“the Companies”) The Liquidator’s Report to Creditors dated3. Conduct of Liquidation since Previous Report 3.1. Liquidator’s acts and dealings to date Since the date of the

13 June 2017

Dear Sir/Madam

Forge Group Limited (In Liquidation) (Receivers and Managers Appointed) ACN 065 464 226 and certain of its subsidiaries as outlined in The Schedule (Collectively, “the Companies”)

I refer to my appointment as Administrator of the Companies on 11 February 2014 pursuant to Section 436A of the Corporations Act 2001 (the Act) and to my subsequent appointment as Liquidator of the Companies on 18 March 2014. In accordance with section 508(1) of the Act, I advise that as the liquidation of the Companies has continued for more than a year I provide notice of an upcoming concurrent annual meetings of the creditors of the Companies and enclose the following documents:

1. The Liquidator’s Report to Creditors dated 13 June 2017 that is to be considered at the upcoming concurrent meetings of creditors.

2. Notice of Concurrent Annual Meeting of Creditors of the Companies to be held on Friday, 30 June 2017 at 11:00am at the offices of Ferrier Hodgson, Level 28, 108 St Georges Tce, Perth WA 6000.

3. Formal Claim Form for voting purposes only. If you submitted one of these for the purposes of a previous meeting of creditors, you do not need to submit another one for this meeting unless you are seeking to amend your claim.

4. Appointment of Proxy Form. This form enables you to appoint another person to act on your behalf at the meeting. Proxy forms submitted for previous meetings are not valid for this meeting. You must complete a Proxy Form should you wish to vote at the meeting unless you are representing yourself as an individual. All creditors should lodge the Formal Claim Form (if required) and Proxy Form with this office before the meeting and, in any event no later than 4:00pm (WST) on the day prior to the meeting. Forms can be sent by facsimile on (08) 9214 1400 marked to the attention of Precious Mukosera or scanned and emailed to [email protected]. However, Corporations Regulation 5.6.36A requires lodgement of the original of the Proxy Form with the Liquidator’s office within 72 hours of lodging the faxed copy.

5. The Liquidator’s Remuneration Approval Request reports for the DXG Companies (as

outlined in the schedule) and Forge Group Asset Management Pty Ltd.

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Further information concerning the conduct of the liquidation of the Companies is available on the Ferrier Hodgson website at https://www.ferrierhodgson.com/au/creditors/forge-group-ltd. Should you have any queries regarding the liquidation or the enclosed report, please do not hesitate to contact this office on 08 9214 1485. Yours faithfully Forge Group Limited and certain of its subsidiaries as outlined in The Schedule Martin Jones Liquidator Encl.

https://www.ferrierhodgson.com/au/creditors/forge-group-ltd

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THE SCHEDULE

Liquidator Appointed

Company ACN

Forge Group Ltd 065 464 226

Alanthus Nominees Pty Ltd 112 996 746

Energy Maintenance Partners Pty Ltd 147 111 215

Forge Group Asset Management Pty Ltd 161 511 486

Forge Group Construction Pty Ltd 114 897 728

Forge Group Minerals & Resources Ltd 113 740 211

Forge Group Power Pty Ltd 103 678 324

Forge International Pty Ltd 128 522 305

Cimeco Pty Ltd 161 511 477

CTEC Pty Ltd 161 511 468

Abesque Engineering Pty Ltd 161 511 931

The DXG Companies

Company ACN





Receivers and Managers Appointed

Company ACN








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13 June 2017

Forge Group Limited and certain of its subsidiaries as set out in The Schedule

Liquidator’s Annual Report to Creditors Pursuant to Section 508 and Section 577 of the

Corporations Act 2001

Table of Contents

1 Introduction 1

2 Annual meeting of creditors 1

3 Conduct of liquidation since previous report 2

4 Employee entitlements 5

5 Receipts and Payments 6

6 Estimated Return to Creditors 6

7 Declaration of Independence, Relevant Relationships and Indemnities

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8 Further Queries 9

Annexures

A Forge Group Limited

B Alanthus Nominees Pty Ltd

C Energy Maintenance Partners Pty Ltd

D Forge Group Asset Management Pty Ltd

E Forge Group Construction Pty Ltd

F Forge Group Minerals & Resources Ltd

G Forge Group Power Pty Ltd

H Forge International Pty Ltd

I Cimeco Pty Ltd

J CTEC Pty Ltd

K Abesque Engineering Pty Ltd

L Declaration of Independence, Relevant Relationships and Indemnities

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1. Introduction

I refer to my previous annual report to creditors dated 10 June 2016 (Previous Report) and provide a further update with regard to the progress of the liquidation of Forge Group Limited and certain of its subsidiaries as set out in The Schedule, collectively referred to as the Companies. Pursuant to Section 508(3) of the Act, I now take this opportunity to report to you on the liquidation of the Companies and, in particular, as to: an account of the Liquidator’s acts and dealings in the conduct of the winding up of the

Companies since my last report dated 10 June 2016. the Liquidator’s acts and dealings that remain to be carried out to complete the winding up. This report provides an overview of the liquidations of the Companies to date which encloses Annexures for each of the Companies to outline the progress of the respective liquidations to date and the outstanding tasks to finalisation. Based on the assets realised in each of the liquidations to date, there are presently insufficient funds in the liquidation of each of the Companies to permit the payment of a dividend to any class of creditors of the Companies. This position may change depending on the outcome of certain causes of action being investigated and pursued by the liquidator on behalf of the Companies. The Liquidators’ control of some of the Companies has been subject to the appointment of the Receivers and as a result, the Liquidator’s powers are limited and subordinate to the powers of the Receivers.

2. Meeting of Creditors

Creditors are advised that the Liquidator provides notice of concurrent upcoming meetings of the creditors of the Companies to be held on Friday, 30 June 2017 at 11:00am at the offices of Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth WA 6000. At the meeting, creditors will be asked to consider and vote upon: 1. Whether to appoint Wayne Rushton and Dermott McVeigh as additional joint and several

Liquidators of each of the Companies that are in liquidation. Following the resignations of Andrew Saker and Ben Johnson, I remain as sole liquidator of the Companies. I recommend that Wayne Rushton and Dermott McVeigh be appointed as a joint and several Liquidators in order to provide flexibility in respect of the ongoing management of the liquidations. I confirm that they have both given their consent to act on these appointments if approved by creditors.

2. Whether to approve the pooling determination made by the Liquidator in accordance with section

571 of the Act whereby the assets and liabilities of the DXG Companies and Forge Group Asset Management Pty Ltd are pooled and applied jointly as though it were a single liquidation. Please refer to section 6 of this report for an overview as to the anticipated impact of a pooling order on the ongoing liquidation of the DXG Companies and Forge Group Asset Management Pty Ltd.

3. Whether to fix the remuneration of the Liquidator as detailed in the enclosed Remuneration

Approval Request Reports for the relevant entities.

Creditors should ensure that the Appointment of Proxy (and Proof of Debt if one has not already been lodged with the Liquidator) is lodged prior to the meeting to be eligible to vote unless you are representing yourself as an individual.

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3. Conduct of Liquidation since Previous Report

3.1. Liquidator’s acts and dealings to date

Since the date of the last annual report, the following matters have been attended to:

Lodged my investigation reports pursuant to section 533 (1) of the Act with the Australian Securities and Investment Commission (ASIC). I confirm that ASIC has received my report and have requested further information in respect of the matters reported by me in the form of a supplementary report pursuant to section 533(2) of the Act.

Progressed my investigations into the potential insider trading claim against Clough Limited

(Clough) with the benefit of the litigation funding agreement with IMF Bentham Limited (IMF). Negotiated a further funding agreement with International Litigation Partners Pte Ltd (ILP),

conditional upon consent from the secured creditor to the proposed distribution waterfall of any proceeds from secured assets.

Undertaken further investigations and commenced recovery action against certain creditors of

the Companies that may have received an unfair preference. The activities in relation to pursuing various potential unfair preferences are not the subject of any litigation funding arrangements at this time.

Liaised with the Committee of Inspection as to the status of the liquidations. Engaged with the Companies’ Director and Officer insurer as to the class action commenced

against the Group by Slater and Gordon and filed submissions in opposition to the plaintiffs’ application to commence their proceedings and obtain leave of the Court.

Commenced the public examinations process against individuals at Samsung C&T Corporation

(Samsung) in connection with calling bonds in the amount of $111M. Responded to ongoing unsecured creditors and investors enquiries by way of written

correspondence and telephone. Ongoing compliance with all statutory requirements.

3.2. ASIC Reporting

I have finalised and lodged my statutory investigations reports pursuant to section 533(1) of the Act with ASIC for the Companies. Based on the preliminary findings in the above reports, ASIC have requested that I prepare supplementary investigation reports pursuant to section 533(2) of the Act. Creditors will appreciate that these reports are confidential as between ASIC and the Liquidator and I am unable to disclose any further details in this regard.

3.3. Liquidator’s Claims

Further to my Previous Report, I have:

continued to work with IMF to progress my investigations into the potential insider trading claims against Clough Limited; and

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entered into a separate litigation funding agreement with ILP (ILP Funding Agreement) to the

balance of the identified causes of action not covered by the litigation funding agreement with IMF.

The types of claims covered by the ILP Funding Agreement include: 1) Any claims that the Companies may have against the officers of the Companies.

2) Any claims against the former auditors of the Companies, specifically but not limited to, Grant

Thornton in relation to the 30 June 2012 audit and KPMG in relation to the 30 June 2013 audit.

3) Any claims that the Companies may have against Samsung C&T Corporation arising out of or in connection with its calling in of approximately $111M worth of Forge security bonds.

Given the commercially sensitive nature of the claim I am unable to provide creditors with any further particulars at this stage. I will continue to update creditors (and the COI) in relation to the above maters to the extent that dissemination of the information will not impact the cause of action.

3.4. Unfair Preference Claims

My ongoing investigations into the affairs of the Companies identified a number of transactions between the Companies and both the ATO and trade creditors which I consider represent unfair preferences pursuant to Section 588FA of the Act.

On 24 November 2016 I commenced recovery action by writing to the ATO through my solicitors with regard to payments made to the ATO in the lead up to the appointment of Administrators. I have not reached an agreed outcome in relation to these claims, and continue to pursue them.

On 9 December 2016 I began writing to creditors with regard to potential unfair preference payments, with a large number of these claims having since been resolved.

On 10 February 2017 I commenced proceedings against those creditors with whom I was not able to reach a commercial settlement.

A summary of claims settled or currently being pursued is shown below:

Whilst I believe that these claims are meritorious, the defendants in the proceedings have raised

a number of defences that may be available pursuant to section 588FGA of the Act and at law.

I outline below, the key dates relevant to progressing the proceedings:

- 10 May 2017: Last day for the defendants to respond to the Liquidators application for

leave ’nunc pro tunc’.

Preference action outcomes Forge Group

Limited ($’000s)

Forge Group Power

($’000s)

Forge Group Construction

($’000s)

Total ($’000s)

Claims Resolved 141 1,599 710 2,450

Face value of claims being litigated 1,503 55,574 23,396 84,613

Face value of claims against the ATO 1,524 991 4,253 6,768

Total $3,168 $62,077 $28,725 $93,970

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- 24 May 2017: Last day for the plaintiff to file and serve material to the defendant’s position

regarding the leave application.

- 3 July 2017 (subject to extension by the court): Due date for filing of the Companies

statements of claim and submission of the Liquidator’s solvency analysis.

- 26 July 2017 (subject to extension by the court): Recommencement of the adjourned

strategic conference, from which further programming orders will be made.

Given the commercially sensitive nature of the claims I am unable to provide creditors with any further particulars at this stage.

3.5. Defence of Proceeding

As previously foreshadowed, there are a number of claims which have been brought against the Companies and/or the former directors. The two primary actions in this regard are: Rushleigh Services proceeding or Slater & Gordon class action; and Swiss RE/ Asset Insure proceedings. Whilst the Companies are not a party to the Swiss RE proceedings (and therefore, I am not in a position to comment as to its status), I have been actively involved in the defence of the Rushleigh proceedings, specifically in opposing the granting of leave for Slater & Gordon to commence proceedings against the Companies pursuant to (Section 500(2) of the Act). On 7 December 2016 Foster J delivered his judgement on the Rushleigh proceedings where the Court refused to grant the leave sought by Slater & Gordon. I will continue to update creditors and the COI with respect of the above proceedings, to the extent possible. Samsung Examinations This matter involved the proposed examinations of certain Samsung personnel in connection with the calling of the bonds by Samsung shortly after the appointment of Voluntary Administrators to the Companies. The total of these bonds was approximately $111M (of which $30M consisted of a prepayment with balance at appointment being circa $80M). Creditors may recall that the Liquidator had entered into a funding arrangement with the Receivers and Managers to conduct further investigations in respect to the matter, including conducting public examinations. Given the recent release of this potential claim by the Receivers in favour of the Liquidators, it is currently proposed that this matter be advanced by way of litigation funding which is detailed further in section 3.3.

3.6. Chapter 15 Proceedings

Per my circular to creditors of 20 January 2017, following the appointment of Administrators and Receivers to the Companies, a dispute arose regarding ownership of four gas turbines (the Turbines) that were leased from Power Rental Op Co Australia, LLC, Power Rental Asset Co. Two, LLC and APR Energy Holdings Limited (collectively referred to as APR) to Forge Group Power Pty Ltd (Receivers and Managers Appointed) (In Liquidation) (FGP).

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On 22 July 2014, FGP and APR entered into a settlement agreement resolving the manner in which the dispute over the Turbines was to be decided (the Settlement Agreement). On 11 February 2016 the Supreme Court of NSW issued its initial decision that ownership of the Turbines vested with FGP on the appointment of an Administrator. However, this initial decision was subject of an appeal in the NSW’s Court of Appeal. Contrary to the terms of the Settlement Agreement, on 23 July 2016 APR filed separate proceedings against FGP in the United States District Court of Harris County, Texas seeking a declaration that APR owned the Turbines (the Texas Proceedings). In order to protect the interests of all creditors of FGP, on 3 January 2017 I filed a petition in the United States Bankruptcy Court for the Northern District of California under Chapter 15 of the U.S. Code: Title 11 – Bankruptcy (the Bankruptcy Code) seeking, amongst other things, recognition of the Australian liquidation in the United States of America (Chapter 15 Application). By obtaining recognition of the Australian liquidation in the United States of America, it is intended that all litigation claims and enforcement actions against FGP would be prohibited in the United States of America, including the Texas Proceedings, which if allowed to proceed would be detrimental for all creditors of FGP. On 22 March 2017 the US Bankruptcy Court denied FGP’s petition for Chapter 15 relief and on 30 March 2017 I instructed my solicitors to appeal this decision. I will continue to provide creditors with updates regarding the process of this appeals process as relevant matters arise. The outcome of the above proceedings is of material consequence to unsecured creditors of the Companies as there is an overall benefit to all creditors from funds recovered from the above proceedings being applied towards repayment of the secured creditors’ debt, as the latter results in an increased possibility of there being a return for other unsecured creditors in accordance with the priorities set out in section 556 of the Act.

4. Employee Entitlements

Shortly following my appointment as Liquidator, I wrote to each former employee of the Companies to inform them of the FEG claim process and provided the relevant information required to submit their claims to the Department of Employment (DOE) in respect of outstanding pre-appointment employee entitlements. I table below a summary of the current estimated employee entitlements for each respective company:

Entity Outstanding

Employee entitlements ($)

Total funds distributed by FEG ($)

Claims under s560 of the

Corporations act ($)

Total outstanding

priority creditors ($)

Forge Group Construction Pty Ltd 13,464,259 13,646,078 14,251,884 41,362,221

Forge Group Limited 4,106,209 2,446,305 1,757,507 8,310,021

Forge Group Asset Management Pty Ltd 457,485 781,349 575,014 1,813,848

Forge Group Power Pty Ltd 1,564,675 1,523,671 1,574,473 4,662,819

Forge Group Minerals and Resources Ltd 1,147,093 1,431,508 929,572 3,508,173

Total 20,739,721 19,828,911 19,088,450 59,657,082

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The payment of any dividend in respect of priority creditors is dependent on the realisation of net circulating assets from the Receivership or receipt of proceeds from claims in the liquidation, less the costs of the liquidation.

I confirm that the DOE is entitled to claim as a priority unsecured creditor in the liquidations of the respective entities in respect of the funds advanced through the FEG scheme. The repayment of these funds advanced by DOE in relation to outstanding employee entitlements.

