ACN 604 419 534 (SGPL) SCHLAGER GROUP AUSTRALIA …

PERTH – Suite 2, Level 2, 1160 Hay Street, WEST PERTH WA 6005 | PO Box 92 West Perth WA 6872 Tel +61 8 6145 0700 SYDNEY - Level 35, Tower One, 100 Barangaroo Towers, SYDNEY NSW 2000 Tel +61 2 8114 4400

ABN 34 799 701 147

Liability limited by a scheme approved under Professional Standards Legislation.

14 April 2021

To the Creditor as addressed

Dear Sir/Madam

SCHLAGER GROUP PTY LTD (Administrator Appointed) ACN 604 419 534 (SGPL) Trading as Schlager Construction Group

SCHLAGER GROUP AUSTRALIA PTY LTD (Administrator Appointed) ACN 639 234 307 (SGA)

(together the Companies)

Please be advised that I was appointed as Voluntary Administrator of the Companies on Wednesday, 14 April 2021 pursuant to Section 436A of the Corporations Act 2001 (Cth) (the Act). I enclose my notices of appointment as lodged with the Australian Securities and Investments Commission (ASIC) as Annexure A for your information.

You have been sent this circular because it appears from the Companies’ records that you are owed money by one or both of the Companies.

I am now in control of the Companies’ operations and am currently assessing the Companies’ financial position. The Companies’ directors will be be requested to prepare a statement about the Companies’ business, property, affairs and financial circumstances as at the date of my appointment.

This circular contains the following information:

1 Contact person 2 First meeting of creditors 3 Declaration by the Administrator (DIRRI) 4 Trading 5 Legal proceedings 6 Employees 7 Report to creditors and second meeting of creditors 8 Administrator’s remuneration 9 Further information

Attachments to this circular are described in the table below:

Annexure Document Description

A Notice of Appointment (form 505)

• Notification of my appointment as lodged withASIC.

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Annexure Document Description

B Notice of First Meeting of Creditors (form 529)

• Refer to section 2 of this circular.

• Please note that the meeting is to be held on Tuesday, 27 April 2021 commencing at 11:00am AWST.

• You should arrive for registration at least 15 minutes prior to the meeting.

C Formal Proof of Debt (form 535)

• A person is not entitled to vote at the meeting unless they provide particulars of the debt or claim to the Administrator before the meeting.

• All creditors must furnish full details of their claims, indicating whether they rank as secured, preferential or unsecured, and whether they claim title to any goods supplied to the Companies or any lien over goods in their possession which are the property of the Companies.

D Appointment of Proxy (form 532)

• This form enables you to appoint a person to act on your behalf at the meeting.

E Declaration of Independence, Relevant Relationships and Indemnities


F Remuneration Statement • Statement regarding remuneration and

schedule of hourly rates.


G Creditors Rights in Voluntary Administrations

• A publication by the Australian Restructuring Insolvency & Turnaround Association (ARITA) containing information for directors, employees, creditors and shareholders.

H Personal Property Securities Act

• A short guide to the Personal Property Securities Act to assist creditors.

1 Contact person

All queries and documents should be directed to: Contact: Miriam Schmidt-Hunt Email: [email protected] Phone: 08 6145 0700

2 First meeting of creditors

I am required to call a first meeting of creditors within eight business days of my appointment pursuant to Section 436E of the Act. The purposes of this meeting are: • to provide creditors with an opportunity to appoint an alternative Administrator, if they

so desire; and • to determine whether to form a committee of inspection, and, if so, who will be on the

committee.

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Details of the meeting are as follows: Date: Tuesday, 27 April 2021 Time: 11:00am AWST Location: Offices of Avior Consulting, Level 2, 1160 Hay Street, West Perth A formal Notice of the First Creditors Meeting is enclosed at Annexure B. Formal Proof of Debt and Proxy forms are attached as Annexure C and Annexure D respectively, and should be lodged with this office before the meeting and, in any event, no later than 5:00pm on Friday, 23 April 2021, being the business day prior to the meeting date. Forms can be sent by post or emailed to the contact person at section 1 of this circular.

3 Declaration by Administrator

Pursuant to Sections 436DA(2) and (3) of the Act and the Australian Restructuring Insolvency & Turnaround Association (ARITA) Code of Professional Practice (the Code), I attach my ‘Declaration of Independence, Relevant Relationships and Indemnities’ for the Companies as Annexure E.

