting notices, proxies and advertisements 2014 Grant Thornton I Remuneration Report I 16 June

48 Description of work completed Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Task area Investigation (9.6 hours) ($3,549) Administration (33 hours) ($8,318) General description Conducting investigation ASIC reporting Document maintenance/file review/checklist Insurance Bank account administration Planning/Review Books and records/ storage Includes Collection of company books and records Correspondence with ASIC to receive assistance in obtaining reconstruction of financial statements company's books & records and Report as to Affairs Review Company's MYOB file Reviewing company's books and records Review and preparation of company nature and history Conducting and summarising statutory searches Preparation of comparative financial statements Preparation of deficiency statement Review of specific transactions and liaising with director regarding certain transactions Preparation of investigation file Preparing affidavits seeking non lodgements assistance Liaising with ASIC generally First month administration review Filing of documents File reviews Updating checklists Identification of potential issues requiring attention of insurance specialists Correspondence with Blue Broking regarding initial and ongoing insurance requirements Reviewing insurance policies Preparing correspondence opening and closing accounts Requesting bank statements Bank account reconciliations Correspondence with bank regarding specific transfers Discussions regarding status of administration Dealing with records in storage 2014 Grant Thornton I Remuneratori Reort 1 16 June

49 Description of work completed Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Task area Statutory (10.5 hours) ($3,119) General description Documents of appointment Report as to Affairs ASIC Form 524 and other forms ATO & other statutory reporting Includes Review Filing with ASIC Correspondence to Leonard Francis Discussions and correspondence with David Conn regarding completion of RATA Discussions with former employees regarding details in directors RATA Letter of deponents Directors Questionnaire Filing with ASIC Report to ASIC for non lodgement Preparing and lodging ASIC forms including 505, 524, 911 etc Notification of appointment Preparing BAS' 2014 Grant Thornton I P,emuneralioo Report 1 16 June

50 Section 4 Calculation of remuneration 01. Report on progress of administration 02. Declaration and Executive Summary 03. Description of work completed 05. Liquidators future remuneration 06. Statement of remuneration claim 07. Disbursements 08. Summary of receipts and payments 09. Queries and information sheet 2014 Grunt Thomicri I Remuneration Report 1 16 June 2014

51 Calculation of remuneration Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Resolution 1 from 24 January 2014 to 31 May 2014 ErT1 j3ec Michael McCann Graham Killer Shane Smith Gary Lam Chris Bourke Aaron Previte Sophie Button-Sloan Lynelle Guerin Philippa Salvatierra Tanya Brown GST Po I n Rate Task Area TotalActual Total - - Assets Creditors Investigation - - Administration Statutory Hours Hours $ Hours $ Hours $ Hours $ Hours $ Liquidator , , Liquidator Senior Manager , , , Supervisor , , Accountant , , , , ,647 Accountant Secretary Secretary Secretary Secretary , , , , , , ,119 3,172 rate Grant Thornton I Remuneration Rpori 1 16 June

52 Section 5 Liquidators future remuneration 01. Report on progress of administration 02. Declaration and Executive Summary 03. Description of work completed 04. Calculation of remuneration 06. Statement of remuneration claim 07. Disbursements 08. Summary of receipts and payments 09. Queries and information sheet Grant Thornton I Remuneration Reort 1 16 June 2014

53 Liquidators future remuneration Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Description of work completed/to be completed Resolution 2 from 1 June 2014 to Finalisation "That the remuneration of the Liquidators, their partners and stajffor work carried out in relation to the Liquidation of Glenn Defense Marine (Australia) Ply Ltd (In Liquidation) for the period 1 June 2014 until the completion of the Liquidation be hereby calculated by reference to the current andfuture hoiiry rates of Grant Thornton-Recovey and Reorganisation Services (plus Goods and Services Tax). Such future hourfy rates will increase Ly 10% of the current char ge rates at 1 Ju/y Remuneration is to be capped at 325,000 (plus Goods and Services Tax and disbursements), and should be drawn to the extent of available funds." Company Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Practitioner(s) Michael McCann and Graham Killer Firm Grant Thornton Australia Limited Administration type Official Liquidation Period 1 June 2014 to Finalisation Task area Assets (25.0 hours) ($7,500) General description Debtors Includes Discussions and correspondence with legal advisor regarding potential claim against Glenn Defense Marine Asia Pte Ltd Reviewing and assessing debtor recovery If appropriate, commence recovery action Internal meetings to discuss status of litigation Preparing brief to solicitors Liaising with solicitors regarding recovery actions 2014 Grant Thoretee I Remuneration Report I 10 June