Under s560 of the Act, if a payment has been made by a company on account of wages, and the payment was made as a result of an advance of money for the purpose of making the payment, then the advancer of the funds used to pay wages is able to claim in the winding up of the Companies alongside the same priority as the use for which the funds were paid.

In this regard Australian New Zealand Banking Group Limited and ANZ Fiduciary Services Pty Ltd facilitated the advance of funds to the Companies in December 2013 and January 2014 for the purpose of the Companies meeting payroll obligations to employees, and accordingly, is able to claim an equal ranking in the distribution of funds from the Liquidation under s556 of the Act.

5. Receipts and Payments

Please refer to the relevant entities’ Annexure for details of the respective receipts and payments.

6. Estimated Return to Creditors

At this stage of the Liquidation, I am not able to provide an updated statement of position given the ongoing realisation process being conducted by the Receivers and the preliminary status of the current and potential litigation in the Liquidation. Pooling Determination I note that the estimated return to creditors of the Companies will be affected by whether or not creditors resolve in favour of the proposed pooling determination pursuant to section 571 of the Act. Approval of the pooling determination will permit the liquidation of related companies to be combined and managed as if they were one company. This will allow scope for administrative cost reductions which are discussed further below. At the creditors meeting to be held on 30 June 2017, I will be requesting that creditors approve a pooling determination made in accordance with section 571 of the Act whereby the assets and liabilities of the DXG Companies and Forge Group Asset Management Pty Ltd are pooled and applied jointly as though it were a single liquidation. In considering whether or not to make a pooling determination, the Act provides for the following specific criteria:

Is there a ‘group’ of two or more companies? Section 579E(1) provides that pooling orders may be made in respect of “…a group of 2 or more companies”. I am proposing that each of the DXG Companies and Forge Group Asset Management Pty Ltd be a member of the pooled group, subject to the eligible unsecured creditors of each of the DXG Companies and Forge Group Asset Management Pty Ltd resolving in favour of the same.

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Are the companies within the ‘group’ being wound up? Unsecured creditors will be aware that each of the Companies are being wound up in accordance with the creditor resolutions passed at the concurrent second creditors’ meetings held on 18 March 2014.

Is there satisfaction of at least one of the criteria under section 579E(1)(b) of the Act evidencing that there is a connection between the companies in the ‘group’?

Section 579E(1)(b) provides for the following criteria:

(i) Each company in the group is a related body corporate of each other company in the group.

(ii) Apart from this section, the companies in the group are jointly liable for one or more debts or claims.

(iii) The companies in the group jointly own or operate particular property that is or was used, or for use, in connection with a business, scheme, or an undertaking, carried on jointly by the companies in the group.

(iv) One or more companies in the group own particular property that is or was used, or for use, by any or all of the companies in the group in connection with a business, a scheme, or an undertaking, carried on jointly by the companies in the group.

The DXG Companies and Forge Group Asset Management Pty Ltd satisfy item (i) as each are a related body corporate. In respect of item (ii), the DXG Companies were a party to a Deed of Cross Guarantee. Upon liquidation, the Deed of Cross Guarantee became enforceable and each member of the Deed of Cross Guarantee became liable for the third party debts of each other member. In respect of item (iii), and prior to the appointment of Voluntary Administrators, the DXG Companies and Forge Group Asset Management Pty Ltd jointly operated out of the same head office located at 28 Troode Street, West Perth WA 6005. This address was jointly used in carrying on the business of the DXG Companies and Forge Group Asset Management Pty Ltd. In respect of item (iv), FGL, as the ultimate holding company of the Companies, owned office equipment and other assets that were used or otherwise available for use for the benefit of all of the Companies. Further, the key decisions around the use of the assets owned by the Companies were made at the FGL board level.

Is it just and equitable to make the pooling order? In determining whether it is ‘just and equitable’, I have had regard to the following:

(a) The integration and intermingling of the business and affairs of the companies within the group.

The structure of the Forge Group was such that each entity was dependent on at least one other entity for its operational needs and support services.

(b) The reasons for the failure of the group of companies where the downfall of the companies came about from the same circumstances. As noted in my 439A report dated 10 March 2014, my preliminary investigations identified the following causes of failure in relation to the Forge Group of companies:

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i) General market downturn in the mining industry over the past 18 to 24 months, and

in particular the reduction in capital expenditure in relation to large scale mining construction projects.

ii) Cost escalations as a result of inferior or underdeveloped, engineering work and front end design in relation to a number of construction projects.

iii) Insufficient process and risk control measures to mitigate against contracting risk and assumed risks as part of acquisitions.

iv) An aggressive approach to acquisitions which utilised a debt focused capital structure to grow the business.

The above factors affected the Companies as a whole and occurred in circumstances where the DXG Companies and Forge Group Asset Management Pty Ltd had been under common management over the preceding years. The existence of common management across the Companies is also a factor that is relevant to whether it is ‘just and equitable’ to make a pooling determination under section 579E(12)(a)(ii) of the Act. Furthermore, the DXG Companies and Forge Group Asset Management Pty Ltd entered external administration on the same date.

(c) Whether any of the creditors may be advantaged or disadvantaged by the making of the pooling determination. If the separate liquidations of the DXG Companies and Forge Group Asset Management Pty Ltd were to be pooled, the Liquidator would not be required to expend significant time and resources to undertake the following tasks: i) Adjudication and analysis of intercompany debts and claims. ii) Determining the complex asset and liability position of each of the DXG Companies

and Forge Group Asset Management Pty Ltd individually. iii) Assessment of the potential returns to creditors of each of the DXG Companies and

Forge Group Asset Management Pty Ltd. iv) Undertaking certain necessary administrative, day-to-day duties of each of the DXG

Companies and Forge Group Asset Management Pty Ltd. v) Satisfy the statutory requirements for each of the DXG Companies and Forge Group

Asset Management Pty Ltd. In the circumstances of a larger and complex corporate group such as the DXG Companies and Forge Group Asset Management Pty Ltd, where there is uncertainty as to the potential returns to creditors of the DXG Companies and Forge Group Asset Management Pty Ltd were wound up on an individual basis, the only available conclusion is that the pooling will be advantageous to creditors. Ideally, I would provide creditors with both individual entity level estimated statements of position and a pooled estimated statement of position in order to quantify the approximate benefit to unsecured creditors of resolving in favour of the pooling determinations, however I have not been in a position to prepare this analysis for the following reasons:

Given the appointment of Receivers and Managers to the main operating entities, I am

not privy to the details of their asset realisation process and cannot determine the surplus, if any, that may be available to the Liquidator following their retirement;

The primary asset recoveries available to the Liquidator are litigation claims which are inherently risky, uncertain and unable to be quantified with a high degree of accuracy.

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(d) The potential for the Liquidator to benefit from the making of the pooling determination. If a pooling determination was to be made, it is more likely that the Liquidator’s claim for expenses and remuneration would be met in full from the assets of the pooled group. While this is an advantage to the Liquidator, it is likely that the overall costs and remuneration of the Liquidator will be reduced in a pooled group due to the simplification of the windings up occasioned by a pooling determination.

(e) Whether the pooling order would bring forward the payment of a dividend to creditors and bring the liquidation to an end sooner than if no pooling determination was made. A pooling determination would simplify and streamline the liquidations of the Companies and enable a timelier completion of the liquidations and bring forward the payment of any dividend to creditors.

Is there any material disadvantage to eligible unsecured creditors?

Given that there are reasons why it is just and equitable to make a pooling order in respect of the Companies, I consider that there are no “material disadvantages” to any relevant creditor. Creditors of the Companies are advised to contact this office should they have any queries or concerns regarding proposed pooling determination and its potential impact.

7. Declaration of Independence, Relevant Relationships and Indemnities

The updated DIRRI is provided at Annexure L.

8. Further Queries

Should you require any further information concerning the contents of this report or the liquidation in general, please contact William Hulmes of this office.

DATED this 13th day of June 2017

Martin Jones

Liquidator

Encl.

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Annexure A

Forge Group Limited (FGL)

(Receivers and Managers Appointed) (In Liquidation)

ACN 065 464 226

Work Completed to Date

Please refer to section 3.1 of this report for details of the work completed in respect of FGL.

Employee Entitlements

Please refer to section 4 of this report for details regarding the quantum and estimated timing of payment of priority employee entitlements in the liquidation.

Asset Realisations

Given the appointment of Receivers and Managers to FGL, the powers and responsibilities of the Liquidator are subordinate to them. Therefore, I have focused on continuing to progress my investigations into the Liquidator’s claims that are discussed at section 3.3.

The other recovery actions that I have progressed are in respect of potential unfair preferences which are further discussed in section 3.4.

Statement of Position

The quantum of any return to unsecured creditors of FGL is subject to:

The quantum of any surplus funds available following the retirement of the Receivers and Managers;

Progress and settlement of the various litigation claims discussed in section 3.3 of this report. Litigation claims are inherently uncertain and therefore I have not attributed any specific dollar value to the identified potential claims;

The finalisation of the various proceedings in respect of potential unfair preferences discussed at section 3.4 of this report; and

The outcome of the creditor votes at the upcoming concurrent meeting of creditors of the

Companies. As detailed in section 6 of this report, I am proposing that creditors of FGL approve a pooling determination made in accordance with section 571 of the Act whereby the assets and liabilities of the DXG Companies and Forge Group Asset Management Pty Ltd are pooled and applied jointly as though it were a single liquidation.

Once the outcome of the above matters becomes more certain, I will be in a position to provide unsecured creditors with an estimated statement of position.

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Receipts and Payments

Please refer to FGL’s Remuneration Approval Request Report for details of the respective receipts and payments.

Liquidators’ Remuneration

The Liquidator’s account to creditors in respect of the Liquidator’s remuneration and request the necessary approvals for the payment of such remuneration is detailed in the separately enclosed Remuneration Approval Request Report.

Meeting of Creditors

As the Liquidation of FGL has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of FGL’s creditors.

As detailed in section 2 of this report, creditors are advised that the Liquidator provides notice of concurrent upcoming meetings of the creditors of the Companies to be held on Friday, 30 June 2017 at 11:00am at the offices of Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth WA 6000.

Outstanding Matters to Finalise the Liquidation

At this stage, the outstanding matters in the liquidation relate to:

Awaiting retirement of the Receivers and Managers;

Finalisation of the Liquidator’s claims;

Finalisation of the various proceedings in respect of potential unfair preferences; and

Distribution of any surplus proceeds.

Once the above matters have been finalised I will be in a position to finalise the liquidation which will involve the following tasks: Convene a final meeting of members and creditors (as applicable); and Attend to final statutory requirements of the liquidation.

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Annexure B Alanthus Nominees Pty Ltd (ANPL) (Receivers and Managers Appointed) (In Liquidation) ACN 112 996 746 Work Completed to Date

As you may be aware from my previous reports, ANPL is a subsidiary of ANPL and has been dormant since forming a part of the Forge Group.

Receivers and Managers were appointed to ANPL on 25 July 2014.

Since my Previous Report, I have attended to all statutory requirements of the liquidation.

Asset Realisations

As noted in previous reports to creditors, ANPL was a dormant entity and I have not identified separate financial statements for ANPL. Therefore, at this time I am not aware of any asset realisations available to ANPL, but I continue to investigate any potential claims that may be available to ANPL.


The quantum of any return to unsecured creditors of ANPL is subject to the finalisation of my investigations to identify any asset realisations available to ANPL. As these potential asset realisations are limited to potential litigation recoveries which are inherently uncertain, I am unable to provide an entity level statement of position for ANPL at this time.


There have been no receipts and payments in the liquidation of ANPL to date.


Set out below is a summary of the Liquidator’s remuneration incurred for the period to 30 April 2017.

Period Amount (ex GST)

$

Past remuneration approved:

18 March 2014 to Completion 100,000.00

Total past remuneration approved 100,000.00

Remuneration incurred:

18 March 2014 to 30 April 2017 8,220.50

External Funding – KordaMentha (1,953.00)

Total current remuneration approval remaining 93,732.50

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As the Liquidation of ANPL has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of ANPL’s creditors.




Awaiting retirement of the Receivers and Managers.

Finalising investigations into any potential avenues of recovery that may be available to ANPL.


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Annexure C

Energy Maintenance Partners Pty Ltd (EMPL)

(In Liquidation) ACN 147 111 215


As you may be aware from my previous reports, EMPL was a dormant entity prior to the appointment of Voluntary Administrators.


Asset Realisations

As noted in previous reports to creditors, EMPL was a dormant entity and I have not identified separate financial statements for EMPL. Therefore, at this time I am not aware of any asset realisations available to EMPL, but I continue to investigate any potential claims that may be available to EMPL.


The quantum of any return to unsecured creditors of EMPL is subject to the finalisation of my investigations to identify any asset realisations available to EMPL. As these potential asset realisations are limited to potential litigation recoveries which are inherently uncertain, I am unable to provide an entity level statement of position for EMPL at this time.


There have been no receipts and payments in the liquidation of EMPL to date.



Period

Amount

(ex GST)

$





18 March 2014 to 30 April 2017 4,733.00


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As the Liquidation of EMPL has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of EMPL’s creditors.




Finalising investigations into any potential avenues of recovery that may be available to EMPL.


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Annexure D

Forge Group Asset Management Pty Ltd (FGAM)


ACN 161 511 486


Since the date of my Previous Report, the following matters have been attended to in respect of the liquidation of FGAM:

Lodged my investigation report pursuant to section 533(1) of the Act with ASIC.

Negotiated a further funding agreement with ILP, conditional upon consent from the secured creditors to the proposed distribution waterfall of any proceeds from secured assets.

Responded to ongoing unsecured creditors’ queries by way of written correspondence and

telephone.

Ongoing compliance with all statutory requirements.



Asset Realisations

Given the appointment of Receivers and Managers to FGAM, the powers and responsibilities of the Liquidator are subordinate to them. Therefore, I have focused on continuing to progress my investigations into the Liquidator’s claims that are discussed at section 3.3.


The quantum of any return to unsecured creditors of FGAM is subject to:

The quantum of any surplus funds available following the retirement of the Receivers and Managers; and

Progress and settlement of the various litigation claims discussed in section 3.3 of this report. Litigation claims are inherently uncertain and therefore I have not attributed any specific dollar value to the identified potential claims; and

The outcome of the creditor votes at the upcoming concurrent meeting of creditors of the Companies. As detailed in section 6 of this report, I am proposing that creditors of FGL approve a pooling determination made in accordance with section 571 of the Act whereby the assets and liabilities of the DXG Companies and Forge Group Asset Management Pty Ltd are pooled and applied jointly as though it were a single liquidation.

18



Please refer to FGAM’s Remuneration Approval Request Report for details of the respective receipts and payments.




As the Liquidation of FGAM has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of FGAM’s creditors.





Finalisation of the Liquidator’s claims; and



19

Annexure E

Forge Group Construction Pty Ltd (FGC)


ACN 114 897 728


Please refer to section 3.1 of this report for details of the work completed in respect of FGC.



Asset Realisations

Given the appointment of Receivers and Managers to FGC, the powers and responsibilities of the Liquidator are subordinate to them. Therefore, I have focused on continuing to progress my investigations into the Liquidator’s claims that are discussed at section 3.3.



The quantum of any return to unsecured creditors of FGC is subject to:







20


Please refer to FGC’s section of the Remuneration Approval Request Report for details of the respective receipts and payments.




As the Liquidation of FGC has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of FGC’s creditors.

As detailed in section 2 of this report, creditors are advised that the Liquidator provides notice of

concurrent upcoming meetings of the creditors of the Companies to be held on Friday, 30 June

2017 at 11:00am at the offices of Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth WA

6000.








21

Annexure F

Forge Group Minerals & Resources Limited (FGMR)


ACN 113 740 211


Since the date of my Previous Report, the following matters have been attended to in respect of the liquidation of FGMR:

Lodged my investigation report pursuant to section 533(1) of the Act with ASIC.

Negotiated a further funding agreement with ILP, conditional upon consent from the secured creditors to the proposed distribution waterfall of any proceeds from secured assets.

Responded to ongoing unsecured creditors’ queries by way of written correspondence and

telephone.

Ongoing compliance with all statutory requirements.



Asset Realisations

Given the appointment of Receivers and Managers to FGMR, the powers and responsibilities of the Liquidator are subordinate to them. Therefore, I have focused on continuing to progress my investigations into the Liquidator’s claims that are discussed at section 3.3.


The quantum of any return to unsecured creditors of FGMR is subject to:





22



Please refer to FGMR’s Remuneration Approval Request Report at for details of the respective receipts and payments.




