IN THE MATTER OF Paladin Energy Limited (Subject to Deed of Company Arrangement)

Transcription

1 Filed: 12 December :53 AM Form 2 D0000XSPFJ ORIGINATING PROCESS COVERSHEET AND ACKNOWLEDGEMENT IN THE MATTER OF Paladin Energy Limited (Subject to Deed of Company Arrangement) COURT DETAILS Court Supreme Court of NSW Division Equity List Corporations List Registry Supreme Court Sydney Case number 2017/ TITLE OF PROCEEDINGS First Plaintiff Matthew David Woods FILING DETAILS Filed for Matthew David Woods, Plaintiff 1 Legal representative Timothy Michael Klineberg Legal representative reference Telephone Your reference Paladin HEARING DETAILS This application will be heard at Supreme Court Sydney on 29 January 2018 at 10:00 AM ATTACHMENT DETAILS In accordance with Part 3 of the UCPR, this coversheet confirms that both the Originating process (Corporations Law) Other, along with any other documents listed below, were filed by the Court. Corporations Law Originating Process (Form 2) (Paladin - 444GA Originating Process.pdf) Other supporting documents (e.g. Affidavit of Search/Authority to Act) (Affidavit of Rodney Rex Somes affirmed 11 December 2017 (exluding RRS1 u...pdf) [attach.] tklineb002 Page 1 of 1

2 Filed: 12/12/ :53 AM IN THE SUPREME COURT OF NEW SOUTH WALES No of 2017 DIVISION: EQUITY REGISTRY: SYDNEY IN THE MATTER OF PALADIN ENERGY LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN: MATTHEW DAVID WOODS, HAYDEN LEIGH WHITE AND GAYLE DICKERSON IN THEIR CAPACITIES AS JOINT AND SEVERAL DEED ADMINISTRATORS OF PALADIN ENERGY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN Plaintiffs A. DETAILS OF APPLICATION ORIGINATING PROCESS This application is made under sections 444GA and 447A of the Corporations Act 2001 (Cth) (Corporations Act) and clause of the Insolvency Practice Schedule (Corporations) set out in Schedule 2 of the Corporations Act (Insolvency Practice Schedule). The Plaintiffs in their capacities as joint and several administrators of the deed of company arrangement dated 8 December 2017 (DOCA) executed by Paladin Energy Limited ACN (Subject to Deed of Company Arrangement) (Paladin), at Tab 16 of Exhibit MDW-1 to the affidavit of Matthew David Woods sworn 11 December 2017, seek orders pursuant to section 444GA(1)(b) of the Corporations Act to transfer 98% of the fully paid ordinary shares in the capital of Paladin to the Trustees (as defined in the DOCA), in accordance with the terms of the DOCA. On the facts stated in the supporting affidavit of Matthew David Woods sworn 11 December 2017, the Plaintiffs claim orders that: 1 Pursuant to section 444GA(1)(b) of the Corporations Act the Plaintiffs jointly and severally have leave to transfer 98% of the fully paid ordinary shares in the capital of Paladin (Shares) from the members (as defined by the Corporations Act) of Paladin (Members), to John Zeckendorf, Matthew David Woods and Hayden Leigh White, to be held by them as trustees (the Trustees) in accordance with the terms of the DOCA.

3 2 Pursuant to section 447A(1) of the Corporations Act and clause 90-15(1) of the Insolvency Practice Schedule, any of the Plaintiffs may jointly or severally: (a) execute on behalf of the Members share transfer forms and any other documents ancillary or incidental to effecting the transfer referred to in Order 1; and (b) enter or procure the entry of the name of each Trustee (as relevant) in the Share register for Paladin in respect of all Shares transferred to each Trustee in accordance with Order 1. 3 Any persons who are entitled to oppose this application pursuant to section 444GA(2) of the Corporations Act may apply to be joined as a defendant to this proceeding by no later than 19 December By 20 December 2017, the Plaintiffs file any further evidence upon which they intend to rely, including any supplementary affidavit deposing as to any correspondence or communications received by the Plaintiffs from any person who is entitled to oppose this application pursuant to section 444GA(2) of the Corporations Act and any responsive correspondence or communications from the Plaintiffs. 5 This application be listed for hearing on 21 December 2017 or such other date as the Court thinks fit. 6 The Administrators costs of and incidental to this application be costs and expenses of the DOCA. 7 Pursuant to section 7(b) of the Court Suppression and Non-Publication Orders Act 2010 (NSW), the affidavit of Matthew David Woods sworn 11 December 2017 be kept confidential and placed in a sealed envelope in a file marked Not to be opened with an order of the Court or a Judge, on the grounds that the order is necessary to prevent prejudice to the proper administration of justice and it is otherwise necessary in the public interest for the order to be made and that public interest significantly outweighs the public interest in open justice. AND 8 Any other order as this Honourable Court considers fit.