54 Liquidators future remuneration Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Task area Investigation (13.3 hours) ($4,000) Creditors (15.0 hours) ($4,500) General description Conducting investigation ASIC reporting Creditor Enquiries Petitioning creditor Creditor reports Dealing with proofs of debt Meeting of Creditors Includes Reviewing company's books and records Lodgement of investigations with the ASIC Preparation and lodgement of supplementary report if required Preparing statutory investigation reports Liaising with ASIC where appropriate Receive and follow up creditor enquiries via telephone Maintaining creditor enquiry register Review and prepare correspondence to creditors and their representatives via facsimile, and post Correspondence with committee of creditors members (If applicable) Arrange payment of taxed petitioning creditor costs Preparing general reports to creditors Receipting and filing Proofs of Debt when not related to a dividend Preparation meeting notices, proxies and advertisements Forward notice of meeting to all known creditors Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting. Preparation and lodgement minutes of meetings with ASIC Responding to stakeholder queries and questions immediately following meeting Q 2014 Grant Thornton I Remuneration Report 1 16 June

55 Liquidators future remuneration Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Task area Dividend (15.0 hours) ($4,500) Administration (6.7 hours) ($2,000) General description Processing proofs of debt Dividend procedures Correspondence Document maintenance/file review/checklist Bank account administration Finalisation Planning/Review Books and records/ storage Includes Preparation of correspondence to potential creditors inviting lodgement of Proofs of Debt Receipt of Proofs of Debt Maintain Proofs of Debt register Adjudicating Proofs of Debt Request further information from claimants regarding Proofs of Debt Preparation of correspondence to claimant advising outcome of adjudication Preparation of correspondence to creditors advising of intention to declare dividend Advertisement of intention to declare dividend Obtain clearance from ATO to allow distribution of company's assets Preparation of dividend calculation Preparation of correspondence to creditors announcing declaration of dividend Advertise announcement of dividend Preparation of distribution Preparation of dividend file Preparation of payment vouchers to pay dividend Preparation of correspondence to creditors enclosing payment of dividend General Correspondence First month, then 6 monthly administration review Filing of documents File reviews Updating checklists Preparing correspondence opening and closing accounts Requesting bank statements Bank account reconciliations Correspondence with bank regarding specific transfers Notifying ATO of finalisation Cancelling ABN / GST / PAYG registration Completing checklists Finalising WIP Discussions regarding status of administration Dealing with records in storage Sending job files to storage 2014 Granl Thornton I Remuneration Report 1 16 June

56 Liquidators future remuneration Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Task area Statutory (8.3 hours) ($2,500) General description ASIC Form 524 and other forms Includes Preparing and lodging ASIC forms including 505, 524, 911 etc Correspondence with ASIC regarding statutory forms ATO & other statutory reporting Preparing BAS 2014 Grant Thornton I Remuneration ReoO 1 16 June

57 Section 6 Statement of remuneration claim 01. Report on progress of administration 02. Declaration and Executive Summary 03. Description of work completed 04. Calculation of remuneration 05. Liquidators future remuneration 06. Statement of remuneration claim 07. Disbursements 08. Summary of receipts and payments 09. Queries and information sheet 2014 Grant Triornton I Re!I1unraton Report 1 16 June 2014