As the Liquidation of FGMR has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of FGMR’s creditors.








23

Annexure G

Forge Group Power Pty Ltd (FGP)


ACN 103 678 324


Please refer to section 3.1 of this report for details of the work completed in respect of FGP.



Asset Realisations

Given the appointment of Receivers and Managers to FGP, the powers and responsibilities of the Liquidator are subordinate to them. Therefore, I have focused on continuing to progress my investigations into the Liquidator’s claims that are discussed at section 3.3.



The quantum of any return to unsecured creditors of FGP is subject to:







24


Please refer to FGP’s Remuneration Approval Request Report at for details of the respective receipts and payments.




As the Liquidation of FGP has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of FGP’s creditors.









25

Annexure H

Forge International Pty Ltd (FGI)


ACN 128 522 305


As previously advised in my reports to creditors, FGI was a non-operating entity and was incorporated for the purposes of acquiring international businesses.


Asset Realisations

Given the appointment of Receivers and Managers to FGI, the powers and responsibilities of the Liquidator are subordinate to them. Therefore, I have focused on continuing to progress my investigations into the Liquidator’s claims that are discussed at section 3.3.


The quantum of any return to unsecured creditors of FGI is subject to the quantum of any surplus funds available following the retirement of the Receivers and Managers.



There have been no receipts and payments in the liquidation of FGI to date.



Period

Amount

(ex GST)

$





18 March 2014 to 30 April 2017 8,826.00

Total remuneration incurred 191,174.00

26


As the Liquidation of FGI has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of FGI’s creditors.








27

Annexure I

Cimeco Pty Ltd (Cimeco)



As you may be aware from my previous reports, Cimeco was a dormant entity prior to the appointment of Voluntary Administrators.


Asset Realisations

As noted in previous reports to creditors, Cimeco was a dormant entity and I have not identified separate financial statements for Cimeco. Therefore, at this time I am not aware of any asset realisations available to Cimeco, but I continue to investigate any potential claims that may be available to Cimeco.


The quantum of any return to unsecured creditors of Cimeco is subject to the finalisation of my investigations to identify any asset realisations available to Cimeco. As these potential asset realisations are limited to potential litigation recoveries which are inherently uncertain, I am unable to provide an entity level statement of position for Cimeco at this time.


There have been no receipts and payments in the liquidation of Cimeco to date.



Period

Amount

(ex GST)

$





18 March 2014 to 30 April 2017 6,409.00


28


As the Liquidation of Cimeco has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of Cimeco’s creditors.




Finalising investigations into any potential avenues of recovery that may be available to Cimeco.


29

Annexure J

CTEC Pty Ltd (CTEC)



As you may be aware from my previous reports, CTEC was a dormant entity prior to the appointment of Voluntary Administrators.


Asset Realisations

As noted in previous reports to creditors, CTEC was a dormant entity and I have not identified separate financial statements for CTEC. Therefore, at this time I am not aware of any asset realisations available to CTEC, but I continue to investigate any potential claims that may be available to CTEC.


The quantum of any return to unsecured creditors of CTEC is subject to the finalisation of my investigations to identify any asset realisations available to CTEC. As these potential asset realisations are limited to potential litigation recoveries which are inherently uncertain, I am unable to provide an entity level statement of position for CTEC at this time.


There have been no receipts and payments in the liquidation of CTEC to date.



Period

Amount

(ex GST)

$





18 March 2014 to 30 April 2017 5,412.00


30


As the Liquidation of CTEC has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of CTEC’s creditors.




Finalising investigations into any potential avenues of recovery that may be available to CTEC.


31

Annexure K

Abesque Engineering Pty Ltd (In Liquidation)

ACN 161 511 931 (AEPL)


As you may be aware from my previous reports, AEPL was a dormant entity prior to the appointment of Voluntary Administrators.


Asset Realisations

As noted in previous reports to creditors, AEPL was a dormant entity and I have not identified separate financial statements for AEPL. Therefore, at this time I am not aware of any asset realisations available to AEPL, but I continue to investigate any potential claims that may be available to AEPL.


The quantum of any return to unsecured creditors of AEPL is subject to the finalisation of my investigations to identify any asset realisations available to AEPL. As these potential asset realisations are limited to potential litigation recoveries which are inherently uncertain, I am unable to provide an entity level statement of position for AEPL at this time.


There have been no receipts and payments in the liquidation of AEPL to date.



Period

Amount

(ex GST)

$





18 March 2014 to 30 April 2017 6,142.50


32


As the Liquidation of AEPL has continued for more than a year, pursuant to section 508 of the Act, I must report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of AEPL’s creditors.




Finalising investigations into any potential avenues of recovery that may be available to AEPL.


33

Annexure L

Forge Group Limited (In Liquidation) (Receivers and Managers Appointed) ACN 065 464 226 and certain of its subsidiaries as outlined in The Schedule (Collectively, “the Group” or “the Companies”) Declaration of Independence, Relevant Relationships and Indemnities

This document requires the practitioner/s appointed to an insolvent entity to make declarations as to:

A. their independence generally; B. relationships, including

(i) the circumstances of the appointment;

(ii) any relationships with the Insolvent and others within the previous 24

months;

(iii) any prior professional services for the Insolvent within the previous 24

months;

(iv) that there are no other relationships to declare; and

C. any indemnities given, or upfront payments made, to the practitioner

This declaration is made in respect of myself, the partners of Ferrier Hodgson, and my firm, Ferrier Hodgson.

Declaration of independence

I, Martin Jones of Ferrier Hodgson, have undertaken a proper assessment of the risks prior to accepting the appointment as Liquidator of the Group in accordance with the Act, the Australian Restructuring Insolvency & Turnaround Association (ARITA) Code of Professional Practice (the Code) and applicable professional standards. This assessment identified no real or potential risks to my independence. I am not aware of any reasons that would prevent us from accepting this appointment.

Declaration of relationships

(i) Circumstances of appointment

I advise that the Company contacted me directly, for the first time, on 11 February 2014 in relation to a prospective appointment as Voluntary Administrators.

I had one (1) meeting with the Companies’ directors on 11 February 2014. The purpose of the meeting was to discuss the financial position of the Companies and to make the arrangements to enable my appointment as Voluntary Administrators.

Ferrier Hodgson’s advice was limited to the voluntary administration process. Advice was given to the Companies only. I did not advise the directors personally or others.

34

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

I do not consider that this meeting impacted my independence in any way.

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

(ii) Relevant Relationships (excluding professional services to the Insolvent)

Neither of us, nor my firm, has had within the preceding 24 months, any relationships

with the Companies, an associate of the Companies, a former insolvency practitioner

appointed to the Companies or any other person or entity that has a charge on the

whole or substantially the whole of the Companies’ property, other than those

explicitly detailed in this declaration.

(iii) Prior Professional Services to the Insolvent

No prior services were provided to the insolvent.

From time to time I provide professional advice, either formally or informally to ANZ, the secured creditor of the Company however I have had no involvement with ANZ in direct relation to the Group. In this respect I advise that KordaMentha have been appointed as Receivers of certain entities within the Group.

There are no other prior professional relationships or engagements that should be disclosed.

(iv) No other relevant relationships to disclose

There are no other known relevant relationships, including personal, business and

professional relationships, within the previous 24 months with the Group, an associate

of the Group, a former insolvency practitioner appointed to the Group or any person

or entity that has a charge on the whole or substantially the whole of the Group’s

property that should be disclosed.

(v) Indemnities and Upfront Payments

Since my appointment I have been provided with indemnities in relation to the

Group, tabled overleaf:

35

Indemnity Provider

Indemnity

Provided

To

Description of Indemnity Amount

Receivers and

Managers and secured

creditor of FGL

FGL Payment of the Liquidator’s fees

incurred in the administration of

FGL and which were previously

approved by creditors of FGL.

$330,000

(plus GST)

Receivers and


creditor of FGL


associated with Samsung public

examinations.

Costs incurred basis,

deferred to outcome

of proceedings.

Receivers and


creditor of FGL


associated with proceedings in the

US.

Costs incurred basis,

deferred to outcome

of proceedings.

ACE Insurance Limited FGL Payment of the Liquidator’s fees

incurred during agitation of leave

argument as to the Slater and

Gordon class action.

Costs incurred basis.

IMF Bentham Limited FGL Payment of the Liquidator’s fees

and legal costs associated with the

Clough claim.


International Litigation

Partners No.7 Pte Ltd


and legal costs associated with any

litigation which the Liquidator and

International Litigation Partners

No.7 Pte Ltd agree is subject to the

Funding Deed.


Dated 13 June 2017

Martin Jones

Liquidator

NOTE: If circumstances change, or new information is identified, I am required under Section 506A(5) of the Corporations Act 2001 and the ARITA Code of Professional Practice to update this declaration and provide a copy to creditors with my next communication and I’ll table a copy of any replacement declaration at the next meeting of the Company’s creditors.

Any relationships, indemnities or up-front payments disclosed in the declaration

must not be such that the practitioner is no longer independent. The purpose of components B and C of the declaration 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.

Form 529 Notice of meeting of creditors Corporations Act 2001 Subregulation 5.6.12(2)

Forge Group Ltd (In Liquidation) ACN 065 464 226 (the Company)

(In Liquidation) (Receivers and Managers Appointed) and certain subsidiaries as set out in the Schedule

Collectively referred to as the “the Group” or “the Companies” NOTICE IS GIVEN that a concurrent meeting of the creditors of the Companies will be held at the offices of Ferrier Hodgson, Level 28, 108 St Georges Terrace, PERTH WA 6000 on 30 June 2017 at 11:00AM (AWST).

AGENDA

1. To receive an account of the Liquidator’s acts and dealings and of the conduct of the

winding up to date.

2. To consider and if thought appropriate approve the appointment of Dermott McVeigh and

Wayne Rushton as Liquidators of each of the Companies.

3. To consider and if thought appropriate approve a pooling determination for the Companies.

4. To determine the remuneration of the Liquidator(s).

5. Any other business which may be legally brought forward.

Proxies to be used at the meeting should be lodged at the office of the Liquidator by 4:00pm on the

day prior to the meeting, being 29 June 2017. A corporation may only be represented by proxy

or by an attorney appointed pursuant to Corporations Regulations 5.6.28 and 5.6.31

respectively or, by a representative appointed under Section 250D of the Corporations Act

2001.

In accordance with Regulation 5.6.23(1) of the Corporations Regulations, creditors will not be entitled to vote at the meeting unless they have previously lodged particulars of their claims against the companies with the Liquidator. Pursuant to Corporations Regulations 5.6.13A, creditors attending the meeting telephonically are required to provide a written statement to the Liquidator setting out the appointed proxy, the address and facsimile to which notices are to be sent, a telephone number at which the proxy may be contacted on and submit a proxy form with the Liquidator by 4.00pm on 29 June 2017. Parties attending by telephone do so at their own cost and are not entitled to be reimbursed for any costs. Any creditors wishing to attend via telephone must register with my office 48 hours prior to the meeting.

Please contact the Perth office on (08) 9214 1485 or email to [email protected] if you wish to utilise telephone conference facilities.

Dated this 13th day of June 2017

Martin Jones

Liquidator

Form 535

Formal Proof of Debt or Claim (General Form)

Corporations Act 2001

Regulation 5.6.49(2)

Forge Group Limited (In Liquidation) (Receivers and Managers Appointed)

ACN 065 464 226 (the Company)

and certain subsidiaries as set out below

(All in Liquidation) (Some Receivers and Managers Appointed)

(Collectively referred to as the Group)

Please indicate the company for which your Proof of Debt is provided (please tick).

Please provide a separate Proof of Debt for each Company you wish to lodge a claim against.

THE SCHEDULE

Company ACN Company for

which claim is provided

Forge Group Limited 065 464 226


Energy Maintenance Partners Pty Ltd 147 111 215



Forge Group Minerals & Resources Pty Ltd 113 740 211



Cimeco Pty Ltd 161 511 477

CTEC Pty Ltd 161 511 468

Abesque Engineering Pty Ltd 161 511 931

Instructions:

Please complete Sections A, B and C and submit to:

Forge Group Limited (In Liquidation) (Receivers and Managers Appointed)

c/- Ferrier Hodgson

GPO Box 2537

PERTH WA 6000

Tel: (08) 9214 1444 Fax: (08) 9214 1400

Email: [email protected]

mailto:[email protected]

* Strike out if inapplicable.

A. Name and Contact Details of Creditor

(the Creditor)

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

of

(address)

Tel: Fax:

Email:

Tick this box to elect to receive electronic notification of notices or documents, in accordance with Section 600G of the Corporations Act 2001, at the email address or fax number specified above.

B. Details of Debt or Claim

To the Liquidator of the Company

1. This is to state that the Company was, on 10 February 2014, and still is justly and truly indebted to the Creditor for

dollars

(amount in words)

and cents (inclusive of GST, if applicable).

Particulars of the debt are:

Date Consideration1 Net ($) GST ($) Total ($) Remarks2

1. Under "Consideration" state how the debt arose, for example "goods sold and delivered to the company between the dates of .....................", "moneys advanced in respect of the Bill of Exchange".

2. Under "Remarks" include details of vouchers 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:

(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, indicate “refer attached” above and show them in a schedule in the following form:)

Date Drawer Acceptor Amount ($) Due Date

3. *I am employed by the Creditor / *I am the Creditor’s agent

*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.

C. Signature

Dated:

Signature:

Name / Capacity #:

# If the Creditor is an individual, insert full name

If the Creditor is a sole trader, insert in accordance with the following example: “full name, proprietor”

If the Creditor is a partnership, insert in accordance with the following example: “full name, partner of the firm named in Section A above”

If the Creditor is a company, insert in accordance with the following example: “full name, director / secretary / director/secretary of the company named in Section A above” 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: “full name, for the company named in Section A above (duly authorised under the seal of the company)”.

Where this form is completed by, for example, a solicitor or accountant of the Creditor, sign this form as the Creditor’s authorised agent; where this form is completed by an authorised employee of the Creditor, indicate occupation (eg: credit manager, etc).

Form 532 Appointment of Proxy Corporations Act 2001 Regulation 5.6.29

Forge Group Ltd (In Liquidation) (Receivers and Managers Appointed)

ACN 065 464 226 (the Company) and certain subsidiaries as set out in The DXG Companies Schedule

Collectively referred to as “the DXG Companies” Instructions:

Please complete Sections A, B, C and D and submit in accordance with the Section E. See back page for instructions on completion.

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

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 Fax:

B. Appointment of Person to Act as Proxy

Note: You may nominate “the Chairperson of the meeting” as your proxy (or your alternate proxy in the event that the first-named proxy is not in attendance).

1 *I / *We, as named in Section A above, a *creditor / *contributory / *debenture holder / *member of the Company / *eligible employee creditor, appoint

2

(name of person appointed as proxy)

3

4 or in his / her absence

(address of person appointed as proxy)

5

(name of person appointed as alternate proxy)

6

7 as *my / *our proxy

(address of person appointed as alternate proxy) to vote at the meeting of creditors to be held on 30 June 2017 at 11:00am at the offices of Ferrier Hodgson Level 28, 108 St Georges Terrace, PERTH WA 6000, or at any adjournment of that meeting in accordance with the instructions in Section C below.

C. Voting Instructions

1 *My / *Our proxy, as named in Section B above, is entitled to act as *my / *our :

2 general proxy, to vote on *my / *our behalf generally, as *he / *she determines, subject to any specific instructions below, if applicable.

and / or

3 special proxy, to vote on *my / *our behalf specifically, in accordance with the following special instructions: (for each resolution for which you wish to give specific voting instructions,

please tick one option only)

Resolutions – Appointment of Liquidators For Against Abstain

1. That Wayne Rushton and Dermott McVeigh of

Ferrier Hodgson be appointed as Joint and Several

Liquidators of Forge Group Limited.



Liquidators of Forge Group Construction Pty Ltd.



Liquidators of Forge Group Power Pty Ltd.



Liquidators of Forge Group Minerals & Resources

Ltd.

Resolutions – Pooling Determination For Against Abstain

5. That pursuant to s577 of the Corporations Act

2001 the Creditors of Forge Group Limited

approve the Liquidator’s pooling determination as

set out at section 6 of the Liquidator’s report to

Creditors dated 13 June 2017.


2001 the Creditors of Forge Group Construction

Pty Ltd approve the Liquidator’s pooling

determination as set out at section 6 of the

Liquidator’s report to Creditors dated 13 June

2017.