4 Trading

The Companies operate a construction business in Osborne Park, WA. I am urgently investigating the feasibility of continuing to trade the business in order to achieve the best outcome for the Companies’ creditors. I will shortly be contacting individual subcontractors with further details and instructions. I draw your attention to the following information:

4.1 Trading accounts

Please note that I will not adopt any pre-appointment liabilities for the supply of goods or services that may be outstanding. As such, please immediately set up an administration account care of this office. If there are any outstanding or unfulfilled orders placed by the Companies prior to my appointment, including those under which there are goods in transit, please contact the nominated person at section 1 of this circular to obtain written confirmation that the order should proceed.

4.2 Consignment stock, goods subject to purchase money security interests and liens / pledges

If you supplied consignment stock to the Companies, or believe you provided stock subject to a purchase money security interest (formerly a retention of title clause) or claim a lien / pledge over any of the Companies’ assets, please contact the nominated person at section 1 of this circular as a matter of urgency. Please see the attached Annexure H, a short guide to the Personal Property Securities Act for your information.

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4.3 Contracts / agreements

In my role as Administrator, I expressly refrains from personally adopting any of the Companies’ contracts existing at the date of his appointment. All contracts are currently under review and I will advise the parties directly about the status of their contracts as soon as practicable.

4.4 Property used but not owned by the Companies

In accordance with section 443B of the Act, an administrator’s liability under hire purchase, lease or storage agreements does not commence until seven (7) days after the administrator’s appointment. Further, pursuant to Section 440C of the Act, the lessor or owner of property in the Companies’ control is not entitled to take possession of such property without leave of the Court or the administrator’s written consent. I will write separately to known lease and hire purchase creditors regarding such assets. Please contact the nominated person at section 1 of this circular if you believe that the Companies used your property.

5 Legal proceedings

The appointment of an administrator stays any proceedings in a court against the Companies. You cannot commence or continue proceedings against the Companies without my written consent or the leave of the Court.

6 Employees

Employees will be contacted separately to advise of the Companies’ employment requirements going forward.

7 Report to creditors and second meeting of creditors

I will prepare a report to creditors under Section 439A of the Act which will include details on the Companies’ activities, property, affairs and financial circumstances. A second meeting of creditors will be held on or before Thursday, 20 May 2021 unless the Court extends this date. It is at this meeting that creditors will consider the Administrator’s report and consider resolutions regarding the Companies’ future.

8 Administrator’s remuneration

For the purposes of the administration of the Companies’, the Administrator’s remuneration will be fixed on the basis of time spent by the Administrator and the Administrator’s staff of an appropriate level having regard to the nature and complexity of the work and calculated by reference to hourly rates. Attached as Annexure F is the Administrator’s Statement Regarding Remuneration which sets out the four basic methods of calculating remuneration, together with an explanation as to why the time based (hourly rates) method is appropriate in this administration.

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An information sheet concerning approval of remuneration in external administrations can be obtained from the ASIC at www.asic.gov.au.

9 Further information

Attached as Annexure G is an Insolvency Information Sheet for directors, employees, creditors and shareholders. Further information can also be accessed from the ASIC website at www.asic.gov.au. Yours faithfully For the Company

Dermott McVeigh Administrator Encl.

ASIC Form 505 Ref 152604319 Page 1 of 2

Australian Securities &Investments Commission

Electronic Lodgement

Document No. 7EBG48435

Lodgement date/time: 14-04-2021 12:11:29

Reference Id: 152604319

Form 505Corporations Act 2001

415(1), 427(2), 427(4), 450A(1)(a),499(2C)(a) & (b), 537(1) & (2),

Insolvency Practice Rules (Corporations) 2016s70-60(2)

Corporations Regulations 20015.3B.50, 5.3B.54, 5.5.06

External Administration or ControllershipAppointment of an administrator or controller

Liquidator details

Registered liquidator number

342611

Registered liquidator name

DERMOTT JOSEPH MCVEIGH

Company details

Company name

SCHLAGER GROUP PTY LTD

ACN

604 419 534

Company industry type

Construction

Add a new appointment

Appointee detailsLiquidator No. 342611

Person Name


Address

AVIOR CONSULTING, 'AVIORCONSULTING AVIOR CONSULTING'SUITE 2 LEVEL 2 1156-1160 HAY STREETWEST PERTH WA 6005 Australia

Type of Appointment Appointed Singly

ANNEXURE A

Form 505 - Appointment of an administrator or controllerLiquidator: 342611 - DERMOTT JOSEPH MCVEIGH


Appointment Details

Provide the date of appointment.14-04-2021

Type of administratorAdministrator

Method of appointmentother appointment

Authentication

This form has been authenticated byName DERMOTT JOSEPH MCVEIGHThis form has been submitted byName Dermott Joseph MCVEIGHDate 14-04-2021