58 Statement of remuneration claim Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Statement of Remuneration Claim Resolution 1 from 24 January 2014 to 31 May 2014 'The remuneration of the Liquidators and a/y of the Liquidators partners or emplojiees in performance of services performedfrom 24 January 2014 to 31 May 2014 be fixed at $31,722 (excluding GST and disbursements) phis my out ofpocket expenses incurred. Approval is given for such amounts approved to be drawn on a month/y basis and should only be drawn to the extent of available funds." Resolution 2 from 1 June 2014 to Finalisation "That the remuneration of the Liquidators, their partners and stafffor work carried out in relation to the Liquidation of Glenn Defense Marine (Australia) Py Ltd (In Liquidation) for the period 1 June 2014 until the completion of the Liquidation be hereby calculated by reference to the current and future hour/y rates of Grant Thornton-Recovery and Reoiganisation Services (plies Goods and Services Tax). Such future hour/y rates will increase by 10% of the current charge rates at 1 Juiy Remuneration is to be capped at $25, 000 (plus Goods and Services Tax and disbursements,), and should be drawn to the extent of available funds." 2014 Grant Tnornori I Rcmuneraion Repol 1 10 JLne 2'014 20

59 Section 7 Disbursements 01. Report on progress of administration 02. Declaration and Executive Summary 03. Description of work completed 04. Calculation of remuneration 05. Liquidators future remuneration 06. Statement of remuneration claim 07. Disbursements 08. Summary of receipts and payments 09. Queries and information sheet Gran 1Thornn I Remuneration Report 1 16 Juno 2014

60 Disbursements Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Disbursements Disbursements are divided into three types: Externally provided professional services. These are recovered at cost. An example of an externally provided professional service disbursement is legal fees. Externally provided non-professional costs such as travel, accommodation and search fees. These are recovered at cost. Internal disbursements such as photocopying, printing and postage. These disbursements, if charged to the Administration, would generally be charged at cost; though some expenses such as telephone calls, photocopying and printing may be charged at a rate which recoups both variable and fixed costs. The recovery of these costs must be on a reasonable commercial basis. We have undertaken a proper assessment of disbursements claimed for Glenn Defense Marine (Australia) Pty Ltd (In Liquidation), in accordance with the law and applicable professional standards. We are satisfied that the disbursements claimed are necessary and proper. The disbursements identified on the following page have been incurred by the Administration to my firm for the period from 24 January 2014 to 31 May 2014 however, have not yet been paid. Where amounts have been paid to my firm for externally provided services and costs, those payments are in reimbursement of costs previously paid by my firm, either due to a lack of funds in the Administration at the time the payment was due, or the direct invoicing of my firm by the supplier. All of the transactions appear in the receipts and payments listing attached to this report as Appointee Disbursements. Where payments to third parties are paid directly from the Administration bank account, they are only included in the attached listing of receipts and payments t 2014 Grnril Thornton I Remuneration Report 1 16 June

61 Disbursements Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Basis of disbursement claim Disbursement paid 24 January 2014 to 31 May 2014 Internal disbursements Mail redirection Postage and facsimile Total Total (Exc. GST) $ $10.96 $ Future disbursements provided by my firm will be charged to the administration on the following basis: Internal disbursement Courier Faxes & Photocopies Postage Rate (Exc. GST) At Cost At Cost At Cost Rates applicable for financial year ending 30 June Grant Thornion I Remuneration Repoil 1 16 June

62 Section 8 Summary of receipts and payments 01. Report on progress of administration 02. Declaration and Executive Summary 03. Description of work completed 04. Calculation of remuneration 05. Liquidators future remuneration 06. Statement of remuneration claim 07. Disbursements [ii;i. receiptsandipayments09. iii Queries and information sheet 2014 Grant Thornton F Remuneration Report 1 16 June 2014

63 Summary of receipts and payments Glenn Defense Marine (Australia) Ply Ltd (Ilin Liquidation) Remuneration Request Approval Report Summary of Receipts and Payments as at 31 May Grant Thornton I Rernuneraori Rej June

64 Section 9 Queries and information sheet 01. Report on progress of administration 02. Declaration and Executive Summary 03. Description of work completed 04. Calculation of remuneration 05. Liquidators future remuneration 06. Statement of remuneration claim 07. Disbursements 08. Summary of receipts and payments 09. information sheet 2014 Grant Thornton I Remunerahon Report 1 16 June 2014

65 Queries and information sheet Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Remuneration Request Approval Report Queries Arrangements can be made to inspect the time and costs records which give greater detail of the work performed by contacting Chris Bourke of this office on We would appreciate it if this could be done no later than 2:00pm on 30 June 2014 to allow sufficient time for a review of the information. Information Sheet The ASIC Creditors' Information Sheet (INFO 85) that outlines further information regarding the remuneration approval and payment process can be obtained from the following web address: G 2014 Grant Thornton I Rernuneraton Report 1 16 June