2001 the Creditors of Forge Group Power Pty Ltd

approve the Liquidator’s pooling determination as

set out at section 6 of the Liquidator’s report to

Creditors dated 13 June 2017.


2001 the Creditors of Forge Group Minerals &

Resources Ltd approve the Liquidator’s pooling

determination as set out at section 6 of the

Liquidator’s report to Creditors dated 13 June

2017.

Resolutions – Remuneration Approval For Against Abstain

9. Subject to the eligible unsecured creditors

resolving in favour of the pooling resolution, that

the remuneration of the Liquidator, as set out in the

Remuneration Approval Request Report dated 13

June 2017, for the period from 1 May 2017 to

completion of the liquidations be fixed in the

amount of $3,000,000.00, plus any applicable

GST, and may be paid.

10. That the further remuneration of the Liquidator of

Forge Group Limited, as set out in the


June 2017, for the period from 18 March 2014 to

30 April 2017 be fixed in the amount of

$745,457.08, plus any applicable GST, and may

be paid.

11. That the remuneration of the Liquidator of Forge

Group Limited, as set out in the Remuneration

Approval Request Report dated 13 June 2017, for

the period from 1 May 2017 to completion of the

liquidation be fixed in the amount of

$1,000,000.00, plus any applicable GST, and may

be paid.


Forge Group Construction Pty Ltd, as set out in the




$365,807.47, plus any applicable GST, and may

be paid.


Group Construction Pty Ltd, as set out in the



completion of the liquidation be fixed in the amount

of $1,000,000.00, plus any applicable GST, and

may be paid.


Forge Group Power Pty Ltd, as set out in the




$46,929.75, plus any applicable GST, and may be

paid.


Group Power Pty Ltd, as set out in the




of $1,000,000.00, plus any applicable GST, and

may be paid.


Forge Group Minerals & Resources Ltd, as set out

in the Remuneration Approval Request Report

dated 13 June 2017, for the period from 18 March

2014 to 30 April 2017 be fixed in the amount of

$78,878.38, plus any applicable GST, and may be

paid.


Group Minerals & Resources Ltd, as set out in the




of $500,000.00, plus any applicable GST, and may

be paid.

D. Signature

1 Dated:

2 Signature:

3 Name / Capacity:

Certificate of Witness (to be completed only in special circumstances – see below)

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

I

(name of witness)

of

(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/her before he/she signed or marked the instrument.

Dated:

Signature:

E. 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 4:00pm on 29 June 2017, to:

Forge Group Ltd (In Liquidation)

c/- Ferrier Hodgson

GPO Box 2537

PERTH WA 6001

Tel: 08 9214 1485

Fax: 08 9214 1400

Email: [email protected]

Note: In accordance with Regulation 5.6.36A of the Corporations Regulations 2001, if a proxy is submitted by facsimile, the original document must be lodged within 72 hours after lodging the faxed copy.

mailto:[email protected]

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. Cross out any wording that is not applicable. For example, if the employee/individual/sole

trader/partnership/company is a creditor, cross out ‘*eligible employee creditor’, ‘*contributory’, ‘*debenture holder’ and ‘*member’.

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

3. Insert the address of the person nominated at (2) 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.

4. Cross out any wording that is not applicable.

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

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

7. Cross out any wording that is not applicable.

Section C – Voting Instructions

1. Cross out any wording that is not applicable. 2. 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

the resolutions in the ‘Resolution’ table. If you select this option, proceed to Section D, unless you wish to

vote specifically 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 see fit on any resolutions where you have not selected ‘For’, ‘Against’ or ‘Abstain’.

3. Insert an ‘X’ in this box if you want the person who is attending the meeting, to vote exactly in accordance with your instructions. If you select this option, you must select ‘For’, ‘Against’ or ‘Abstain’ for each of the resolutions in 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 or secretary 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 named in 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”]

Corporations Act 2001 Section 499(7) Forge Group Limited (Receivers and Managers Appointed) (In Liquidation) ACN 065 464 226 (the Company) Remuneration Approval Request Report 1 Declaration I, Martin Jones of Ferrier Hodgson, have undertaken a proper assessment of this remuneration claim for my appointment as Liquidator of the Company in accordance with the Corporations Act 2001 (Cth) (the Act), the Australian Restructuring Insolvency & Turnaround Association (ARITA) Code of Professional Practice (the Code) and applicable professional standards. I am satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the liquidation. 2 Executive summary To date, remuneration totalling $1,289,632.50 has been approved by creditors in the voluntary administration and liquidation. This remuneration report details approval sought for the following fees:

Period Amount

(ex GST) $


Voluntary Administration

11 February 2014 to 21 February 2014 239,632.50

22 February 2014 to 17 March 2014 300,000.00

Creditors Voluntary Liquidation


Total past remuneration approved 1,289,632.50



11 February 2014 to 17 March 2014

(external funding of $127,737.00 excl. GST received)

661,508.00


18 March 2014 to 30 April 2017 1,529,166.03

Total remuneration incurred 2,190,549.03

Page 2

Period Amount

(ex GST) $

Pooling of liquidations (if pooled)

Resolution 1:

1 May 2017 to completion of the Liquidations

3,000,000.00

Resolution 2:

18 March 2014 to 30 April 2017

(being actual WIP incurred during the period in the sum of $1,529,166.03 less fees already approved of $750,000.00 and externally funded time costs of $33,584.00)

745,457.08

Pooling of liquidations does not occur (if not pooled)

Resolution 3:

1 May 2017 to completion of the Liquidation

1,000,000.00

Total current remuneration approval sought (if pooled) $3,745,457.08

Total current remuneration approval sought (if not pooled) $1,745,457.08

* Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the liquidation. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors.

This space has been left intentionally blank

Page 3

3 Schedule of Hourly Rates & General Guide to Staff Experience

Title Rate

$/hour Experience

Partner / Appointee $625

The Partner/Appointee is a registered liquidator and member of the CAANZ

and, generally, the ARITA, bringing specialist skills to the administration or

insolvency task. For specific experience and other details of the

appointee/s, please visit our website at www.ferrierhodgson.com

Executive Director $575

The Executive Director is a registered liquidator and member of CAANZ

and, generally, ARITA, bringing specialist skills to the liquidation or

insolvency task.

Director $550

Generally, minimum of 12 years’ experience at least 2 years of which is to

be at Manager level. University degree; member of CAANZ and, generally,

ARITA, with deep knowledge and lengthy experience in relevant insolvency

legislation and issues.

Senior Manager $500

Generally, more than 7 years’ experience with at least 2 years as a

Manager. University degree; member of CAANZ and, generally, ARITA;

very strong knowledge of relevant insolvency legislation and issues.

Manager $450

Generally, 5 to 7 years’ chartered accounting or insolvency management

experience. University degree; member of CAANZ and, generally, ARITA;

sound knowledge of relevant insolvency legislation and issues.

Assistant Manager $390


experience. University degree; member of CAANZ; completing ARITA

Insolvency Education Program. Good knowledge of relevant insolvency


Senior Analyst $330


experience. University degree; completing CAANZ’s CA program. Good

knowledge of basic insolvency legislation and issues.

Analyst $290 Generally, 2 to 3 years’ chartered accounting or insolvency management

experience. University degree, CAANZ’s CA program commenced.

Accountant $250

0 to 2 years’ experience. Has completed or substantially completed, on a

part-time basis, a degree in finance/accounting. Under supervision, takes

direction from senior staff in completing administrative tasks.

Personal /

Team Assistant $180 Appropriate skills including machine usage.

Accounts Supervisor /

Assistant $180

Generally non-qualified administrative assistant. Classification depends on

experience, salary and complexity of work to be completed.

Administration

Supervisor / Assistant

$140

Completed schooling and plans to undertake further studies. Required to

assist in administration and day to day field work under the supervision of

more senior staff.

Notes:

1. The hourly rates are exclusive of GST. 2. The guide to staff experience is intended only as a general guide to the qualifications and experience of our staff engaged in the administration.

Staff may be engaged under a classification that I consider appropriate for their experience. 3. Time is recorded and charged in six-minute increments. 4. Rates are subject to change from time to time. Creditor approval will be sought prior to the application of any new rates to this administration. 5. The hourly rates reflect the total cost of providing professional services and should not be compared to an hourly rate. See Part B1 for details

of disbursements.

http://www.ferrierhodgson.com.au/

Page 4

4.1 Description of work to be completed Resolution 1 Company: Forge Group Limited (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 1 May 2017 to completion of the liquidations Subject to the eligible unsecured creditors resolving in favour of the pooling resolution whereby the following entities will be pooled as one liquidation:

FGAM FGC FGL FGMR; and FGP

Detailed below are the total estimate time costs of $3,000,000.00 estimated to be incurred during the pooled liquidation period noted above. This future fee approval estimate of $3,000,000.00 plus the amount of further fee approval detailed at Part 4.2 of $745,457.08 the total fee approval sought (if pooled) of $3,745,457.08.

Task area General description Includes

Creditors

1,307.6 hours $498,970.00 (excl. GST)

Document maintenance / file review / checklist

Six monthly administration reviews

Filing of documents

File reviews

Updating checklists

ASIC Form 524 and other forms

Preparing and lodging ASIC forms including 505, 524, 578, etc.

Correspondence with ASIC regarding statutory forms

Bank account administration

Preparing correspondence opening and closing accounts.

Requesting bank statements.

Bank account reconciliations.

ATO and other statutory reporting Notification of appointment

Preparing BASs

Completing group certificates

Finalisation

Notifying ATO of finalisation

Cancelling ABN / GST / PAYG registration

Completing checklists

Finalising WIP

Page 5


Investigation

4,690.0 hours $1,785,250.00

(excl. GST)

Conducting investigation

Reviewing Company’s books and records

Review and preparation of Company nature and history

Conducting and summarising statutory searches

Preparation of comparative financial statements

Preparation of deficiency statement

Preparation of investigation file

Lodgement of investigation with ASIC

ASIC reporting Preparing statutory investigation reports

Liaising with ASIC

Litigation / recoveries

Internal meetings to discuss status of litigation

Preparing brief to solicitors

Liaising with solicitors regarding recovery actions

Liaising with potential litigation funders

Negotiating litigation funding agreements

Preparing budgets for litigation funding proposals

Attending to negotiations

Attending to settlement matters

Examinations

Preparing brief to solicitor

Liaising with solicitor(s) regarding examinations

Reviewing examination transcripts

Liaising with solicitor(s) regarding outcome of examinations and further actions available

Dividend

945.0 hours $367,500.00 (excl. GST)

Processing proofs of debt

Preparation of correspondence to potential creditors inviting lodgement of proofs of debt

Receipt of proofs of debt

Maintain proof of debt register

Adjudicating proofs of debt

Request further information from claimants regarding proofs of debt

Preparation of correspondence to claimant advising outcome of adjudication

Employee dividend

Correspondence with employees regarding dividend

Correspondence with ATO regarding SGC proof of debt

Calculating dividend rate

Preparing dividend file

Advertising dividend notice

Preparing distribution

Receipting proosfs of debt


Ensuring PAYG is remitted to ATO

Dividend procedures

Preparation of correspondence to creditors advising of intention to declare dividend

Advertisement of intention to declare dividend

Obtain clearance from ATO to allow distribution of Company’s assets

Preparation of dividend calculations

Page 6


Preparation of correspondence to creditors announcing declaration of dividend

Advertise announcement of dividend

Preparation of distribution

Preparation of dividend file

Preparation of payment vouchers to pay dividend

Preparation of correspondence to creditors enclosing payment of dividend

Administration

860.0 hours $348,280.00 (excl. GST)



Filing of documents

File reviews

Updating checklists









Preparing BASs


Finalisation




Finalising WIP

Books and records storage Dealing with records in storage

Sending job files to storage

Planning / review Discussions regarding status / strategy of

administration

Correspondence General correspondence

Calculation of Remuneration Resolution 1: 1 May 2017 to completion of the liquidations

Charge

Rate

$ Hours $ Hours $ Hours $ Hours $ Hours $

Jones, Martin Partner 625 120.0 75,000.00 40.0 25,000.00 10.0 6,250.00 - - 70.0 43,750.00

McVeigh, Dermott Partner 625 210.0 131,250.00 - - 120.0 75,000.00 - - 90.0 56,250.00

Rushton, Wayne Partner 625 573.0 358,125.00 193.0 120,625.00 120.0 75,000.00 170.0 106,250.00 90.0 56,250.00

Pow ell, Sean Director 550 543.0 298,650.00 - - 540.0 297,000.00 - - 3.0 1,650.00

Ponton, Hollie Senior Manager 500 870.0 435,000.00 110.0 55,000.00 600.0 300,000.00 100.0 50,000.00 60.0 30,000.00

Khoo, Melanie Asistant Manager 390 1,235.0 481,650.00 205.0 79,950.00 750.0 292,500.00 160.0 62,400.00 120.0 46,800.00

Stephens, Miranda Asistant Manager 390 42.0 16,380.00 15.0 5,850.00 - - 15.0 5,850.00 12.0 4,680.00

Hulmes, William Senior Analyst 330 1,370.0 452,100.00 240.0 79,200.00 900.0 297,000.00 150.0 49,500.00 80.0 26,400.00

Collins, Bradley Analyst 290 1,210.0 350,900.00 180.0 52,200.00 750.0 217,500.00 150.0 43,500.00 130.0 37,700.00

Cohen-Cooke, Samuel Accountant 250 1,554.6 388,645.00 324.6 81,145.00 900.0 225,000.00 200.0 50,000.00 130.0 32,500.00

Titlestad, Jacqui Personal / Team Assistant 180 45.0 8,100.00 - - - - - - 45.0 8,100.00

New land, Talia Administration Supervisor 140 30.0 4,200.00 - - - - - - 30.0 4,200.00

Total 7,802.6 3,000,000.00 1,307.6 498,970.00 4,690.0 1,785,250.00 945.0 367,500.00 860.0 348,280.00

300,000.00 49,897.00 178,525.00 36,750.00 34,828.00

3,300,000.00

Average hourly rate 384.49

Employee PositionTotal Creditors DividendInvestigation

GST

TOTAL (incl. GST) 548,867.00 404,250.00 1,963,775.00

381.60 388.89 380.65 404.98

Administration

383,108.00

4.2 Description of work completed Resolution 2 Company: Forge Group Limited (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 18 March 2014 to 30 April 2017 Detailed below are the total time costs of $1,529,166.03 incurred during the liquidation period noted above. I have already previously obtained approval for $750,000.00, received external funding of $33,584.00 for time costs, and now seek approval for the balance of $745,457.08.


Creditors

310.0 hours $90,375.65 (excl. GST)

Creditor reports Preparing report on results of investigation, meeting and general reports to creditors

Creditor enquiries

Receive and follow up creditor enquiries via telephone and email.

Review and prepare correspondence to creditors and their representatives via facsimile, email and post.

Secured creditors Liaising with KordaMentha to assist in regards to secured creditor queries

Dealing with proofs of debt Receipting and filing proofs of debt

Corresponding with creditors regarding proofs of debt

Meeting of creditors

Preparation of meeting notices, proxies and advertisements

Forward notice of meeting to all known creditors

Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting.

