ORDER. Ð Second Affidavit of Craig David Crosbie sworn 6 June 2013 (Second Crosbie Afïidavit); ið Sixth Affidavit of Daniel Mathew

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1 COURT6P' IN THE SUPREME COURT OF VICTORIA AT COMMERCIAL COURT CORPORATIONS LIST 2 0 MAR 20t (IN LIQUIDATION) IN THE MAT'TER OF GUNNS PLANTATIONS LIMITED (RECEIVERS & MANAGERS APPOINTED) (ACN 09I ) in its capacity as the responsible entity of the managed investment schemes listed in Schedules 1 and 2 DANIEL MATHEW BRYANT, IAN MENZIES CARSON and CRAIG DAVID CROSBIE (in their capacities as joint and several Liquidators of GUNNS PLANTATIONS LIMITED (ln LTQUTDATTON) (necuvpns & MANAGERS APPOINTED) (ACN O9t ZZZ ZOg) and First Plaintiffs GUNNS PLANTATIONS LIMITED (IN LIQUIDATION) (RECEIVERS & MANAGERS APPOINTED) (ACN 09I ) in its capacity as the responsible entity of the managed investment schemes listed in Schedules 1 and 2 Second Plaintiff ORDER ASSOCIATE JLIDGE: The Honourable Associate Justice Gardiner DATE MADE: 20 March 2015 ORIGINATING PROCESS: Filed on26 April 2013 HO\ry OBTAINED: On the retum of the Plaintiffs' Ilaterlocutory Process filed 29 September ATTENIDANCE: Dr O Bigos of Counsel, for the Plaintiffs. OTIIER MATTERS: A. The Court had before it the following affidavits: Ð Second Affidavit of Craig David Crosbie sworn 6 June 2013 (Second Crosbie Afïidavit); ið Sixth Affidavit of Daniel Mathew L November 2013 (Sixth Bryant iið Twelfth Affidavit of Daniel affirmed 17 December 2013 AfTidavit);

2 2 iv) Twenty Second Affidavit of Daniel Mathew Bryant affirmed 26 September 2014 (Twenty Second Bryant Afïïdavit); and v) Third Affidavit of Kimberley Chantelle MacKay sworn 25 November2014. B. The Court also had before it a folder of source materials which formed the basis of the summaries at exhibits DMB-146 and DMB-147 to the Twenty Second Bryant Affidavit. C. The Court is satisfied to a prima facie level that Ð the Plaintiffs have made sufficient disclosure to enable all interested persons to review the amounts claimed and object to them if they wish; ið the claims are proportionate to the difficulty or importance of the work done or expense incurred; and iið the principles by which remuneration and expenses have been related to the Great Southem Schemes and the Gunns Woodlot Schemes and have been allocated among the Schemes respectively as set out in the Twenty Second Bryant Affidavit, are fair and reasonable. THE COURT ORDERS THAT: Great Southern Schemes 1 The First Plaintiffs (Liquidators) are justified in claiming (a) the costs, expenses and remuneration incurred by them during the period 1 December 2013 to 30 June 2014 (Relevant Period) and in relation to the managed investment schemes described as Great Southern Schemes in Schedule 2 to these orders (Great Southern Schemes) and (b) the costs, expenses and remuneration incurred by them in relation to the sale of the assets of the Great Southern Schemes, as set out in the categories in i"hgd,lt" :e and amounts in Schedule 4A to these orders (together, Great Southern $cliemq Related Costs), as costs, expenses and remuneration reasonably inóuned in caring for. protecting and preserving the assets and/or realisation of property of the Great

3 3 Southern Schemes including the trees (Great Southern Scheme Property), as contemplated by paragraph 5 of the orders made by the Honourable Justice Ferguson on 9 September 2073 (9 September Orders). 2 The Liquidators are justified in claiming an entitlement to: (a) an indemnity for those Great Southern Scheme Related Costs payable out of the Great Southem Scheme Property, whether present or future; (b) an equitable lien over the Great Southern Scheme Property, whether present or future, in accordance with the principles in Re Universal DisÛibuting Co Ltd (in liq) (1933) 48 CLR 17I arñ/or the "salvage principle" (Lien) to secure that indemnity; (c) payment of those Great Southern Scheme Related Costs out of the Great Southern Scheme Property, subject to the determination of any objections in accordance with paragraphs 9 to 11 below. a J The Liquidators are justified in procuring the Second Plaintiff (GPL) to deduct, insofar as there are sufficient funds from the proceeds of sale of the Great Southern Scheme Property, the Great Southem Scheme Related Costs on a scheme-by-scheme basis. Gunns Woodlot Schemes 4 The Liquidators are justified in claiming (a) the costs, expenses and remuneration incuned by them during the Relevant Period in relation to the managed investment schemes described as Gunns Woodlot Schemes in Schedule 1 to these orders (Gunns Woodlot Schemes), and (b) the costs, expenses and remuneration incurred by them in relation to the sale of the assets of the Gunns \Moodlot Schemes, as set,out in the categories in Schedule 3B and amounts in Schedule 4B to these orders (togethe4 Gunns Woodlot Scheme Related Costs), as costs, expenses and 'remuneratiçn reasonably incurred in caring for, protecting and preserving the assets and/ø1. realisation of property of the Gunns V/oodlot Schemes including the trees (Gunns t

