Minutes of meetings of creditors of Addcar Mining ... … · Addcar Highwall Mining Pty Ltd (Administrators Appointed) ACN 139 849 246 Addcar USA Interest Pty Ltd (Administrators

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Minutes of meetings of creditors of

Addcar Mining Solutions Pty Ltd (Administrators Appointed) ACN 127 633 694

Addcar Engineers Pty Ltd (Administrators Appointed) ACN 077 167 116

Addcar Holdings Pty Ltd (Administrators Appointed) ACN 110 563 758

Addcar Management Services Pty Ltd (Administrators Appointed) ACN 137 939 416

Addcar Contracting Services Pty Ltd (Administrators Appointed) ACN 603 120 716

Addcar Equipment Hire Pty Ltd (Administrators Appointed) ACN 603 121 615

Addcar Engineers Civil Services Division Pty Ltd (Administrators Appointed) ACN 118 214 172

Pipelion Manufacturing Pty Ltd (Administrators Appointed) ACN 139 846 745

Addcar Highwall Mining Pty Ltd (Administrators Appointed) ACN 139 849 246

Addcar USA Interest Pty Ltd (Administrators Appointed) ACN 633 757 712

(collectively, the Addcar Group, individually “the Company”)

Held virtually via teleconference and webcast only on 22 April 2020 at 3:00 PM

Present As per the attached register of attendees.

Opening of meeting The Chairperson called the meeting to order, and declared the meeting of

creditors of the Addcar Group open at 3:12 PM.

Chairperson Jonathan Henry, the Administrator, took the Chair pursuant to Insolvency

Practice Rules (Corporations) (IPR) 75-50.

Introductions The Chairperson introduced:

Chris Johnson, a Director at McGrathNicol assisting the Administrators; and

Louise Mann, a Senior Manager at McGrathNicol assisting the Administrators

and Minutes Secretary.

Representatives from Baker & McKenzie, the Administrators’ legal advisors.

Concurrent meetings As a consequence of the corporate structure of the Addcar Group and

interrelated business operations, the Chairperson proposed the meetings be held

concurrently and put this proposal to the meeting.

No attendees objected to the Chairperson’s proposal.

The Chairperson advised creditors that later in the meeting there would be a

formal vote on the concurrence of the meetings.

Quorum The Chairperson declared that a quorum was present for each of the companies

pursuant to IPR 75-105.

Attendance The Chairperson confirmed all creditors in attendance at the virtual meeting had

been noted in the Attendance Register which would be made available with the

minutes of the meeting on the Addcar McGrathNicol website.

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The Chairperson asked the creditors present on the teleconference to identify

themselves for the minutes. These attendees have been noted on the Attendance

registers which are attached at Annexure A.

The Chairperson noted that there were observers in attendance and asked the

meeting if there were any objections to the observers remaining.

There were no objections.

Voting The Chairperson advised the meeting:

of the requirements of IPR 75-85, 75-110 and 75-115 as they apply to voting

at the meeting;

under recent ASIC guidance surrounding the spread of COVID19, ASIC

supports the use of information technology to facilitate the holding of

‘virtual’ meetings;

under these temporary guidelines, voting on resolutions are required to be

conducted via a poll with a record maintained of how each creditor has

voted.

(Accordingly, poll results for the above resolutions is provided at Annexure B.)

The Chairperson then provided guidance to creditors regarding the particular

mechanisms available for voting at the meeting.

Time and place of meeting The Chairperson declared that in accordance with IPR 75-30, he was of the

opinion that the meeting has been validly convened at a date, time and place

most convenient for the majority of persons entitled to receive notice of the

meeting.

The Chairperson confirmed that while the technical meeting location was at

McGrathNicol, Level 12, 20 Martin Place, Sydney NSW 2000; given the recent

government guidance regarding the COVID-19 pandemic and social distancing

measures, the meetings would be held via teleconference or webcast.

Proofs of Debt and Proxies The Chairperson tabled the attached list of proxies and proofs of debt and

advised that the documents would be made available for inspection upon

request after the meeting.

No one present requested to inspect the documents.

Declaration of Independence,

Relevant Relationships and

Indemnities (DIRRI)

The Chairperson confirmed that the DIRRI dated 12 March 2020 was distributed

with the notice of the First meeting.

The Chairperson advised that an updated DIRRI was lodged with the Australian

Securities and Investments Commission on 2 April 2020, to reflect a funding

facility entered into on 26 March 2020 with Remagen Lend ADR Pty Ltd as

trustee of the Remagen Lend ADR Unit Trust (Remagen), which comprised two

tranches:

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Australian Voluntary Administration Funding line of $2 million (available to

the Administrators upon execution in accordance with agreed drawdown

procedures); and

Demobilisation and USA operations contingency funding line of $3 million.

The Chairperson noted that the DIRRI was available to view on the McGrathNicol

website.

Purpose of meeting The Chairperson advised the purpose of the meeting was to:

consider the Administrators’ Report to Creditors (Administrators’ Report)

that was circulated with the Notice of the Meeting;

consider and vote on the Addcar Group’s future;

consider and, if creditors considered it appropriate, approve the

remuneration of the administrators detailed in the report; and

consider any other business.

Section 439C of the Corporations Act provides that creditors at the meeting may

resolve:

that Addcar Highwall Mining Pty Ltd (Addcar Highwall Mining), Addcar

Equipment Services Pty Ltd (Addcar Equipment Hire) and Addcar

Contracting Services Pty Ltd (Addcar Contracting Services) (together

Proposed DOCA Companies) execute a deed of company arrangement

(DOCA);

that the administration should end and control of the Addcar Group should

be returned to the company directors; or

that the Addcar Group should be wound up.

The Chairperson noted that there was no DOCA proposed for the remaining

companies (non-DOCA Companies):

Addcar Mining Solutions Pty Ltd;

Addcar Engineers Pty Ltd;

Addcar Holdings Pty Ltd;

Addcar Management Services Pty Ltd;

Addcar Engineers Civil Services Division Pty Ltd;

Pipelion Manufacturing Pty Ltd; and

Addcar USA Interest Pty Ltd.

Voluntary Administrators’

Report to Creditors

The Chairperson tabled the Administrators’ Report and provided a brief

explanation.

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The Chairperson proceeded to provide the meeting with an overview of the

Administration process and details contained within the Administrators’ Report.

The Chairperson provided the meeting with details of:

the corporate structure and entities over which the Administrators had been

appointed;

a timeline of the key events leading to the Administrators’ appointment;

overview of the Administration, including key actions undertaken;

the Addcar Group’s financial performance, financial position and the reasons

for its failure;

the Administrators’ sale process;

the investigations conducted by the Administrators; and

the key terms of the proposed DOCA in relation to the Proposed DOCA

Companies. The Chairperson explained:

The DOCA would implement a pooled structure where all creditors

of Addcar Highwall Mining and Addcar Equipment Hire could claim

against a single source of funds advanced to and held in Addcar

Contracting Services, itself a dormant company.

The structure would allow Addcar Highwall Mining and Addcar

Equipment hire to emerge quickly from the DOCA and continue to

trade under the control of their directors. This would result in

continued employment for the majority of the Addcar Group’s

employees.

The DOCA Fund would be a minimum of $200K. It would comprise

contributions paid by Remagen (the DOCA Proponent) of $200k if

Addcar Highwall Mining is awarded a new contract by 31 December

2020, which has a term greater than 12 months and a second

contribution of $200,000 if Addcar Highwall Mining is awarded a

second new contract by 31 December 2020, which has a term

greater than 12 months (a maximum total of $400k). If no contracts

are entered into, the DOCA Proponent would pay a contribution of

$200k on or before 30 June 2021.

In addition to the DOCA Fund, Remagen’s offer included a $14m

credit bid, which had the effect of reducing the secured creditor’s

claims against each company within the Addcar Group (whether or

not the particular company was entering into a DOCA or

liquidation).

the estimated outcome per class of creditor in relation to the Proposed

DOCA Companies. The Chairperson set out that the DOCA Fund would allow

for payment of non-continuing employee entitlements, as well as a 3-7 cent

in the dollar return to unsecured creditors of Addcar Highwall Mining and

Addcar Equipment Hire.

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The Chairperson advised the meeting that immediately prior to the meeting,

there had been a meeting of employees of Addcar Highwall Mining in

accordance with section 444DA of the Act.

The Chairperson note this meeting was required because the DOCA proposed

that employees who continue to be employed in Addcar Highwall Mining would

not have their entitlements paid out through the DOCA, but would have their

entitlements treated as a liability of the ongoing company. This treatment

amended the operation of the Act in relation to priority employee entitlements.

The Chairperson confirmed that employees had passed a resolution at the

444DA meeting in favour of the treatment provided for in the Proposed DOCA.

Administrators’

recommendation

The Chairperson explained that the Administrators recommended creditors

resolve that each of the Proposed DOCA Companies be placed into DOCA.

The Chairperson advised that the reasons for this were that:

a majority of employees would continue to have employment;

the claims of non-continuing employees would be paid in full more quickly

than in a liquidation; and

the DOCA contribution of $200k- $400k provided a reasonably certain

outcome in comparison to a liquidation outcome predicated on successful

antecedent recovery actions which are inherently uncertain and costly.

The Chairperson then set out:

the indicative timeline of the proposed DOCA; and

an outline of the work to be undertaken in a DOCA.

The Chairperson confirmed that as there had been no DOCA put forward for the

Non-DOCA companies, the recommendation for those companies was for them

to be placed into liquidation.

The Chairperson then provided the meeting with an outline of the work to be

undertaken in a liquidation.

A copy of the presentation shown at the meetings is enclosed at Annexure C.

Questions The Chairperson opened the meeting for questions from the floor.

Brad Noble representing Noble Engineering Services asked if the non-continuing

employees had a claim against the DOCA fund, and if they did not, whether

there were additional funds available to unsecured creditors.

The Chairperson explained that non-continuing employees in Addcar Highwall

Mining (but not other entities) did have a claim against the DOCA Fund, and

that the DOCA Proponents had undertaken to pay non-continuing employees in

full.

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The Chairperson went on to clarify that the DOCA Fund of $200k - $400k was

did not include the amounts payable to employees and was provided for

unsecured creditors only.

Concurrent meetings The Chairperson reminded the meeting of the ASIC guidance surrounding the

spread of COVID19 and the polling requirements per recent guidance (as set out

earlier in these minutes) and then put the following resolution to the meeting:

“that the meetings of creditors of each of the Addcar Group companies, being:

Addcar Mining Solutions Pty Ltd

Addcar Engineers Pty Ltd

Addcar Holdings Pty Ltd

Addcar Management Services Pty Ltd

Addcar Contracting Services Pty Ltd

Addcar Equipment Hire Pty Ltd

Addcar Engineers Civil Services Division Pty Ltd

Pipelion Manufacturing Pty Ltd

Addcar Highwall Mining Pty Ltd

Addcar USA Interest Pty Ltd

(All Administrators Appointed)

be held concurrently”

Retrospective remuneration

of the Administrators for the

period 9 March 2020 to 9

April 2020

The Chairperson advised that remuneration approval for Addcar Highwall Mining,

Addcar Equipment Hire, Addcar Mining Solutions and Addcar Management

Services for the period 9 March 2020 to 3 April 2020 and for the period to the

later of the second creditors meeting or the execution of the DOCA had already

been approved by their Committees of Inspection on 14 April 2020.

