Circular to Creditors. I advise that Barry Kogan and I were appointed Joint and Several Liquidators of the Companies on 17 October 2016.

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1 27 October 2016 Home Australia Pty Ltd ACN Ashford Homes Pty Ltd ACN Nationwide Australian Investments Pty Ltd ACN Smart Road Property Rentals Pty Ltd ACN (All In Liquidation) (collectively the Companies ) Circular to Creditors I advise that Barry Kogan and I were appointed Joint and Several Liquidators of the Companies on 17 October Meeting of creditors A meeting of creditors must be convened within 11 days of my appointment. The meetings for the Companies will be held concurrently at Travelodge Southbank, Eureka Meeting Room, 9 Riverside Quay, Southbank, Victoria on Thursday, 3 November 2016 at 9:30AM. Registration for the meetings will open at 8:45AM. Accordingly, I attach for the Companies: a statutory notice convening the meeting (Form 529); a Summary of Affairs (Form 509) provided by the Director; a list of creditors; information for attending and voting at a meeting of creditors; a Proof of Debt form (Form 535), along with an information sheet to assist you to complete the form; and a Proxy form (Form 532) and instructions. Attendance and voting requirements Creditors who intend to vote at the meeting are requested to lodge a proof of debt with us prior to the meeting. Creditors who are unable to attend the meeting and wish to be represented, should ensure that either a proxy form, power of attorney or evidence of appointment of a company representative pursuant to section 250D of the Corporations Act 2001 ( the Act ) is validly completed and provided to us prior to the meeting. If a faxed copy of a proxy or power of attorney is provided to us prior to the meeting, the original of the instrument must be received within 72 hours of receipt of the faxed copy. Alternatively, proxy forms can be ed to Home_Aust_Proxy@mcgrathnicol.com. Proxy forms lodged via must be validly executed by signing and scanning the completed form. Corporate creditors who wish to attend the meeting should note that they may only be represented by an individual if that person is validly granted a proxy or power of attorney by that corporation, or appointed as a company representative pursuant to section 250D of the Act. 1. Circular to creditors-first meeting -AW

2 Proof of debt and proxy forms may be provided to us prior to the meeting or brought to the meeting. Proof of debt forms can be ed to Declaration of Independence, Relevant Relationships and Indemnities In accordance with Section 506A of the Act and the Australian Restructuring, Insolvency and Turnaround Association ( ARITA ) Code of Professional Practice, a Declaration of Independence, Relevant Relationships and Indemnities is enclosed for your information. This declaration discloses information regarding our independence, any prior personal or professional relationships with the Companies or related parties and any indemnities received in relation to this appointment. Remuneration The Joint and Several Liquidators remuneration can only be fixed by resolution of creditors, a resolution of a committee of inspection or by application to the Court. The resolutions relating to remuneration which will be put to the creditors at the meeting are detailed in the attached Remuneration Report. In accordance with section 499 of the Act and the ARITA Code of Professional Practice, a Schedule of Remuneration Methods and Hourly Rates and detailed Remuneration Report is also enclosed for your information. * * * * * * * * A copy of the Insolvency information for directors, employees, creditors and shareholders information sheet issued by the Australian Securities & Investments Commission ( ASIC ) is enclosed for your information. If you require any further information, please contact my office on (03) Yours faithfully Home Australia Pty Ltd and the subsidiary companies listed above (all In Liquidation) Matthew Caddy Liquidator Enclosure(s): Enclosures listed on the first page of this circular ASIC Insolvency Information for directors, employees, creditors and shareholders Declaration of Independence, Relevant Relationships and Indemnities Schedule of Remuneration Methods and Hourly Rates Remuneration Report Page 2

3 FORM 529 Corporations Act (2001) Subregulation (2) NOTICE OF MEETING OF CREDITORS OF COMPANY Home Australia Pty Ltd ACN Ashford Homes Pty Ltd ACN Nationwide Australian Investments Pty Ltd ACN Smart Road Property Rentals Pty Ltd ACN (All In Liquidation) (collectively the Companies ) Notice is given that a meeting of the creditors of the Companies will be held at Travelodge Southbank, Eureka Meeting Room, 9 Riverside Quay, Southbank, Victoria at 9:30AM on 3 November 2016 to consider the following: 1. To confirm the appointment of Matthew Caddy and Barry Kogan as Liquidators or to appoint another person(s) as Liquidator in their place. 2. To consider any matters arising out of the Liquidation. 3. To approve the remuneration of the Liquidators. 4. If thought fit, to appoint a Committee of Inspection. 5. To consider the approval of the Liquidators powers to compromise certain debts of the Companies and to enter into agreements for terms of greater than three months. 6. To authorise the destruction of the books and records of the Companies following the deregistration of the Companies, subject to the consent of the Australian Securities and Investments Commission being obtained. 7. To discuss any other relevant business which may arise. Registration for the meetings will open at 8:45AM. Dated 27 October 2016 Matthew Caddy Liquidator