4 Date: 11 DECEMBER 2017 Timothyklir ineberg ales King $,tffiood Mallesons Scliciffirs for the Plaintiffs This application will be heard by Justice Black at the Supreme Court, Law Courts Building Queens Square Sydney at...,...*arfil*pm on B. NOTICE TO DETtrNDAI\TT(S) OT ANT) TO: If you or your legal practitioner do not appear before the Court at the time shown above, the application may be dealt with, and an order made, in your absence. As soon after that time as the business ofthe Court will allow, any ofthe following may happen: (a) the application may be heard and final relief given; (b) directions may be given for the future conduct of the proceeding; (c) any interlocutory application may be heard. Before appearing before the Couri you must file a notice of appearance, in the prescribed form, in the Reglstry and serve a aopy of it on the plaintiff. Note:Ulldieris the Court otherwise orders, a defendant that is a corporation must be represented at a hearing by a legal practitioner. It may be represented at a hearing by a director of the corporation only if the Court grants leave. C. APPLICATIONTORWINDING UP ON GROT}ND OT INSOLYENCY Not applicable.

5 D. FILING Date of filing: This originating process is filed by Timothy Michael Klineberg for the plaintiff. E. SERVICE The Plaintiffs address for service is: c/- King & Wood Mallesons Level 61, Governor Phillip Tower 1 Farrer Place SYDNEY NSW 2000 DX 113 Attn: Tim Klineberg / Gavin Rakoczy It is not intended to serve a copy of this originating process on any person. A copy of this originating process will be made available to Members of Paladin, creditors of Paladin and provided to ASIC.

6 Filed: 12/12/ :53 AM IN THE SUPREME COURT OF NEW SOUTH WALES No. of 2017 DIVISION: EQUITY REGISTRY: SYDNEY IN THE MATTER OF PALADIN ENERGY LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN: MATTHEW DAVID WOODS, HAYDEN LEIGH WHITE AND GAYLE DICKERSON IN THEIR CAPACITIES AS JOINT AND SEVERAL DEED ADMINISTRATORS OF PALADIN ENERGY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN Plaintiffs AFFIDAVIT OF RODNEY REX SOMES On 11 December 2017 I, Rodney Rex Somes, of care of Computershare Investor Services Pty Limited, Level 11, 172 St Georges Terrace, Perth in the State of Western Australia, Relationship Manager in Investor Services, solemnly and sincerely affirm that: 1 I am a Relationship Manager in Investor Services at Computershare Investor Services Pty Limited (Computershare) ABN , the share registry of Paladin Energy Limited (subject to deed of company arrangement) (PEL). 2 I make this affidavit in connection with an application by the Plaintiffs for, among other orders, orders under section 444GA of the Corporations Act 2001 (Cth) (Act) for the transfer of 98% of the issued shares of PEL to various parties, primarily comprising bondholders of PEL and Electricite de France S.A., pursuant to a deed of company arrangement for PEL (DOCA). 3 I affirm this affidavit from my own knowledge, unless otherwise stated. Where statements are not made from my own knowledge they are made to the best of my knowledge and belief after due inquiry. Filed on behalf of the Plaintiffs by: KING & WOOD MALLESONS Level 61 Governor Phillip Tower 1 Fairer Place Sydney NSW DX 113 SYDNEY T F rjl// Ref: TMK/GRA Matter no:

7 A. Experience 4 I have held the position of Manager of Investor Services at Computershare for 11 years. I have worked at Computershare for 11 years, and have otherwise been involved in the financial services industry for 30 years. B. Background 5 Since March 1994, Computershare has maintained and administered the share register of PEL (Register). The Register is maintained on a computer system at Computershare. 6 The Register records: (a) (b) (c) (d) (e) (f) the name of each holder of PEL s ordinary shares (Shareholder); a unique security holder reference number for each Shareholder, being either a security reference number or holder identification number; the number of shares in PEL held by each Shareholder; the postal address for each Shareholder; whether each Shareholder has elected to receive communications from PEL electronically and, if so, the nominated address for that purpose; and Shareholders flagged as Returned Mail shareholders, who have previously had mail sent to their last updated postal address by Computershare and that mail has been returned (Returned Mail Shareholders). 7 Computershare updates the Register with details of which Shareholders have elected to receive communications from PEL electronically as and when PEL/Computershare receives notification from Shareholders to that effect. 8 On 5 December 2017,1 reviewed a registry listing of the Register, as updated at close of business on 4 December A true copy of that registry listing is included on the USB which is produced to me and marked RRS-1 (USB). 9 As at close of business on 4 December 2017, PEL had a total of 25,768 Shareholders, of whom: (a) (b) 10,278 had elected to receive communications from PEL electronically; 15,490 had not elected to receive communications from PEL electronically, but had a postal address recorded on the Register; and (c) 860 were Returned Mail Shareholders.