Preparation and lodgement of minutes of meetings with ASIC

Dividend

410.6 hours $118,687.30 (excl. GST)

Employee enquiries

Receive and follow up employee enquiries via telephone

Review and prepare correspondence to creditors and their representatives via facsimile, email and post

Preparation of letters to employees advising of their entitlements and options available

Receive and prepare correspondence in response to employees’ objections to leave entitlements

Fair Entitlements Guarantee (FEG)

Correspondence with Department of Employment

Preparing notification spreadsheet

Preparing FEG quotations

Preparing FEG distributions

Employee dividend


Correspondence with ATO regarding proof of debt



Page 9




Receipting proofs of debt



Investigation

2,289.6 hours $887,863.98 (excl. GST)










Liaising with ASIC










Examinations





Administration

1,048.8 hours $432,239.75 (excl. GST)



Filing of documents

File reviews

Updating checklists









Preparing BASs





administration


Calculation of Remuneration

Resolution 2: 18 March 2014 to 30 April 2017

Employee Position Charge

Rate $

Total Creditors Employees Investigation Administration

Hours $ Hours $ Hours $ Hours $ Hours $

Saker, Andrew Partner 595 32.7 19,426.75 0.5 297.50 - - 0.4 238.00 31.8 18,891.25

Johnson, Ben Partner 595 315.4 187,680.85 13.2 7,824.25 8.6 5,117.00 57.7 34,325.55 236.0 140,414.05

Jones, Martin Partner 595 293.2 174,448.05 1.5 892.50 12.1 7,199.50 144.1 85,721.65 135.5 80,634.40

Smith, Andrew Partner 539 1.2 620.25 0.3 148.50 - - - - 0.9 471.75

Khoury, Michael Partner 350 2.8 980.00 - - - - 2.8 980.00 - -

Field, Malcolm Executive Director 525 0.2 105.00 - - - - 0.2 105.00 - -

Geri, Justin Director 455 0.2 81.90 - - - - 0.2 81.90 - -

Powell, Sean Director 409 550.1 224,872.00 0.0 15.30 - - 548.3 223,933.90 1.8 922.80

Chapman, Peter Director 350 43.1 15,085.00 - - - - 43.1 15,085.00 - -

Orzel, Brett Senior Manager 466 185.5 86,398.60 2.2 1,023.00 0.5 209.25 182.7 85,096.60 0.2 69.75

Chu, Kieran Senior Manager 465 0.3 153.45 - - - - 0.3 153.45 - -

Birch, Tom Senior Manager 462 67.7 31,354.80 - - 0.2 102.00 1.0 450.45 66.5 30,802.35

Fairhurst, Kate Senior Manager 455 0.1 54.60 0.0 13.65 - - - - 0.1 40.95

Clark, Sam Senior Manager 400 3.0 1,200.00 - - - - 3.0 1,200.00 - -

Holmes, Sean Manager / Senior Manager 406 530.0 215,353.15 18.8 7,599.50 0.3 120.00 451.4 183,214.30 59.4 24,419.35

Smith, Gordon Manager 385 60.6 23,346.40 0.7 265.65 50.8 19,558.00 - - 9.2 3,522.75

McCann, Lauren Assistant Manager 360 0.1 32.40 - - 0.1 32.40 - - - -

Bickford, Bob Assistant Manager 360 22.7 8,168.40 2.3 828.00 17.3 6,238.80 0.2 75.60 2.9 1,026.00

Stephens, Miranda Assistant Manager 360 5.0 1,785.60 - - - - - - 5.0 1,785.60

Murchison, Dawn Assistant Manager 360 59.0 21,198.60 1.1 358.50 0.2 72.00 55.1 19,828.80 2.6 939.30

Smith, Jack Analyst / Assistant Manager 354 27.8 9,833.43 1.5 376.65 - - 26.2 9,438.48 0.1 18.30

Khoo, Melanie Senior Analyst / Assistant Manager 344 165.8 57,028.85 8.3 2,973.45 0.5 180.00 143.6 49,044.40 13.5 4,831.00

Holland, Rachael Senior Analyst 305 1.2 356.85 1.2 356.85 - - - - - -

Krachler, Robert Senior Analyst 305 12.7 3,870.45 - - - - 9.0 2,741.95 3.7 1,128.50

Sivarajasingam, Deepa Senior Analyst 305 0.5 137.25 - - - - - - 0.5 137.25

Willie, Victoria Senior Analyst 305 92.6 28,227.75 0.2 61.00 - - 77.3 23,561.25 15.1 4,605.50

Guthrie, Thomas Senior Analyst 308 100.1 30,774.45 35.1 9,796.35 18.5 6,369.85 4.8 1,544.85 41.6 13,063.40

Thomas, Nadia Senior Analyst 303 33.9 10,289.60 5.1 1,564.65 - - 14.3 4,349.30 14.5 4,375.65

Levit, Bradley Senior Analyst 301 18.0 5,428.60 2.7 823.50 - - 12.5 3,812.50 2.8 792.60

Petkovic, Michael Senior Analyst 295 0.1 17.70 - - - - 0.1 17.70 - -

Hulmes, William Analyst / Senior Analyst 300 442.0 132,418.45 61.3 18,587.10 13.8 4,042.00 295.4 88,142.00 71.5 21,647.35

Soo, Jason Analyst / Senior Analyst 292 2.8 806.55 1.8 558.15 0.1 13.50 - - 0.9 234.90

Flower, Michael Analyst 27 4.6 1,236.40 - - 0.1 27.00 3.5 931.50 1.0 277.90

Page 11


Rate $



Gautam, Sugam Analyst 270 41.0 11,070.00 - - - - 41.0 11,070.00 - -

Kruse, Rory Analyst 270 11.2 3,024.00 - - - - 11.2 3,024.00 - -

Morris, Marie Analyst 270 48.6 13,108.50 - - - - 1.5 405.00 47.1 12,703.50

Potter, Devina Analyst 270 2.5 675.00 - - - - 1.5 405.00 1.0 270.00

Collins, Bradley Analyst 270 74.0 19,962.70 2.0 533.30 2.9 756.20 49.7 13,416.30 19.5 5,256.90

Xu, Darren Analyst 269 85.0 22,840.45 23.4 6,277.00 2.7 723.00 0.7 189.00 58.2 15,651.45

Cassar, Adam Analyst 265 0.2 39.75 - - - - 0.2 39.75 - -

Goulden, Kristy Analyst 265 3.5 930.15 1.1 299.45 2.3 598.90 - - 0.1 31.80

James, Dana Accountant / Analyst 263 190.2 49,949.65 12.8 3,405.15 115.8 30,038.50 12.1 3,267.00 49.6 13,239.00

George, William Accountant / Analyst 240 14.7 3,522.00 0.8 193.20 4.5 1,012.50 8.8 2,185.80 0.6 130.50

Shah, Nirav Accountant 236 17.8 4,196.85 2.9 664.65 1.3 294.00 7.6 1,758.30 6.0 1,479.90

De Vattimo, Belinda Accountant 225 29.4 6,596.40 0.2 46.00 - - 17.0 3,910.00 12.2 2,640.40

Jennings, Wade Accountant 230 25.3 5,819.00 0.5 115.00 20.1 4,623.00 0.3 69.00 4.4 1,012.00

Mukosera, Precious Accountant 230 2.0 455.40 0.2 34.50 - - - - 1.8 420.90

Selby, Peter Accountant 230 9.7 2,240.20 0.9 200.10 0.1 13.80 7.9 1,819.30 0.9 207.00

Cohen-Cooke, Samuel Accountant 230 53.4 12,279.70 7.3 1,669.80 - - 40.2 9,252.90 5.9 1,357.00

Rose, Timothy Accountant 230 0.4 96.60 0.0 6.90 0.1 20.70 0.1 13.80 0.2 55.20

Gould, Max Accountant 227 245.5 55,755.30 78.2 17,669.00 132.2 30,037.50 6.8 1,564.00 28.3 6,484.80

MacNaughton, Robert Accountant 227 50.3 11,410.95 19.7 4,459.55 4.4 995.40 6.1 1,400.70 20.2 4,555.30

McDougall, Cameron Accountant 225 2.3 517.50 1.0 225.00 1.3 292.50 - - - -

Schreurs, Hayden Accountant 225 0.2 45.00 0.2 45.00 - - - - - -

Jamieson, Amy Accounts Supervisor 180 5.6 1,008.00 - - - - - - 5.6 1,008.00

Kroon, Melissa Personal / Team Assistant 180 0.4 72.00 - - - - - - 0.4 72.00

Caldera, Genevieve Personal / Team Assistant 180 5.3 954.00 - - - - - - 5.3 954.00


Bernarde, Gabriel Administration Supervisor 140 0.3 42.00 0.3 42.00 - - - - - -

Ralph, Elizabeth Administration Supervisor 140 3.9 546.00 - - - - - - 3.9 546.00

Tapson, Alice Administration Supervisor 140 3.9 546.00 - - - - - - 3.9 546.00

Smith, Sarah Administration Supervisor 140 1.4 200.20 0.9 126.00 - - - - 0.5 74.20

Herriman, Samuel Administration Supervisor 140 19.6 2,736.50 - - - - - - 19.6 2,736.50

Newland, Jacob Administration Supervisor 136 15.9 2,158.50 - - - - - - 15.9 2,158.50

Newland, Talia Administration Supervisor 135 1.4 188.50 - - - - - - 1.4 188.50

Seward, Mitchell Administration Supervisor 124 2.4 298.50 - - - - - - 2.4 298.50

Total 4,059.3 1,529,166.03 310.2 90,375.65 410.6 118,687.30 2,289.6 887,863.98 1,048.8 432,239.10

GST 152,916.60 9,037.57 11,868.73 88,786.40 43,223.91

TOTAL (incl. GST) 1,682,082.63 99,413.22 130,556.03 976,650.38 475,463.01

Average hourly rate 376.71 291.35 289.03 387.78 412.13

Page 12

4.3 Description of work to be completed Resolution 3 Company: Forge Group Limited (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 1 May 2017 to completion of the liquidation Detailed below are the total estimate time costs of $1,000,000.00 estimated to be incurred during the liquidation period noted above. I have already previously obtained approval for $750,000.00 of the completion of the liquidation, which is now exhausted, and now seek approval for a further estimate of remuneration. This future fee approval estimate of $1,000,000.00 plus the amount of further fee approval detailed at Part 4.2 of $745,457.08 equals the total fee approval sought of $1,745,457.08.


Creditors

310.3 hours $123,140.00 (excl. GST)

Creditor reports Preparing report on results of investigation, meeting and general reports to creditors

Creditor enquiries



Secured creditors Liaising with KordaMentha to assist in regards to secured creditor queries








Investigation

1,560.0 hours $593,000.00 (excl. GST)










Liaising with ASIC










Examinations





Page 13


Dividend

395.0 hours $149,350.00 (excl. GST)








Employee dividend










Dividend procedures











Administration

330.0 hours $134,510.00 (excl. GST)



Filing of documents

File reviews

Updating checklists








ATO and other statutory reporting

Notification of appointment

Preparing BASs


Finalisation




Finalising WIP



Planning / review Discussions regarding status / strategy of administration




Filing of documents

File reviews

Updating checklists




Calculation of Remuneration Resolution 3: 1 May 2017 to completion of the liquidation Charge

Rate


Jones, Martin Partner 625 40.0 25,000.00 - - - - - - 40.0 25,000.00



Pow ell, Sean Director 550 181.0 99,550.00 - - 180.0 99,000.00 - - 1.0 550.00


Khoo, Melanie Asistant Manager 390 415.0 161,850.00 65.0 25,350.00 250.0 97,500.00 60.0 23,400.00 40.0 15,600.00


Hulmes, William Senior Analyst 330 460.0 151,800.00 45.0 14,850.00 300.0 99,000.00 75.0 24,750.00 40.0 13,200.00

Collins, Bradley Analyst 290 420.0 121,800.00 45.0 13,050.00 250.0 72,500.00 75.0 21,750.00 50.0 14,500.00

Cohen-Cooke, Samuel Accountant 250 489.3 122,315.00 59.3 14,815.00 300.0 75,000.00 80.0 20,000.00 50.0 12,500.00



Total 2,595.3 1,000,000.00 310.3 123,140.00 1,560.0 593,000.00 395.0 149,350.00 330.0 134,510.00

100,000.00 12,314.00 59,300.00 14,935.00 13,451.00

1,100,000.00

407.61

Administration

GST

TOTAL (incl. GST) 135,454.00 164,285.00 652,300.00 147,961.00


Average hourly rate 385.32 396.89 378.10 380.13

Page 15

5 Statement of remuneration claim 5.1 Resolutions to be put to creditors at the meeting convened for Friday, 30 June 2017 At the meeting of creditors convened for Friday, 30 June 2017, creditors will be asked to consider the following resolutions: Resolution 1: (subject to approval of pooling determination) “Subject to the eligible unsecured creditors resolving in favour of the pooling resolution, that the remuneration of the Liquidator of Forge Group Limited, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 1 May 2017 to completion of the liquidations be fixed in the amount of $3,000,000.00, plus any applicable GST, and may be paid. Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidator’s remuneration will be sought in the future. Resolution 2: "That the further remuneration of the Liquidator of Forge Group Limited, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 18 March 2014 to 30 April 2017 be fixed in the amount of $745,457.08, plus any applicable GST, and may be paid." Please note that $750,000.00 of remuneration has been previously approved, external funding of $33,584.00 was provided, and further remuneration of $745,457.08 was incurred. Resolution 3: (if pooling determination is not approved) "That the remuneration of the Liquidator of Forge Group Limited, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 1 May 2017 to completion of the liquidation be fixed in the amount of $1,000,000.00, plus any applicable GST, and may be paid." Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidator’s remuneration will be sought in the future.

Page 16

6 Remuneration recoverable from external sources

The Department of Employment – Fair Entitlements Guarantee. The funding was provided to meet the Liquidator’s costs of assessing and making payment of unpaid employment entitlements to eligible employees in the sum of $30,980.00 (excl. GST).

KordaMentha, the Receivers and Managers. During the administration period in the sum of $127,737.00 (excl. GST) and during the liquidation period an additional $33,584.00 (excl. GST) in relation to investigating potential claims against Samsung C&T and generally providing assistance to the Receivers and Managers.

IMF Bentham, a litigation funder. Pursuant to the terms of its litigation funding agreement in the sum of $102,697.00 (excl. GST) and an additional $4,921.89 (excl. GST) for disbursements.

ACE Insurance Ltd. To meet the Liquidator’s costs of opposing the plaintiff’s leave to proceed in the Rushleigh Proceedings in the sum of $26,204.00 (excl. GST).

Page 17

7 Disbursements Disbursements are divided into three types: A, B1, B2.

A Disbursements are all externally provided professional services. These are recovered at cost. An example of an “A” disbursement is legal fees.

B1 Disbursements are externally provided non-professional costs such as travel, accommodation and search fees. “B1” disbursements are recovered at cost.

B2 Disbursements are internally provided non-professional costs such as photocopying, printing and postage. “B2” disbursements, if charged to the Administration, would generally be charged at cost; though some expenses such as telephone calls, photocopying and printing may be charged at a rate which recoups both variable and fixed costs.

The relevant rates are set out below.

Disbursement type Charges (excl. GST)

Advertising At cost

Couriers At cost

Data room hosting At cost

Mileage reimbursement $0.67 per kilometre

Photocopying (colour) $0.50 per page

Photocopying (mono) $0.20 per page

Photocopying (outsourced) At cost

Printing (colour) $0.50 per page

Printing (mono) $0.20 per page

Printing (outsourced) At cost

Postage At cost

Searches At cost

Storage and storage transit At cost

Telephone calls At cost Note: Above rates are applicable for the financial year ending 30 June 2017

7.1 Disbursements paid from the liquidation to Ferrier Hodgson There have been no disbursements paid from the liquidation to Ferrier Hodgson to date. Future disbursements provided by Ferrier Hodgson will be charged to the liquidation on the same basis as the table in Part 7.

Page 18

8 Report on progress of the liquidation The Remuneration Approval Request Report must be read in conjunction with the report to creditors dated 13 June 2017 which outlines the progress of the liquidation. 9 Summary of receipts and payments A summary of receipts and payments for the period 18 March 2014 to 30 April 2017 is set out in the table below:

10 Queries If you require further information in respect of the above, or have other questions, please contact Precious Mukosera of this office. 11 Information available The partners of Ferrier Hodgson are members of ARITA. Ferrier Hodgson follows the 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 13th day of June 2017 Martin Jones Liquidator

Receipts and payments Total

$

Receipts

Fair Entitlements Guarantee (FEG) 2,446,304.76

Unfair Preference Claim Settlements 41,000.00

Total receipts 2,487,304.76

Payments

FEG Scheme Payments – Employees & ATO 1,431,508.29

eDiscovery Platform Fees 30,910.00

Total payments 2,477,214.76

Closing cash at bank 10,090.00

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

Corporations Act 2001 Section 499(7) Forge Group Construction Pty Ltd (Receivers and Managers Appointed) (In Liquidation) ACN 114 897 728 (the Company) Remuneration Approval Request Report 1 Declaration I, Martin Jones of Ferrier Hodgson, have undertaken a proper assessment of this remuneration claim for my appointment as Liquidator of the Company in accordance with the Corporations Act 2001 (Cth) (the Act), the Australian Restructuring Insolvency & Turnaround Association (ARITA) Code of Professional Practice (the Code) and applicable professional standards. I am satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the liquidation. 2 Executive summary To date, remuneration totalling $701,695.00 has been approved by creditors in the voluntary administration and liquidation. This remuneration report details approval sought for the following fees:

Period Amount

(ex GST) $












18 March 2014 to 30 April 2017 871,282.97


Page 2

Period Amount

(ex GST) $


Resolution 1:


3,000,000.00

Resolution 2:


(being actual WIP incurred during the period in the sum of $871,282.97 less fees already approved of $500,000.00 and funding received from external sources of $5,475.50)

365,807.47


Resolution 3:


1,000,000.00

Total current remuneration approval sought (if pooled) 3,365,807.47

Total current remuneration approval sought (if not pooled) 1,365,805.17



Page 3


Title Rate

$/hour Experience









insolvency task.