4 Australian Securities & Investments Commission Presentation of summary of affairs of a company Form 509 Corporations Act (2)(b)(i) If there is insufficient space in any section of the form, you may attach an annexure and submit as part of this lodgement Lodgement details Who should ASIC contact if there is a query about this form? Name Andrew Wharton ASIC registered agent number (if applicable) n/a Company/entity name McGrathNicol ACN/ABN/ARBN/ARSN Telephone number (03) Postal address Level 6, 171 Collins Street, Melbourne VIC 3000 Australia address (optional) n/a Company details Company name Nationwide Australian Investments Pty Ltd ACN Summary of assets and liabilities Date to which summary is made up Date 1 6 / 1 0 / 1 6 [D D] [M M] [Y Y] ASIC Form January 2011 Page 1 of 2

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6 Nationwide Property Investments Pty Ltd (In Liquidation) - Creditor list Name Address Amount of claim ($) ASHFORD HOMES PTY LTD L1, 441 CANTERBURY ROAD, SURRY HILLS VIC , COLLIER HOMES PTY LTD 2/428 SCARBOROUGH BEACH ROAD, OSBORNE PARK WA , DEPUTY COMMISSIONER OF TAXATION LOCKED BAG 1936, ALBURY NSW , HOMESTEAD HOMES PTY LTD 928 NORTH EAST ROAD, MODBURY SA , INCENTIVE ENTERTAINMENT PARTNERS PTY LTD C/- HWL EBSWORTH LAWYERS, GPO BOX 5408, SYDNEY NSW , NATIONAL AUSTRALIA BANK LIMITED GROUP STRATEGIC BUSINESS SERVICES, LEVEL 34, 500 BOURKE STREET, MELBOURNE VIC ,703, NEWSTART HOMES PTY LTD 130 BUNDALL ROAD, BUNDALL QLD , OFFICE OF STATE REVENUE GPO BOX 2476, BRISBANE QLD WILSON COLMAN & CO PTY LTD 1294 NORTH EAST ROAD, TEA TREE GULLY SA ,421.00

7 Home Australia Pty Ltd ACN Ashford Homes Pty Ltd ACN Nationwide Australian Investments Pty Ltd ACN Smart Road Property Rentals Pty Ltd ACN (All In Liquidation) (collectively the Companies ) General Information for Attending and Voting at Meetings of Creditors Time and Place of Meeting Pursuant to Corporations Regulation ( Regulation ) a meeting of creditors must be convened at a time and place most convenient for the majority of creditors entitled to receive notice of the meeting. Quorum Pursuant to Regulation a meeting must not act for any purpose except: the election of a chairperson; and the proving of debts; and the adjournment of the meeting: unless a quorum is present. A quorum is deemed to be present if at least 2 (two) creditors are present at the meeting in person, by proxy, by power of attorney or participating by telephone. A meeting is sufficiently constituted if only one person is present in person if the person represents personally or by proxy or otherwise a number of persons sufficient to constitute a quorum. Chairperson Pursuant to Section 497(8) of the Corporations Act 2001, the creditors may appoint one of their number or the director who attends the meeting as Chairperson of the meeting. Voting Pursuant to Regulation creditors will not be eligible to vote at the meeting unless they have lodged particulars of their debt or claim prior to or at the meeting. Accordingly, creditors who intend to vote at the meeting should ensure that they lodge a formal proof of debt with the company prior to or at the meeting. Pursuant to Regulation all resolutions put to the meeting will be decided on the voices unless a poll is demanded, before or on the declaration of the result of the voices. A poll may be demanded by: the chairperson; or 1