The Chairperson put the following resolutions to the meetings:

“That the remuneration of the Voluntary Administrators of Addcar

Contracting Services Pty Ltd (Administrators Appointed) for the period 9

March 2020 to 9 April 2020, calculated at hourly rates as detailed in the

Initial Remuneration Notice dated 12 March 2020, is determined in the sum

of $7,459.50, exclusive of GST.”

“That the remuneration of the Voluntary Administrators of Addcar Engineers

Pty Ltd (Administrators Appointed) for the period 9 March 2020 to 9 April

2020, calculated at hourly rates as detailed in the Initial Remuneration

Notice dated 12 March 2020, is determined in the sum of $6,835.50,

exclusive of GST.”

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“That the remuneration of the Voluntary Administrators of Addcar Holdings

Pty Ltd (Administrators Appointed) for the period 9 March 2020 to 9 April

2020, calculated at hourly rates as detailed in the Initial Remuneration



“That the remuneration of the Voluntary Administrators of Addcar Engineers

Civil Services Division Pty Ltd (Administrators Appointed) for the period 9

March 2020 to 9 April 2020, calculated at hourly rates as detailed in the

Initial Remuneration Notice dated 12 March 2020, is determined in the sum


“That the remuneration of the Voluntary Administrators of Pipelion

Manufacturing Pty Ltd (Administrators Appointed) for the period 9 March

2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial

Remuneration Notice dated 12 March 2020, is determined in the sum of

$42,877.00, exclusive of GST.”

“That the remuneration of the Voluntary Administrators of Addcar USA

Interest Pty Ltd (Administrators Appointed) for the period 9 March 2020 to 9

April 2020, calculated at hourly rates as detailed in the Initial Remuneration



The Chairperson held a number of general proxies, and confirmed that he had

abstained from exercising these proxies in relation to the resolutions connected

to the Administrators’ fees.

The Chairperson also confirmed that any intercompany creditors would abstain

from voting.

Prospective remuneration of

the Administrators’ for the

period 10 April 2020 to the

second meeting or execution

of DOCA (if applicable)

The Chairperson put the following resolutions to the meetings:

“That the future remuneration of the Voluntary Administrators of Addcar

Contracting Services Pty Ltd (Administrators Appointed) from 10 April 2020

to the later of the Second Meeting of Creditors or the execution of a DOCA,

is determined at a sum equal to the cost of time spent by the Voluntary

Administrators and their partners and staff, calculated at the hourly rates as

detailed in the Initial Remuneration Notice dated 12 March 2020, up to a

capped amount of $17,036.50, exclusive of GST.”


Engineers Pty Ltd (Administrators Appointed) from 10 April 2020 to the

Second Meeting of Creditors is determined at a sum equal to the cost of

time spent by the Voluntary Administrators and their partners and staff,

calculated at the hourly rates as detailed in the Initial Remuneration Notice

dated 12 March 2020, up to a capped amount of $1,592.00, exclusive of

GST.”


Holdings Pty Ltd (Administrators Appointed) from 10 April 2020 to the




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GST.”


Engineering and Civil Services Division Pty Ltd (Administrators Appointed)

from 10 April 2020 to the Second Meeting of Creditors is determined at a

sum equal to the cost of time spent by the Voluntary Administrators and

their partners and staff, calculated at the hourly rates as detailed in the

Initial Remuneration Notice dated 12 March 2020, up to a capped amount


“That the future remuneration of the Voluntary Administrators of Pipelion

Manufacturing Pty Ltd (Administrators Appointed) from 10 April 2020 to the





GST.”


USA Interest Pty Ltd (Administrators Appointed) from 10 April 2020 to the





GST.”


abstained from exercising these proxies in relation to the resolutions connected

to the Administrators’ fees.


from voting.

Deed of Company

Arrangement

The Chairperson put the following resolutions to the meeting for each of the

following companies:

Addcar Highwall Mining



“That the Company Execute a Deed of Company Arrangement and Jonathan Henry,

Jason Preston and Jamie Harris be appointed Joint and Several Deed

Administrators.”


abstained from exercising these proxies in relation to the resolution.


from voting.

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Suspension of meeting The meetings were suspended whilst the creditors voted for the above

resolutions, and poll results were calculated.

Poll results for the resolutions is provided at Annexure B.

The Chairperson announced the poll results to the meeting and confirmed that

all resolutions put to the meeting were carried.

Estimated future Deed

Administrators’ remuneration

Once the Chairperson had confirmed that the DOCA resolutions had passed, he

put the following resolutions to the meeting:

“That the initial remuneration of the Deed Administrators of Addcar

Contracting Services Pty Ltd (to be Subject to Deed of Company

Arrangement), for the period of the DOCA, calculated at the hourly rates as

detailed in the Initial Remuneration Notice dated 12 March 2020, is

approved up to a capped amount of $75,016.00 exclusive of GST, and the

Deed Administrators may pay the remuneration as incurred on a monthly

basis or as otherwise determined by the Deed Administrators.”

“That the initial remuneration of the Deed Administrators of Addcar

Equipment Hire Pty Ltd (to be Subject to Deed of Company Arrangement),

for the period of the DOCA, calculated at the hourly rates as detailed in the

Initial Remuneration Notice dated 12 March 2020, is approved up to a

capped amount of $75,070.70 exclusive of GST, and the Deed Administrators

may pay the remuneration as incurred on a monthly basis or as otherwise

determined by the Deed Administrators.”

“That the initial remuneration of the Deed Administrators of Addcar Highwall

Mining Pty Ltd (to be Subject to Deed of Company Arrangement), for the

period of the DOCA, calculated at the hourly rates as detailed in the Initial

Remuneration Notice dated 12 March 2020, is approved up to a capped

amount of $75,016.00 exclusive of GST, and the Deed Administrators may

pay the remuneration as incurred on a monthly basis or as otherwise

determined by the Deed Administrators.”


abstained from exercising these proxies in relation to the above resolutions

connected with the Deed Administrator’s fees.


from voting.

Liquidation

For each of the following companies, the Chairperson put the following

resolution to the meeting:





Addcar ECSD Pty Ltd

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“That the Company be wound up and Jonathan Henry, Jason Preston and Jamie

Harris be appointed Joint and Several Liquidators.”


abstained from exercising his vote in relation to the resolution.


from voting.

Liquidators’ estimated future

remuneration

The Chairperson put the following resolutions to the meeting:

“That the future remuneration of the Liquidators of Addcar Mining

Solutions Pty Ltd (In Liquidation) for the period of the liquidation calculated

at the hourly rates as detailed in the Initial Remuneration Notice dated 12

March 2020, up to a capped amount of $50,047.50, exclusive of GST.”

That the future remuneration of the Liquidators of Addcar Engineers Pty Ltd

(In Liquidation) for the period of the Liquidation calculated at the hourly

rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up

to a capped amount of $12,000.00, exclusive of GST.

That the future remuneration of the Liquidators of Addcar Holdings Pty Ltd

(In Liquidation) for the period of the liquidation calculated at the hourly

rates as detailed in the Initial Remuneration Notice dated 12 March 2020,

up to a capped amount of $12,000.00, exclusive of GST.

That the future remuneration of the Liquidators of Addcar Management

Services Pty Ltd (to be In Liquidation) for the period of the liquidation



GST.

That the future remuneration of the Liquidators of Addcar Engineers Civil

Services Division Pty Ltd (In Liquidation) for the period of the liquidation



GST.

That the future remuneration of the Liquidators of Pipelion Manufacturing

Pty Ltd (In Liquidation) for the period of the liquidation calculated at the

hourly rates as detailed in the Initial Remuneration Notice dated 12 March

2020, up to a capped amount of $50,030.50, exclusive of GST.

That the future remuneration of the Liquidators of Addcar USA Interest Pty

Ltd (In Liquidation) for the period of the liquidation calculated at the hourly

rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up


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abstained from exercising these proxies in relation to the resolutions in

connection with the Liquidators’ fees.


from voting.

Internal disbursements The Chairperson noted that an external administrator of a company must not

directly or indirectly derive any profit or advantage from the external

administration of the company, unless the creditors, by resolution, agree

otherwise.

The Chairperson noted that details of internal disbursements that required

approval were included in the Remuneration Report provided with notice of the

meeting.

The Chairperson put the following resolution to the meeting with respect to

Addcar Mining Solutions Pty Ltd:

“That the future internal disbursements (that may have an element of profit or

advantage to a related party) of the Liquidators from the Second creditors

meeting to the finalisation of the Liquidation, calculated at the rates as detailed

in the Initial Remuneration Notice dated 12 March 2020, are approved up to a

capped amount of $6,000.00, exclusive of GST.”


abstained from exercising his vote in relation to the above resolution.


from voting.

Compromising debts The Chairperson then explained that certain powers of the Liquidators are

exercisable with the consent of the creditors.

The Chairperson then put the following resolution to the meeting:

“That so far as necessary for the beneficial winding up of the Company, the

Liquidators are hereby authorised pursuant to subsections 506(1A) and 477(2A) of

the Corporations Act 2001 to comprise any debts greater than the prescribed

amount (currently $100,000).”

For each of the below Companies:





Addcar ECSD Pty Ltd


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The Chairperson held a number of general proxies, and confirmed that he would

be voting for the resolution.

Ability to enter into

agreements


“That so far as necessary for the beneficial winding up of the Company, the

Liquidators are hereby authorised to enter any agreements on behalf of the

Company involving a term or obligations extending for more than three

months.”

For each of the below companies:





Addcar ECSD Pty Ltd





Early destruction of books

and records

The Chairperson explained that it was appropriate to apply for early destruction

of books and records of the entities subject to liquidation.


“That the books and records of the company may be destroyed following the

deregistration of the company, subject to the consent of the Australian Securities

& Investments Commission being obtained.”

For each of the below companies:





Addcar ECSD Pty Ltd



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Suspension of meeting The meetings were suspended whilst the creditors voted for the above

resolutions, and poll results were calculated.

Poll results for the resolutions is provided at Annexure B.

The Chairperson announced the poll results to the meeting and confirmed that

all resolutions put to the meeting were carried.

Committee of Inspection The Chairperson expressed that under Insolvency Practice Schedule

(Corporations) (IPS) 80-10, creditors may, by resolution, determine whether there

is to be a committee of inspection.