66 Appendices A A. Grant Thornton Disbursement and Charge out Rates B. Information Sheet 2014 Grant Thornton I Remuneration Report 1 16 June 2014

67 Appendices Remuneration Methods There are four basic methods that can be used to calculate the remuneration charged by an Insolvency Practitioner. They are: Time based I Hourly rates This is the most common method. The total fee charged is based on the hourly rate charged for each person who carried out the work multiplied by the number of hours spent by each person on each of the tasks performed. Fixed Fee The total fee charged is normally quoted at the commencement of the administration and is the total cost for the administration. Sometimes a practitioner will finalise an administration for a fixed fee. Percentage The total fee charged is based on a percentage of a particular variable, such as the gross proceeds of assets realisations. Contingency The practitioner's fee is structured to be contingent on a particular outcome being achieved. Method Chosen Given the nature of this administration, we propose that our remuneration be calculated on the time based method. In our opinion, this is the fairest method for the following reasons: - We will only be paid for work done, subject to sufficient realisations of the Company assets. - It ensures creditors are only charged for work that is performed. Our time is recorded and charged in six minute increments and staff are allocated to duties according to their relevant experience and qualifications. - We are required to perform a number of tasks which do not relate to the realisation of assets, e.g. responding to creditor enquiries, reporting to the ASIC, distributing funds in accordance with the provisions of the Corporations Act Grant Thornton I Remuneraton Report 1 16 June

68 Appendices Explanation of Hourly Rates The rates for our remuneration calculation are set out in the following table together with a general guide showing the qualifications and experience of staff engaged in the administration and the role they take in the administration. The hourly rates charged encompass the total cost of providing professional services and should not be compared to an hourly wage. Hourly rate (Exc. GST) Title Liquidator Associate Director Senior Manager Manager Supervisor/ Assistant Manager Senior Accountant Graduate Undergraduate Secretary Junior Description of title Registered Liquidator! Trustee. Partner bringing specialist skills to Administrations and Insolvency matters. Controlling all matters relating to the assignment. Qualified accountant (CA/CPA) and may be a registered Liquidator/Trustee. Minimum 7/8+ years' experience. Likely to be appointed as a director in due course. Highly advanced technical and commercial skills. Planning and control of all Administration and Insolvency tasks. Controlling substantial matters relating to the assignment and reporting to the appointee. Qualified accountant (CA/CPA) years' experience. Well developed technical and commercial skills. Planning and control of all Administration and Insolvency tasks. Controlling substantial matters relating to the assignment and reporting to the appointee. Typically CA/CPA Qualified. 5-8 years' experience. Well developed technical and commercial skills. Planning and control of Administration and Insolvency tasks with the assistance of the appointee. Typically CA/CPA Qualified. 4+ years' experience. Co-ordinates planning and control of small to medium Administrations and Insolvency tasks. Conducts certain aspects of larger Administrations. Typically CA/CPA Qualified. 3-5 years' experience. Required to control the fieldwork on Administrations and Insolvency tasks. Typically undertaking CA/CPA Qualifications. Up to 3 years' experience. Required to conduct the fieldwork on smaller Administrations and Insolvency tasks and assist with fieldwork on medium to large Administrations and Insolvency tasks. Typically less than 1 years' experience. Required to assist with the day to day fieldwork on Administrations and Insolvency tasks under the supervision of intermediate and senior staff. Typically less than 1 years' experience, usually working part time whilst studying a university undergraduate qualification. Required to assist with the day to day fieldwork on Administrations and Insolvency tasks under the supervision of intermediate and senior staff. Carries out all secretarial functions relating to an Administration. Typically a school leaver with limited experience. Provides general administrative support. (QL.D) $550 $495 $450 $405 $365 $330 $270 $230 $190 $175 $ Grant Thornton I RamunuraLon RepoO 1 16 June