8 at least 2 (two) persons present in person, by proxy, by power of attorney or participating by telephone and entitled to vote at the meeting; or a person present in person, by proxy, by power of attorney or participating by telephone and representing not less than 10% of the total voting rights of all persons entitled to vote at the meeting. Pursuant to Regulation , should a poll be demanded: Proxies a resolution will be carried if a majority in number and a majority in value vote in favour of the resolution; and a resolution will be lost if a majority in number and a majority in value vote against the proposed resolution. In the event of a deadlock, the chairperson may exercise a casting vote. In such situations, the minutes of the meeting must specify the chairperson s reasons for exercising, or not exercising, their casting vote. Pursuant to Regulation creditors who are entitled to attend and vote at the meeting may appoint a natural person over the age of 18 years as their proxy to attend and vote at the meeting on their behalf. Accordingly, creditors who are unable to attend the meeting but who wish to be represented should ensure that a validly executed proxy form is lodged with the company prior to or at the meeting. Pursuant to Regulations and A creditors may lodge a facsimile copy of a proxy form with the company prior to the meeting, however, the original of the instrument must be received by the company within 72 hours of receipt of the faxed copy. Pursuant to Regulations , and creditors may lodge a proxy form with the company prior to the meeting by electronic means, however electronic lodgement will only be possible where the convenor has specified an electronic address or other electronic means on the proxy form. Proxy forms lodged via electronic means must be validly executed by signing and scanning the form. Pursuant to Regulation a person may, should they so desire, appoint the Chairperson by name or by reference to his or her office to act as his, her or its general or special proxy. Pursuant to Regulation special proxies, but not general proxies, can be used to vote in favour of any resolution that would directly or indirectly place the holder of the proxy (or any partner or employee of that person) in a position to receive any remuneration out of the assets of the company, except as an ordinary unsecured creditor. Corporate Creditors Corporate creditors who wish to attend the meeting should note that they may only be represented by an individual if that person is validly granted a proxy or power of attorney by that corporation. Alternatively, Section 250D of the Corporations Act 2001 provides that a corporation may, by resolution of its board, provide a standing authority for a specified person to represent the corporation at specified meetings of creditors. A copy of any such resolution should be provided to the company prior to or at the meeting. 2

9 Committee of Inspection Pursuant to Section 548 of the Corporations Act 2001, a person may only serve as a member of a Committee of Inspection if the person is: a creditor or contributory of the company personally; or the attorney of a creditor or contributory under a general power of attorney; or authorised in writing by a creditor or contributory. Corporate creditors who are members of a Committee of Inspection may be represented by: an officer or employee of the member; or an individual authorised in writing by the member to represent the member on the committee. 3

10 Australian Company Number: FORM 535 Corporations Act (2001) Subregulation (2) FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Liquidators of Nationwide Australian Investments Pty Ltd (In Liquidation) 1. This is to state that the company was on 17 October 2016 (date of court order in winding up by the Court, or date of resolution to wind up, if a voluntary winding up), and still is, justly and truly indebted to: (full name and address of the creditor and, if applicable, the creditor's partners. If prepared 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; OR *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.... Dated Signature Occupation: Address *Strike out this section if this proof is made by the creditor personally.

11 Proofs of Debt Notes for your guidance (Please read carefully before filling in Form 535 or Form 536) It is a creditor s responsibility to prove their claim to our satisfaction. When lodging claims, creditors must ensure that: a) the proof of debt form is properly completed in every particular; and b) evidence, such as that detailed below, is attached to the Form 535 or Form 536. Directions for completion of a Proof of Debt 1. Insert the full name and address of the creditor. 2. Under Consideration state how the debt arose, for example goods sold to the company on Under Remarks include details of any documents that substantiate the debt (refer to the section titled Information to support your claim below for further information). 4. Where the space provided for a particular purpose is insufficient to contain all the required information in relation to a particular item, that information should be set out in an annexure. 5. An annexure to the form must have an identifying mark and be endorsed with the words: This is the annexure of pages marked referred to in the Form 535/536 signed by me and dated Signature(s).. Name of Signatory IN BLOCK LETTERS and signed by each person signing the form to which the document is annexed. 6. The pages in the annexure must be numbered consecutively. 7. Where a document, copy of a document or other matter is annexed to a form, reference made in the form to the annexure shall be by its identifying mark, the number of pages in it, and a brief description of the nature of the document and its contents. 8. A reference to an annexure includes a document, copy of a document or any other matter accompanying, attaching to or annexed to a form. Information to support your claim Please note that your debt is not likely to be accepted unless evidence to support its existence is provided. Detailed below are some examples of the type of debt creditors may be claiming and a suggested list of documents, copies of which should accompany a proof of debt for that class of creditor. Trade Creditors Statements and supporting invoices(s) showing the amount of the debt; and Advice(s) to pay outstanding invoice(s) (optional). Guarantees/Indemnities Executed guarantee/indemnity; 1

12 Notice of Demand served on the guarantor; and Calculation of the amount outstanding under the guarantee. Judgment Debt Copy of the judgment; and Documents/details to support the underlying debt as per other categories. Deficiencies on Secured Debt Security Documents (eg. mortgage); Independent valuation of the secured portion of the debt (if not yet realised) or the basis of the creditor s estimated value of the security; Calculation of the deficiency on the security; and Details of income earned and expenses incurred by the secured creditor in respect of the secured asset since the date of appointment. Loans (Bank and Personal) Executed loan agreement; and Loan statements showing payments made, interest accruing and the amount outstanding as at the date of appointment. Tax Debts Documentation that shows the assessment of debts, whether it is an actual debt or an estimate, and separate amounts for the primary debt and any penalties. Employee Debts Basis of calculation of the debt; Type of Claim (eg. wages, holiday pay, etc); Correspondence relating to the debt being claimed; and Contract of Employment (if any). Leases Copy of the lease; and Statement showing amounts outstanding under the lease, differentiating between amounts outstanding at the date of the appointment and any future monies. 2