PaymentYou need to pay the fee (and any late fees ifrequired) by Bpay or cheque in accordancewith the instructions on your invoice

For more help or informationWeb www.asic.gov.auAsk a question? www.asic.gov.au/questionTelephone 1300 300 630

ANNEXURE A


Australian Securities &Investments Commission

Electronic Lodgement

Document No. 7EBG48438

Lodgement date/time: 14-04-2021 12:11:44

Reference Id: 152604266

Form 505Corporations Act 2001

415(1), 427(2), 427(4), 450A(1)(a),499(2C)(a) & (b), 537(1) & (2),

Insolvency Practice Rules (Corporations) 2016s70-60(2)

Corporations Regulations 20015.3B.50, 5.3B.54, 5.5.06

External Administration or ControllershipAppointment of an administrator or controller

Liquidator details

Registered liquidator number

342611

Registered liquidator name


Company details

Company name

SCHLAGER GROUP AUSTRALIA PTYLTD

ACN

639 234 307

Company industry type

Construction

Add a new appointment

Appointee detailsLiquidator No. 342611

Person Name


Address

AVIOR CONSULTING, 'AVIORCONSULTING AVIOR CONSULTING'SUITE 2 LEVEL 2 1156-1160 HAY STREETWEST PERTH WA 6005 Australia

Type of Appointment Appointed Singly

ANNEXURE A

Form 505 - Appointment of an administrator or controllerLiquidator: 342611 - DERMOTT JOSEPH MCVEIGH


Appointment Details

Provide the date of appointment.14-04-2021

Type of administratorAdministrator

Method of appointmentother appointment

Authentication

This form has been authenticated byName DERMOTT JOSEPH MCVEIGHThis form has been submitted byName Dermott Joseph MCVEIGHDate 14-04-2021

PaymentYou need to pay the fee (and any late fees ifrequired) by Bpay or cheque in accordancewith the instructions on your invoice

For more help or informationWeb www.asic.gov.auAsk a question? www.asic.gov.au/questionTelephone 1300 300 630

ANNEXURE A


ABN 34 799 701 147


Form 529

Notice of Meeting of Creditors

Corporations Act 2001

Insolvency Practice Rules (Corporations) 2016 Division 75, 75-10, 75-15, 75-25, 75-75

Division 80, 80-5, 80-10, 80-15, 80-20,

80-25




NOTICE is given that on Wednesday, 14 April 2021, the Companies, under Section 436A,

appointed Dermott McVeigh of Avior Consulting, Level 2, 1160 Hay Street WEST PERTH WA

6005 as the Administrator of the Companies.

NOTICE is also given that the first meetings of creditors of the Companies will be held at

11:00 am (AWST) on Tuesday, 27 April 2021 at the offices of Avior Consulting, Level 2, 1160

Hay Street, West Perth WA 6005.

Agenda

▪ Consider whether to remove the Administrator from office and appoint someone else

as Administrator of the Companies;

▪ Consider whether to appoint a committee of inspection; and, if so, who are to be the

committee’s members

Creditors may attend and vote in person, by proxy or by attorney. The appointment of a

proxy must be made in accordance with the Appointment of Proxy Form.

Proxies to be used at the meeting should be given to me as Administrator or to the person

named as convening the meeting. A creditor can only be represented by proxy or by an

attorney pursuant to Insolvency Practice Rules section 75-150 & 75-155 and, if a body

corporate, by a representative appointed pursuant to Section 250D.

Creditors will not be entitled to vote at this meeting unless they have previously lodged

particulars of their claim against the Companies in accordance with Insolvency Practice

Rules section 75-85 and that claim has been admitted for voting purposes wholly or in part

by the Administrator.

ANNEXURE B

Page 2 of 2

Pursuant to Insolvency Practice Rules 75-25 and 75-150 a special proxy can be lodged

showing approval or rejection of each resolution. Proxy forms or emails thereof must be

lodged with our office by 5.00pm on Friday, 23 April 2021:

SCHLAGER GROUP c/- Avior Consulting

Level 1, 1160 Hay Street, West Perth WA 6005

Tel: 08 6145 0700

Email: [email protected]

An attorney of the creditor must show the instrument by which he or she is appointed to the

Chairman of the meeting, prior to the commencement of the meeting.