69 Appendices Disbursements Disbursements are divided into three types: Externally provided professional services - these are recovered at cost. An example of an externally provided professional service disbursement is legal fees. Externally provided non-professional costs such as travel, accommodation and search fees - these are recovered at cost. Internal disbursements such as photocopying, printing and postage. These disbursements, if charged to the Administration, would generally be charged at cost; though some expenses such as telephone calls, photocopying and printing may be charged at a rate which recoups both variable and fixed costs. The recovery of these costs must be on a reasonable commercial basis. We are not required to seek creditor approval for disbursements, but must account to creditors. Details of the basis of recovering internal disbursements in this administration are provided below. Full details of any actual costs incurred will be provided with future reporting. Basis of disbursement claim Internal Disbursements Advertising Binding Courier Faxes & Photocopies Postage Rate (Exci GST) At Cost At Cost At Cost At Cost At Cost 2014 Grant Thornton I Remuneration Report 1 16 June

70 Appendices B A. Grant Thornton Disbursement and Charge out Rates B. Information Sheet 2014 Grant Thornton I Ramunerahon Report 1 16 Jure 01'

71 SN 9 RA ASIC Australian Securities & Investments Commission,NrrCf\,ATrON SH!TET 85 Approving fees: a guide for creditors If a company is in-financial difficulty, it can be put under the control of an independent external administrator. This information sheet gives general information for creditors on the approval of an external administrator's fees in a liquidation of an insolvent company, voluntary administration or deed of company arrangement (other forms of external administration are not discussed in this information sheet). It outlines the rights that creditors have in the approval process. Entitlement to fees and costs A liquidator, voluntary administrator or deed administrator (i.e. an 'external administrator') is entitled to be: paid reasonablefees, or remuneration, for the work they perform, once these fees have been approved by a creditors' committee, creditors or a court, and reimbursed for out-of-pocket costs incurred in performing their role (these costs do not need creditors' committee, creditor or court approval). External administrators are only entitled to an amount of fees that is reasonable for the work that they and their staff properly perform in the external administration. What is reasonable will depend on the type of external administration and the issues that need to be resolved. Some are straightforward, while others are more complex. External administrators must undertake some tasks that may not directly benefit creditors. These include reporting potential breaches of the law and lodging a detailed listing of receipts and payments with ASIC every six months. The external administrator is entitled to be paid for completing these statutory tasks. For more on the tasks involved, see ASIC's information sheets INFO 45 Liquidation: a guide for creditors and INFO 74 Voluntaiy administration: a guide for creditors. Out-of-pocket costs that are commonly reimbursed include: Important note: This information sheet contains a summary of basic information on the topic. It is not a substitute for legal advice. Some provisions of the law referred to may have important exceptions or qualifications. This document may not contain all of the information about the law or the exceptions and qualifications that are relevant to your circumstances. You will need a qualified professional adviser to take into account your particular circumstances and to tell you how the law applies to you. Australian Securities & Investments Commission, December 2008 Page 1 of 5

72 APPROVING FEES: A GUIDE FOR CREDITORS legal fees valuer's, real estate agent's and auctioneer's fees stationery, photocopying, telephone and postage costs retrieval costs for recovering the company's computer records, and storage costs for the company's books and records. Creditors have a direct interest in the level of fees and costs, as the external administrator will, generally, be paid from the company's available assets before any payments to creditors. If there are not enough assets, the external administrator may have arranged for a third party to pay any shortfall. As a creditor, you should receive details of such an arrangement. If there are not enough assets to pay the fees and costs, and there is no third party payment arrangement, any shortfall is not paid. Who may approve fees Who may approve fees depends on the type of external administration: see Table 1. The external administrator must provide sufficient information to enable the relevant decision-making body to assess whether the fees are reasonable. Table 1: Who may approve fees Creditors' committee Creditors Court Administrator in a voluntary administration Vt' V. V. Administrator of a deed of company arrangement Creditors' voluntary liquidator Vt' V.' Vt V.5 Vt X3 Court-appointed liquidator Vt' Vt4, V.2 If there is one. 2 If there is no approval by the committee or the creditors. Unless an application is made for a fee review. If there is no creditors' committee or the committee fails to approve the fees. If insufficient creditors turn up to the meeting called by the liquidator to approve fees, the liquidator is entitled to be paid up to a maximum of $5000, or more if specified in the Corporations Regulations Creditors' committee approval If there is a creditors' committee, members are chosen by a vote of creditors as a whole. In approving the fees, the members represent the interests of all the creditors, not just their own individual interests. There is not a creditors' committee in every external administration. A creditors' committee makes its decision by a majority in number of its members present at a meeting, but it can only act if a majority of its members attend. To find out more about creditors' committees and how they are formed, see ASTC's information sheets INFO 45 Liquidation: a guide for creditors, INFO 74 Voluntaiy administration: a guide for creditors and INFO 41 Insolvency: a glossa.y of terms. Creditors' approval Creditors approve fees by passing a resolution at a creditors' meeting. Unless creditors call for a poll, the resolution is passed if a simple majority of creditors present and voting, in person or by proxy, AustraUan Securities & Investments Commission, December 2008 Visit our website: Page 2 of 5