13 FORM 532 Corporations Act 2001 Home Australia Pty Ltd ACN Ashford Homes Pty Ltd ACN Nationwide Australian Investments Pty Ltd ACN Smart Road Property Rentals Pty Ltd ACN (All In Liquidation) (collectively the Companies ) Regulation APPOINTMENT OF PROXY I/We (1) of a creditor/member of Nationwide Australian Investments Pty Ltd (In Liquidation) appoint (2) or in his/her absence as my/our general proxy to vote at the meeting of creditors to be held concurrently on 3 November 2016 at 9:30AM or at any adjournment of that meeting. DATED this day of 2016 (3) 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 2016 Signature of witness Description Place of residence

14 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 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 4:00PM (AEDT) on 2 November 2016 to be eligible to vote at the meeting. RETURN TO: Nationwide Australian Investments Pty Ltd (In Liquidation) C/- McGrathNicol, GPO Box 9986, Melbourne VIC 3001 Phone: Fax:

15 Proxy Notes for your Guidance Insert full name and address of creditor, contributory or member on the top line. On the second line, insert the name of the person you appoint as your proxy. You may insert the Chairperson of the meeting if you wish. On the next line insert the organisation the proxy holder represents or works for (not required if the Chairperson is your proxy). You may appoint an alternate proxy on the fourth line who may act if your first appointed proxy cannot attend the meeting. You may insert the Chairperson of the meeting if you wish. If the proxy is a general proxy the form requires no addition. If the proxy is a special proxy the form must include instructions regarding the use of the proxy (i.e. details of the resolution and whether the proxy holder is to cast a vote in favour or against the resolution or abstain from voting). Date and sign the Proxy form using one of the following various forms of execution: Sole Trader - Sign the proxy yourself. Partnership - e.g. sign Smith & Associates Per John Smith - Partner Company - (i) By a director or secretary, e.g. J Smith Director. (ii) By a person duly authorised to sign on behalf of the company, e.g. Smith & Sons Pty Ltd. ACN: Per: J Smith A person duly authorised to sign on the company s behalf. OR Smith & Sons Pty Ltd. ACN: By its duly constituted attorney J Smith. NB: If signing on behalf of a company the following example is not sufficient: Smith & Sons Pty Ltd. ACN: Per: J Smith Certificate of Witness is only to be used where the Proxy is being completed on behalf of a person who is blind or incapable of writing. In all other cases a witness to the signature of the person appointing the Proxy is not required and you may ignore the section headed Certificate of Witness. 1

16 Nationwide Australian Investments Pty Ltd (In Liquidation) ACN Liquidators remuneration report to creditors 27 October 2016

17 1 Liquidators remuneration Liquidators remuneration can only be fixed by resolution of a committee of inspection, the company s creditors or by application to the Court. In accordance with Section 449 of the Act and the ARITA Code of Professional Practice, a Schedule of Remuneration Methods and Hourly Rates has been attached for creditors reference. In this section, the Liquidators outline the work undertaken by the Liquidators and their staff for the period from the commencement of the liquidation to 24 October The Liquidators intend to seek creditor approval of their remuneration totalling $8, incurred during the period from the commencement of the liquidation to 24 October 2016 at the upcoming meeting of creditors. 1.1 Declaration We, Matthew Caddy and Barry Kogan of McGrathNicol, have undertaken a proper assessment of this remuneration claim for our appointment as Liquidators of Nationwide Australian Investments Pty Ltd 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 Liquidation. 1.2 Summary To date no remuneration has been approved or paid in this liquidation. This remuneration report details approval sought for the following fees: Period Report reference Amount (ex GST) Remuneration approval sought: Resolution 1: 17 October October 2016 (actual) 1.3 $8, Resolution 2: From 25 October 2016 onwards 1.4 $100, Total actual and estimated Liquidators remuneration* $108, * Approval for the future remuneration sought is based on an estimate of the work necessary to perform the Liquidators duties. If additional work is necessary beyond what is contemplated, a further report will be provided and approval sought from creditors. If the work undertaken is less than the estimated amount, the lesser amount will be paid. Please refer to the report section references detailed in the above table for full details of the calculation and composition of the remuneration approval sought. 1