8 10 As at the date of this affidavit, the composition of Shareholders on the Register has not changed since close of business on 4 December c. C Canadian Sub-Register PEL s shares were delisted from the Toronto Stock Exchange (TSX) effective 10 August PEL still maintains a sub-register for those delisted shares in Canada (Canadian Sub- Register). The Canadian Sub-Register is presently maintained on a computer system held by Computershare Investor Services Inc., a related entity of Computershare, in Canada. Both Computershare and Computershare Investor Services Inc. are wholly owned subsidiaries of Computershare Limited. Like the Register, the Canadian Sub-Register records: (a) (b) (c) (d) (e) the name of each holder of PEL s ordinary shares (TSX Shareholder); a unique security holder reference number for each TSX Shareholder, being either a security reference number or holder identification number; the number of shares in PEL held by each TSX Shareholder; the postal address for each TSX Shareholder; and whether each TSX Shareholder has elected to receive communications from PEL electronically D. 17 On 6 December 2017,1 reviewed a registry listing of the Canadian Sub-Register, as updated at close of business (Toronto time) on 5 December A true copy of that registry listing is included on the USB. As at close of business on 5 December 2017, there were 23 TSX Shareholders. As at the date of this affidavit, the composition of the TSX Shareholders on the Canadian Sub- Register has not changed since close of business on 5 December Notification Letter and Broadcast On 5 December 2017, David Jewkes of King & Wood Mallesons, the solicitors for the Plaintiffs: (a) ed a template letter that had been approved by the Plaintiffs for dispatch to all Shareholders and TSX Shareholders giving notice of the proposed restructure under the DOCA and this application (Notification Letter); 3

9 (b) instructed me to effect dispatch of the Notification Letter: (i) (ii) (iii) (iv) to Shareholders who had elected to receive communications from PEL electronically ( Recipients), by to their address as recorded on the Register; to Shareholders who had not elected to receive communications from PEL electronically (Postal Recipients), by priority prepaid post to their postal address as recorded on the Register; to Recipients in respect of which an failure notification had been received after they had been sent a copy of the Notification Letter by , by priority prepaid post to their postal address as recorded on the Register and Canadian Sub-register; and to TSX Shareholders, by post to their postal address as recorded on the Canadian Sub-register. 18 For the purposes of ing the Notification Letter to the Recipients, I created an broadcast template using the wording of the Notification Letter ( Broadcast). 19 The Notification Letter and Broadcast: (a) (b) (c) provided an overview of the Plaintiffs application pursuant to section 444GA; included information concerning the proceeding, including the tentative dates for the directions hearing (12 December 2017) and final hearing (21 December 2017); contained links to webpages where Shareholders and TSX Shareholders could access and download an electronic version of: (i) (ii) the report sent to the creditors of PEL in accordance with section 439A of the Act and rule of the Insolvency Practice Rules (Corporations) 2016 ahead of the second meeting of creditors of PEL; and an explanatory statement describing the section 444GA process, including a copy of the independent expert report prepared by PPB Corporate Finance Pty Ltd; and t4-<f 4

10 (d) invited Shareholders and TSX Shareholders to contact the Plaintiffs in relation to any concerns or questions in relation to the section 444GA application and advised how to communicate any objections or an intention to appear at the hearing of the application. 20 True copies of the Notification Letter and the Broadcast are annexed hereto and marked RRS-2. Dispatch of Notification Letter and Broadcast 21 On 5 December 2017, I ed the Broadcast to each of the Recipients. Annexed hereto and marked RRS-3 is a true copy of an electronic report confirming release of the Broadcast. 22 On 6 December 2017,1 caused a copy of the Notification Letter to be sent by priority prepaid post to each of the Postal Recipients, including Returned Mail Shareholders. 23 The printing of the Notification Letter, folding of the Notification Letter, production of addressed envelopes and lodgement of the envelopes containing the Notification Letter with Australia Post, was handled by Computershare s usual printing contractor, Zipform Pty Ltd. Annexed hereto and marked RRS-4 is a true copy of an invoice report confirming lodgement of 15,490 articles with Australia Post. 24 As at the time of swearing this affidavit, I am not aware of any of the posted Notification Letters being returned. However, it is likely that the Notification Letters posted to the Returned Mail Shareholders, comprising 860 of the Shareholders, will be returned or fail to be delivered. Unless Returned Mail Shareholders provide an updated address to Computershare or PEL, there is no alternative way for Computershare to effect delivery of the Notification Letter to those Shareholders. 25 On 6 December 2017,1 also caused a copy of the Notification Letter to be sent by express and priority prepaid post to each of the 143 Recipients in respect of which an failure notification had been received by Computershare after release of the Broadcast. Annexed hereto and marked RRS-5 is a true copy of an invoice for lodgement of 143 articles with Australia Post. 26 In the case of Notification Letters sent to TSX Shareholders on the Canadian Sub-register, I am informed by Roxanne Parsaud, Relationship Manager at the Toronto office of Computershare Investor Services Inc., and I verily believe that the Notification Letters were dispatched on 6 December 2017 under her supervision, using Canada postal service. Annexed hereto and marked RRS-6 is a true copy of an sent to Ms Parsaud confirming that