73 APPROVING FEES: A GUIDE FOR CREDITORS indicate that they agree to the resolution. Unlike where acting as committee members, creditors may vote according to their individual interests. If a poll is taken, rather than a vote being decided on the voices or by a show of hands, a majority in number and value of creditors present and voting must agree. A poll requires the votes of each creditor to be recorded. A separate resolution of creditors is required for approving fees for an administrator in a voluntary administration and an administrator of a deed of company arrangement, even if the administrator is the same person in both administrations. A proxy is where a creditor appoints someone else to represent them at a creditors' meeting and to vote on their behalf. A proxy can be either a general proxy or a special proxy. A general proxy allows the person holding the proxy to vote as they wish on a resolution, while a special proxy directs the proxy holder to vote in a particular way. A creditor will sometimes appoint the external administrator as a proxy to vote on the creditor's behalf. An external administrator, their partners or staff must not use a general proxy to vote on approval of their fees; they must hold a special proxy in order to do this. They must vote all special proxies as directed, even those against approval of their fees. Calculation of fees Fees may be calculated using one of a number of different methods, such as: on the basis of time spent by the external administrator and their staff a quotedfixedfie, based on an upfront estimate, or a percentage of asset realisations. Charging on a time basis is the most common method. External administrators have a scale of hourly rates, with different rates for each category of staff working on the external administration, including the external administrator. If the external administrator intends to charge on a time basis, you should receive a copy of these hourly rates soon after their appointment and before you are asked to approve the fees. The external administrator and their staff will record the time taken for the various tasks involved, and a record will be kept of the nature of the work performed. It is important to note that the hourly rates do not represent an hourly wage for the external administrator and their staff. The external administrator is running a business an insolvency practice and the hourly rates will be based on the cost of running the business, including overheads such as rent for business premises, utilities, wages and superannuation for staff who are not charged out at an hourly rate (such as personal assistants), information technology support, office equipment and supplies, insurances, taxes, and a profit. External administrators are professionals who are required to have qualifications and experience, be independent and maintain up-to-date skills. Many of the costs of running an insolvency practice are fixed costs that must be paid, even if there are insufficient assets available to pay the external administrator for their services. External administrators compete for work and their rates should reflect this. These are all matters that committee members or creditors should be aware of when considering the fees presented. However, regardless of these matters, creditors have a right to question the external administrator about the fees and whether the rates are negotiable. It is up to the external administrator to justify why the method chosen for calculating fees is an appropriate method for the particular external administration. As a creditor, you also have a right to question the external administrator about the calculation method used and how the calculation was made. Australian Securities & Investments Commission, December 2008 Visit our wobsite: Page 3 of 5