18 1.3 Remuneration incurred from date of appointment to 24 October 2016 (actual) The following resolution will be proposed at the meeting of creditors convened for 3 November 2016: That the remuneration of the Liquidators, their partners and staff, for the period from 17 October 2016 to 24 October 2016, calculated on hours spent at the rates detailed in the Schedule of Remuneration Methods and Hourly Rates provided to creditors, in the amount of $8, (exclusive of GST), is hereby approved for payment. A description of tasks performed is set out below and a schedule of fees during this remuneration period is detailed at Appendix A of this report. General description Task area Includes Asset realisation 3.6 hours $1, (ex GST) Assets Identifying assets. Securing assets. Reviewing asset searches. Preparing and reviewing display home listing. Creditors 4.7 hours $2, (ex GST) Meetings Preparing and reviewing meeting materials for first meeting of creditors. Organising meeting logistics including booking venue. Compiling and reviewing creditors listings. Secured creditors Liaising with secured creditors regarding various matters. Undertaking analysis for secured lender. Negotiating and reviewing secured lender funding deed. Liaising with legal advisors in relation to funding deed. Unsecured creditors Issuing circular to creditors. Compiling unsecured creditor analysis. Liaising with unsecured creditors. PPSR Reviewing and analysing PPSR registrations. Communicating with each party claiming a security interest. Dealing with PPSR claims. Sale of business 3.5 hours $1, (ex GST) Sale of business Internal meetings regarding sale strategy. Preparing sale advertisement. Obtaining and reviewing information regarding preappointment sale process. Preparing and reviewing interested party register. Preparing, compiling, reviewing and issuing sale materials and data pack. Liaising with interested parties. 2

19 General description Task area Includes General administration 6.0 hours $2, (ex GST) Statutory 2.7 hours $1, (ex GST) Preparing and lodging statutory forms including Form 505 (appointment), Form 525 and Form Reviewing and issuing RATA pack to Director. Preparing Liquidators DIRRI. Notifying the ATO of Liquidators appointment and registration for GST and PAYG. Preparing and issuing notifications to statutory bodies of Liquidators appointment. Strategy and administration 2.2 hours $1, (ex GST) Determining project strategy. Internal meetings on strategy and actions required. Meetings with Management and Director. Liaising with legal advisor. Reviewing media statement. Reviewing media enquiries and liaising with media advisor. File maintenance and managing correspondence. Maintaining checklists and task lists. Collecting documentation. Banking 0.2 hours $68.86 (ex GST) Insurance 0.9 hours $ (ex GST) Issuing notification of appointment to banks. Opening Liquidators bank account. Notifying insurance broker of appointment. Liaising with insurance broker regarding various queries. Liaising with Management regarding insurance policies. Considering strategy regarding building indemnity insurers. Liaising with state based home indemnity insurers. Preparing for and attending insurance meeting with QBE regarding home indemnity insurance and Liquidators ongoing strategy. Reviewing insurance policy documents. Books and records 0.03 hours $14.29 (ex GST) Reviewing books and records. 3

20 1.4 Future works to be completed - Liquidation At the meeting of creditors, the Liquidators will put a resolution to creditors for approval of prospective Liquidators fees capped to $100, (excluding GST) for the period from 25 October 2016 onwards (as described in the resolution below). Creditors should note that the proposed liquidation fees are in addition to the fees outlined in section 1.3. The following resolution will be proposed at the meeting of creditors convened for 3 November 2016: That the prospective remuneration of the Liquidators, to the maximum amount of $100, (excluding GST), calculated on hours spent at the rates detailed in the Schedule of Remuneration Methods and Hourly Rates provided to creditors, for the period from 25 October 2016 until the work undertaken in the estimation of remuneration is complete, or the time charges for work undertaken exceeds the capped fee amount (whichever occurs first). Creditors acknowledge that if actual costs incurred are below the amount approved, the Liquidators are only authorised to draw the amount incurred. Creditors also acknowledge that if actual costs incurred exceed the amount approved, the Liquidators will seek further approval from creditors. The Liquidators are approved to draw their remuneration as and when it is incurred from funds under their control. The estimate of work to be done by the Liquidators and their staff is set out in the table below. Task area General description Includes Asset realisation Assets Liaise with secured creditors to agree strategy for realisation of display homes. Conduct a sale process to realise owned display homes. Arrange for sale of office furniture and equipment with auctioneers and obtain proceeds. Closure of business Leases Transfer or disclaim leases for display homes, depending upon outcome of sale process. Liaise with display home lessees regarding specific issues relevant to each lessee. Sale of business Sale of business Liaise with interested parties via phone and regarding offers to purchase certain assets of the company. Assess offers received from interested parties and determine appropriate realisation strategy. Complete sale contract with purchaser(s) (if applicable). 4