The Chairperson noted that the role of a committee of inspection is to:

advise and assist the external administrators about matters relating to the

external administration;

give directions to the external administrator; and

monitor the conduct of the external administration.

A committee of inspection may also:

request the external administrator give information, provide reports or

produce documents; and

obtain its own specialist advice or assistance.

The Chairperson communicated that under IPS 60-10, a committee of inspection

also has the power to approve remuneration.

The Chairperson recommended that committees of inspection not be formed.

Regarding the DOCA Companies, the Chairperson noted a committee would

likely not be required noting the operation of the DOCA as explained and the

acquisition of assets already agreed as part of the DOCA.

Regarding the Non-DOCA Companies, the Chairperson expressed that any future

liquidation work would involve investigations and liquidation style recoveries

which would likely not necessitate a Committee of Inspection. He went on to

confirm that the Liquidators would update creditors via various reports during

the course of the liquidations as necessary.

The Chairperson then invited creditors to express their views on whether a

committee of inspection should be formed.

No parties expressed an interest. The Chairperson confirmed there was no

interest from creditors in establishing Committees of Inspection and hence the

resolutions would not be put to the meeting.

Questions The Chairperson once again opened the floor to questions

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Peter Haynes representing Addcar Mining Solutions asked whether the non-

continuing employees to be paid in full referred to by the Chairperson were

those non-continuing employees of Addcar Highwall Mining only.

The Chairperson affirmed that this was correct.

Peter Bladeni representing Martogg asked about the timing of payment of

outstanding purchase orders.

The Chairperson advised that the Administrators expected all outstanding

purchase orders would be paid by the ongoing trading companies to the extent

that they related to the DOCA Companies. In relation to any purchase orders

connected to the Non-DOCA Companies, the Chairperson confirmed that these

would be paid by the Liquidators (former Administrators).

Closure There being no further questions, the Chairperson declared the meeting closed

at 4:52 PM.

Signed as a true and correct record.

_________________________________________________

Jonathan Henry

Chairperson

Meeting Attendance Register - CreditorsAddcar Management Services Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person

Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)

ABT Online Pty Ltd 1,491 1,491 -

Addcar Contracting Services Pty Ltd Y Louise Mann S 26,614 26,614 26,614.34 Electronic Attendance

Addcar Engineers Civil Services Division Pty Ltd Y Louise Mann S 35,654 35,654 35,653.54 Electronic Attendance

ADDCAR HOLDINGS PTY LIMITED Y Louise Mann S 10,500 10,500 10,500.00 Electronic Attendance

ADDCAR MINING SOLUTIONS PTY LTD Y Louise Mann S 30,144,196 30,144,196 30,144,195.97 Electronic Attendance

Applied Business Technology Pty Ltd 2,973 2,973 -

Assurex Escrow Pty Ltd 1,166 1,166 -

Avis Australia 226 226 -

Benjamin SALISBURY Peter Haynes S 63,642 63,642 63,641.57 Electronic Attendance

Brad WILLIAMS 69,931 69,931 -

Brett Norris THOMPSON Peter Haynes G 20,545 20,545 20,544.88 Electronic Attendance

CHIEF COMMISSIONER OF STATE REVENUE 16,528 16,528 -

Coal Services Pty Ltd 131 131 -

Colourworks 6,019 6,019 -

Conrad SMITH 20,081 20,081 -

Distributed Technology Sys P/L 2,534 2,534 -

Europcar Australia 2,200 2,200 -

Finook Industries Pty Ltd 99 99 -

FLIGHT CENTRE 10,305 10,305 -

Garry Brown Office Supplies 107 107 -

Helena DEAVES Peter Haynes G 38,554 38,554 38,553.92 Electronic Attendance

Holly Jo TAKAGAKI Peter Haynes G 1 1 1.00 Electronic Attendance

Humanomics Pty Ltd 1,001 1,001 -



Initial Hygiene 301 301 -

Jason SIMMONS 31,388 31,388 -

JWN Facilities Management 2,475 2,475 -

Katherine Louise O'NEILL 4,233 4,233 -

Kelvin John MORLEY Peter Haynes G 131,953 131,953 131,952.56 Electronic Attendance

Kerri Anne MOORE Peter Haynes G 14,905 14,905 14,905.38 Electronic Attendance

Kinnect 737 737 -

Kyle Mark RANKOVICH 66,710 66,710 -

Laycock Burke Castaldi Lawyers 526 526 -

Mark Anthony BLAKE 101,583 101,583 -

Mark ARMSTRONG Peter Haynes G 88,906 88,906 88,906.18 Electronic Attendance

Mark MAMONE 97,296 97,296 -

Mark SEWARD 74,548 74,548 -

Oceanic Coal Michelle Lawson G 570,603 570,603 570,603.34 Electronic Attendance

One Stop Medical 220 220 -

Owen Bruce STARR Peter Haynes G 80,483 80,483 80,483.04 Electronic Attendance

PinPoint Computer Services Chairperson S 8,497 8,497 8,497.39 Electronic Attendance

Pipelion Manufacturing Pty Ltd Y Louise Mann S 802,689 802,689 802,689.24 Electronic Attendance

PJS Plumbing 1,389 1,389 -

PKF (NS) Pty Ltd 5,209 5,209 -

Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954 14,972,954 14,972,954.00 Electronic Attendance

REMONDIS 756 756 -

Sai Global 655 655 -



Sapio Pty Ltd 1,152 1,152 -

SNP SECURITY 915 915 -

SWS Lawyers Pty Limited Chairperson G 36,685 36,685 36,684.83 Electronic Attendance

THE MOBILE SHREDDING COMPANY 198 198 -

Warwick HOLFORD Peter Haynes G 58,051 58,051 58,051.25 Electronic Attendance

Meeting Attendance Register - CreditorsAddcar Contracting Services Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 March 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person


Addcar Highwall Mining Pty Ltd Y Louise Mann S 30,100 30,100 30,100 Electronic Attendance

Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954 14,972,954 14,972,954 Electronic Attendance

Meeting Attendance Register - CreditorsAddcar Engineers Civil Services Division Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person


ADDCAR MINING SOLUTIONS PTY LTD Y Louise Mann S 42,036,739.56 42,036,739.56 42,036,739.56 Electronic Attendance

Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954.00 14,972,954.00 14,972,954.00 Electronic Attendance

Meeting Attendance Register - CreditorsAddcar Engineers Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person



Meeting Attendance Register - CreditorsAddcar Equipment Hire Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person


1 MAINTENANCE + SUPPLY Anastasios Milios G 251,988.11 251,988.11 251,988.11 Electronic Attendance

ABB AUSTRALIA PTY LTD 18,661.28 18,661.28 -

Addcar Engineers Civil Services Division Pty Ltd Y Louise Mann S 41,740,023.78 41,740,023.78 41,740,023.78 Electronic Attendance

Addcar Management Services Pty Ltd Y Louise Mann S 879,386.36 879,386.36 879,386.36 Electronic Attendance


ADS AUSTRALIAN DRILLING SYSTEM 118,009.00 118,009.00 -

AE GROUP CIVIL & MINING 48,612.43 48,612.43 -

Aggreko Generator Rentals Prue Greenfield S 466,887.95 466,887.95 466,887.95 Electronic Attendance

ALL Torque Transmissions Asia 4,519.00 4,519.00 -

ALSTRA ELECTRICAL WHOLESALERS 3,109.00 3,109.00 -

Ampcontrol QLD Pty Ltd 23,598.98 23,598.98 -

AMPCONTROL SERVICE NSW P/L 99,083.49 99,083.49 -

ANDROCK ENGINEERING & MINING 169,399.37 169,399.37 -

APM Engineering 2,090.00 2,090.00 -

AUSPROOF PTY LTD Aston Marks S 31,281.80 31,281.80 31,281.80 Electronic Attendance

AUSTINS MAINTENANCE PTY LTD 3,203.09 3,203.09 -

Automated Control PTY LTD Leanne Rankin G 19,583.81 19,583.81 19,583.81 Electronic Attendance

BDS MECHANICAL REPAIRS P/L 185.00 185.00 -

Bearing Dynamics Pty Ltd 26,358.00 26,358.00 -

Berendsen Fluid Power 7,897.84 7,897.84 -

BIC LOGISTICS 47.00 47.00 -

Bis Industries Limited

Thomas Howes / Steve

Simpson G 9,129.60 9,129.60 9,129.60 Electronic Attendance

BJF Services Pty Ltd 26,747.60 26,747.60 -



BOC Limited 722.00 722.00 -

Bosch Rexroth Pty Ltd Lisa Stokes G 44,884.40 44,884.40 44,884.40 Did not attend

Cal Pacific Pty Ltd 763.00 763.00 -

Callcorr Equipment Hire Pty Ltd 5,582.50 5,582.50 -

CALLCORR PTY LTD 61,649.56 61,649.56 -

CALLIDE MANUFACTURING COMPANY 37,270.62 37,270.62 -

Cetnaj Warners Bay 144.10 144.10 -

Cincinnati Mine Australia Pty Ltd Jason Simmons S 23,228.27 23,228.27 23,228.27 Electronic Attendance

CNW Pty Ltd, Rutherford 2,262.00 2,262.00 -

COAST TO COAL REFRIGERATION 944.00 944.00 -

COLTERLEC PTY LTD 1,000.24 1,000.24 -

COMLEK GROUP PTL LTD 4,950.00 4,950.00 -

Conceptum Logistics $AUD 2,752.00 2,752.00 -

Conceptum Logistics $USD 2,004.00 2,004.00 -

COREFLEET Karl Staley S 91,149.70 91,149.70 91,149.70 Did not attend

CPI CONTROL PRODUCTS INC 383.00 383.00 -

Custom Toolmaking Pty Ltd Chairperson G 19,364.40 19,364.40 19,364.40 Electronic Attendance

DOWDENS PUMPING Chairperson G 1,501.50 1,501.50 1,501.50 Electronic Attendance

DYNATECT MANUFACTURING INC 30,598.00 30,598.00 -

Eaton Electrical (Australia) 2,400.09 2,400.09 -

Eaton Hydraulics Group 6,491.00 6,491.00 -

Echo Vehicle Leasing & Sales 3,960.00 3,960.00 -

ELITE HYDRAULICS 2,213.29 2,213.29 -



Fenner Dunlop Australia P/L 30,178.00 30,178.00 -

FIRE & SAFTEY INDUSTRIES P/L 675.24 675.24 -

G.L McGavin Pty Ltd (D&N) 429.00 429.00 -

GASTECH AUSTRALIA 209.00 209.00 -

GVS RELIABILITY PRODUCTS P/L 1,177.00 1,177.00 -

HANDS ENGINEERING PTY LTD 10,842.00 10,842.00 -

HASTINGS DEERING 913.00 913.00 -

HITACHI MACHINERY COMPANY 527.00 527.00 -

Hunter Engineering Sales 10,973.39 10,973.39 -

Hyden Engineering Pty Ltd 1,791.00 1,791.00 -

Hydraulic Controls Pty Ltd 8,521.00 8,521.00 -

INDT PTY LTD 3,217.50 3,217.50 -

J.A Engineering Australia P/L 20,262.00 20,262.00 -

Jackson Haulage Pty Ltd 67,111.00 67,111.00 -

Jarvie Engineering Pty Ltd 1,079.00 1,079.00 -

Joy Global(AUS)Surface PTY LTD 1,749.00 1,749.00 -

K&R HYDRAULICS PTY LTD 27,773.16 27,773.16 -

KABLEX PTY LTD Aston Marks S 123,335.30 123,335.30 123,335.30 Electronic Attendance