Dated this 14th day of April 2021

Dermott McVeigh

Administrator

ANNEXURE B

FORMAL PROOF OF DEBT FORM FORM 535

Corporations Act 2001 Regulation 5.6.47 Insolvency Practice Rules (Corporations) 2016 Sections 75-85, 75-86, 75-87

SCHLAGER GROUP PTY LTD (Administrator Appointed)

ACN 604 419 534 (SGPL)

To the Administrator of the Company

1. This is to state that Schlager Group Pty Ltd (Administrator Appointed) was on 14 April 2021, and stillis, justly and truly

indebted to ……………………………………………………………………………………………………… (name of creditor)

for ……………………………………dollars and ……………………………cents (amount) (amount)

Particulars of the debt are:

Date Consideration Amount ($) Remarks

(state how the debt arose) (include details of voucher substantiating payment)

2. To my knowledge or belief the creditor has not, nor has any person by the creditor’s order, had or receivedany satisfaction or security for the sum or any part of it except for the following: (insert particulars of all securitiesheld. If the securities are on the property of SGPL, assess the value of those securities. If any bills or othernegotiable securities are held, show them in a schedule in the following form).

Date Drawer Acceptor Amount Due Date

*3. (STRIKE OUT IF NOT APPLICABLE) I am employed by the creditor and authorised in writing by thecreditor to make this statement. I know that the debt was incurred for the consideration stated and that the debt,to the best of my knowledge and belief, remains unpaid and unsatisfied.

*3. (STRIKE OUT IF NOT APPLICABLE) I am the creditor’s agent authorised in writing to make this statementin writing. I know the debt was incurred for the consideration stated and that the debt, to the best of my knowledgeand belief, remains unpaid and unsatisfied.

Date:

Signature:

Name:

Phone Number:

*Do not complete if this proof is made by the creditor personally

ANNEXURE C

FORMAL PROOF OF DEBT FORM FORM 535 Corporations Act 2001 Regulation 5.6.47 Insolvency Practice Rules (Corporations) 2016 Sections 75-85, 75-86, 75-87 SCHLAGER GROUP AUSTRALIA PTY LTD (Administrator Appointed)

ACN 639 234 307 (SGA)

To the Administrator of the Company

1. This is to state that Schlager Group Australia Pty Ltd (Administrator Appointed) was on 14 April 2021, and still is, justly and truly

indebted to ……………………………………………………………………………………………………… (name of creditor) for ……………………………………dollars and ……………………………cents (amount) (amount) Particulars of the debt are:

Date Consideration Amount ($) Remarks

(state how the debt arose) (include details of 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 SGA, 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 Due Date

*3. (STRIKE OUT IF NOT APPLICABLE) I am employed by the creditor and authorised in writing by the creditor to make this statement. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied. *3. (STRIKE OUT IF NOT APPLICABLE) I am the creditor’s agent authorised in writing to make this statement in writing. I know the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied.

Date:

Signature:

Name:

Phone Number:

*Do not complete if this proof is made by the creditor personally

ANNEXURE C

Form 532 Appointment of Proxy Form


Instructions: In completing this proxy form, please refer to the instructions on the last page.

A. Name and contact details of creditor

1

(if entitled in a personal capacity, given name and surname; if a corporate entity, full name of company, etc) 2 of (address)

3 Tel: 4 Email:

B. Appointment of person to act as proxy

(You may nominate ‘the Chairperson” of the meeting as your proxy)

I / We, a creditor of the SGPL, appoint: 1

(name of person appointed as proxy) 2 or in his / her absence

(address)3

(name of person appointed as alternate proxy) 4 as my / our proxy

(address)

to vote for me/us on my/our behalf at the meeting of creditors to be held at 11:00 am (AWST) on Tuesday, 27 April 2021 at the offices of Avior Consulting, Level 2, 1160 Hay Street, West Perth WA 6005, or at any adjournment of that meeting, in accordance with the instructions in Section C below.

C. Voting instructions

1Option 1:

and / or

If appointed as a general proxy, as he/she determines on my/our behalf.

2Option 2: If appointed as a special proxy for some or all resolutions, specifically in the manner set out below (please tick).

Resolution For Against Abstain General proxy

to vote

1. That in the event that analternative Administrator isproposed, that the existingAdministrator be replaced and thealternative Appointee beappointed in his stead.

2. That a committee of inspection beappointed in the administration ofSchlager Group Pty Ltd.

ANNEXURE D

D. Signature

1 Dated:

2 Signature:

3 Name / Capacity:

E. Certificate of Witness

This certificate is to be completed only if the person giving the proxy is blind or incapable of writing. The signature of the creditor, contributory, debenture holder or member must not be witnessed by the person nominated as proxy.