21 Task area General description Includes Investigations Assessment Reconstruct profit and loss position to assess potential date of insolvency. Consider any potential insolvent trading claims against Director. Prepare and finalise Liquidator report to ASIC under s533 of the Act. Review and consider the manner in which the company officers discharged their fiduciary duties. If required, commence proceedings against company officers for failure to discharge fiduciary duties. Consider any potential voidable transactions. Consider any additional information made available to the Liquidators following the meeting of creditors. Creditors Creditor enquiries Liaise with creditors regarding claims and submission of POD s. Provide creditors with updates regarding the Liquidation generally. Reviewing and preparing correspondence to creditors and their representatives via and post. Secured creditors Liaise with secured creditor regarding sale of assets, including owned display homes. Meeting of Creditors Preparing for and attending the meeting of creditors, including preparing the meeting circular, notices, proxies, and advertisements. Forwarding notice of creditors meeting to all known creditors. Book meeting room and set-up teleconference details for meeting of creditors. Preparing meeting file including Chairman s notes, agenda, certificate of postage, attendance register, list of creditors, and advertisement of meeting. Convening the meeting of creditors to be held on 3 November Prepare and record minutes of meeting and lodge same with ASIC. General administration Statutory Liaise with ATO and ASIC. Prepare and submit quarterly BAS returns. Prepare and submit six monthly returns to ASIC. Maintain project checklists. 5

22 Task area General description Includes Strategy and admin Attending internal discussions and planning in relation to the liquidation. Filing of documents and file management. Updating checklists. Banking Monitoring cash position. Preparing and authorising receipt and payment vouchers. Prepare and review of bank reconciliations. Insurance Arrange for insurance policies for company assets. Books and records Arrange for storage of books and records. 6

23 APPENDIX A: Liquidators schedule of actual remuneration to 24 October 2016 Nationwide Australian Investments Pty Ltd (In Liquidation) - Fees Asset Closure of Sale of Position Rate ($/hour) Total hours Total fees $ realisation Employees Creditors business business Statutory General administration Strategy & admin Banking Insurance Partner , , Director Senior Manager , , Manager Manager , , Assistant Manager Accountant Administration Total (ex GST) , , , , , , Books & records 7

24 Schedule of Remuneration Methods and Hourly Rates 1 Introduction This information is to assist you with understanding how remuneration is calculated and paid in an insolvency administration Basis of remuneration Remuneration methods There are four basic methods that can be used to calculate the remuneration charged by an insolvency practitioner. They are: Time based/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 liquidation and is the total cost for the liquidation. Sometimes a practitioner will finalise a liquidation for a fixed fee. Percentage The total fee charged is based on a percentage of a particular variable, such as the gross proceeds of asset realisations. Contingency The practitioners fee is structured to be contingent on a particular outcome being achieved. 2.2 Method Proposed We propose that our remuneration will be calculated on a time basis which will be recorded and charged in six minute increments. Details of the hourly rates for different levels of staff are included below. The complexity and demands of the liquidation will determine the staff to be utilised for this appointment. This method is considered to be most suitable for this appointment as it ensures creditors are only charged for work that is performed in the liquidation, which can be difficult to accurately estimate at the date of appointment. Creditors will be advised of the proposed basis of remuneration in our initial remuneration advice to them. 3 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 liquidation and the role they take in the liquidation. The hourly rates charged encompass the total cost of providing professional services and should not be compared to an hourly wage. 1

25 Title Appointee/Partner Director 1 Director Senior Manager Manager 1 Manager Assistant Manager Senior Accountant 1 Senior Accountant Guide to qualifications and role Registered liquidator, Chartered Accountant or equivalent and generally degree qualified with more than twelve years of experience. Leads assignments with full accountability for strategy and execution. Generally, Chartered Accountant or comparable qualification and degree qualified with more than ten years of experience, including four years of Director or equivalent experience. Autonomously leads complex insolvency appointments reporting to Appointee/Partner. Generally, Chartered Accountant or comparable relevant qualification and degree qualified with more than nine years of experience. Autonomously leads insolvency appointments reporting to Appointee/Partner. Generally, Chartered Accountant or comparable relevant qualification and degree qualified with more than seven years of experience. Self-sufficiently conducts small to medium insolvency appointments and leads major workstreams in larger matters. Generally, Chartered Accountant or comparable relevant qualification and degree qualified with more than six years of experience, including two years of Manager 2 or equivalent experience. Self-sufficiently conducts small to medium insolvency appointments and takes a supervisory role on workstreams in larger matters. Generally, Chartered Accountant or comparable relevant qualification and degree qualified with more than five years of experience. Self-sufficiently conducts small insolvency appointments and takes a supervisory role on workstreams in larger matters. Generally, Chartered Accountant or comparable relevant qualification and degree qualified with more than three years of experience. Autonomously manages workstream activity within appointments. Generally, degree qualified and undertaking Chartered Accountant s qualification or comparable relevant qualification with more than two years of experience, including one year of Senior Accountant or equivalent experience. Completes multiple tasks within workstreams and appointments. Generally, degree qualified and undertaking Chartered Accountant s qualification or comparable relevant qualification with more than 16 months of experience. Completes tasks within workstreams and appointments under supervision. Hourly rate (excl GST) $650 $595 $550 $500 $490 $475 $430 $395 $375 2