11 Notification Letters have been dispatched to the TSX Shareholders on the Canadian Subregister. AFFIRMED by RODNEY REX SOMES at Perth before me: Signature, of authorised witness Name of authorised witness Capacity in which authorised witness takes the affidavit And as a witness, I certify the following matters concerning the person who made this affidavit (the deponent): 1 I saw the face of the deponent. 2 I have confirmed the person s identity using an identification document and the document I relied on was ^ # /....U.^Ps-f:.. ArfsfrcJloyn....qftf.v.eA...It ce*>ce... Signature of witness 6

12 7 IN THE SUPREME COURT OF NEW SOUTH WALES DIVISION: EQUITY REGISTRY: SYDNEY No. of 2017 IN THE MATTER OF PALADIN ENERGY LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN: MATTHEW DAVID WOODS, HAYDEN LEIGH WHITE AND GAYLE DICKERSON IN THEIR CAPACITIES AS JOINT AND SEVERAL DEED ADMINISTRATORS OF PALADIN ENERGY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN Plaintiffs Annexure RRS-1 This is the annexure referred to as RRS-1 in the affidavit of RODNEY REX SOMES, sworn 11 December Before me: Mmc Mcc/H->c>-< y

13 IN THE SUPREME COURT OF NEW SOUTH WALES No. of 2017 DIVISION: EQUITY REGISTRY: SYDNEY IN THE MATTER OF PALADIN ENERGY LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN: MATTHEW DAVID WOODS, HAYDEN LEIGH WHITE AND GAYLE DICKERSON IN THEIR CAPACITIES AS JOINT AND SEVERAL DEED ADMINISTRATORS OF PALADIN ENERGY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN Plaintiffs Annexure RRS-2 This is the annexure referred to as RRS-2 in the affidavit of RODNEY REX SOMES, sworn 11 December 2017.

14 RRS-2 9 fggebbfl PALADIN ENERGY LTD (administrators appointed) ACN Letter to shareholders 5 December 2017 Dear shareholder Application for Court approval for compulsory transfer of your shares for no consideration We refer to the appointment of Hayden White, Gayle Dickerson and I, of KPMG, as joint and several administrators (Administrators) of Paladin Energy Ltd (administrators appointed) (Paladin), Paladin Finance Pty Ltd (administrators appointed) and Paladin Energy Minerals NL (administrators appointed) (together, the Companies) on 3 July DOCA proposal The Administrators have received a proposal from a group of Paladin s unsecured bondholders to implement a capital restructure of Paladin, which is intended to enable Paladin and its subsidiaries to continue operating as a going concern and have Paladin reinstated to quotation on ASX. The restructure is to be implemented pursuant to the terms of a deed of company arrangement (DOCA). The creditors of Paladin will meet on 7 December 2017 to consider, amongst other things, whether the DOCA should be entered into. On 30 November 2017, the Administrators issued a Report to Creditors in which the Administrators expressed their opinion that it is in the interests of Paladin s creditors to execute the DOCA. The Report to Creditors may be downloaded from the websites detailed further below. s444ga application It is a condition to completion of the transaction described in the DOCA that the Administrators obtain a Court order pursuant to section 444GA of the Corporations Act 2001 (Cth). The section 444GA Court order will allow the Administrators to perform the DOCA by transferring 98% of your shares in Paladin to certain participating creditors under the DOCA and certain other parties who participate in a debt capital raising being undertaken by Paladin to raise US$115m of additional capital (s444ga Order). If Paladin s creditors resolve to enter into the DOCA, the Administrators intend to file an application with the Supreme Court of New South Wales for the s444ga Order. The directions hearing in the proceeding is tentatively listed for 12 December At this hearing it is expected that the Court will make various procedural and timetabling orders about the conduct of Level 4, 502 Hay Street, Subiaco, Western Australia 6008 Postal: PO Box 201, Subiaco, Western Australia 6904 Tel: +61 (8) Fax: +61 (8) paladin@paladinenerav.com.au Website: 1