I, of

(name of witness) (address of witness)

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 or her before he or she signed or marked the instrument. Dated:

Signature:

Description:

Place of Residence:

F. Submitting the Proxy

For a person to be eligible to attend and vote at the meeting on your behalf, this form is to be completed and submitted by no later than 5:00pm (AWST) on Friday, 23 April 2021 to:

Schlager Group Pty Ltd (Administrator Appointed)

c/- Avior Consulting Level 2, 1160 Hay Street West Perth WA 6005

PO Box 92 West Perth WA 6872

Tel: 08 6145 0700 Email: [email protected]

ANNEXURE D

mailto:[email protected]

Form 532 Appointment of Proxy Form


Instructions: In completing this proxy form, please refer to the instructions on the last page.

A. Name and contact details of creditor

1

(if entitled in a personal capacity, given name and surname; if a corporate entity, full name of Company, etc) 2 of (address)

3 Tel: 4 Email:

B. Appointment of person to act as proxy

(You may nominate ‘the Chairperson” of the meeting as your proxy)

I / We, a creditor of the SGA, appoint: 1

(name of person appointed as proxy) 2 or in his / her absence

(address)3

(name of person appointed as alternate proxy) 4 as my / our proxy

(address)

to vote for me/us on my/our behalf at the meeting of creditors to be held at 11:00 am (AWST) on Tuesday, 27 April 2021 at the offices of Avior Consulting, Level 2, 1160 Hay Street, West Perth WA 6005, or at any adjournment of that meeting, in accordance with the instructions in Section C below.

C. Voting instructions

1Option 1:

and / or

If appointed as a general proxy, as he/she determines on my/our behalf.

2Option 2: If appointed as a special proxy for some or all resolutions, specifically in the manner set out below (please tick).

Resolution For Against Abstain General proxy

to vote

3. That in the event that analternative Administrator isproposed, that the existingAdministrator be replaced and thealternative Appointee beappointed in his stead.

4. That a committee of inspection beappointed in the administration ofSchlager Group Australia Pty Ltd.

ANNEXURE D

D. Signature

1 Dated:

2 Signature:

3 Name / Capacity:

E. Certificate of Witness


I, of

(name of witness) (address of witness)

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 or her before he or she signed or marked the instrument. Dated:

Signature:

Description:

Place of Residence:

F. Submitting the Proxy

For a person to be eligible to attend and vote at the meeting on your behalf, this form is to be completed and submitted by no later than 5:00pm (AWST) on Friday, 23 April 2021 to:

Schlager Group Australia Pty Ltd (Administrator Appointed)

c/- Avior Consulting Level 2, 1160 Hay Street West Perth WA 6005

PO Box 92 West Perth WA 6872

Tel: 08 6145 0700 Email: [email protected]

ANNEXURE D

Creditor Assistance Sheet: Completing a Proxy Form

Section A – Name and Contact Details of Person or Entity Entitled to Attend Meeting

1. Insert the full name of the employee, individual, sole trader, partnership or company that the debt is owed to.2. Insert the address of the employee, individual, sole trader, partnership or company that the debt is owed to.3. Insert the telephone number of the employee, individual, sole trader, partnership or company that the debt is owed

to.4. Insert the fax number of the employee, individual, sole trader, partnership or company that the debt is owed to.

Section B – Appointment of Person to Act as Proxy

1. Insert the name of the person who will be exercising the creditor’s vote at the meeting. If someone is attending themeeting in person, that person’s name should be inserted. Alternatively, if someone is unable to attend, but you stillwant to cast a vote at the meeting, then you can appoint the Chairperson of the meeting to vote on your behalf byinserting the words ‘the Chairperson’ here.

2. Insert the address of the person nominated at (1) that will be attending the meeting as proxy. If you have elected‘the Chairperson’ because no one is attending in person, leave this row blank.

3. If the person you have elected to attend is unavailable on the day, you may nominate a second person to attend intheir absence. Alternatively, you can appoint the Chairperson of the meeting to vote on your behalf by inserting ‘theChairperson’.

4. Insert the address of the second person here. If you have elected ‘the Chairperson’, leave this row blank.

Section C – Voting Instructions

1. Insert an ‘X’ in this box if you want the person who is attending the meeting to vote as they see fit on each of theresolutions in the ‘Resolution’ table. If you select this option, proceed to Section D, unless you wish to votespecifically on certain resolutions, in which case you also insert an ‘X’ in the special proxy box and select ‘For’,‘Against’ or ‘Abstain’ on the resolutions. The person voting at the meeting will have discretion to vote as they seefit on any resolutions where you have not selected ‘For’, ‘Against’ or ‘Abstain’.

2. Insert an ‘X’ in this box if you want the person who is attending the meeting, to vote exactly in accordance withyour instructions. If you select this option, you must select ‘For’, ‘Against’ or ‘Abstain’ for each of the resolutionsin the ‘Resolution’ table. Do not tick more than one box for each resolution.