Director $550





Senior Manager $500




Manager $450









Senior Analyst $330






Accountant $250




Personal /



Assistant $180



Administration


$140



more senior staff.

Notes:



of disbursements.


Page 4

4.1 Description of work to be completed Resolution 1 (If a pooling determination is approved by Creditors) Company: Forge Group Construction Pty Ltd (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 1 May 2017 to completion of the liquidations Subject to the eligible unsecured creditors resolving in favour of the pooling resolution whereby the following entities will be pooled as one liquidation:


Detailed below are the total estimate time costs of $3,000,000.00 estimated to be incurred during the pooled liquidation period noted above. This future fee approval estimate of $3,000,000.00 plus the amount of further fee approval detailed at Part 4.2 of $365,807.47 equals the total fee approval sought (if pooled) of $3,365,807.47.


Creditors

1,307.6 hours $498,970.00 (excl. GST)

Creditor reports Preparing report on results of investigation, meeting and

general reports to creditors

Creditor enquiries



Secured creditors Liaising with KordaMentha to assist in regards to secured

creditor queries

Dealing with proofs of debt

Receipting and filing proofs of debt







Investigation

4,690.0 hours $1,785,250.00

(excl. GST)









Page 5



Liaising with ASIC










Examinations





Dividend

945.0 hours $367,500.00 (excl. GST)








Employee dividend










Dividend procedures











Administration

860.0 hours $348,280.00 (excl. GST)



Filing of documents

File reviews

Updating checklists







Page 6





Preparing BASs


Finalisation




Finalising WIP

Books and records storage

Dealing with records in storage





Resolution 1: 1 May 2017 to completion of the liquidations

Charge

Rate














Total 7,802.6 3,000,000.00 1,307.6 498,970.00 4,690.0 1,785,250.00 945.0 367,500.00 860.0 348,280.00

300,000.00 49,897.00 178,525.00 36,750.00 34,828.00

3,300,000.00

404.98

Administration

GST

TOTAL (incl. GST) 548,867.00 1,963,775.00 404,250.00 383,108.00

Employee PositionTotal Creditors Investigation Dividend


4.2 Description of work completed Resolution 2 Company: Forge Group Construction Pty Ltd (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 18 March 2014 to 30 April 2017 Detailed below are the total time costs of $871,282.97 incurred during the liquidation period noted above. I have already previously obtained approval for $500,000.00, have received $5,475.50 from an external source, and now seek approval for the balance of $365,807.47.


Creditors

217.3 hours $61,723.15 (excl. GST)



Creditor enquiries




creditor queries








Employees

1,040.2 hours $284,984.93 (excl. GST)

Employee enquiries










Employee dividend










Page 9


Calculation of entitlements

Calculating employee entitlements

Reviewing employee files and Company’s books and records

Reconciling superannuation accounts

Reviewing awards

Investigation

912.4 hours $321,216.40 (excl. GST)










Liaising with ASIC










Examinations





Administration

558.2 hours $203,358.50 (excl. GST)



Filing of documents

File reviews

Updating checklists










Preparing BASs






Calculation of Remuneration Resolution 2: 18 March 2014 to 30 April 2017

Employee Position

Charge Rate



Smith, Andrew Partner 595 0.5 267.75 - - - - - - 0.5 267.75


Saker, Andrew Partner 595 2.1 1,219.75 - - - - - - 2.1 1,219.75

Johnson, Ben Partner 595 71.7 42,679.35 2.9 1,725.50 1.5 892.50 14.2 8,428.18 53.2 31,633.18


Orzel, Brett Senior Manager 465 108.3 50,366.48 0.8 360.38 0.5 209.25 106.9 49,727.10 0.2 69.75

Chu, Kieran Senior Manager 465 4.4 2,059.95 0.3 139.50 - - 4.1 1,920.45 - -

Birch, Tom Senior Manager 461 63.3 29,154.80 - - - - 0.4 177.45 62.9 28,977.35

Fairhurst, Kate Manager / Senior Manager 455 0.1 54.60 0.0 13.65 - - - - 0.1 40.95

Geri, Justin Manager / Senior Manager 455 0.2 81.90 - - - - 0.2 81.90 - -

Holmes, Sean Manager / Senior Manager 406 123.9 50,360.78 9.2 3,683.38 - - 99.7 40,514.18 15.0 6,163.23

Smith, Gordon Manager 385 5.2 2,008.03 0.7 265.65 1.9 731.75 - - 2.6 1,010.63

Bickford, Bob Assistant Manager 360 235.4 84,740.40 7.7 2,775.60 200.1 72,046.80 - - 27.6 9,918.00



Murchison, Dawn Assistant Manager 360 47.2 16,970.10 0.8 270.00 0.3 108.00 46.0 16,552.80 0.1 39.30

Smith, Jack Accountant / Analyst / Assistant Manager 355 33.9 12,021.87 1.5 376.65 - - 32.3 11,626.92 0.1 18.30

Liew, Yvonne Assistant Manager 345 0.5 172.50 - - - - 0.5 172.50 - -

Khoo, Melanie Senior Analyst / Assistant Manager 342 40.3 13,779.85 3.9 1,389.45 - - 36.1 12,264.40 0.4 126.00




Krachler, Robert Senior Analyst 305 32.3 9,848.45 - - - - 31.9 9,726.45 0.4 122.00

Thomas, Nadia Senior Analyst 303 13.7 4,152.60 8.0 2,417.15 0.2 61.00 1.4 414.80 4.1 1,259.65

Hulmes, William Analyst / Senior Analyst 301 307.9 92,749.08 25.2 7,670.85 4.8 1,438.88 255.9 77,027.00 21.9 6,612.35

Guthrie, Thomas Analyst / Senior Analyst 301 46.5 13,995.45 21.1 5,990.35 10.2 3,556.35 4.4 1,324.85 10.7 3,123.90

Page 11

Employee Position

Charge Rate



Petkovic, Michael Analyst / Senior Analyst 295 0.1 17.70 - - - - 0.1 17.70 - -


Soo, Jason Accountant 290 2.9 829.05 1.9 580.65 0.1 13.50 - - 0.9 234.90

Collins, Bradley Analyst 270 70.8 19,118.70 23.5 6,342.30 3.4 907.20 34.0 9,177.30 10.0 2,691.90

Flower, Michael Analyst 270 3.0 801.90 - - - - 2.3 607.50 0.7 194.40

Morris, Marie Analyst 270 3.2 850.50 - - - - 0.6 162.00 2.6 688.50

James, Dana Analyst 268 545.4 146,429.65 13.9 3,733.65 435.7 116,839.00 0.1 27.00 95.8 25,830.00

Xu, Darren Analyst 267 80.4 21,484.45 51.5 13,724.50 9.1 2,443.00 - - 19.8 5,316.95

Weaver, Ashleigh Analyst 265 0.3 79.50 0.3 79.50 - - - - - -

Cassar, Adam Analyst 265 0.2 39.75 - - - - 0.2 39.75 - -

Goulden, Kristy Analyst 265 1.5 400.15 1.3 352.45 0.1 15.90 - - 0.1 31.80

George, William Accountant 239 14.5 3,465.50 1.8 418.20 - - 11.4 2,755.80 1.3 291.50

Gould, Max Accountant 232 83.7 19,374.80 9.1 2,093.00 55.4 12,867.00 4.8 1,104.00 14.4 3,310.80

Cohen-Cooke, Samuel Accountant 230 13.3 3,056.70 0.7 151.80 - - 11.1 2,559.90 1.5 345.00




Selby, Peter Accountant 230 5.6 1,297.20 0.2 46.00 1.5 335.80 2.9 662.40 1.1 253.00

Jennings, Wade Accountant 230 298.2 68,586.00 2.2 506.00 288.7 66,401.00 2.5 575.00 4.8 1,104.00

Shah, Nirav Accountant 229 20.8 4,764.35 2.9 664.65 0.3 69.00 15.0 3,455.30 2.6 575.40

MacNaughton, Robert Accountant 229 47.2 10,805.95 13.9 3,157.55 25.6 5,883.90 0.1 20.70 7.7 1,743.80

McDougall, Cameron Accountant 225 6.4 1,440.00 6.1 1,372.50 - - - - 0.3 67.50




Lowe, Miriam Personal / Team Assistant 180 2.0 360.00 - - - - - - 2.0 360.00



Saul, Alexandra Administration Supervisor 140 0.2 28.00 - - 0.2 28.00 - - - -


Page 12

Employee Position

Charge Rate





Ralph, Elizabeth Administration Supervisor 140 4.5 630.00 - - 0.6 84.00 - - 3.9 546.00

Herriman, Samuel Administration Supervisor 139 5.4 748.50 - - - - - - 5.4 748.50



Total 2,728.1 871,282.97 217.3 61,723.15 1,040.2 284,984.93 912.4 321,216.40 558.2 203,358.50

GST 87,128.30 6,172.32 28,498.49 32,121.64 20,335.85

TOTAL (incl. GST) 958,411.27 67,895.47 313,483.42 353,338.03 223,694.35


Page 13

4.3 Description of work to be completed Resolution 3 (if a pooling determination is not approved by creditors) Company: Forge Group Construction Pty Ltd (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 1 May 2017 to completion of the liquidation Detailed below are the total estimate time costs of $1,000,000.00 estimated to be incurred during the liquidation period noted above. I have already previously obtained approval for $500,000.00 of the completion of the liquidation, which is now exhausted, and now seek approval for a further estimate of remuneration. This future fee approval estimate of $1,000,000.00 plus the amount of further fee approval detailed at Part 4.2 of $365,807.17 equals the total fee approval sought of $1,365,807.47.


Creditors

310.3 hours $123,140.00 (excl. GST)



Creditor enquiries




creditor queries









Investigation

1,560.0 hours $593,000.00 (excl. GST)










Liaising with ASIC










Page 14


Examinations





Dividend

395.0 hours $149,350.00 (excl. GST)








Employee dividend










Dividend procedures











Administration

330.0 hours $134,510.00 (excl. GST)



Filing of documents, file reviews, updating checklists










Preparing BASs


Finalisation




Finalising WIP







Rate














Total 2,595.3 1,000,000.00 310.3 123,140.00 1,560.0 593,000.00 395.0 149,350.00 330.0 134,510.00

100,000.00 12,314.00 59,300.00 14,935.00 13,451.00

1,100,000.00

407.61

Administration

GST

TOTAL (incl. GST) 135,454.00 164,285.00 652,300.00 147,961.00



Page 16

5 Statement of remuneration claim 5.1 Resolutions to be put to creditors at the meeting convened for Friday, 30 June 2017 At the meeting of creditors convened for Friday, 30 June 2017, creditors will be asked to consider the following resolutions: Resolution 1: (subject to approval of pooling determination) “Subject to the eligible unsecured creditors resolving in favour of the pooling resolution, that the remuneration of the Liquidator of Forge Group Construction Pty Ltd, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 1 May 2017 to completion of the liquidations be fixed in the amount of $3,000,000.00, plus any applicable GST, and may be paid.” Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidator’s remuneration will be sought in the future. Resolution 2: "That the further remuneration of the Liquidator of Forge Group Construction Pty Ltd, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 18 March 2014 to 30 April 2017 be fixed in the amount of $365,807.47, plus any applicable GST, and may be paid." Please note that $500,000.00 previously approved and the fees received from the creditor adjudication of $5,475.50, further remuneration of $365,807.47 was incurred. Resolution 3: (if pooling determination is not approved) "That the remuneration of the Liquidator of Forge Group Construction Pty Ltd, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 1 May 2017 to completion of the liquidation be fixed in the amount of $1,000,000.00, plus any applicable GST, and may be paid." Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidator’s remuneration will be sought in the future. 6 Remuneration recoverable from external sources The Liquidator has received external funding for remuneration from:

The Department of Employment – Fair Entitlements Guarantee. The funding was provided to meet the Liquidator’s costs of assessing and making payment of unpaid employment entitlements to eligible employees in the sum of $260,200.00 (excl. GST).

Page 17

MM Electrical Merchandising, a creditor of the Company. The funding was provided to adjudicate upon their formal proof of debt in the sum of $5,475.50 (excl. GST).

KordaMentha, the Receivers and Managers. The funding was in relation to providing

assistance to the Receivers and Managers during the administration period in the sum of $3,259.50 (excl. GST).







Advertising At cost

Couriers At cost









Postage At cost

Searches At cost



Page 18

7.1 Disbursements paid from the liquidation to Ferrier Hodgson There have been no disbursements paid from the liquidation to Ferrier Hodgson to date. Future disbursements provided by Ferrier Hodgson will be charged to the liquidation on the same basis as the table in Part 7. 8 Report on progress of the liquidation The Remuneration Approval Request Report must be read in conjunction with the report to creditors dated 13 June 2017 which outlines the progress of the liquidation. 9 Summary of receipts and payments A summary of receipts and payments for the period 18 March 2014 to 30 April 2017 is set out in the table below:



$

Receipts


Unfair Preference Claim Settlements 680,490.96


Payments


Legal Fees 65,521.07




Corporations Act 2001 Section 499(7) Forge Group Power Pty Ltd (Receivers and Managers Appointed) (In Liquidation) ACN 103 678 324 (the Company) Remuneration Approval Request Report 1 Declaration I, Martin Jones of Ferrier Hodgson, have undertaken a proper assessment of this remuneration claim for my appointment as Liquidator of the Company in accordance with the Corporations Act 2001 (Cth) (the Act), the Australian Restructuring Insolvency & Turnaround Association (ARITA) Code of Professional Practice (the Code) and applicable professional standards. I am satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the liquidation. 2 Executive summary To date, remuneration totalling $667,115.00 has been approved by creditors in the voluntary administration and liquidation. This remuneration report details approval sought for the following fees:

Period Amount

(ex GST) $












18 March 2014 to 30 April 2017 546,929.75


Page 2

Period Amount

(ex GST) $


Resolution 1:


3,000,000.00

Resolution 2:


(being actual WIP incurred during the period in the sum of $546,929.75 less fees already approved of $500,000.00)

46,929.75


Resolution 3:


1,000,000.00


Total current remuneration approval sought (if not pooled) 1,046,929.75



Page 3


Title Rate

$/hour Experience









insolvency task.

Director $550





Senior Manager $500




Manager $450









Senior Analyst $330






Accountant $250




Personal /



Assistant $180



Administration


$140



more senior staff.

Notes:



of disbursements.


Page 4

4.1 Description of work to be completed Resolution 1 Company: Forge Group Power Pty Ltd (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 1 May 2017 to completion of the liquidations Subject to the eligible unsecured creditors resolving in favour of the pooling resolution whereby the following entities will be pooled as one liquidation:



Task area General description

Includes

Creditors

1,307.6 hours $498,970.00 (excl. GST)

Creditor reports Preparing report on results of investigation, meeting and general

reports to creditors

Creditor enquiries




creditor queries









Page 5


Includes

Investigation

4,690.0 hours $1,785,250.00

(excl. GST)










Liaising with ASIC








Examinations





Dividend

945.0 hours $367,500.00 (excl. GST)








Employee dividend










Dividend procedures









Page 6


Includes



Administration

860.0 hours $348,280.00 (excl. GST)



Filing of documents

File reviews

Updating checklists










Preparing BASs


Finalisation




Finalising WIP








Filing of documents

File reviews

Updating checklists


Charge

Rate














Total 7,802.6 3,000,000.00 1,307.6 498,970.00 4,690.0 1,785,250.00 945.0 367,500.00 860.0 348,280.00

300,000.00 49,897.00 178,525.00 36,750.00 34,828.00

3,300,000.00

404.98

Administration

GST

TOTAL (incl. GST) 548,867.00 1,963,775.00 404,250.00 383,108.00



4.2 Description of work completed Resolution 2 Company: Forge Group Power Pty Ltd (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 18 March 2014 to 30 April 2017 Detailed below are the total time costs of $546,929.75 incurred during the liquidation period noted above. I have already previously obtained approval for $500,000.00 and now seek approval for the balance of $46,929.75.