15 RRS-2 10 the proceeding. The substantive hearing (at which the Court will determine whether to make the s444ga Order) is expected to be listed for 21 December If the s444ga Order is made by the Court and the other conditions to the DOCA satisfied, 98% of your shares in Paladin will be automatically transferred for no consideration. The Court will only approve the transfer if it is satisfied that your shares in Paladin have no value. In order to determine the value of the shares in Paladin, the Administrators have engaged an independent expert to prepare a report setting out the likely return to shareholders if the Court refuses to make the s444ga Order and Paladin is placed into liquidation (Independent Expert s Report). Next steps The transfer of 98% of your shares in Paladin for no consideration is a serious matter. Accordingly, the Administrators will make available to shareholders an explanatory statement describing the section 444GA process, which will contain a copy of the Independent Expert s Report (Explanatory Statement). It is expected that from close of business on 11 December 2017 the Explanatory Statement (and Independent Expert s Report) will be available for download from the following websites: ASX website: (by looking up the code PDN ); The Administrators website: and Paladin s website: It is highly recommended that from 11 December onwards you regularly review these websites, as the Administrators intend to upload additional relevant documents to them, including any orders made by the Court. A copy of the Explanatory Statement (containing the Independent Expert s Report) can also be ed to you, free of charge, upon request. Your rights If you have any concerns, objections or questions in relation to the section 444GA process, please contact the Administrators as soon as possible by calling or by ing paladinenerqv@kpmq.com.au. You also have the right to provide the Administrators with your views on the section 444GA hearing. Please do so in writing so the Administrators can provide your views to the Court for the Judge s attention. You can also instruct a barrister or lawyer to appear on your behalf at the section s444ga hearing. If you propose to take either of these steps, please provide a copy of your correspondence, or notice of your intention to appear at the hearing, to the Administrators as soon as possible, and in any event by no later than 19 December 2017 by way of to paladinenerqv@kpmq.com.au. You should seek independent legal, financial and taxation advice before making a decision on whether to take any action in relation to this matter. The Administrators remain available to discuss any concerns or questions you may have. Yours faithfully Matthew Woods Partner, Restructuring Services, KPMG for and on behalf of PALADIN ENERGY LIMITED (ADMINISTRATORS APPOINTED) Level 4, 502 Hay Street, Subiaco, Western Australia 6008 Postal: PO Box 201, Subiaco, Western Australia 6904 Tel: +61 (8) Fax:+61 (8) paladin@paladinenerqv.com.au Website: 2

16 G>J RRS-2 o' _ ~~ 11 Francais Media Partners About Us Blog SITE NEWS PRODUCTS SOLUTIONS NEWSROOM RESOURCES CONTACT US SIGN IN SOURCE: Paladin Energy Ltd I'ALAI JIN I-'NI-Tt.Y I Tl> w s m. December 05, :35 ET Paladin Energy Limited: Letter to Shareholders PERTH, WESTERN AUSTRALIA (Marketwired - December 05, 2017) - Paladin Energy Limited (Paladin or the Company) (ASX: PDN) (TSX: PDN) provides a Letter to its Shareholders as follows: Letter to shareholders 5 December 2017 Dear shareholder Application for Court approval for compulsory transfer of your shares for no consideration We refer to the appointment of Hayden White, Gayle Dickerson and I, of KPMG, as joint and several administrators (Administrators) of Paladin Energy Ltd (administrators appointed) (Paladin), Paladin Finance Pty Ltd (administrators appointed) and Paladin Energy Minerals NL (administrators appointed) (together, the Companies) on 3 July DOCA proposal The Administrators have received a proposal from a group of Paladin's unsecured bondholders to implement a capital restructure of Paladin, which is intended to enable Paladin and its subsidiaries to continue operating as a going concern and have Paladin reinstated to quotation on ASX. The restructure is to be implemented pursuant to the terms of a deed of company arrangement (DOCA). The creditors of Paladin will meet on 7 December 2017 to consider, amongst other things, whether the DOCA should be entered into. On 30 November 2017, the Administrators issued a Report to Creditors in which the Administrators expressed their opinion that it is in the interests of Paladin's creditors to execute the DOCA. The Report to Creditors may be downloaded from the websites detailed further below. s444ga application It is a condition to completion of the transaction described in the DOCA that the Administrators obtain a Court order pursuant to section 444GA of the Corporations Act 2001 (Cth). The section 444GA Court order will allow the Administrators to perform the DOCA by transferring 98% of your shares in Paladin to certain participating creditors under the DOCA and certain other parties who participate in a debt capital raising being undertaken by Paladin to raise US$115m of additional capital (s444ga Order). If Paladin's creditors resolve to enter into the DOCA, the Administrators intend to file an application with the Supreme Court of New South Wales for the s444ga Order. The directions hearing in the proceeding is tentatively listed for 12 December At this hearing it is expected that the Court will make various procedural and timetabling orders about the conduct of the proceeding. The substantive hearing (at which the Court will determine whether to make the s444ga Order) is expected to be listed for 21 December If the s444ga Order is made by the Court and the other conditions to the DOCA satisfied, 98% of your shares in Paladin will be automatically transferred for no consideration. The Court will only approve the transfer if it is satisfied that your shares in Paladin have no value. In order to determine the value of the shares in Paladin, the Administrators have engaged an independent expert to prepare a report setting out the likely return to shareholders if the Court refuses to make the s444ga Order and Paladin is placed into liquidation (Independent Expert's Report). Next steps