Kennametal Australia Pty Ltd 2,101.00 2,101.00 -

KINDER AUSTRALIA PTY LTD 396.00 396.00 -

L&H GROUP T/A AUSLEC BILOELA 13,252.00 13,252.00 -

L&H MORANBAH 1,341.00 1,341.00 -

LEE CRANE HIRE P/L 21,327.00 21,327.00 -



LUBRICATION ENGINEERS 11,676.50 11,676.50 -

M.I. SCAFFOLD SERVICES PTY LTD 347.00 347.00 -

Mackay Harbour Engineering Pty. Ltd. 51,613.10 51,613.10 -

MADER QUEENSLAND PTY LTD 7,565.00 7,565.00 -

MAE AUSTRALIA PTY LTD 1,953.00 1,953.00 -

MATILDA EQUIPMENT PTY LTD Tracy Hong G 404,578.00 404,578.00 404,578.00 Electronic Attendance

Mato Australia Pty Ltd 5,024.36 5,024.36 -

Meadow Industries 29,002.60 29,002.60 -

MOBILE HOSEFIXERS CQ P/L Chairperson G 12,492.95 12,492.95 12,492.95 Electronic Attendance

MOOG AUSTRALIA PTY LTD 13,609.00 13,609.00 -

MOURA TYRE CENTRE 688.00 688.00 -

MRA ENGINEERING PTY LTD 4,204.00 4,204.00 -

NAUTITECH MINING SYSTEMS P/L 11,352.00 11,352.00 -

Nepean Conveyors (NSW) Pty Ltd 18,836.40 18,836.40 -

NHP ELECTRICAL ENGINEERING 19,181.23 19,181.23 -

Nth Qld Independant Fuel Serv. 16,084.00 16,084.00 -

OVESCO PTY LIMITED 270.74 270.74 -

PBE Rutherford Mining Pty Ltd 414.00 414.00 -

Pempek Systems Pty Ltd 528.00 528.00 -

Pirtek Biloela 48,100.00 48,100.00 -

Pirtek Newcastle Operations 41.00 41.00 -

PORT HUNTER CONVEYORS PTY LIMITED 4,083.75 4,083.75 -



Power Control Engineers P/L 2,178.00 2,178.00 -

REEL TECH PTY LTD - - -

Reliable Conveyor Belt Pty Ltd 751.00 751.00 -


Renteca 9,886.80 9,886.80 -

Rexroth Bosch Group 44,884.00 44,884.00 -

SARINA CRANE HIRE PTY LTD Chairperson S 26,941.20 26,941.20 26,941.20 Electronic Attendance

SEW EURODRIVE PTY LTD 1,630.00 1,630.00 -

Sick Pty Ltd 218.00 218.00 -

SJ Welding Pty Ltd 5,632.00 5,632.00 -

SKILLPRO SERVICES 5,418.00 5,418.00 -

SKYREACH PTY LTD 17,791.69 17,791.69 -

SPECIAL TRANSFORMERS 4,920.30 4,920.30 -

Speciality Fasteners Pty Ltd 717.00 717.00 -

Sulzer Australia Pty Ltd 98,272.08 98,272.08 -

Survey & Instrument Specialist 154.00 154.00 -

T & C Excavations (Qld) Pty Lt 6,331.00 6,331.00 -

TNT Couriers 132.00 132.00 -

Trident Plastic Engineering Pt 14,410.00 14,410.00 -

Tweed Lineboring & Field 15,448.13 15,448.13 -

TYRETANIC TYRES 2,495.00 2,495.00 -

UGM ENGINEERS DIESEL SERVICES

Thomas Howes / Steve

Simpson G 563,360.00 563,360.00 563,360.00 Electronic Attendance

WEARPRO 8,091.60 8,091.60 -

WESTERMO DATA COMMUNICATIONS 5,134.80 5,134.80 -

Meeting Attendance Register - CreditorsAddcar Holdings Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person


Remagen Capital Management Pty Ltd Corrs Chambers Westgrath S 14,972,954.00 14,972,954.00 14,972,954.00 Electronic Attendance


Australian Taxation Office Douglas Smith G - 1,763,600.00 1,763,600.00 Electronic Attendance

Meeting Attendance Register - CreditorsAddcar Highwall Mining Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person


Aaron Edward FONG Chairperson G 20,730.81 20,730.81 20,730.81 Electronic Attendance

Addcar Engineers Civil Services Division Pty Ltd Y Louise Mann S 3,255,645.71 3,255,645.71 3,255,645.71 Electronic Attendance

Addcar Equipment Hire Pty Ltd Y Louise Mann S 6,321,479.58 6,321,479.58 6,321,479.58 Electronic Attendance

Addcar Management Services Pty Ltd Y Louise Mann S 2,299,996.00 2,299,996.00 2,299,996.00 Electronic Attendance

Adrian Peter GUISTELLI 3,187.50 3,187.50 -

Allan Roy KADEL Peter Haynes G 4,500.00 4,500.00 4,500.00 Electronic Attendance

ALLSHELTER 7,552.00 7,552.00 -

Ampcontrol QLD Pty Ltd 2,414.50 2,414.50 -

Andrew Michael OSTROFSKI Chairperson G 35,829.56 35,829.56 35,829.56 Electronic Attendance

APPLIED MINING TECHNOLOGIES 160,586.60 160,586.60 -

ATLAS COPCO RENTAL 127,384.00 127,384.00 -

ATOM 24,939.00 24,939.00 -

Australian Taxation Office Douglas Smith G 523,509.25 523,509.25 523,509.25 Electronic Attendance

Beau Hamilton LOCKHARD 5,370.00 5,370.00 -

BOC LIMITED 78.00 78.00 -

Brett REDDISH Peter Haynes G 90,293.74 90,293.74 90,293.74 Electronic Attendance

Brimstone Mining & Engineering Pty Ltd 20,453.00 20,453.00 -

Bryce Todd CAMPBELL 4,312.50 4,312.50 -

BUNZL BRANDS + OPERATIONS P/L 9,179.00 9,179.00 -

Cheyne Dylan KUPFER 12,112.50 12,112.50 -

Christopher Leigh NOBLE 28,887.83 28,887.83 -

Clayton LANGFORD 35,373.95 35,373.95 -

COREGAS PTY LTD 2,659.00 2,659.00 -



CQ AUTOGLASS &AIR-CONDITIONING 3,005.00 3,005.00 -

DAM Trading Pty Ltd 26,744.00 26,744.00 -

Daniel Ian BLYTON Chairperson G 36,363.74 36,363.74 36,363.74 Electronic Attendance

Daniel Kevin MAUGER 600.00 600.00 -

Daniel Robert BUGG 21,523.15 21,523.15 -

Danyal Robert LOTE 38,191.56 38,191.56 -

Derek Ross ROUNTREE 23,255.63 23,255.63 -

Dowdens Pumping & Water Treatment Chairperson G 762.30 762.30 762.30 Electronic Attendance

Dylan Edward David SPENCER 14,685.00 14,685.00 -

Dylan Wakeland BUGG 40,891.19 40,891.19 -

EFEX Technology 1,919.00 1,919.00 -

Ergon Energy Queensland Pty Ltd 1,799.28 1,799.28 -

FCBT Direct Newcastle 10,305.00 10,305.00 -

George Francis FITZPATRICK - - -

Get Real Workwear & Safety 13,011.57 13,011.57 -

Glen Dwayne PHILLIPS 2,625.00 2,625.00 -

Graham Charles WALTON 35,791.16 35,791.16 -

Gregory Wayne MCDONALD 2,437.50 2,437.50 -

Hayden Taylor BADDOCK 52,410.00 52,410.00 -

Ian Keith SHORTER 14,782.50 14,782.50 -

J Blackwood (Mackay) 1,505.00 1,505.00 -

J BLACKWOODS & SONS 3,018.00 3,018.00 -

Jacob Noel ROBINSON 2,610.00 2,610.00 -



Jared Wade SEMPLE 23,857.65 23,857.65 -

Jarrod Alexander NING 11,692.50 11,692.50 -

Jason Anthony MULLIGAN 2,805.00 2,805.00 -

Jet Engineering Tony Hutchinson G 205,945.16 205,945.16 205,945.16 Electronic Attendance

Joel MANSFIELD 1,312.50 1,312.50 -

John Donald KEMP 28,715.21 28,715.21 -

Jonathan Osano ARCEGA 3,585.00 3,585.00 -

Jordan James ROUTLEDGE 8,235.00 8,235.00 -

Justin Shay POKARIER Peter Haynes G 39,160.17 39,160.17 39,160.17 Electronic Attendance

Kane Michael BUGG Chairperson G 56,331.00 56,331.00 56,331.00 Electronic Attendance

Kinder Australia Pty Ltd 10,668.68 10,668.68 -

Lampson (Australia) Pty Ltd 71,638.00 71,638.00 -

Lewis Charles DAVIS 5,760.00 5,760.00 -

Liam Brett KELHEAR Chairperson G 13,402.50 13,402.50 13,402.50 Electronic Attendance

Luigi LAVIA Chairperson G 62,204.82 62,204.82 62,204.82 Electronic Attendance

Lyndon Peter TAPIOLAS Chairperson G 13,590.00 13,590.00 13,590.00 Electronic Attendance

M&P Services (Qld) Pty Ltd 18,247.49 18,247.49 -

MACKAY STICKERS AND SIGNS 473.00 473.00 -

MAPTEK PTY LYD 8,008.00 8,008.00 -

Matthew John SMITH 41,685.82 41,685.82 -

Michael Hermanus M MOSK Peter Haynes G 39,843.56 39,843.56 39,843.56 Electronic Attendance

MJB CLEANING & LAWN SERVICES 1,718.75 1,718.75 -

Montgomery BONNEY 3,750.00 3,750.00 -



MOURA MITRE 10 8,791.00 8,791.00 -

Nathan Paul EVERINGHAM Chairperson G 13,050.00 13,050.00 13,050.00 Electronic Attendance