74 APPROVING FEES: A GUIDE FOR CREDITORS Report on proposed fees When seeking approval of fees, the external administrator must send committee members/creditors a report with the notice of meeting setting out: information that will enable the committee members/creditors to make an informed assessment of whether the proposed fees are reasonable a summary description of the major tasks performed, or to be performed, and the costs associated with each of these tasks. Committee members/creditors may be asked to approve fees for work already performed or based on an estimate of work yet to be carried out. If the work is yet to be carried out, it is advisable to set a maximum limit ('cap') on the amount that the external administrator may receive. For example, future fees calculated according to time spent may be approved on the basis of the number of hours worked at the rates charged (as set out in the provided rate scale) up to a cap of $X. If the work involved then exceeds this figure, the external administrator will have to ask the creditors' committee/creditors to approve a further amount of fees, after accounting for the fees already incurred. Deciding if fees are reasonable If asked to approve an amount of fees either as a committee member or by resolution at a creditors' meeting, your task is to decide if that amount of fees is reasonable, given the work carried out in the external administration and the results of that work. You may find the following information from the external administrator useful in deciding if the fees claimed are reasonable: the method used to calculate fees the major tasks that have been performed, or are likely to be performed, for the fees the fees/estimated fees (as applicable) for each of the major tasks the size and complexity (or otherwise) of the external administration the amount of fees (if any) that have previously been approved if the fees are calculated, in whole or in part, on a time basis: the period over which the work was, or is likely to be performed if the fees are for work that has already been carried out, the time spent by each level of staff on each of the major tasks if the fees are for work that is yet to be carried out, whether the fees are capped. If you need more information about fees than is provided in the external administrator's report, you should let them know before the meeting at which fees will be voted on. What can you do if you think the fees are not reasonable? If you do not think the fees being claimed are reasonable, you should raise your concerns with the external administrator. It is your decision whether to vote in favour of, or against, a resolution to approve fees. Generally, if fees are approved by a creditors' committee/creditors and you wish to challenge this decision, you may apply to the court and ask the court to review the fees. Special rules apply to court liquidations. You may wish to seek your own legal advice if you are considering applying for a court review of the fees. Australian Securities & Investments Commission, December 2008 Visit our website: www,asic,gov.au Page 4 of 5

75 APPROVING FEES: A GUIDE FOR CREDITORS Reimbursement of out-of-pocket costs An external administrator should be very careful incurring costs that must be paid from the external administration as careful as if they were dealing with their own money. Their report on fees should also include information on the out-of-pocket costs of the external administration. If you have questions about any of these costs, you should ask the external administrator and, if necessary, bring it up at a creditors' committee/creditors' meeting. If you are still concerned, you have the right to ask the court to review the costs. Queries and complaints You should first raise any queries or complaints with the external administrator. If this fails to resolve your concerns, including any concerns about their conduct, you can lodge a complaint with ASIC at or write to: ASIC Complaints P0 Box 9149 T1tARALGON VIC 3844 ASIC will usually not become involved in matters of commercial judgement by an external administrator. Complaints against companies and their officers can also be made to ASIC. For other enquiries, ASIC through infoline@asic.gov.au, or call ASIC's Infoliiie on for the cost of a local call. To find out more For an explanation of terms used in this information sheet, see ASIC's information sheet INFO 41 Insolvency: a glossrn-v o f ter,ns. For more on external administration, see ASIC's related information sheets at INFO 74 Voluntary administration: a guide for creditors INFO 75 Voluntary administration: a guide for employees INFO 45 Liquidation: a guide,for creditors INFO 46 Liquidation. a guide for employees INFO 54 Receivership: a guide for ci-editors INFO 55 Receivership: a guide for employees INFO 43 Insolvency: a guide for shareholders INFO 42 Insolvency: a guide for directors INFO 84 Independence of external administrators: a guide for creditors These are also available from the Insolvency Practitioners Association (IPA) website at The IPA website also contains the WA's Code of Professional Practice for Insolvency Professionals, which applies to IPA members. Australian Securities & Investments Commission, December 2008 Visit our website: Page 5 of 5

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77 Appendices D. Notice of meeting of creditors Grant Thornton I Liquidators' Report to Creditors 1 16 June

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79 FORM 529 Subregulation (2) Corporations Act 2001 ACN: NOTICE OF MEETING GLENN DEFENSE MARINE (AUSTRALIA) PTY LTD (IN LIQUIDATION) ("the Company") Graham Robert Killer and I were appointed Joint and Several Official Liquidators of the Company on 24January Notice is hereby given that a meeting of the creditors of the Company will be held at Grant Thornton Offices, Level 18, 145 Ann Street, Brisbane QLD 4000, on 4 July 2014 at 10:00 AM. The purpose of the meeting is to consider: 1. The Report as to Affairs submitted by the directors. 2. Fix the remuneration of the Liquidator. 3. Consider the future remuneration of the Liquidator 4. Authorise the Joint and Several Liquidators to destroy the books and records of the Company within a period of six (6) months after dissolution of the Company. Dated this 1611, day ofjune A, A _ Michael Gerard Mccann Joint and Several Official Liquidator