Creditors

174.3 hours $49,460.65 (excl. GST)



Creditor enquiries




creditor queries








Employees

126.2 hours $35,625.43 (excl. GST)

Employee enquiries














Reviewing awards

Investigation

834.8 hours $298,564.68 (excl. GST)








Page 9




Liaising with ASIC










Examinations





Administration

398.2 hours $163,279.00 (excl. GST)



Filing of documents

File reviews

Updating checklists










Preparing BASs






Resolution 2 Calculation of Remuneration


Rate Total Creditors Dividend Investigation Administration


Johnson, Ben Partner 595 72.7 43,274.35 2.8 1,651.13 2.6 1,547.00 13.9 8,249.68 53.5 31,826.55


Smith, Andrew Partner 595 0.5 267.75 - - - - - - 0.5 267.75

Saker, Andrew Partner 595 0.5 267.75 - - - - - - 0.5 267.75

Geri, Justin Director 506 2.7 1,356.90 - - - - 2.7 1,356.90 - -






Holmes, Sean Manager / Senior Manager 407 123.1 50,040.78 8.1 3,263.38 0.1 30.00 99.0 40,244.18 15.9 6,503.23

Smith, Gordon Manager 385 4.9 1,873.03 0.7 265.65 1.6 596.75 - - 2.6 1,010.63

Khoo, Melanie Senior Analyst / Asistant Manager 365 66.7 24,355.85 6.0 2,208.45 - - 59.0 21,493.40 1.8 654.00

McCann, Lauren Asistant Manager 360 0.1 32.40 - - 0.1 32.40 - - - -

Stephens, Miranda Asistant Manager 360 4.5 1,605.60 - - - - - - 4.5 1,605.60

Murchison, Dawn Senior Analyst / Asistant Manager 359 6.2 2,210.10 0.8 270.00 - - 5.3 1,900.80 0.1 39.30

Bickford, Bob Asistant Manager 358 25.2 9,015.90 2.8 1,011.60 17.4 6,222.30 - - 5.0 1,782.00

Smith, Jack Accountant / Analyst / Assistant Manager 356 37.6 13,353.15 1.5 376.65 - - 36.0 12,958.20 0.1 18.30




Thomas, Nadia Senior Analyst 305 7.3 2,232.60 5.1 1,564.65 - - 1.0 292.80 1.2 375.15


Krachler, Robert Senior Analyst 305 9.8 2,985.95 - - - - 9.8 2,985.95 - -

Guthrie, Thomas Analyst / Senior Analyst 302 45.0 13,585.95 20.7 5,884.35 10.2 3,556.35 3.6 1,112.85 10.4 3,032.40

Hulmes, William Analyst / Senior Analyst 301 296.4 89,300.08 32.4 10,021.73 3.2 950.88 240.5 72,226.00 20.2 6,101.48




Page 11


Rate Total Creditors Dividend Investigation Administration


Collins, Bradley Analyst 270 47.1 12,719.70 0.1 24.30 0.7 178.20 32.3 8,718.30 14.1 3,798.90


Xu, Darren Accountant / Analyst 267 49.8 13,306.95 39.4 10,514.50 0.6 162.00 - - 9.8 2,630.45

James, Dana Accountant / Analyst 266 87.1 23,151.15 6.7 1,794.15 50.6 13,324.50 9.6 2,592.00 20.2 5,440.50

Goulden, Kristy Accountant / Analyst 265 1.2 320.65 1.0 272.95 0.1 15.90 - - 0.1 31.80

Cassar, Adam Accountant / Analyst 265 0.2 39.75 - - - - 0.2 39.75 - -

Rose, Timothy Accountant / Analyst 244 1.4 346.60 0.0 6.90 0.1 20.70 0.1 13.80 1.2 305.20

Shah, Nirav Accountant / Analyst 235 19.0 4,468.35 4.3 1,106.65 0.7 159.00 11.4 2,627.30 2.6 575.40

George, William Accountant / Analyst 235 16.5 3,876.00 0.8 193.20 0.5 112.50 13.9 3,278.80 1.3 291.50



Jennings, Wade Accountant 230 16.8 3,864.00 0.1 23.00 16.5 3,795.00 - - 0.2 46.00

Cohen-Cooke, Samuel Accountant 230 19.4 4,459.70 5.4 1,232.80 - - 11.7 2,697.90 2.3 529.00

Selby, Peter Accountant 230 13.2 3,045.20 - - 1.3 289.80 11.2 2,571.40 0.8 184.00

MacNaughton, Robert Accountant 227 25.5 5,809.45 11.8 2,677.55 6.9 1,576.40 0.1 20.70 6.8 1,534.80

Gould, Max Accountant 227 26.7 6,060.80 7.2 1,620.00 12.2 2,763.00 2.2 506.00 5.1 1,171.80



Lowe, Miriam Personal / Team Assistant 180 4.0 720.00 - - - - - - 4.0 720.00


Titlestad, Jacqui Personal / Team Assistant 180 4.2 750.60 - - - - - - 4.2 750.60



Tapson, Alice Administration Supervisor 140 7.9 1,106.00 4.0 560.00 - - - - 3.9 546.00

Ralph, Elizabeth Administration Supervisor 140 8.4 1,176.00 4.0 560.00 0.5 70.00 - - 3.9 546.00





Total 1,533.5 546,929.75 174.3 49,460.65 126.2 35,625.43 834.8 298,564.68 398.2 163,279.00

GST 54,692.98 4,946.07 3,562.54 29,856.47 16,327.90

TOTAL (incl. GST) 601,622.73 54,406.72 39,187.97 328,421.14 179,606.90


Page 12

4.3 Description of work to be completed Resolution 3 Company: Forge Group Power Pty Ltd (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 1 May 2017 to completion of the liquidation Detailed below are the total estimate time costs of $1,000,000.00 estimated to be incurred during the liquidation period noted above. I have already previously obtained approval for $500,000.00 of the completion of the liquidation, which is now exhausted, and now seek approval for a further estimate of remuneration. This future fee approval estimate of $1,000,000.00 plus the amount of further fee approval detailed at Part 4.2 of $46,929.75 equals the total fee approval sought of $1,046,929.75


Creditors

310.3 hours $123,140.00 (excl. GST)

Creditor reports Preparing report on results of investigation, meeting

and general reports to creditors

Creditor enquiries



Secured creditors Liaising with KordaMentha to assist in regards to

secured creditor queries


Corresponding with OSR and ATO regarding proofs of debt






Investigation

1,560.0 hours $593,000.00 (excl. GST)










Liaising with ASIC

Page 13











Examinations





Dividend

395.0 hours $149,350.00 (excl. GST)








Employee dividend










Dividend procedures











Administration

330.0 hours $13,451.00



Filing of documents

File reviews

Updating checklists

Page 14


(excl. GST)










Preparing BASs





administration




Filing of documents

File reviews

Updating checklists





Rate














Total 2,595.3 1,000,000.00 310.3 123,140.00 1,560.0 593,000.00 395.0 149,350.00 330.0 134,510.00

100,000.00 12,314.00 59,300.00 14,935.00 13,451.00

1,100,000.00

407.61

Administration

GST

TOTAL (incl. GST) 135,454.00 164,285.00 652,300.00 147,961.00



Page 16

5 Statement of remuneration claim 5.1 Resolutions to be put to creditors at the meeting convened for Friday, 30 June 2017 At the meeting of creditors convened for Friday, 30 June 2017, creditors will be asked to consider the following resolutions: Resolution 1: (subject to approval of pooling determination) “Subject to the eligible unsecured creditors resolving in favour of the pooling resolution, that the remuneration of the Liquidator, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 1 May 2017 to completion of the liquidations be fixed in the amount of $3,000,000.00, plus any applicable GST, and may be paid.” Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidator’s remuneration will be sought in the future. Resolution 2: "That the further remuneration of the Liquidator of Forge Group Power Pty Ltd, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 18 March 2014 to 30 April 2017 be fixed in the amount of $46,929.75 plus any applicable GST, and may be paid." Please note that $500,000.00 previously approved and further remuneration of $46,929.75 was incurred. Resolution 3: (if pooling determination is not approved) "That the remuneration of the Liquidator of Forge Group Power Pty Ltd, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 1 May 2017 to completion of the liquidation be fixed in the amount of $1,000,000.00, plus any applicable GST, and may be paid." Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidator’s remuneration will be sought in the future.

Page 17

6 Remuneration recoverable from external sources The Liquidator has received external funding for remuneration from: The Department of Employment – Fair Entitlements Guarantee. The funding was provided

to offer assistance to meet the Liquidator’s costs of assessing and making payment of unpaid employment entitlements to eligible employees in the sum of $23,200.00 (excl. GST).

Allied Pumps, a creditor of the Company. The funding was provided to adjudicate upon their formal proof of debt in the sum of $1,000.00 (excl. GST).

KordaMentha, the Receivers and Managers. The funding was in relation to providing assistance to them during the administration period in the sum of $40,638.00 (excl. GST) and an additional $3,026.29 (excl. GST) for disbursements.







Advertising At cost

Couriers At cost









Postage At cost

Searches At cost


Telephone calls At cost

Note: Above rates are applicable for the financial year ending 30 June 2017

Page 18




$

Receipts


Unfair Preference Claim Settlements 1,144,226.76


Payments


Legal Fees 916,883.34




Corporations Act 2001 Section 499(7) Forge Group Minerals & Resources Limited (Receivers and Managers Appointed) (In Liquidation) ACN 113 740 211 (the Company) Remuneration Approval Request Report 1 Declaration I, Martin Jones of Ferrier Hodgson, have undertaken a proper assessment of this remuneration claim for my appointment as Liquidator of the Company in accordance with the Corporations Act 2001 (Cth) (the Act), the Australian Restructuring Insolvency & Turnaround Association (ARITA) Code of Professional Practice (the Code) and applicable professional standards. I am satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the liquidation. 2 Executive summary To date, remuneration totalling $260,870.50 has been approved by creditors in the voluntary administration and liquidation. This remuneration report details approval sought for the following fees:

Period Amount

(ex GST) $












18 March 2014 to 30 April 2017 278,878.38


Page 2

Period Amount

(ex GST) $


Resolution 1:


3,000,000.00

Resolution 2:


(being actual WIP incurred during the period in the sum of $278,878.38 less fees already approved of $200,000.00)

78,878.38


Resolution 3:


500,000.00


Total current remuneration approval sought (if not pooled) 578,878.38



Page 3


Title Rate

$/hour Experience









insolvency task.

Director $550





Senior Manager $500




Manager $450









Senior Analyst $330






Accountant $250




Personal /



Assistant $180



Administration


$140



more senior staff.

Notes:



of disbursements.


Page 4

4.1 Description of work to be completed Resolution 1 Company: Forge Group Minerals & Resources Limited (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 1 May 2017 to completion of the liquidations Subject to the eligible unsecured creditors resolving in favour of the pooling resolution whereby the following entities will be pooled as one liquidation:




Creditors

1307.6 hours $498,970.00 (excl. GST)


reports to creditors

Creditor enquiries Receive and follow up creditor enquiries via telephone and email.


Secured creditors Liaising with KordaMentha to assist in regards to secured creditor

queries









Investigation

4,690.0 hours $1,785,250.00

(excl. GST)










Liaising with ASIC

Litigation / recoveries Internal meetings to discuss status of litigation


Page 5








Examinations





Dividend

945.0 hours $367,500.00 (excl. GST)








Employee dividend










Dividend procedures











Administration

860.0 hours $348,280.00 (excl. GST)



Filing of documents

File reviews and updating checklists










Preparing BASs


Finalisation




Finalising WIP






Resolution 1: 1 May 2017 to completion of the liquidations

Charge

Rate














Total 7,802.6 3,000,000.00 1,307.6 498,970.00 4,690.0 1,785,250.00 945.0 367,500.00 860.0 348,280.00

300,000.00 49,897.00 178,525.00 36,750.00 34,828.00

3,300,000.00

Average hourly rate 384.49


GST

TOTAL (incl. GST) 548,867.00 404,250.00 1,963,775.00

381.60 388.89 380.65 404.98

Administration

383,108.00

4.2 Description of work completed Resolution 2 Company: Forge Group Minerals & Resources Limited (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 18 March 2014 to 30 April 2017 Detailed below are the total time costs of $278,878.38 incurred during the liquidation period noted above. I have already previously obtained approval for $200,000.00 of the remaining time costs and now seek approval for the balance of $78,878.38.


Creditors

54.5 hours $17,553.15 (excl. GST)



Creditor enquiries




creditor queries


Corresponding with OSR and ATO regarding proofs of debt






Employees

86.0 hours $24,307.05 (excl. GST)

Employee enquiries














Reviewing awards

Page 8


Employee dividend










Investigation

400.6 hours $155,968.30 (excl. GST)










Liaising with ASIC










Examinations





Administration

194.2 hours $81,049.88 (excl. GST)



Filing of documents

File reviews

Updating checklists










Preparing BASs






Calculation of Remuneration Resolution 2: 18 March 2014 to 30 April 2017

Employee Position

Charge Rate



Saker, Andrew Partner 595 0.8 446.25 - - - - - - 0.8 446.25

Smith, Andrew Director 595 0.2 89.25 - - - - - - 0.2 89.25

Jones, Martin Partner 595 68.3 40,611.73 2.7 1,615.43 1.0 568.23 39.8 23,672.08 24.8 14,756.00

Johnson, Ben Partner 595 68.4 40,703.95 1.4 803.25 0.9 535.50 13.5 8,005.73 52.7 31,359.48





Geri, Justin Manager / Senior Manager 455 0.1 27.30 - - - - 0.1 27.30 - -


Holmes, Sean Manager / Senior Manager 408 105.8 43,155.68 4.6 1,859.38 - - 88.5 36,046.98 12.7 5,249.33

Smith, Gordon Manager 385 3.9 1,503.43 0.2 88.55 1.4 519.75 - - 2.3 895.13

McCann, Lauren Assistant Manager 360 0.4 154.80 - - 0.0 10.80 0.4 144.00 - -


Murchison, Dawn Senior Analyst / Assistant Manager 359 2.1 736.70 0.3 90.00 - - 1.8 633.60 0.0 13.10

Bickford, Bob Assistant Manager 357 16.7 5,941.80 0.3 97.20 15.4 5,502.60 - - 1.0 342.00

Smith, Jack Senior Analyst / Assistant Manager 335 2.2 740.05 0.2 47.25 - - 1.7 608.40 0.3 84.40

Khoo, Melanie Senior Analyst / Assistant Manager 334 19.3 6,462.45 2.5 883.15 - - 16.6 5,489.30 0.3 90.00

Thomas, Nadia Senior Analyst 305 4.2 1,293.20 3.0 918.05 - - 0.5 158.60 0.7 216.55

Krachler, Robert Senior Analyst 305 1.1 344.65 - - - - 1.1 344.65 - -




Guthrie, Thomas Analyst / Senior Analyst 302 15.0 4,528.65 7.0 1,977.35 3.3 1,169.55 1.2 370.95 3.5 1,010.80

Hulmes, William Analyst / Senior Analyst 299 114.3 34,205.78 17.1 5,183.58 3.3 977.88 77.5 23,089.50 16.4 4,954.83



Levit, Bradley Analyst / Senior Analyst 287 1.2 355.70 0.4 122.00 - - 0.4 122.00 0.4 111.70

Collins, Bradley Analyst 270 16.0 4,311.90 0.0 8.10 0.2 59.40 13.7 3,707.10 2.0 537.30



Xu, Darren Analyst 269 7.8 2,087.15 4.3 1,153.00 0.1 27.00 - - 3.4 907.15

Cassar, Adam Accountant / Analyst 265 0.1 13.25 - - - - 0.1 13.25 - -

Page 10

Employee Position

Charge Rate



Goulden, Kristy Accountant / Analyst 265 0.4 98.05 0.3 82.15 0.0 5.30 - - 0.0 10.60

James, Dana Accountant / Analyst 263 50.4 13,243.05 1.9 521.55 34.1 8,856.00 - - 14.3 3,865.50

George, William Accountant / Analyst 236 11.8 2,789.50 0.3 64.40 - - 11.3 2,658.60 0.3 66.50


De Vattimo, Belinda Accountant 230 6.6 1,508.80 - - - - - - 6.6 1,508.80

Jennings, Wade Accountant 230 12.0 2,760.00 0.1 23.00 11.6 2,668.00 - - 0.3 69.00


Selby, Peter Accountant 230 4.1 938.40 0.4 92.00 0.0 4.60 3.5 795.80 0.2 46.00

Cohen-Cooke, Samuel Accountant 230 5.5 1,271.90 0.2 50.60 - - 3.7 853.30 1.6 368.00

Gould, Max Accountant 230 21.1 4,845.60 0.8 180.00 13.4 3,079.00 2.6 598.00 4.3 988.60

Shah, Nirav Accountant 229 8.0 1,841.45 1.0 221.55 0.1 23.00 6.1 1,405.10 0.9 191.80

MacNaughton, Robert Accountant 227 6.4 1,450.15 3.0 673.35 1.0 219.30 0.0 6.90 2.4 550.60


Jamieson, Amy Accounts Supervisor 180 5.2 936.00 - - - - - - 5.2 936.00





Ralph, Elizabeth Administration Supervisor 140 1.3 182.00 - - - - - - 1.3 182.00


Newland, Jacob Administration Supervisor 137 3.6 494.00 - - - - - - 3.6 494.00



Total 735.4 278,878.38 54.5 17,553.15 86.0 24,307.05 400.6 155,968.30 194.2 81,049.88

GST 27,887.84 1,755.32 2,430.71 15,596.83 8,104.99

TOTAL (incl. GST) 306,766.21 19,308.47 26,737.76 171,565.13 89,154.86


Page 11

4.3 Description of work to be completed Resolution 3 Company: Forge Group Minerals & Resources Limited (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 1 May 2017 to completion of the liquidation Detailed below are the total estimate time costs of $500,000.00 estimated to be incurred during the liquidation period noted above. I have already previously obtained approval for $200,000.00 of the completion of the liquidation, which is now exhausted, and now seek approval for a further estimate of remuneration. This future fee approval estimate of $500,000.00 plus the amount of further fee approval detailed at Part 4.2 of $78,878.38 equals the total fee approval sought of $578,878.38.