Neal Warren MARTIN 13,680.00 13,680.00 -

NEWCASTLE WORKWEAR SPECIALISTS 146.00 146.00 -

Nigel David SPRY Chairperson G 23,071.99 23,071.99 23,071.99 Electronic Attendance

Nigel James BOSTON 13,057.50 13,057.50 -

NOBLE ENGINEERING SERVICES P/L Brad Noble S 7,835.00 7,835.00 7,835.00 Electronic Attendance

ORACLE INDUSTRIES PTY LTD Brad Larlombe G 163,964.00 163,964.00 163,964.00 Electronic Attendance

Patrick STARRETT 2,812.50 2,812.50 -

Paul Andrew FENLON Peter Haynes G 23,221.13 23,221.13 23,221.13 Electronic Attendance

Paul Anthony REDDISH Chairperson G 25,723.31 25,723.31 25,723.31 Electronic Attendance

Peter James DAVOREN Chairperson G 12,810.00 12,810.00 12,810.00 Electronic Attendance

PinPoint Computer Services 8,497.39 8,497.39 -

Pipelion Manufacturing Pty Ltd Y Louise Mann S 59,615.00 59,615.00 59,615.00 Electronic Attendance

Pipelion Pty Ltd 1.00 1.00 -

PIRTEK MACKAY 5,305.59 5,305.59 -

Regan Charles DIEHM Peter Haynes G 73,313.12 73,313.12 73,313.12 Electronic Attendance

Remagen Corrs Chambers Westgrath S 14,972,953.63 14,972,953.63 14,972,953.63 Electronic Attendance

Ross Edward WILSON Peter Haynes G 34,723.13 34,723.13 34,723.13 Electronic Attendance

Russell Gregory POLLARD Peter Haynes G 12,547.50 12,547.50 12,547.50 Electronic Attendance

Sandal Welding Pty Ltd 1,254.00 1,254.00 -

SARINA CRANE HIRE PTY LTD 26,941.00 26,941.00 -

Shane Martin WHITLEY 11,287.50 11,287.50 -



Shaun Michael ETHERIDGE Chairperson G 48,176.63 48,176.63 48,176.63 Electronic Attendance

Sign Shop 39.00 39.00 -

Simon David MEYER Peter Haynes G 35,969.10 35,969.10 35,969.10 Electronic Attendance

Stephen FROST Peter Haynes G 13,410.00 13,410.00 13,410.00 Electronic Attendance

Stephen William MOODY 3,367.50 3,367.50 -

Steven Barry JONES 15,518.79 15,518.79 -

Strata2 Pty Ltd 12,158.00 12,158.00 -

SWS Lawyers Pty Limited Chairperson G 10,307.00 10,307.00 10,307.00 Electronic Attendance

Thomas Matthew LAMB Chairperson G 34,632.04 34,632.04 34,632.04 Electronic Attendance

Thomas Nicholas SYLVESTER 2,437.50 2,437.50 -

Timothy WATSON 4,920.00 4,920.00 -

Toll Express 5,111.00 5,111.00 -

Trevor John RITCHIE 2,625.00 2,625.00 -

UNITED FASTENERS 612.00 612.00 -

Wade Edward GRIFFITHS Chairperson G 11,115.00 11,115.00 11,115.00 Electronic Attendance

William Andrew HILL Chairperson G 12,472.50 12,472.50 12,472.50 Electronic Attendance

Meeting Attendance Register - CreditorsAddcar Mining Solutions Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person


Addcar Highwall Mining Pty Ltd Y Louise Mann S 11,402,472.38 11,402,472.38 11,402,472.38 Electronic attendance

Alex Elder Peter Haynes S 198,715.02 198,715.02 198,715.02 Electronic attendance

All torque Transmissions A'sia Pty. Ltd 4,518.80 4,518.80 -

Australian Taxation Office Douglas Smith G - 1,763,600.00 1,763,600.00 Electronic attendance

CHIEF COMMISSIONER OF STATE REVENUE 19,120.79 19,120.79 -

Grant Case Peter Haynes S 227,796.62 227,796.62 227,796.62 Electronic attendance

Mark Carroll 185,337.07 185,337.07 -

Paul Brooker 66,355.22 66,355.22 -

Paul Valaire Peter Haynes S 243,552.52 243,552.52 243,552.52 Electronic attendance

Peter Haynes 171,928.47 171,928.47 171,928.47 Electronic attendance

PJS Plumbing 1,388.54 1,388.54 -

Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954.00 14,972,954.00 14,972,954.00 Electronic attendance

The Trustee for JS Engineering 92,400.00 92,400.00 -

Meeting Attendance Register - CreditorsPipelion Manufacturing Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person


Addcar Equipment Hire Pty Ltd Y Louise Mann S 157,269 157,269 157,269 Electronic Attendance

ADDCAR MINING SOLUTIONS PTY LTD Y Louise Mann S 2,880,642 2,880,642 2,880,641.66 Electronic Attendance

ADEPT ENGINEERING AUSTRALIA 253 253 -

Adept Inspection & Training S 253 253 253.00 Electronic Attendance

Alalal Pty Ltd Peter Haynes S 26,494 26,494 26,494.00 Electronic Attendance

Baker & Farrow Pty Ltd Chairperson G 196 196 196 Electronic Attendance

Bolts & Industrial Supplies 129 129 -

Bryan John EDWARDS - - -

CHIEF COMMISSIONER OF STATE REVENUE 7,063 7,063 -

COATES HIRE 974 974 -

Department of Planning, 484 484 -

Gentrade Peter Bladeni G 1 1 1.00 Electronic Attendance

GreenStorm Solutions 2,325 2,325 -

INDUSTRIAL GASKETS & SEALANTS Warwick Holford G 97 97 97.00 Electronic Attendance

INFORM PLASTICS Warwick Holford / Peter Hayne S 1,902 1,902 1,901.68 Electronic Attendance

IWR LIFTING (NEWCASTLE) 248 248 -

J Blackwood & Son Ltd 29 29 -

John BATES - - -

JS Engineering 47,520 47,520 -

Kurt THOMPSON - - -

LAKE MACQUARIE FORKLIFT SERVIC 1,788 1,788 -

Liam Grant CASE - - -

MAI WEL 4,807 4,807 -

MARTOGG AND COMPANY Peter Bladeni G 43,900 43,900 43,900.00 Electronic Attendance

MATTHEWS AUSTRALIASIA PTY LTD 3,313 3,313 -

MAXWELL RECRUITMENT & TRAINING Chairperson G 5,260 5,260 5,259.97 Electronic Attendance

Meeting Attendance Register - CreditorsPipelion Manufacturing Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person


Peter Michael HARRIS 2,619 2,619 -

Pipelion Pty Ltd Peter Haynes S 280,500 280,500 280,500.00 Electronic Attendance

Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954 14,972,954 14,972,954.00 Electronic Attendance

SIGNODE AUSTRALIA 602 602 -

SPECIALTY FASTENERS PTY LTD 10 10 -

UGM Diesel Services Pty Ltd Thomas Howes / Steve Simpson G 4,925 4,925 4,925.00 Electronic Attendance

West Tankers PTY LTD 714 714 -

WURTH AUSTRALIA PTY LTD 260 260 -

Meeting Attendance Register - CreditorsAddcar USA Interest Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person


Addcar Management Services Pty Ltd Y Louise Mann S 742,167 742,167 742,167 Electronic Attendance

Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954 14,972,954 14,972,954 Electronic Attendance

Meeting Attendance Register - ObserversThe Addcar GroupSecond Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryCompany in Administration Name of Observer Signature of Person Attending

Addcar Equipment Hire Pty Ltd Frank Lantry Electronic attendance

Addcar Equipment Hire Pty Ltd Jeanne Lubbe Electronic attendance

Addcar Equipment Hire Pty Ltd Nick Milios Electronic attendance

Addcar Equipment Hire Pty Ltd Paul Gear Electronic attendance

Addcar Equipment Hire Pty Ltd Penny Young Electronic attendance

Addcar Equipment Hire Pty Ltd Richard Saltmarsh Electronic attendance

Addcar Highwall Mining Pty Ltd Daniel Blyton Electronic attendance

Addcar Highwall Mining Pty Ltd Joel Mansfield Electronic attendance

Addcar Highwall Mining Pty Ltd Lyndon Tapiolas Electronic attendance

Addcar Highwall Mining Pty Ltd Paul Fenlon Electronic attendance

Addcar Highwall Mining Pty Ltd Shaun Etheridge Electronic attendance

Addcar Highwall Mining Pty Ltd Vanessa Smith Electronic attendance

Addcar Highwall Mining Pty Lyd Justin Pokarier Electronic attendance

Addcar Holdings Pty Ltd Tean Kerr Electronic attendance

Addcar Management Services Pty Ltd Brad Williams Electronic attendance

Addcar Management Services Pty Ltd Conrad Smith Electronic attendance

Addcar Management Services Pty Ltd Holly Takagaki Electronic attendance

Addcar Management Services Pty Ltd Kerri Moore Electronic attendance

Meeting Attendance Register - ObserversThe Addcar GroupSecond Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryCompany in Administration Name of Observer Signature of Person Attending

Addcar Management Services Pty Ltd Mark Mamone Electronic attendance

Addcar Management Services Pty Ltd Owen Starr Electronic attendance

Addcar Mining Services Pty Ltd Paul Brooker Electronic attendance

Addcar Mining Solutions Pty Ltd Peter Haynes Electronic attendance

Addcar Mining Solutions Pty Ltd Sarah Williams-Hart Electronic attendance

Addcar Mining Solutions Pty Ltd Kelvin Morely Electronic attendance

Addcar Mining Solutions Pty Limited ACN 127 633 694

Addcar Engineers Pty Limited ACN 077 167 116

Addcar Holdings Pty Limited ACN 110 563 758

Addcar Management Services Pty Ltd ACN 137 939 416

Addcar Contracting Services Pty Ltd ACN 603 120 716

Addcar Equipment Hire Pty Ltd ACN 603 121 615

Addcar Engineers Civil Services Division Pty Ltd ACN 118 214 172

Pipelion Manufacturing Pty Ltd ACN 139 846 745

Addcar Highwall Mining Pty Ltd ACN 139 849 246

Addcar USA Interest Pty Limited ACN 633 757 712


(collectively, “the Addcar Group” or individually “the Company”)

Resolution Outcomes

4 May 2020

1

Contents

Introduction ...................................................................................................................................................................................................................... 2

Resolution Outcomes ................................................................................................................................................................................................... 3

Addcar Contracting Services Pty Ltd (Administrators Appointed) ........................................................................................................ 3

Addcar Equipment Hire Pty Ltd (Administrators Appointed) .................................................................................................................. 5

Addcar Highwall Mining Pty Ltd (Administrators Appointed) ................................................................................................................. 6

Addcar Mining Solutions Pty Ltd (Administrators Appointed) ................................................................................................................ 7

Addcar Engineers Pty Ltd (Administrators Appointed) ............................................................................................................................ 10

Addcar Holdings Pty Ltd (Administrators Appointed) .............................................................................................................................. 13

Addcar Management Services Pty Ltd (Administrators Appointed) .................................................................................................. 16

Addcar Engineers Civil Services Division Pty Ltd (Administrators Appointed) ............................................................................. 18

Pipelion Manufacturing Pty Ltd (Administrators Appointed) ................................................................................................................ 21

Addcar USA Interest Pty Ltd (Administrators Appointed) ...................................................................................................................... 24

2

Introduction

As you are aware, on 22 April 2020 at 3.00pm, the Addcar Group held its Second Meeting of Creditors.