4 4 Woodlot Scheme Property), as contemplated by paragraph 5 of the 9 September Orders. 5 The Liquidators are justified in claiming an entitlement to: (a) an indemnity for those Gunns TVoodlot Scheme Related Costs payable out of the Gunns V/oodlot Scheme Property, whether present or future; (b) a Lien over the Great Southem Scheme Property, whether present or future, to secure that indemnity; (c) payment of those Gunns Woodlot Scheme Related Costs out of the Gunns Woodlot Scheme Property, subject to the determination of any objections in accordance with paragraphs 9 to 11 below. 6 The Liquidators are justified in procuring GPL to deduct, insofar as there are sufficient funds from the proceeds of sale of the Gunns Woodlot Scheme Property, the Gunns lvoodlot Scheme Related Costs on a scheme-by-scheme basis. 1 Pursuant to s 50(1) of the Evidence Act 2008 (Vic), the Liquidators may adduce the evidence of the contents of the source documents referred to in paragraphs 62,64 and 19 of the Twelfth Bryant Affidavit, in the form of the following summaties set out in spreadsheets (collectively, the Summaries): (a) Great Southern Scheme Related Costs (exhibit DMB-146); (b) Gunns Woodlot Scheme Related Costs (exhibit DMB-147); and (c) Amold Bloch Leibler costs incurred during the Relevant Period on the GPL general file (exhibit DMB-148). 8 The Liquidators publish these orders on the websites of Arnold Bloch Leibler and PPBA and a copy of these orders to: (a) ASIC; (b) the Receivers of GPL; 'e,t r,r '! rí I

5 5 (c) the Committee of Inspection; (d) the Grower Committee; (e) Save My Tiwi Trees Inc; (Ð Primary Securities Limited; and (e) Trevor Burdon 9 If any interested person wishes to object to any category set out in Schedule 3 or any amount set out in Schedule 4,the person is to file and serve by 8 April 2015: (a) submissions dealing with any legal issues as regards the entitlement to an indemnity and lien or the basis of allocation of expenses or remuneration; (b) a 'notice of objection to amount claimed' setting out the Scheme or Schemes to which the objection relates and, as to each such Scheme: (i) the category or categories the subject ofthe objection; (ið the amount which is objected to; (iii) an outline of the basis for the objection; (iv) if it is contended that an amount can be claimed for the relevant category, the approximate amount, or the approximate proportion of the amount claimed, which it is contended is appropriate for the relevant category; and (v) written submissions supporting the objections Any objections are not to cover any matters raised at or before the hearing of this application on26 November 2014 or the judgment of the Court delivered on 20 March I 'I ' 20r5! 10 t'.'. The Plaintiffs file and serve any submissions in reply by 22 Aprll2Ö;I5: I' 11 Subject to any further direction, the determination of any objections be de lt written submissions and determined by an Associate Judge on the papers.

6 6 T2 Subject to further order, the Plaintiffs' costs of and incidental to this application be paid on an indemnity basis out of the Great Southem Scheme Property and the Gunns V/oodlot Scheme Property, such costs to be apportioned between each of those Schemes on a per hectare basis. 13 Liberty to apply on 2 business days' notice. DATE AUTIMNTICATED: 20March}0l5

7 7 SCHEDULE 1. GUNNS WOODLOT MANAGED INVESTMENT SCHEMES 1 Gunns Plantations Woodlot Project 2000 ARSN Gunns Plantations Woodlot Project 2001 ARSN 094 I Gunns Plantations Woodlot Project 2002 ARSN Gunns Plantations Woodlot Project 2003 ARSN Gunns Plantations Woodlot Project 2004 ARSN Gunns Plantations Woodlot Project 2005 ARSN Gunns Plantations Limited 'Woodlot Project 2006 ARSN Gunns Plantations Limited Woodlot Project 2008 ARSN Gunns Plantations Ltd Woodlot Project 2009 ARSN