Creditors

155.1 hours $61,570.00 (excl. GST)


reports to creditors.

Creditor enquiries Receive and follow up creditor enquiries via telephone and email.


Secured creditors Liaising with KordaMentha to assist in regards to secured creditor

queries.


Receipting and filing proofs of debt.

Corresponding with creditors regarding proofs of debt.


Preparation of meeting notices, proxies and advertisements.

Forward notice of meeting to all known creditors.


Preparation and lodgement of minutes of meetings with ASIC.

Investigation

780.0 hours $296,500.00 (excl. GST)










Liaising with ASIC










Examinations





Page 12


Dividend

197.5 hours $74,675.00 (excl. GST)








Employee dividend










Dividend procedures











Administration

165.0 hours $67,255.00 (excl. GST)



Filing of documents

File reviews

Updating checklists










Preparing BASs


Finalisation




Finalising WIP






Calculation of Remuneration Resolution 3: 1 May 2017 to completion of the liquidation

Employee Position

Charge Rate

Total Creditors Investigation Dividend Administration





Powell, Sean Director 550 90.5 49,775.00 - - 90.0 49,500.00 - - 0.5 275.00


Khoo, Melanie Assistant Manager 390 207.5 80,925.00 32.5 12,675.00 125.0 48,750.00 30.0 11,700.00 20.0 7,800.00

Stephens, Miranda Assistant Manager 390 7.0 2,730.00 2.5 975.00 - - 2.5 975.00 2.0 780.00






Total 1,297.6 500,000.00 155.1 61,570.00 780.0 296,500.00 197.5 74,675.00 165.0 67,255.00

GST 50,000.00 6,157.00 29,650.00 7,467.50 6,725.50

TOTAL (incl. GST) 550,000.00 33,863.50 163,075.00 41,071.25 36,990.25


Page 14

5 Statement of remuneration claim 5.1 Resolutions to be put to creditors at the meeting convened for Friday, 30 June 2017 At the meeting of creditors convened for Friday, 30 June 2017 creditors will be asked to consider the following resolutions: Resolution 1: (subject to approval of pooling determination) “Subject to the eligible unsecured creditors resolving in favour of the pooling resolution, that the remuneration of the Liquidator of Forge Group Minerals & Resources Ltd, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 1 May 2017 to completion of the liquidations be fixed in the amount of $3,000,000.00, plus any applicable GST, and may be paid. Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidator’s remuneration will be sought in the future. Resolution 2: "That the further remuneration of the Liquidator of Forge Group Minerals & Resources Ltd, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 18 March 2014 to 30 April 2017 be fixed in the amount of $78,878.38, plus any applicable GST, and may be paid." Please note that in addition to the $200,000.00 previously approved, further remuneration of $78,878.38 was incurred. Resolution 3: (if pooling determination is not approved) "That the remuneration of the Liquidator of Forge Group Minerals & Resources Ltd, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 1 May 2017 to completion of the liquidation be fixed in the amount of $500,000.00, plus any applicable GST, and may be paid." Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidator’s remuneration will be sought in the future.

Page 15

6 Remuneration recoverable from external sources The Liquidator has received external funding for remuneration from The Department of Employment – Fair Entitlements Guarantee. The funding was provided to meet the Liquidator’s costs of assessing and making payment of unpaid employment entitlements to eligible employees in the sum of $13,740.00 (excl. GST). 7 Disbursements Disbursements are divided into three types: A, B1, B2.






Advertising At cost

Couriers At cost









Postage At cost

Searches At cost



Page 16




$

Receipts



Payments



Closing cash at bank -


Corporations Act 2001 Section 499(7) Forge Group Asset Management Pty Ltd (Receivers and Managers Appointed) (In Liquidation) ACN 161 511 486 (the Company) Remuneration Approval Request Report 1 Declaration I, Martin Jones of Ferrier Hodgson, have undertaken a proper assessment of this remuneration claim for my appointment as Liquidator of the Company in accordance with the Corporations Act 2001 (Cth) (the Act), the Australian Restructuring Insolvency & Turnaround Association (ARITA) Code of Professional Practice (the Code) and applicable professional standards. I am satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the conduct of the liquidation. 2 Executive summary To date, remuneration totalling $262,669.50 has been approved by creditors in the voluntary administration and liquidation. This remuneration report details approval sought for the following fees:

Period Amount

(ex GST) $












18 March 2014 to 30 April 2017 50,827.50


Page 2

Period Amount

(ex GST) $

Pooling of liquidations (if applicable) Resolution 1: 1 May 2017 to completion of the Liquidations

3,000,000.00

Pooling of liquidations does not occur (if applicable) Resolution 2: 1 May 2017 to completion of the Liquidation

250,000.00

Total current remuneration approval sought 250,000.00

Total current remuneration approval sought (if pooled) 3,000,000.00 * Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the liquidation. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors.


Page 3


Title Rate

$/hour Experience









insolvency task.

Director $550





Senior Manager $500




Manager $450









Senior Analyst $330






Accountant $250




Personal /



Assistant $180



Administration


$140



more senior staff.

Notes:



of disbursements.


Page 4

4 Calculation of remuneration 4.1 Description of work completed Company: Forge Group Asset Management Pty Ltd (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 18 March 2014 to 30 April 2017 Detailed below are the total time costs of $50,827.50 incurred during the liquidation period noted above. I have already previously obtained approval for $200,000.00 of the remaining time costs. No further fee approval is required.


Creditors

10.5 hours $2,822.50

(excl. GST)

Creditor reports Preparing report on results of investigation, meeting

and general reports to creditors

Creditor enquiries



Employees

85.1 hours $21,483.50 (excl. GST)

Employee enquiries














Reviewing awards

Employee dividend










Investigation

23.9 hours $7,353.50

(excl. GST)









Page 5



Liaising with ASIC










Examinations





Administration

67.3 hours $19,168.00 (excl. GST)



Filing of documents

File reviews

Updating checklists










Preparing BASs





administration




Filing of documents

File reviews

Updating checklists


Employee Position Av.

Charge Rate $



Birch, Tom Senior Manager 455 11.7 5,305.00 - - - - - - 11.7 5,305.00

Chu, Kieran Manager 465 0.4 186.00 - - - - 0.4 186.00 - -

Bickford, Bob Assistant Manager 360 9.2 3,312.00 - - 6.9 2,484.00 - - 2.3 828.00


Liew, Yvonne Assistant Manager 339 0.4 135.50 - - 0.4 135.50 - - - -


Khoo, Melanie Senior Analyst / Assistant Manager 341 11.8 4,028.00 0.3 108.00 - - 11.3 3,848.00 0.2 72.00

Krachler, Robert Analyst 305 3.7 1,128.50 - - - - 3.7 1,128.50 - -

Thomas, Nadia Analyst 305 1.2 366.00 1.2 366.00 - - - - - -

Willie, Victoria Analyst 305 0.9 274.50 - - - - 0.5 152.50 0.4 122.00

Hulmes, William Analyst 300 2.0 599.50 - - - - 1.4 416.50 0.6 183.00

Collins, Bradley Analyst 270 0.6 162.00 - - - - 0.4 108.00 0.2 54.00

Xu, Darren Analyst 267 12.2 3,257.50 7.4 1,970.00 - - - - 4.8 1,287.50

Goulden, Kristy Analyst 265 0.3 79.50 0.3 79.50 - - - - - -

James, Dana Accountant / Analyst 258 70.7 18,211.50 - - 47.4 11,920.50 - - 23.3 6,291.00

George, William Accountant / Analyst 248 4.8 1,190.50 - - 0.7 159.50 3.8 962.00 0.3 69.00

Jennings, Wade Accountant 230 8.5 1,955.00 - - 8.4 1,932.00 - - 0.1 23.00

Cohen-Cooke, Samuel Accountant 230 3.9 897.00 0.5 115.00 - - - - 3.4 782.00

Shah, Nirav Accountant 230 0.8 184.00 - - - - 0.8 184.00 - -

MacNaughton, Robert Accountant 228 2.6 594.00 0.8 184.00 1.8 410.00 - - - -

Gould, Max Accountant 226 23.5 5,316.00 - - 19.1 4,304.00 1.6 368.00 2.8 644.00

Jamieson, Amy Accounts Supervisor 180 5.5 990.00 - - - - - - 5.5 990.00




Smith, Sarah Administration Supervisor 140 0.5 70.00 - - - - - - 0.5 70.00


Newland, Jacob Administration Supervisor 136 2.8 382.00 - - - - - - 2.8 382.00

Total 186.7 50,827.50 10.5 2,822.50 85.1 21,483.50 23.9 7,353.50 67.3 19,168.00

GST 5,082.75 282.25 2,148.35 735.35 1,916.80

TOTAL (incl. GST) 55,910.25 3,104.75 23,631.85 8,088.85 21,084.80


Page 7

4.2 Description of work to be completed Resolution 1 (if pooling determination is approved) Company: Forge Group Asset Management Pty Ltd (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 1 May 2017 to completion of the liquidations Subject to the eligible unsecured creditors resolving in favour of the pooling resolution whereas the following entities will be pooled as one liquidation:


Detailed below are the total estimate time costs of $3,000,000.00 estimated to be incurred during the pooled liquidation period noted above.


Creditors

1,307.6 hours $498,970.00 (excl. GST)



Creditor enquiries




creditor queries








Investigation

4,690.0 hours $1,785,250.00

(excl. GST)








Lodgement of investigation with ASIC ASIC reporting Preparing statutory investigation reports

Page 8


Liaising with ASIC










Examinations





Dividend

945.0 hours $367,500.00 (excl. GST)








Employee dividend










Dividend procedures











Administration

860.0 hours $348,280.00 (excl. GST)



Filing of documents

File reviews

Updating checklists






Page 9






Preparing BASs


Finalisation




Finalising WIP





Page 10


Charge

Rate














Total 7,802.6 3,000,000.00 1,307.6 498,970.00 4,690.0 1,785,250.00 945.0 367,500.00 860.0 348,280.00

300,000.00 49,897.00 178,525.00 36,750.00 34,828.00

3,300,000.00

404.98

Administration

GST

TOTAL (incl. GST) 548,867.00 1,963,775.00 404,250.00 383,108.00



Page 11

4.3 Description of work to be completed Resolution 2 (if pooling determination is not approved) Company: Forge Group Asset Management Pty Ltd (Receivers and Managers Appointed) (In Liquidation) Administration Type: Creditors Voluntary Liquidation Practitioner: Martin Jones of Ferrier Hodgson Period: 1 May 2017 to completion of the liquidation Detailed below are the total estimate time costs of $250,000.00 estimated to be incurred during the liquidation period noted above. I have already previously obtained approval for $200,000.00 of the completion of the liquidation and now seek approval for a further estimate of remuneration.


Creditors

77.6 hours $30,785.00 (excl. GST)



Creditor enquiries




creditor queries









Investigation

390.0 hours $148,250.00 (excl. GST)










Liaising with ASIC

Litigation / recoveries Internal meetings to discuss status of litigation



Page 12







Examinations





Dividend

98.8 hours $37,337.50 (excl. GST)








Employee dividend










Dividend procedures











Administration

82.5 hours $33,627.50 (excl. GST)



Filing of documents

File reviews

Updating checklists




Page 13








Preparing BASs


Finalisation




Finalising WIP








Filing of documents

File reviews

Updating checklists

Calculation of Remuneration Resolution 2: 1 May 2017 to completion of the liquidation

Employee Position

Charge Rate

Total Creditors Investigation Dividend Administration





Powell, Sean Director 550 45.3 24,887.50 - - 45.0 24,750.00 - - 0.3 137.50


Khoo, Melanie Assistant Manager 390 103.8 40,462.50 16.3 6,337.50 62.5 24,375.00 15.0 5,850.00 10.0 3,900.00

Stephens, Miranda Assistant Manager 390 3.5 1,365.00 1.3 487.50 - - 1.3 487.50 1.0 390.00






Total 648.8 250,000.00 77.6 30,785.00 390.0 148,250.00 98.8 37,337.50 82.5 33,627.50

GST 25,000.00 3,078.50 14,825.00 3,733.75 3,362.75

TOTAL (incl. GST) 275,000.00 33,863.50 163,075.00 41,071.25 36,990.25


Page 15

5 Statement of remuneration claim 5.1 Resolutions to be put to creditors at the meeting convened for Friday, 30 June 2017 At the meeting of creditors convened for Friday, 30 June 2017, creditors will be asked to consider the following resolutions: Resolution 1: (subject to approval of pooling determination) “Subject to the eligible unsecured creditors resolving in favour of the pooling resolution, that the remuneration of the Liquidator, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 1 May 2017 to completion of the liquidations be fixed in the amount of $3,000,000.00, plus any applicable GST, and may be paid.” Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidator’s remuneration will be sought in the future. Resolution 2: (if pooling determination is not approved) "That the remuneration of the Liquidator of Forge Group Asset Management Pty Ltd, as set out in the Remuneration Approval Request Report dated 13 June 2017, for the period from 1 May 2017 to completion of the liquidation be fixed in the amount of $250,000.00, plus any applicable GST, and may be paid." Please note that the above is an estimate only. If costs exceed the estimate, creditors will be advised accordingly and further approval of the Liquidator’s remuneration will be sought in the future. 6 Remuneration recoverable from external sources The Liquidator has received external funding for remuneration from: The Liquidator has received external funding for remuneration from The Department of Employment – Fair Entitlements Guarantee. The funding was provided to offer assistance to cover unpaid employment entitlements to eligible employees in the sum of $14,480.00 (excl. GST). 7 Disbursements Disbursements are divided into three types: A, B1, B2.



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Advertising At cost

Couriers At cost









Postage At cost

Searches At cost



7.1 Disbursements paid from the liquidation to Ferrier Hodgson There have been no disbursements paid from the liquidation to Ferrier Hodgson to date. Future disbursements provided by Ferrier Hodgson will be charged to the liquidation on the same basis as the table in Part 7. 8 Report on progress of the liquidation The Remuneration Approval Request Report must be read in conjunction with the report to creditors dated 13 June 2017 which outlines the progress of the liquidation.

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9 Summary of receipts and payments A summary of receipts and payments for the period 18 March 2014 to 30 April 2017 is set out in the table below:

10 Queries If you require further information in respect of the above, or have other questions, please contact Brad Collins of this office. 11 Information available The partners of Ferrier Hodgson are members of ARITA. Ferrier Hodgson follows the 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 13th day of June 2017 Martin Jones Liquidator


$

Receipts

Fair Entitlements Guarantee (FEG) 781,348.83

Total receipts 781,348.83

Payments

FEG Scheme Payments – Employees & ATO 781,348.83

Total payments 781,348.83

Closing cash at bank -


Documents

“the Companies”) The Liquidator’s Report to Creditors dated3. Conduct of Liquidation since Previous Report 3.1. Liquidator’s acts and dealings to date Since the date of the