Under guidance from Australian Securities and Investments Commission and ARITA (the Insolvency industry

governing body) all resolutions at the meeting were required to be held as a poll rather than passed “on the voices”.

The purpose of this document is to provide creditors with details regarding the outcome of the voting during the

course of the meeting.

3

Resolution Outcomes

Addcar Contracting Services Pty Ltd (Administrators Appointed)

1. Meetings to be held concurrently

That the meeting of creditors of the Company be held concurrently.

Record of votes based on a poll:

Vote Number of votes Value of votes

In Favour 2 15,003,054

Against - -

Abstaining - -

The chairperson therefore declared the resolution carried.

2. Remuneration from 9 March 2020 to 9 April 2020

That the remuneration of the Voluntary Administrators of Addcar Contracting Services Pty Ltd (Administrators

Appointed) for the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial

Remuneration Notice dated 12 March 2020, is determined in the sum of $7,459.50, exclusive of GST.



In Favour 1 14,972,954

Against - -

Abstaining 1 30,100


3. Remuneration from 10 April 2020 to second meeting or DOCA

That the future remuneration of the Voluntary Administrators of Addcar Contracting Services Pty Ltd

(Administrators Appointed) from 10 April 2020 to the later of the Second Meeting of Creditors or the execution of

a DOCA, is determined at a sum equal to the cost of time spent by the Voluntary Administrators and their

partners and staff, calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March

2020, up to a capped amount of $17,036.50, exclusive of GST

4



In Favour 1 14,972,954

Against - -

Abstaining 1 30,100


4. Deed of Company Arrangement

That the Company Execute a Deed of Company Arrangement and Jonathan Henry, Jason Preston and Jamie Harris

be appointed Joint and Several Deed Administrators.



In Favour 1 14,972,954

Against - -

Abstaining 1 30,100


5. Prospective DOCA remuneration

That the initial remuneration of the Deed Administrators of Addcar Contracting Services Pty Ltd (to be Subject to

Deed of Company Arrangement), for the period of the DOCA, calculated at the hourly rates as detailed in the Initial

Remuneration Notice dated 12 March 2020, is approved up to a capped amount of $75,016.00 exclusive of GST,

and the Deed Administrators may pay the remuneration as incurred on a monthly basis or as otherwise determined

by the Deed Administrators.



In Favour 1 14,972,954

Against - -

Abstaining 1 30,100


5

Addcar Equipment Hire Pty Ltd (Administrators Appointed)





In Favour 10 60,099,005

Against - -

Abstaining 2 558,038







In Favour 6 15,197,324

Against 1 251,988

Abstaining 5 45,207,730



That the initial remuneration of the Deed Administrators of Addcar Equipment Hire Pty Ltd (to be Subject to Deed

of Company Arrangement), for the period of the DOCA, calculated at the hourly rates as detailed in the Initial


and the Deed Administrators may pay the remuneration as incurred on a monthly basis or as otherwise

determined by the Deed Administrators.



In Favour 5 15,824,373

Against 1 23,228



6

Addcar Highwall Mining Pty Ltd (Administrators Appointed)





In Favour 19 28,177,925

Against - -

Abstaining - -







In Favour 14 15,717,679

Against 1 523,509




That the initial remuneration of the Deed Administrators of Addcar Highwall Mining Pty Ltd (to be Subject to Deed

of Company Arrangement), for the period of the DOCA, calculated at the hourly rates as detailed in the Initial


and the Deed Administrators may pay the remuneration as incurred on a monthly basis or as otherwise determined

by the Deed Administrators.



In Favour 14 15,717,679

Against - -



7

Addcar Mining Solutions Pty Ltd (Administrators Appointed)





In Favour 6 28,809,091

Against - -

Abstaining - -


2. Appointment of liquidators

That the Company be wound up and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and

Several Liquidators.



In Favour 5 17,406,618

Against - -



3. Prospective liquidation remuneration

That the future remuneration of the Liquidators of Addcar Mining Solutions Pty Ltd (to be In Liquidation) for the

period of the liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March




In Favour 4 15,643,018

Against - -



8

4. Liquidators prospective internal disbursements

“That the future internal disbursements (that may have an element of profit or advantage to a related party) of

the Liquidators from the Second creditors meeting to the finalisation of the Liquidation, calculated at the rates as

detailed in the Initial Remuneration Notice dated 12 March 2020, are approved up to a capped amount of

$6,000.00, exclusive of GST.”



In Favour 4 15,643,018

Against - -



5. Liquidators ability to compromise debts

That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised

pursuant to subsections 506(1A) and 477(2A) of the Corporations Act 2001 to comprise any debts greater than the

prescribed amount (currently $100,000).



In Favour 5 27,045,491

Against - -



6. Liquidators ability to enter into agreements

That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised to

enter any agreements on behalf of the Company involving a term or obligations extending for more than three

months.



In Favour 5 27,045,491

Against - -



9

7. Destruction of books and records

That the books and records of the company may be destroyed following the deregistration of the company,

subject to the consent of the Australian Securities & Investments Commission being obtained.



In Favour 5 27,045,491

Against - -



10

Addcar Engineers Pty Ltd (Administrators Appointed)





In Favour 1 14,972,954

Against - -

Abstaining - -



That the remuneration of the Voluntary Administrators of Addcar Engineers Pty Ltd (Administrators Appointed) for

the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial Remuneration Notice

dated 12 March 2020, is determined in the sum of $6,835.50, exclusive of GST.



In Favour 1 14,972,954

Against - -

Abstaining - -


3. Remuneration from 10 April 2020 to second meeting

That the future remuneration of the Voluntary Administrators of Addcar Engineers Pty Ltd (Administrators

Appointed) from 10 April 2020 to the Second Meeting of Creditors is determined at a sum equal to the cost of

time spent by the Voluntary Administrators and their partners and staff, calculated at the hourly rates as detailed

in the Initial Remuneration Notice dated 12 March 2020, up to a capped amount of $1,592.00, exclusive of GST.



In Favour 1 14,972,954

Against - -

Abstaining - -


11






In Favour 1 14,972,954

Against - -

Abstaining - -



That the future remuneration of the Liquidators of Addcar Engineers Pty Ltd (In Liquidation) for the period of the

Liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up




In Favour 1 14,972,954

Against - -

Abstaining - -




pursuant to subsections 506(1A), 477(2A) and 477(2B) of the Corporations Act 2001 to comprise any debts greater

than the prescribed amount (currently $100,000).



In Favour 1 14,972,954

Against - -

Abstaining - -


12




months.



In Favour 1 14,972,954

Against - -

Abstaining - -







In Favour 1 14,972,954

Against - -

Abstaining - -


13

Addcar Holdings Pty Ltd (Administrators Appointed)





In Favour 3 21,645,841

Against - -

Abstaining - -



That the remuneration of the Voluntary Administrators of Addcar Holdings Pty Ltd (Administrators Appointed) for

the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial Remuneration Notice




In Favour 1 14,972,954

Against - -




That the future remuneration of the Voluntary Administrators of Addcar Holdings Pty Ltd (Administrators






In Favour 1 14,972,954

Against - -



14






In Favour 2 16,736,554

Against - -




That the future remuneration of the Liquidators of Addcar Holdings Pty Ltd (In Liquidation) for the period of the

liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up




In Favour 1 14,972,954

Against - -





pursuant to subsections 506(1A) and 477(2A) of the Corporations Act 2001 to comprise any debts greater than

the prescribed amount (currently $100,000).



In Favour 2 19,882,241

Against - -



15




months.



In Favour 2 19,882,241

Against - -








In Favour 2 19,882,241

Against - -



16

Addcar Management Services Pty Ltd (Administrators Appointed)





In Favour 17 47,068,748

Against - -

Abstaining - -







In Favour 12 16,049,095

Against - -




That the future remuneration of the Liquidators of Addcar Management Services Pty Ltd (to be In Liquidation) for

the period of the liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12

March 2020, up to a capped amount of $50,031.50, exclusive of GST.



In Favour 12 16,049,095

Against - -



17







In Favour 16 46,498,144

Against 1 570,603

Abstaining - -





months.



In Favour 17 47,068,748

Against - -

Abstaining - -







In Favour 16 46,498,144

Against 1 570,603

Abstaining - -


18

Addcar Engineers Civil Services Division Pty Ltd (Administrators Appointed)





In Favour 2 57,009,694

Against - -

Abstaining - -



That the remuneration of the Voluntary Administrators of Addcar ECSD Pty Ltd (Administrators Appointed) for the

period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial Remuneration Notice




In Favour 1 14,972,954

Against - -




That the future remuneration of the Voluntary Administrators of Addcar ECSD Pty Ltd (Administrators Appointed)

from 10 April 2020 to the Second Meeting of Creditors is determined at a sum equal to the cost of time spent by

the Voluntary Administrators and their partners and staff, calculated at the hourly rates as detailed in the Initial

Remuneration Notice dated 12 March 2020, up to a capped amount of $1,592.00, exclusive of GST.



In Favour 1 14,972,954

Against - -



19






In Favour 1 57,009,694

Against - -




That the future remuneration of the Liquidators of Addcar Engineers Civil Services Division Pty Ltd (In Liquidation)

for the period of the liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated

12 March 2020, up to a capped amount of $12,000.00, exclusive of GST.



In Favour 1 14,972,954

Against - -









In Favour 2 57,009,694

Against - -

Abstaining - -


20




months.



In Favour 2 57,009,694

Against - -

Abstaining - -







In Favour 2 57,009,694

Against - -

Abstaining - -


21

Pipelion Manufacturing Pty Ltd (Administrators Appointed)





In Favour 7 18,363,661

Against - -

Abstaining 1 253



That the remuneration of the Voluntary Administrators of Pipelion Manufacturing Pty Ltd (Administrators

Appointed) for the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial

Remuneration Notice dated 12 March 2020, is determined in the sum of $42,877.00, exclusive of GST.



In Favour 5 15,325,750

Against - -




That the future remuneration of the Voluntary Administrators of Pipelion Manufacturing Pty Ltd (Administrators






In Favour 5 15,325,750

Against - -



22






In Favour 7 15,330,676

Against - -




That the future remuneration of the Liquidators of Pipelion Manufacturing Pty Ltd (In Liquidation) for the period

of the liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March




In Favour 7 15,330,676

Against - -









In Favour 7 18,324,686

Against 2 43,901

Abstaining 1 253


23




months.