Section D – Signature Instructions

1. Insert the date that the proxy form is being signed.2. The form should be signed by one of the following persons:

• If the debt is owed to an employee/individual, then the individual that the debt is owed to; or

• If the debt is owed to a sole trader, then the sole trader that the debt is owed to; or

• If the debt is owed to a partnership, then one of the partners of the partnership; or

• If the debt is owed to a company, then a duly authorised office of the company (normally a director orsecretary of the company).

3. Insert the name of the person signing the form, and note their capacity (that is, their role):

• If the debt is owed to a sole trader, note their capacity as proprietor, eg: “[Full name], proprietor”; or

• If the debt is owed to a partnership, note their capacity as partner, eg: “[Full name], partner of the firm namedin Section A above”; or

• If the debt is owed to a company, note their capacity as director or secretary, eg: “[Full name],director/secretary of the company named in Section A above”]

Section E – Certificate of Witness


ANNEXURE D


ABN 34 799 701 147


Corporations Act 2001 Sections 506A




Declaration of Independence, Relevant Relationships and Indemnities

The purpose of this document is to assist creditors with understanding any relevant relationships that I, the Voluntary Administrator, have with parties who are closely connected to the Companies and any indemnities or upfront payments that have been provided to me. None of the relationships disclosed in this document are such that my independence is affected.

This information is provided so you have trust and confidence in my independence and, if not, you can ask for further explanation or information and can act to remove and replace me if you wish.

This declaration is made in respect of myself, my partners, Avior Consulting and its staff.

I am a Professional Member of the Australian Restructuring Insolvency & Turnaround Association (ARITA). I acknowledge that I am bound by the ARITA Code of Professional Practice.

A Independence

I have assessed my independence and I am not aware of any reasons that would prevent me from accepting this appointment.

There are no other known relevant relationships, including personal, business and professional relationships that should be disclosed beyond those I have disclosed in this document.

B Circumstances of appointment

(i) How I was referred this appointment

This appointment was referred to me by Fisher GT Financial Group.

I believe that this referral does not result in a conflict of interest or duty because there is no expectation, agreement or understanding between me and Fisher GT Financial Group regarding the conduct of the Voluntary Administration and I am free to act independently and in accordance with the law and applicable professional standards.

ANNEXURE E

Page 2 of 3

(ii) Did I meet with the Companies, the directors or their advisers before I was appointed?

☒ Yes ☐ No

Following the referral from Fisher GT Financial Group, on 13 April 2021 my colleague Kelly Meyn had a discussion with one of the shareholders of SGA, which lead to a discussion with Mr Nicholaus Schlager, a director of both Companies. Mr Schlager attended a meeting at my offices on the same day, Tuesday 13 April 2021. These interactions were for the purposes of discussing:

• the Companies’ financial position; and

• the potential options available to the Companies. I received no remuneration for this advice. In my opinion, these discussions and meeting do not affect my independence for the following reasons:

• My advice was limited to assessing the Companies’ financial position, the consequences of insolvency and restructuring options;

• Advice was given in relation to the Companies only. I did not advise the directors personally or others;

• The Courts and the Code specifically recognise the need for practitioners to provide advice on the insolvency process and the options available and do not consider that such advice results in a conflict or an impediment to accepting the appointment;

• The nature of the advice is such that it would not be subject to review and challenge during the administration; and

• The pre-appointment advice will not influence my ability to fully comply with the statutory and fiduciary obligations associated with the administration in an objective and impartial manner.

I have provided no other information or advice to the Companies, its directors and advisers prior to my appointment beyond that outlined in this DIRRI.

C Declaration of Relationships

Within the previous two years, I, or my firm, have had a relationship with:

The Companies? ☐ Yes ☒ No

The directors? ☐ Yes ☒ No

Any associates of the Companies? ☐ Yes ☒ No

A former insolvency practitioner appointed to the Companies? ☐ Yes ☒ No

A secured creditor entitled to enforce a security over the whole or substantially the whole of the Companies’ property?

☐ Yes ☒ No

ANNEXURE E

Page 3 of 3

Do I have any other relationships that I consider are relevant to creditors assessing my independence?

☐ Yes ☒ No

D Indemnities and up-front payments

I have not received any up-front payments or indemnities for this appointment. This does not include any indemnities I may be entitled to under the law. Dated 14 April 2021:

..................................................... Dermott McVeigh Voluntary Administrator Notes: 1. The assessment of independence has been made based on an evaluation of the significance of any threats

to independence and in accordance with the requirements of the relevant legislation and professional Standards.