8 B SCHEDULE 2. GREAT SOUTHERN MANAGED INVESTMENT SCHEMES 1 Great Southern Plantations 1998 ARSN Great Southern Plantations 1999 ARSN Great Southern Plantations 2000 ARSN L 3 Great Southern Plantations 2001 ARSN Great Southern Plantations 2002 ARSN Great Southern Plantations 2003 ARSN 099 I3I825 6 Great Southern Plantations 2004 ARSN Great Southern Plantations 2005 ARSN Great Southern Plantations 2006 ARSN

9 I SCHEDULE 3A, COST CATEGORIES FOR GREAT SOUTHERN SCHEMES Cost PPBA Remuneration Method 1 General Scheme Method 1 Private Landowners Method 1 New Forest Method 4 Trust Company Sale including: (Ð Pre-Sale Process; DMB r46 DMB r46 (ii) Sale Process; (iii) Sale Approval Process; and (iv) Allocation Approval Process. PPBA disbursements Method 1 General Scheme Method 2 General Scheme Method 4 Trust Company Sale including: (i) Pre-Sale Process; DMBt46 DMBr46 DMB- 146 DMBr46 DMBt46 DMBr46 (ii) Sale Process; (iið Sale Approval Process; and (iv) Allocation Approval Process. ABL Costs

10 10 Method 1 General Scheme Method 2 General Scheme Method 1 Private Landowners Method 4 Trust Company Sale including: (i) Pre-Sale Process; DMB. r46 DMB r46 (ii) Sale Process; (iii) Sale Approval Process; and Third Party Costs (iv) Allocation Approval Process Method I General Scheme Method 2 General Scheme DMBt46 DMBt46 DMBt46 DMBr46

11 11 SCHEDULE 3B - COST CATEGORIES FOR GUNNS WOODLOT SCHEMES PPBA Remuneration 'E:hibit,.,,,: Method 1 General Scheme Method 1 AFP Sale Method 1 Forestry Tasmania Method 1 Private Landowners Method 4 Trust Company Sale including: (i) Pre-Sale Process; DMBt47 DMBr41 DMBt47 DMBt47 DMB- 147 (ii) Sale Process; and (iið Sale Approval Process. PPBA disbursements Method 1 General Scheme Method 2 General Scheme Method 4 Trust Company Sale including: (Ð Pre-Sale Process; DMB 147 DMBt47 DMBr47 DMB- 147 (ii) Sale Process; and (iii) Sale Approval Process ABL Costs Method 1 General Scheme DMBt41

12 12 Method 2 General Scheme Method 1 AFP Sale Method 1 Forestry Tasmania Method 1 Private Landowners Method 4 Trust Company Sale including: (i) Pre-Sale Process;.:: i,e 'b't...ì.:..: DMB- 147 DMBr47 DMBt47 DMB- 147 DMB- 147 (ii) Sale Process; and Third Party Costs (iii) Sale Approval Process Method 1 General Scheme Method 2 General Scheme DMB- 147 DMBr47

13 13 SCHEDULE 4A - TOTAL CLAIM FOR GREAT SOUTHERN SCHEMES Sk[iEf,'Tl! nrriltñrilð Great Southern Schemes Great Southern Plantations 1998 ARSN 092 (3,931.22) Great Southern Plantations 1999 ARSN Great Southern Plantations 2000 ARSN Great Southern Plantations 2001 ARSN Great Southern Plantations 2002 ARSN Great Southern Plantations 2003 ARSN 099 r3t 825 Great Southern Plantations 2004 ARSN Great Southern Plantations 2005 ARSN Great Southern Plantations 2006 ARSN 112 (22,623.88) (r37,609.72) (42,867.8t) (16,268.06) (t50,362.71) 301, ,5t , Sub-total 340, Sale Costs 2,588, Total 2,929,238.72

14 14 SCHEDULE 4B. TOTAL CLAIM FOR GUNNS WOODLOT SCHEMES FffiEtît! r*' trpawu Gunns Plantations Schemes Gunns Plantations'Woodlot Project 2000 ARSN Gunns Plantations'Woodlot Project 2001 ARSN 094 t82219 Gunns Plantations Woodlot Project 2002 ARSN Gunns Plantations Woodlot Project 2003 ARSN 104 2t3 710 Gunns Plantations Woodlot Project 2004 ARSN Gunns Plantations Woodlot Project 2005 ARSN tt Gunns Plantations Limited Woodlot Project 2006 ARSN Gunns Plantations Limited Woodlot Project 2008 ARSN Gunns Plantations Ltd Woodlot Project 2009 ARSN r , , , , , , , , rr9, Sub-total 2,998, Sale Costs 1,976, Total 4,975,265.25