17 OJ RRS-2 o The transfer of 98% of your shares in Paladin for no consideration is a serious matter. Accordingly, the Administrators will make available to shareholders an explanatory statement describing the section 444GA process, which will contain a copy of the Independent Expert's Report (Explanatory Statement). It is expected that from close of business on 11 December 2017 the Explanatory Statement (and Independent Expert's Report) will be available for download from the following websites: ASX website: (by looking up the code "PDN1'); The Administrators' website: and Paladin's website: It is highly recommended that from 11 December onwards you regularly review these websites, as the Administrators intend to upload additional relevant documents to them, including any orders made by the Court. A copy of the Explanatory Statement (containing the Independent Expert's Report) can also be ed to you, free of charge, upon request. Your rights If you have any concerns, objections or questions in relation to the section 444GA process, please contact the Administrators as soon as possible by calling or by ing paladinenergy@kpmg.com.au. You also have the right to provide the Administrators with your views on the section 444GA hearing. Please do so in writing so the Administrators can provide your views to the Court for the Judge's attention. You can also instruct a barrister or lawyer to appear on your behalf at the section s444ga hearing. If you propose to take either of these steps, please provide a copy of your correspondence, or notice of your intention to appear at the hearing, to the Administrators as soon as possible, and in any event by no later than 19 December 2017 by way of to paladinenergy@kpmg.com.au. You should seek independent legal, financial and taxation advice before making a decision on whether to take any action in relation to this matter. The Administrators remain available to discuss any concerns or questions you may have. Yours faithfully Matthew Woods Partner, Restructuring Services, KPMG for and on behalf of PALADIN ENERGY LIMITED (ADMINISTRATORS APPOINTED) Contact Information CONTACTS For additional information, please contact: KPMG (Perth) Administrators Tel: paladinenergy@kpmg.com.au m View Full Site About Marketwired Products Resources Newsroom Marketwired News Community Builders Privacy Site Map Accessibility Marketwired Resonate Marketwired Influencers News Distribution IR/PR Newsroom (Impress) Media Database (Mediahub) Brochures Case Studies E-Books / Tip Sheets Webinars / Videos All News Headlines Only Advanced Search RSS Newsfeeds Hot Off the Wire Personal Beat CASE Compliance Connect With Us MARKETWIRED IS NOW PART OF NASDAQ Copyright 2016 Nasdaq, Inc. All rights reserved. Legal

18 13 IN THE SUPREME COURT OF NEW SOUTH WALES No. of 2017 DIVISION: EQUITY REGISTRY: SYDNEY IN THE MATTER OF PALADIN ENERGY LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN: MATTHEW DAVID WOODS, HAYDEN LEIGH WHITE AND GAYLE DICKERSON IN THEIR CAPACITIES AS JOINT AND SEVERAL DEED ADMINISTRATORS OF PALADIN ENERGY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN Plaintiffs Annexure RRS-3 This is the annexure referred to as RRS-3 in the affidavit of RODNEY REX SOMES, sworn 11 December Before me:... MWlc M C/KJaHev