2. If circumstances change, or new information is identified, I am required under the Corporations Act 2001 and ARITA’s Code of Professional Practice to update this Declaration and provide a copy to creditors with my next communication as well as table a copy of any replacement declaration at the next meeting of the insolvent’s creditors. For creditors’ voluntary liquidations and voluntary administrations, this document and any updated versions of this document are required to be lodged with ASIC.

ANNEXURE E

PERTH – Suite 2, Level 1, 1160 Hay Street, WEST PERTH WA 6005 Tel +61 8 6145 0700 SYDNEY - Level 35, Tower One, 100 Barangaroo Towers, SYDNEY NSW 2000 Tel +61 2 8114 4400

ABN 34 799 701 147





Initial Advice to Creditors on Remuneration

I, Dermott McVeigh of Avior Consulting, refer to my appointment as Voluntary Administrator of the Companies and, in accordance with the law and applicable professional standards, provide herewith my initial advice to creditors on remuneration.

1 Remuneration Methods

There are four basic methods that can be used to calculate the remuneration charged by an insolvency practitioner, as follows:

1.1 Time Based (hourly rates)

This is the most common method. The total fee charged is calculated by reference to the hourly or time unit rate charged for each person who carries out the work multiplied by the number of hours spent by each person on necessary work properly performed.

1.2 Fixed fee

The total fee charged is normally quoted at the commencement of the administration and is the total cost for the administration. Sometimes, a practitioner will finalise the administration for a fixed fee.

1.3 Percentage

The total fee charged is based on a percentage of a particular variable such as the gross proceeds of asset realisations.

1.4 Contingency

The insolvency practitioner’s fee is contingent on achieving a particular outcome.

2 Remuneration method chosen

Given the nature of this administration, I propose that my remuneration be calculated using the time based method. Time based remuneration is appropriate in this administration given:

• It ensures actual time is billed at an hourly rate applicable to staff experience;

• It ensures that remuneration claimed is only for necessary work properly performed inthe administration; and

ANNEXURE F

Page 2 of 3

• It covers tasks required to be undertaken in the administration which not only relate to asset realisations but also to reporting requirements and other tasks of an administrative or statutory nature.

3 Explanation of hourly rate

The hourly rates for my remuneration calculation are set out in the following table together with a general guide showing the qualifications and experience of staff engaged in the administration and the role they take. The hourly rates encompass the total cost of providing professional services and should not be compared to an hourly wage. Schedule of Hourly Rates & General Guide to Staff Experience:

Title Rate ($)

Experience

Partner / Appointee 600 The Partner/Appointee is likely a registered liquidator and member of the CAANZ and the ARITA, bringing specialist skills to the administration or insolvency tasks.

Senior Manager 475

Generally, more than 7 years’ experience with at least 4 years as a Manager. University degree; member of the CAANZ and the ARITA; very strong knowledge of relevant insolvency legislation and issues.

Manager 400

Generally, 4-7 years’ experience with well-developed technical and commercial skills. University degree; member of CAANZ and, generally, the ARITA; strong knowledge of relevant insolvency legislation and issues. Controls 2-4 staff.

Senior Analyst 330 Generally, 2-4 years’ accounting or insolvency experience. University degree; completing the CAANZ’s CA program. Good knowledge of basic insolvency legislation and issues.

Analyst 220 Generally, 1-3 years’ accounting or insolvency experience. University degree, CAANZ’s CA program commenced.

Personal Assistant / Administration

180 Appropriate skills, including books and records management and accounts processing particular to the administration.

Notes: The hourly rates are exclusive of GST. The guide to staff experience is intended only as a general guide to the qualifications and experience of staff engaged in the administration. Staff may be engaged under a classification considered appropriate for their experience. Time is recorded and charged in six-minute increments. Creditor approval will be sought prior to the application of any new rates to this administration.

4 Disbursements

4.1 Types of disbursements

Disbursements are divided into three types:

1. Externally provided professional services. These are recovered at cost. An example is legal fees.

ANNEXURE F

Page 3 of 3

2. Externally provided non-professional costs such as travel, accommodation and search fees. These disbursements are recovered at cost.

3. Internal disbursements such as photocopying, printing and postage may be charged

at cost.

5 Queries

If you require further information in respect of the above, or have other questions, please contact the nominated contact person at section 1 of the Circular to Creditors.

6 Information available

The Administrator is a professional member of ARITA and Avior Consulting follows the ARITA Code. A copy of the Code may be found on the ARITA website at www.arita.com.au. An information sheet concerning approval of remuneration in external administrations can also be obtained from the Australian Securities & Investments Commission website at www.asic.gov.au. Dated this 14 April 2021

Dermott McVeigh Administrator

ANNEXURE F

Specific questions about the voluntary administration should be directed to the voluntary administrator’s office.

AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION

Creditor Rights in Voluntary Administrations

Requests must be reasonable.

They are not reasonable if:

(a) complying with the request would

prejudice the interests of one or more

creditors or a third party

(b) the information requested would be

privileged from production in legal

proceedings

(c) disclosure would found an action for

breach of confidence

(d) there is not sufficient available

property to comply with the request

(e) the information has already been

provided

(f) the information is required to be

provided under law within 20

business days of the request

(g) the request is vexatious

If a request is not reasonable due to (d),

(e) or (f) above, the voluntary

administrator must comply if the creditor

meets the cost of complying with the

request.

Otherwise, a voluntary administrator must

inform a creditor if their information

request is not reasonable and the reason

why.

As a creditor, you have rights to request meetings and information or take certain actions:

Right to request information

Right to give directions to

voluntary administrator

Right to appoint a reviewing liquidator

Right to replace voluntary

administrator

Right to request information

Information is communicated to creditors in a voluntary

administration through reports and meetings.

In a voluntary administration, two meetings of creditors are

automatically held. You should expect to receive reports and notice

of these meetings:

▪ The first meeting is held within 8 business days of the

voluntary administrator’s appointment. A notice of meeting and

other information for this meeting will be issued to all known

creditors.

▪ The second, or decision, meeting is usually held within 6

weeks of the appointment, unless an extension is granted. At

this meeting, creditors will get to make a decision about the

company’s future. Prior to this meeting the voluntary

administrator will provide creditors with a notice of the meeting

and a detailed report to assist in making your decision.

Important information will be communicated to creditors prior to

and during these meetings. Creditors are unable to request

additional meetings in a voluntary administration.

Creditors have the right to request information at any time. A

voluntary administrator must provide a creditor with the requested

information if their request is ‘reasonable’, the information is

relevant to the voluntary administration, and the provision of the

information would not cause the voluntary administrator to breach

their duties.

A voluntary administrator must provide this information to a creditor

within 5 business days of receiving the request, unless a longer

period is agreed. If, due to the nature of the information requested,

the voluntary administrator requires more time to comply with the

request, they can extend the period by notifying the creditor in

writing.

ANNEXURE G

AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2

12142 (VA) - INFO - CREDITOR RIGHTS INFORMATION SHEET V2_0.DOCX Version: June 2018

Creditors, by resolution, may give a voluntary administrator directions in relation to a voluntary

administration. A voluntary administrator must have regard to these directions, but they are not required to

comply with the directions.

If a voluntary administrator chooses not to comply with a direction given by a resolution of the creditors, they

must document their reasons for not complying.

An individual creditor cannot provide a direction to a voluntary administrator.

Creditors, by resolution, may appoint a reviewing liquidator to review a voluntary administrator’s

remuneration or a cost or expense incurred in a voluntary administration. The review is limited to:

▪ remuneration approved within the six months prior to the appointment of the reviewing liquidator, and

▪ expenses incurred in the 12 months prior to the appointment of the reviewing liquidator.

The cost of the reviewing liquidator is paid from the assets of the voluntary administration, in priority to

creditor claims.

An individual creditor can appoint a reviewing liquidator with the voluntary administrator’s consent, however

the cost of this reviewing liquidator must be met personally by the creditor making the appointment.

At the first meeting, creditors have the right to remove a voluntary administrator and appoint another

registered liquidator to act as voluntary administrator.

A creditor must ensure that they have a consent from another registered liquidator prior to the first meeting if

they wish to seek the removal and replacement of a voluntary administrator.

Creditors also have the opportunity to replace a voluntary administrator at the second meeting of creditors:

▪ If creditors vote to accept a proposed deed of company arrangement, they can appoint a different

registered liquidator as the deed administrator.

▪ If creditors vote to place the company into liquidation, they can appoint a different registered liquidator as

the liquidator.

It is however usual for the voluntary administrator to act as deed administrator or liquidator. It would be

expected that additional costs would be incurred by an alternate deed administrator or liquidator to gain the

level of knowledge of the voluntary administrator.

Like with the first meeting, a creditor must ensure that they have a consent from another registered

liquidator prior to the second meeting if they wish to seek to appoint an alternative registered liquidator as

deed administrator or liquidator.

Right to appoint a reviewing liquidator

Right to replace voluntary administrator

Right to give directions to voluntary administrator

For more information, go to www.arita.com.au/creditors.

Specific queries about the voluntary administration should be directed to the voluntary

administrator’s office.

ANNEXURE G

http://www.arita.com.au/creditors

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