In Favour 9 18,368,587

Against - -

Abstaining 1 253







In Favour 9 18,368,587

Against - -

Abstaining 1 253


24

Addcar USA Interest Pty Ltd (Administrators Appointed)





In Favour 2 15,715,121

Against - -

Abstaining - -



That the remuneration of the Voluntary Administrators of Addcar USA Interest Pty Ltd (Administrators Appointed)

for the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial Remuneration

Notice dated 12 March 2020, is determined in the sum of $7,043.50, exclusive of GST.



In Favour 1 14,972,954

Against - -




That the future remuneration of the Voluntary Administrators of Addcar USA Interest Pty Ltd (Administrators






In Favour 1 14,972,954

Against - -



25






In Favour 1 14,972,954

Against - -




That the future remuneration of the Liquidators of Addcar USA Interest Pty Ltd (In Liquidation) for the period of

the liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020,

up to a capped amount of $50,066.50, exclusive of GST.



In Favour 1 14,972,954

Against - -









In Favour 2 15,715,121

Against - -

Abstaining - -


26




months.



In Favour 2 15,715,121

Against - -

Abstaining - -







In Favour 2 15,715,121

Against - -

Abstaining - -


Annexure A

1

FORM 509E

Paragraph 450B(a)

Corporations Act (2001)

NOTICE TO CREDITORS OF EXECUTION OF A

DEED OF COMPANY ARRANGEMENT

Addcar Equipment Hire Pty Ltd (Deed of Company Arrangement effectuated)

(Addcar Highwall Mining)

Addcar Highwall Mining Pty Ltd (Deed of Company Arrangement effectuated)

(Addcar Equipment Hire)

Addcar Contracting Services Pty Ltd (subject to a Deed of Company Arrangement)

(Addcar Contracting Services)

(the Companies)

1. Notice is given under section 450B that the Companies executed a Deed of Company Arrangement

(DOCA) on 22 April 2020.

2. Under the terms of the DOCA, immediately after execution, the DOCAs for Addcar Highwall Mining

and Addcar Equipment Hire were effectuated, and the Deed Administrators ceased their appointment.

These companies continue to trade under the control of the incumbent management.

3. A copy of the deed may be inspected at by emailing [email protected].

Dated 4 May 2020.

__________________________

Jonathan Henry

Joint & Several Deed Administrator

mailto:[email protected]

1

Addcar Mining Solutions Pty Ltd Addcar Engineers Pty Ltd Addcar Holdings Pty LtdAddcar Management Services Pty LtdAddcar Contracting Services Pty LtdAddcar Equipment Hire Pty Ltd Addcar Engineers Civil Services Division Pty LtdPipelion Manufacturing Pty LtdAddcar Highwall Mining Pty LtdAddcar USA Interest Pty Ltd(All Administrators Appointed)(Collectively “the Addcar Group”)

Second Meeting of Creditors

22 April 2020

2

Introduction

– Meeting formalities and overview of voting process

– Purpose of meetings

– Meetings to be held concurrently

– Overview of the Addcar Group and the Voluntary Administration

Voluntary Administration of the Addcar Group

– Events leading to the Voluntary Administration

– Overview of the Administration

– Financial position and performance and reasons for failure

– Administrators’ sale process

– Investigations

– Proposed Deed of Company Arrangement

– Return to creditors

Administrators’ recommendation for the future of the Addcar Group

Resolutions regarding the future of the Addcar Group

Remuneration resolutions

Questions

Agenda

3

Open meeting

Administrator Chairperson: IPR 75-50

Introductions:

– Jonathan Henry (Administrator)

– Chris Johnson (McGrathNicol Director)

– Louise Mann (McGrathNicol Senior Manager)

Attendance register

Quorum: IPR 75-105

Administrators’ report to creditors pursuant to IPR 75-225 (“the Administrators’ Report”)

Proofs of debt and proxies

DIRRI

Voting

Formalities

4

DIRRI dated 12 March 2020 - distributed with notice of First meeting

On 2 April 2020 an updated DIRRI was lodged with ASIC as on 26 March 2020, the Administrators agreed a funding facility with Remagen Lend ADR Pty Ltd as trustee of the Remagen Lend ADR Unit Trust (Remagen), which comprised two tranches:

– Australian Voluntary Administration Funding line of $2 million (available to the Administrators upon execution in accordance with agreed drawdown procedures); and

– Demobilisation and USA operations contingency funding line of $3 million.

These sums represent an indemnity for trading and sale costs and the Administrators’ fees and costs which may be drawn upon if the assets of the companies are insufficient to meet these costs.

The indemnity is unconditional, and any funds utilised for payment of our remuneration will not be drawn down until relevant approval has been obtained under the Corporations Act.

A replacement DIRRI was distributed with the Report to Creditors and is available for inspection

We remain of the view that we are free of any potential conflict of interest

A Replacement DIRRI available on McGrathNicol website and therefore is tabled at the meeting.

Declaration of Independence, Relevant Relationships and Indemnities (DIRRI)

5

Due to the extraordinary circumstances regarding the COVID-19 pandemic, ASIC have advised that all votes should now be carried by poll rather than on the voices.

Voting

Creditors have been provided with links to poll “surveys” in advance of the meeting.Please copy and paste the links provided in your invite in order to vote.In the poll link, tick “In favour of”, “Against” or “Abstain” for each resolution as the chairperson reads them out.There will be an adjournment for the proposed DOCA companies whilst votes are counted.

General proxies: fill in the online poll for each general proxy you hold – using each individual identification number you have been provided with.

Special proxies: we already have your creditor’s vote (provided in advance)

When more creditors (either in the online meeting or via proxy) vote for it than vote against it ANDWhen those who vote for it are owed a greater amount of money than those who vote against it

How to vote

Voting via proxy

How the resolutionis passed

6

Proposed DOCA Companies


Addcar Equipment Hire

Addcar Contracting Services

Purpose of meetings

Non-DOCA Companies

Addcar Engineers;

Addcar ECSD;

Addcar Management Services;

Addcar Mining Solutions;

Addcar Holdings;

Pipelion Manufacturing; and

Addcar USA interest.

enter into a Deed of Company Arrangement

enter into Liquidation

be returned to the Current Directors

enter into Liquidation

be returned to the Current Directors

7

“that the meetings of creditors of each of the Addcar Group companies, being:







Addcar Engineers Civil Services Division Pty Ltd


Addcar Highwall Mining Pty Ltd



be held concurrently”

Resolution: meetings to be held concurrently

8

Overview of the Addcar Group

Not in Administration

Key:

Business Units

Highwall Mining Related entity

Corporate Employing entity

Pipelion Manufacturing Subject to Administration

ACN 603 120 716ACN 603 121 615 ACN 118 214 172 ACN 139 846 745 ACN 139 849 246

Addcar Systems LLCAddcar Engineers Civil

Services Division Pty Ltd

Pipelion Manufacturing Pty

Ltd

Addcar Mining

Solutions Pty Ltd

Addcar USA Interest

Pty Ltd

ACN 127 633 694 ACN 633 757 712

Addcar Engineers Pty

Ltd

Addcar Holdings Pty

Ltd

Addcar Management

Services Py Ltd

ACN 077 167 113 ACN 110 563 758 ACN 137 939 416

Addcar Contracting

Services Pty Ltd

Addcar Equipment Hire

Pty Ltd


Pty Ltd

9

Events leading to Administration

FY15Rev: $79.8m

EBITDA: $17.3m

2017 Sale of

Engenicom Pty Ltd to Associate

9 March 2020Voluntary

Administrators appointed to Addcar Group

Dec 19Incident in pit 3 –

Dawson mine.Hog miner and 2 cars

trapped underground –results in reduced rate.FY16

Rev: $70.1mEBITDA: $5.2m

FY17 Rev: $67.75mEBITDA: $5.4m

FY18Rev: $84.6m

EBITDA: $3.3m

1997UGM Founded in 1997 in the Hunter Valley,

NSW

2011UGM entered the highwall

mining market, and secured the

licence to operate the

Addcar mining system from

BHP

2014UGM acquired Addcar from its

US owners

Nov 2018Addcar secures

Facility A: Secured Loan Note facility

$13.5m

Nov 2019Addcar secures

Facility B: Secured Loan Note –CapEx facility

$2.0m

30 Jan 2020Addcar secures

Facility C: Secured Loan Note facility

$2.0m

Oct 2019 – Mar 2020US sale to Mega

(delayed completion)

FY19*Rev: $82.9m

EBITDA: $14.3

Oct 18Sale of UGM

Diesel Services Pty Limited, UGM Electrical Services

Pty Ltd and Underground

Coal$31.5m

FY19Dividend paid $14.0m

Debt repaid$18.0m

2 Mar 2020Addcar seeks

further secured funding

$4.0m

*Continuing operations Labour/plant hire HWM $63.6mManufacturing $3.3mMachine Sales $16.0mTotal $82.9m

Mar 2019$13.5m transferred to support US business

& commence Cline JV

Feb 202025.6 million owed by US Operations

10

Overview of the Administration

Appointment

9 March 2020

Administrators take control of Addcar Group and its assets

Moratorium period Outcome of VA

14 April 2020

Second COI Meeting

21 April 2020

Third COI Meeting

22 April 2020

2nd meeting of creditors held

Options:

(i) DOCA

(ii) Liquidation

(iii) Return to director

April 2020

Employee entitlements review

15 April 2020

Issue Administration Report and form opinion as to future of the Addcar Group

13 March 2020 – 15 April 2020

Sale process and negotiation of DOCA

12 March 2020

1st meeting of creditors held

March 2020

De-mobilisation of Millennium mine site

31 March 2020

First COI Meeting

Decision to trade

Remagen NBIO

Negotiations regarding offer and terms

26 March 2020

Court approved funding agreement

Transaction

Execution

Payment non-continuing employees

11

Administrators’ actions to date

Sale of business processDemobilisation of Millennium mine

Employees CreditorsStatutory obligations/

investigations

Trade-on management

12

Financial performance, position and reasons for failure

Addcar Group - Statement of financial performance for FY18, FY19 and FY20 YTD

($'000) FY18 FY19 FY20 YTD

Sales 109,679 108,381 46,843

COGS (90,047) (81,019) (31,887)

Gross profit 19,632 27,362 14,957

Gross margin 17.90% 25.25% 31.93%

Other expenses (334) (7,305) (4,538)

Overheads (5,788) (4,420) (1,732)

EBITDA 13,510 15,637 8,686

Amortisation & depreciation (11,586) (9,652) (10,620)

EBIT 1,924 5,985 (1,935)

Interest (3,800) (2,762) (1,426)

FX movement 506 410 1,475

Net profit (1,370) 3,633 (1,885)

The Addcar Group was profitable in the FY19 but made regular monthly losses throughout FY20 YTD. The losses incurred in FY20 YTD were a large part the result of the failing US Operations.