19 RRS-3 14 From: Sent: To: Subject: Rod Somes Monday, 11 December :20 PM Rod Somes FW: PDN broadcast completed (CLIENT-RELS-SCRIP PDN 9453*)... Original Message... From: Broadcast Alerts Sent: Tuesday, 5 December :13 PM To: #AU CTS BUS Product Support; Leo Ottaviano; Justin Hooper Subject: broadcast completed (CLIENT-RELS-SCRIP PDN 9453) on MELYVBCPRD1-0P1 LIVE BROADCAST LIVE BROADCAST ***************************************** Subject: PALADIN ENERGY LTD (Administrators Appointed) - Letter to Shareholders Description: PDN Paladin Energy Ltd (Administrators Appointed) Volume: 9453 Reference: CLIENT-RELS-SCRIP-BUI Broadcast QUID: 96a1ca a58-74b27a189ec8 Broadcast transmitted for: Application: CLIENT-RELS-SCRIP Region: Oceania Company: PDN Broadcast details: Scheduled date (UTC): 5 Dec 2017, 08:00:00 Scheduled date (local): 5 Dec 2017, 19:00:00 Current date (local): 5 Dec 2017, 19:12:41 Duplicate Recipient details: Duplicate IDs: 0 Duplicate addresses: 825 Recipient details: Total recipients: 9453 Still pending: 0 Invalid (unsent): 0 Transmit errors: 0 Marked as SENT: 9385 Delivery events: 68 l

20 15 IN THE SUPREME COURT OF NEW SOUTH WALES DIVISION: EQUITY REGISTRY: SYDNEY No. of 2017 IN THE MATTER OF PALADIN ENERGY LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN: MATTHEW DAVID WOODS, HAYDEN LEIGH WHITE AND GAYLE DICKERSON IN THEIR CAPACITIES AS JOINT AND SEVERAL DEED ADMINISTRATORS OF PALADIN ENERGY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN Plaintiffs Annexure RRS-4 This is the annexure referred to as RRS-4 in the affidavit of RODNEY REX SOMES, sworn 11 December Before me: MfrLC McCAUCH Y

21 O post e-lms View Multiple Mailing Statements Logged in as 'Gassy Stacey' return to page Mailing Statement # Approved and Invoiced Generating Customer Customer Name: Contact Name: ZIPFORM Helen Fraser Telephone Number: Address: 191 Bannister Road CANNING VALE WA 6155 Job Reference Account Number: Originating Customer Name: Computershare Document Services Unique ID: Job Number: Job Name: PDN Paladin Energy Ltd GM Invoice Reference Details: Lodgement Details Lodgement Point: Lodgement Time: Cash Payment: Revenue Collection Group - PMC 06/12/2017 3:28:41 PM NO Status Status: Approved and Invoiced Line Items Ref Article/Description Contract Quantity 001 Presort Letters Small Priority, C10 Transactional Same State Barcoded Direct Presort Letters Small Priority, C10 Transactional Same State Barcoded Res Presort Letters Small Priority, CIO Transactional Same State Unbarcoded Res Presort Letters Small Priority, C10 Transactional Other State Barcoded Direct 7693 Article Totals Ref Article/Description Contract Quantity 005 International Economy Letters Air 500g, 151 New Zealand 0-50 grams International Economy Letters Air 500g, 151 Asia/Pacific 0-50 grams

22 RRS-4 17 International Economy Letters Air 500g, 151 Rest of World 0-50 grams Article Totals 966 Comments

23 18 IN THE SUPREME COURT OF NEW SOUTH WALES No. of 2017 DIVISION: EQUITY REGISTRY: SYDNEY IN THE MATTER OF PALADIN ENERGY LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN: MATTHEW DAVID WOODS, HAYDEN LEIGH WHITE AND GAYLE DICKERSON IN THEIR CAPACITIES AS JOINT AND SEVERAL DEED ADMINISTRATORS OF PALADIN ENERGY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN Plaintiffs Annexure RRS-5 This is the annexure referred to as RRS-5 in the affidavit of RODNEY REX SOMES, sworn 11 December Before me: MAte- Mcc/)ocH Y