26 Title Accountant 1 Accountant Undergraduate/ Cadet Practice Services Director Senior Practice Services Senior Client Administration and Senior Treasury Client Administration and Treasury Guide to qualifications and role Generally, degree qualified and undertaking Chartered Accountant s qualification or comparable relevant qualification with at least one year of Accountant or equivalent experience. Assists with tasks within workstreams and appointments under supervision. Generally, degree qualified and undertaking or about to undertake Chartered Accountant s qualification or comparable relevant qualification with less than one year of experience. Assists with tasks within workstreams and appointments under supervision. Undertaking relevant degree. Assists with tasks within workstreams and appointments under supervision. National Practice Service leaders, generally degree qualified with more than ten years of experience and reporting directly to partners. Technical experts in their specific areas and have team management responsibilities. Senior technical, professional or functional expert in national Practice Services. Generally degree qualified with more than seven years of experience. Reports to Practice Service leader and may be responsible for team management. Appropriately experienced and undertakes senior level administrative support activities or senior Treasury activities. May be responsible for day to day management of projects or operations and may have supervisory responsibility for junior staff. Appropriately experienced and undertakes support activities, including but not limited to Client administration, Treasury and document management functions. Hourly rate (excl GST) $325 $275 $190 $580 $410 $210 $160 McGrathNicol reviews its hourly rates six monthly. The hourly rates quoted above remain in force until 31 December or 30 June (whichever occurs first) and McGrathNicol may increase fees for work continuing past that date. Creditors will be advised of any change to the hourly rates for this liquidation. 3

27 4 Disbursements There are three categories of disbursements which may be charged: Externally provided professional services these are on-charged at cost. An example of an externally provided professional service disbursement is legal fees. Externally provided non-professional costs such as travel, accommodation, external printing services and search fees these are on-charged at cost. Internal disbursements such as photocopying, printing and postage. These disbursements are generally charged at cost but may include, in the case of disbursements such as such as telephone calls, photocopying and printing, both direct variable and fixed costs. For example the rate per page for printing includes a reasonable and commercial allowance for paper, toner, depreciation, power and maintenance). Creditor approval is not required for disbursements. However, details of the basis of recovering internal disbursements in this liquidation are provided below and full details of actual costs incurred and to be charged to the liquidation will be provided in future reports. 4.1 Basis of Disbursement Claim Internal Disbursements Advertising Courier Printing- black and white Printing- Colour Postage Stationery and other incidental disbursements Staff per diem travel allowance* Staff vehicle use Telephony mobile, fixed line and conference calls Rate (Excl GST) At cost At cost $0.09 per page $0.28 per page At Cost At Cost $89.00 per day $0.63 per km At cost * Payable when partners or staff are required for business purposes to stay away from their usual place of residence overnight. 4

28 Declaration of Independence, Relevant Relationships and Indemnities Home Australia Pty Ltd (In Liquidation) and its wholly owned subsidiaries as detailed in Schedule A (collectively Home Australia ) The Corporations Act 2001 and professional standards require the Practitioners appointed to an insolvent entity to make a declaration as to: A. B. their independence generally; relationships, including (i) (ii) (iii) (iv) the circumstances of the appointment; any relationships with the company and others within the previous 24 months; any prior professional services for the company within the previous 24 months; 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 ourselves, our partners and the firm McGrathNicol, which for the purpose of this declaration includes the McGrathNicol Partnership, the McGrathNicol Advisory Partnership, and McGrathNicol Services Pty Limited. A. Independence We, Matthew Caddy and Barry Kogan of the firm McGrathNicol ( the Liquidators ) have undertaken a proper assessment of the risks to our independence prior to accepting the appointment as liquidators of Home Australia 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 prevent us from accepting this appointment. B. (i) Declaration of Relationships Circumstances of appointment On 25 August 2016, Matthew Caddy and David Barnaby of McGrathNicol met with the sole director of Home Australia entities (Robert Day) and the former interim CFO/COO with the intention of discussing the financial position of Home Australia. This meeting was adjourned following a brief introduction as its purpose was superseded by an immediate financing option to be further explored by the director. On 9 September 2016, the meeting between Matthew Caddy, the director and the former interim CFO/COO was reconvened to discuss the financial position of Home Australia. From 11 October 2016 until the date of appointment, Matthew Caddy had a number of phone calls with the director for the purposes of: obtaining sufficient information about Home Australia to understand its current financial position; clarifying and explaining to Home Australia and the director the various options available to the companies and the nature and consequences of insolvency appointments; and Matthew Caddy and Barry Kogan of McGrathNicol providing consents to act. No remuneration was received for participating in these discussions and meetings. We believe that these meetings do not result in a conflict of interest or duty because: the Courts and ARITA s Code of Professional Practice specifically recognise the need for practitioners to provide advice on the insolvency process and the options available and do not consider such advice results in a conflict or is an impediment to accepting the appointment; the nature of the limited scope advice provide to the Home Australia is such that it would not be subject to review and challenge during the course of the liquidations; and the pre-appointment advice will not influence our ability to be able to fully comply with the statutory and fiduciary obligations associated with the liquidations of Home Australia in an objective and impartial manner.