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81 Appendices E. Proof of debt form Grant Thornton I bquators Report to Creditors 1 16 June

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83 ACN FORM 535 Corporations Act (2001) Subregulation (2) FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Official Liquidators of Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) This is to state that the company was on 24 January 2014 (date of court order in winding up by the Court, or date of resolution to wind up, (fa voluntary winding up), and still is, justly and truly indebted to: (full name and address of the creditor and, if applicable, the creditor partners. Ifprepared by an employee or agent of the creditor, also insert a description of the occupation of the creditor) for $ and cents. Date Consideration (state how the Amount Remarks (include details of Debt arose) $ c voucher substantiating payment 2. To my knowledge or belief the creditor has not, nor has any person by the creditor's order, had or received any satisfaction or security for the sum or any part of it except for the following: (insert particulars of all securities held. If the securities are on the property of the company, assess the value of those securities. If any bills or other negotiable securities are held, show them in a schedule in the following form,). Date Drawer Acceptor Amount $c Due Date *3 I am employed by the creditor and authorised in writing by the creditor to make this statement. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied. *3 I am the creditor's agent authorised in writing to make this statement in writing. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied. Signature Occupation: Address Dated *Do not complete if this proof is made by the creditor personally.

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85 Appendices F. Proxy form Grant Thornton I Ltwdators Report to Creditorn 1 16 June

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87 FORM 532 CQrpora/ionsAct 2001 Regulation 5.6,29 Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) ACN: (the Company) APPOINTMENT OF PROXY I/\Ve (1) of a creditor/member of Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) appoint (2) or in his/her absence 3) as my/our general/special proxy to vote at the meeting of creditors to be held on 4July 2014 at 10:00 AM or at any adjournment of that meethg. Resolution Type For Against Abstain "That the remuneration of the Liquidators, their partners and staff for work carried Ordinary out in relation to the Liquidation of Glenn Defense Marine (Australia) Pty Ltd an Liquidation) for the period 24 January 2014 to 31 May 2014, be hereby calculated on a time basis and by reference to the hourly rates of Grant Thornton - Recovery & Reorganisation Services, Such remuneration is to be $31,722 plus GST and disbursements, and should be drawn to the extent of available funds," "That the remuneration of the Liquidators, their partners and staff for work carried Ordinary o 0 0 out in relation to the Liquidation of Glenn Defense Marine (Australia) Pty Ltd an Liquidation be hereby calculated by reference to the current and future hourly rates of Grant Thornton-Recovery and Reorganisation Services. Such future hourly rates will increase by 10% of the current charge rates at 1 July Such remuneration for the period 1 June 2014 to Finalisation of the Liquidation be capped at $25,000 plus GST and disbursements and may be drawn to the extent of available funds." DATED this day of (4) Signature CERTIFICATE OF WITNESS - only complete if the person given the proxy is blind or incapable of writing. I, of certify that the above instrument appointing a proxy was completed by me in the presence of and at the request of the person appointing the proxy and read to him before he attached his signature or mark to the instrument. DATED this day of Signature of witness Description Place of residence

88 Notes: (1) If a firm strike out "I" and set out the full name of the firm. (2) Insert the name of the person appointed. (3) If a special proxy, "add the words 'to Vote for' or the words 'to vote against' and specify the particular resolution". (4) If the creditor is a sole trader, sign in accordance with the following example: "A.B., proprietor". If the creditor is a partnership, sign in accordance with the following example: "A.B., a partner of the said firm." If the creditor is a company, then the form of proxy must be under its Common Seal or under the hand of some officer duly authorised in that capacity, and the fact that the officer is so authorised must be stated in accordance with the following example: "for the company, A.B." (duly authorised under the Seal of the Company). Proxy forms should have been completed and returned by no later than 5:00 PM on 3 July 2014 to be eligible to vote at the meeting. RETURN TO: of care of Glenn Defense Marine (Australia) Pty Ltd (In Liquidation) Grant Thornton Australia Limited Address: GPO Box 1008, Brisbane QLD 4001 Phone: (07) Fax: (07)