24 Domestic contract mailing statement 1. Parcels under 500g within Australia Regular B30 Express Post B20 LC - Local Country RA - Rest of Australia XT - External Territory RA - Australia XT - External Territory Up to 250g Over 250g Up to 500g ~... RRS-5 o AUSTRALIA 3. Letters within Australia - Regular delivery Domestic Small letters B01 Large letters Uptoi25g B03 Over 125g up to 250g B03 Over 250g up to 500g B03 Full rate Imprint External Territory Kbr-J Mailing statement number 4. Letters within Australia - fe^#(ilgldg Small letters C01 Large letters Uptoi25g C03 Over 125g up to 250g C03 Over 250g up to 500g C03 Seasonal cards 2. Parcels over 500g within Australia 5. Other services Regular B31 Express Post B21 Destination Actual weight parcels Cubic weight parcels Total all parcels Actual weight parcels Cubic weight parcels Total all parcels Receipted delivery B40 N1 - Sydney Quantity Total weight (kg) Quantity Total weight (kg) Quantity Total weight (kg)... 1 Total Quantlty weight (kg) Quantity Total weight (kg) Quantity Total weight (kg) B15 Full rate \33 Domestic Domestic Imprint External Territory External Territory N2 - NSW Country VI - Melbourne V2 - Victorian Country Q1 - Brisbane Q2 - OLD Country - South y 1 S;C.,vr~ u > l ' Q3 - OLD Country - North 1 SI - Adelaide S2 - SA Country W1 - Perth W2 - WA Country - Near W3 - WA Country - Far W4 - WA External Territories T1 - Tasmania NT1 - Northern Territory Near NT2 - Northern Territory Remote NF - Norfolk Island AAT - Aust. Antarctic Territories LC - Local Country Parcels within Australia only For light, bulky parcels over 1kg, charges will be based on the "cubic weight" where this is greater than the actual weight. The cubic weight is assessed by multiplying the parcels volume (in cubic metres) by U ~ $ l Q /. L,^ l,... ^ f 1 v v- J 3 / ^XT' r V S External Territories Include items for: WA External Territories (Christmas Is. 6798, Cocos (Keeling) Is 6799) Aust Antarctic Territories 7151 Norfolk Is Cystom^r details,/.''"v f Xiy* zm 7T/< Charge Account Number j t las/ -Xfi- f- O V;'// ^ Customer reference Phone ^3 O \\ D.ate and time rirts' 1 / i am / X" / * pm Name of person lodging (block capitals please) The accuracy of this statement is subject to Australia Post checks. LC o o i Tam v/a r' Customer declaration The sender certifies that these articles have been prepared in accordance with Australia Post terms and conditions for lodgement and carriage and / or the special conditions of our contract with Australia Post and that details supplied)are accurate. Lf O y.aq 7 - '^TC^j Customer s name Customer s signature Australia Post use only - for revenue protection use Accepting officer 1 Date and time. _ mv/ b/ l] ' }. am Name v / ^ pm L/ Customer ID recorded Signature [ Correct [H Altered CO

25 20 AUSTRALIA POST PERTH CLOISTERS SQUARE 6000 "! $' Computershars Registry Services Pty Ltd Bulk Hail Reference No Computershare Registry Services Customer TOTAL $ Payment Tendered Details ; Charge Acct /12/17 01/75078 PNA/a :34 PROVIDE FEEDBACK ON TODAY'S VISIT AT AUSPOST.CON.AU/HYVISIT Lodgement Details: Imprint Small Charge Letters Priority Perth Within Aust 133 i Amt RRS-5 Contract No Alt Ref International Letters Zone 1 Internet Weight 9 I Amt 7.01 Contract No Alt Ref International Letters Zone 6 Internat Weight Amt 1.08 TOTAL

26 21 IN THE SUPREME COURT OF NEW SOUTH WALES No. of 2017 DIVISION: EQUITY REGISTRY: SYDNEY IN THE MATTER OF PALADIN ENERGY LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN: MATTHEW DAVID WOODS, HAYDEN LEIGH WHITE AND GAYLE DICKERSON IN THEIR CAPACITIES AS JOINT AND SEVERAL DEED ADMINISTRATORS OF PALADIN ENERGY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN Plaintiffs Annexure RRS-6 This is the annexure referred to as RRS-6 in the affidavit of RODNEY REX SOMES, sworn 11 December Before me:

27 RRS-6 22 Gorovtsov, Alex (AU) From: Sent: To: Cc: Subject: #CA CCS TOR Client Services Thursday, 7 December :59 AM Laura Mai; #CA CCS TOR Client Services Roxanne Parsaud; Josette Koffyberg RE: Paladin Energy Ltd./PRMQ - Letter to Shareholders Mailing Confirmation Hi Laura, The mailing has been completed and lodged with Canada post / Spring today at 9:40 am. Regards, Susie Oliveira Account Executive > Communications Services P EXT: East Beaver Creek Rd, Richmond Hill ON L4B 4A8 CERTAINTY INGENUITY ADVANTAGE From: Laura Mai Sent: Wednesday, December 06, :52 PM To: #CA CCS TOR Client Services Cc: Roxanne Parsaud; Josette Koffyberg Subject: Paladin Energy Ltd./PRMQ - Letter to Shareholders Mailing Confirmation Hi Susie, Please provide confirmation of mailing once the Letter to Shareholder's has been completed today for Paladin Energy Ltd. 05DE17067 Regards, Laura Mai Computershare Associate Relationship Manager > Client Services T F University Avenue, 8th Floor Toronto, Ontario M5J 2Y1 CERTAINTY INGENUITY ADVANTAGE The Fall 2017 issue of InSvnc is now available! Read it today for news on virtual meetings, regulatory updates and more! i