29 We have provided no other information or advice to Home Australia or Mr Day prior to our appointments beyond that outlined in this DIRRI. (ii) Relevant Relationships (excluding professional services to the Insolvent) We, or a member of our firm, have or have had within the preceding 24 months, a relationship with: Name Nature of relationship Reasons National Australia Bank Limited ( nab ) nab holds a charge on the whole or substantially the whole of the property of Home Australia. McGrathNicol undertakes corporate recovery and advisory work from time to time on instructions from nab. We believe this relationship does not result in a conflict of interest or duty because each professional engagement undertaken for nab in relation to a particular entity or group of entities is conducted on an entirely separate basis which has no connection with these appointments. These engagements are only commenced after full regard is given to potential conflicts of interest in relation to all interested stakeholders. No work has been undertaken for nab in relation to any of the Home Australia companies. Given the above, our independence in acting as Liquidators of Home Australia has not been compromised. (iii) Prior professional services to the Insolvent Neither we, nor our firm, have provided any professional services to Home Australia 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 Home Australia, an associate of Home Australia, a former insolvency practitioner appointed to Home Australia or any person or entity that currently has security over the whole or substantially the whole of Home Australia s property and should be disclosed. C. Indemnities and Up-front Payments We have not been indemnified in relation to the Home Australia liquidations, other than any indemnities that we may be entitled to under statute and we have not received any up-front payments in respect of our remuneration or disbursements. D. Appointments to Members of a Corporate Group As listed on Schedule A of this Declaration, the Liquidators have been appointed as liquidators to eight entities within the Home Australia group of companies. We are of the view that the appointment to the group of companies will have significant benefits to the conduct of the Liquidations, particularly in that this will provide for cost-savings and enable an accurate as possible view to be obtained of the activities and financial position of the companies as a whole. We are aware that there were intercompany transactions within the group. At the time of our appointment, we were not aware of any conflicts of interest between the group companies. Should such a conflict arise, we will keep creditors informed and take appropriate action to resolve the conflict. Dated: 27 October Matthew Caddy Barry Kogan 2

30 Schedule A: Home Australia entities over which the Liquidators are appointed Company name Corporate nature ACN Home Australia Pty Ltd Parent Ashford Homes Pty Ltd Wholly owned subsidiary Collier Homes Pty Ltd Wholly owned subsidiary Homestead Homes Pty Ltd Wholly owned subsidiary Huxley Homes Pty Ltd Wholly owned subsidiary Nationwide Australian Investments Pty Ltd Wholly owned subsidiary Newstart Homes (SE QLD) Pty Ltd Wholly owned subsidiary Smart Road Property Rentals Pty Ltd Wholly owned subsidiary Notes to the DIRRI: 1 If the circumstances change or new information is identified, we are required under the Corporations Act 2001 and the ARITA Code of Professional Practice to update this Declaration and provide a copy to the creditors/committee of creditors with our next communication, as well as table a copy of any replacement Declaration at the next meeting of the insolvent s creditors/committee of 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. Please note that the presentation of the above information is in accordance with the standard format suggested by ARITA. 3

31 Insolvency information for directors, employees, creditors and shareholders ASIC has 11 insolvency information sheets to assist you if you re affected by a company s insolvency and have little or no knowledge of what s involved. These plain language information sheets give directors, employees, creditors and shareholders a basic understanding of the three most common company insolvency procedures liquidation, voluntary administration and receivership. There is an information sheet on the independence of external administrators and one that explains the process for approving the fees of external administrators. A glossary of commonly used insolvency terms is also provided. The Insolvency Practitioners Association (IPA), the leading professional organisation in Australia for insolvency practitioners, endorses these publications and encourages its members to make their availability known to affected people. List of information sheets INFO 41 Insolvency: a glossary of terms 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 creditors 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 INFO 85 Approving fees: a guide for creditors Getting copies of the information sheets To get copies of the information sheets, visit ASIC s website at The information sheets are also available from the IPA website at The IPA website also contains the IPA s Code of Professional Practice for Insolvency Professionals, which applies to IPA members. Important note: The information sheets contain 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. These documents 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 1