104

177

142 133

118

72 73 71

-

50

100

150

200

Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20

Tonnes

'000

Production Tonnage - FY20 YTD

Total tonnes mined FY19 - Average tonnes

2.8

0.3

(2.2)

(5.7)(8.0)

(6.0)

(4.0)

(2.0)

-

2.0

4.0

Addcar Highwall

Mining

Pipelion

Manufacturing

Addcar Corporate Addcar USA

$''m

EBIT contribution - FY20 YTDEBIT loss in the US of $6m, if non-cash items excluded

Australian business continued to breakeven but could no longer fund the US Operations

Production volumes declined following a mining incident at Dawson

Notwithstanding lower levels of production, the HWM operations in Australia continue to breakeven but there was insufficient earnings to continue to support the US Operations.

13

Financial performance, position and reasons for failure

Addcar Group - Statement of financial position as at June 18, June 19 and February 20

($'000) Jun-18 Jun-19 Feb-20

Current Assets

Cash and cash equivalents 1,308 3,476 764

Receivables 10,826 7,849 13,606

Inventories 19,015 16,854 14,691

Other current assets 3,879 2,710 669

Total current assets 35,028 30,889 29,730

Non-current assets

Fixed assets and investments 54,069 46,154 40,532

Goodwill 10,429 - -

Net deferred tax asset / (liability) 6,762 2,337 (2,503)

Total non-current assets 71,260 48,492 38,029

Total assets 106,288 79,381 67,759

Current liabilities

Trade creditors and other payables (16,069) (11,257) (9,269)

Employee entitilements (4,314) (3,195) (2,342)

Other current liabilities (1,257) (1,185) (776)

Total current liabilities (21,640) (15,638) (12,387)

Non-current liabilities

Remagen loan - non current (31,619) (11,971) (14,632)

Other non-current liabilities - (742) (1,340)

Total non-current liabilities (31,619) (12,714) (15,972)

Total liabilities (53,258) (28,351) (28,359)

Net Assets 53,030 51,030 39,401

Sale of business and dividend to shareholders: the sale of the UGM Diesel Services Pty Limited, UGM Electrical Services and Underground Coal for $31.5m in 2018, resulted in a debt repayment of $18 million and a total dividend of $14.0m paid to shareholders.

Failed US investment: In March 2018, the Addcar Group transferred $13.5m to support its

US Business and commence its Cline and Sons joint venture. The Addcar Group’s receivables increased significantly from $7.8m

to $13.6m during FY20, primarily caused by a US debtor (Cline) failing to make any repayments to Addcar Systems LLC.

The Addcar Group continue to fund the loss making US Operations until February 2020 in order to preserve a sale contract.

The US Operations owed Addcar Management Services in excess $25.6m as at February 2020 month end.

14

The purpose of the immediate and accelerated sale process was to:

ￚ maximise the chances of achieving a recapitalisation or sale of whole or part of business of the Addcar Group as a going concern;

ￚ minimise the impact on employees of the Addcar Group and preserve as much as possible the ongoing employment and entitlements of those employees either through a recapitalisation or sale of the Addcar Group in whole or in part; and

ￚ provide a better return to creditors of the Addcar Group than an immediate winding up the Addcar Group.

Administrators sale process

Sale process timeline

9 March 2020

Appointment of Administrators

13 March 2020

EOI opens (Flyers available)

16 March 2020

Preliminary data room access

available

20 March 2020

EOI closed, interest

reconfirmed

25 March 2020

Non-Binding indicative offers

due

6 April 2020

Final bids due(second party

unable to provide evidence of financing)

Current position

Remgen offer:

Covers three companies within Addcar Group

Credit bid offer of $14m

DOCA Proposals + cash commitment to employees and unsecured creditors

30 potential interested parties contacted

5 parties enter the data room

2 parties submit NBIO

31 March 2020

Initial DOCA proposal

submitted by Remagen

15

Investigations

Claims that may be available in a liquidation – Proposed DOCA Companies

Discharge of Directors’ duties

Voidable transactions Insolvent trading

Director Defences Significant litigation and delay riskConsiderations and

defences

Business judgement rule

16

Remagen, the current Secured Creditor has proposed a Deed of Company Arrangement in respect of the following entities within the Addcar Group:

– Addcar Highwall Mining;

– Addcar Equipment Hire; and

– Addcar Contracting Services.

(“Proposed DOCA Companies”)

Proposed Deed of Company Arrangement

17

Proposed Deed of Company Arrangement

Non-continuing employees claims paid

in full

Continuing employees continue employment

Secured Creditors and related parties do not

claim

Unsecured creditors of the Proposed DOCA

Companies pooled into Addcar Contracting

Services

Unsecured creditors estimated to receive 3 to 7 cents in the dollar

DOCA Proposal from Remagen

$14m credit bid (reduction in debt due)

Cash contributions paid based on contracts

awarded ($0.2m-$0.4m)

18

Outcome by class of creditor – Proposed DOCA Companies

Employees

Unsecured creditors

Secured creditors

Non-continuing: Paid in full, including super

Continuing: continue employment

Return of 3 to 7 cents with level of certainty

Excluded from DOCA

All employees: Paid in full, no continuing employment

Less than 10 cents, with significant risk and delay

Partial return

DOCA Liquidation

19

A pooled DOCA has been proposed for the following companies:

Addcar Highwall Mining;

Addcar Equipment Hire; and

Addcar Contracting Services.

(“Proposed DOCA Companies”)

Recommendation – Proposed DOCA Companies

The Administrators recommend creditors resolve that each of the Proposed DOCA

Companies be placed into DOCA

20

DOCA – Indicative Timeline

22 April 2020 Within 15 business days

(but expected to be by 27 April 2020)

Expected that employee dividend will be paid soon

after DOCA Execution

Second Creditors Meeting DOCA Execution Dividend process

Four possible outcomes

1. End the Administrations


3. Winding up

4. Adjourn meeting

Addcar Highwall Mining, AddcarEquipment Hire, AddcarContracting Services and relevant parties execute Deed of Company Arrangement:

Addcar Highwall Mining continues to trade.

Transfer of shareholding to Remagen

$14m purchase of assets and shares

Deed Administrators have already:

calculated employee entitlements; and

adjudicated on amounts confirmed by employees.

Deed Administrators will:

pay dividend to non-continuing employees.

cease to control Addcar HighwallMining

Contributions

Non-continuing employee entitlements

$200k up to $400k if contract (or two) won by 31 Dec 2020

If no contracts won: $200k by June 2021

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As there are no DOCA’s proposed for the following companies, their only option, as they are insolvent is to be placed into liquidation:

Addcar Engineers;

Addcar ECSD;

Addcar Management Services;

Addcar Mining Solutions;

Addcar Holdings;

Pipelion Manufacturing; and

Addcar USA interest.

(“Non-DOCA Companies”)

Recommendation – Non-DOCA Companies

The Administrators recommend creditors resolve that each of the Non-DOCA

Companies be placed into liquidation

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Liquidation work to be undertaken

Statutory obligations /investigations

CreditorsCessation of operations

Employees Creditors

Statutory obligationsResidual trade on

mattersComplete remaining

business sales

Investigations / claims

Q & A

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Due to the extraordinary circumstances regarding the COVID-19 pandemic, ASIC have advised that all votes should now be carried by poll rather than on the voices.

Voting

Creditors have been provided with links to poll “surveys” in advance of the meeting.Please copy and paste the links provided in your invite in order to vote.In the poll link, tick “In favour of”, “Against” or “Abstain” for each resolution as the chairperson reads them out.There will be an adjournment for the proposed DOCA companies whilst votes are counted.

General proxies: fill in the online poll for each general proxy you hold – using each individual identification number you have been provided with.

Special proxies: we already have your creditor’s vote (provided in advance)

When more creditors (either in the online meeting or via proxy) vote for it than vote against it ANDWhen those who vote for it are owed a greater amount of money than those who vote against it

How to vote

Voting via proxy

How the resolutionis passed

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Resolutions

In favour of Against Abstain

Please submit your vote

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Paste the link from the chat box into your web browser

Or

Type the address: ‘addcarvoting.mcgrathnicol.com’ into your web browser

Or

Scan this QR code

Voting is currently open for “1-Remuneration”

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“That the remuneration of the Voluntary Administrators of _____________________________________ (Administrators Appointed) for the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial Remuneration Notice dated 12 March2020, is determined in the sum of $______________, exclusive of GST”.

Resolution: Administrators remuneration from 9 March 2020 to 9 April 2020

Summary of resolutions

Company ($) 9 March 2020 to 3 April 2020

Addcar Engineers Pty Ltd 6,835.50

Addcar Holdings Pty Ltd 12,614.00

Addcar Engineers Civil Services Division Pty Ltd 6,811.00

Pipelion Manufacturing Pty Ltd 42,877.00

Addcar USA Interest Pty Ltd 7,043.50

Addcar Contracting Services Pty Ltd 7,459.50

Resolutions being sought total (ex-GST) 83,640.50

Addcar Highwall Mining Pty Ltd 366,771.50

Addcar Mining Solutions Pty Ltd 56,799.00

Addcar Management Services Pty Ltd 50,536.50

Addcar Equipment Hire Pty Ltd 208,670.00

Approved by COI 14 April 2020 682,770.00

Voting is currently open for 1-Remuneration

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“That the future remuneration of the Voluntary Administrators of __________________________________(Administrators Appointed) from 10 April 2020 to the later of the Second Meeting of Creditors or the execution of a DOCA, is determined at a sum equal to thecost of time spent by the Voluntary Administrators and their partners and staff, calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up to a capped amount of $_______________, exclusive of GST”.

Resolution: Administrators remuneration from 10 April 2020 to to later of second creditors meeting and execution of a DOCA


Company ($) 4 April 2020 to Creditors meeting or DOCA



Addcar Engineers Civil Services Division Pty Ltd 1,592.00









Approved by COI 14 April 2020 242,264.50


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“That the Company Execute a Deed of Company Arrangement and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and Several Deed Administrators”.

For each of the Proposed DOCA Companies:

Addcar Highwall Mining Pty Ltd (Administrators Appointed);

Addcar Equipment Hire Pty Ltd (Administrators Appointed); and

Addcar Contracting Services Pty Ltd (Administrators Appointed).

Resolution: Enter into Deed of Company Arrangement


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Meeting suspended while votes are tallied

Meeting will resume shortly, this webinar will remain active

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Paste the link from the chat box into your web browser

Or

Type the address: ‘addcarvoting.mcgrathnicol.com’ into your web browser

Or

Scan this QR code

Voting is currently open for “2-DOCA” and “3-Liquidation”

3-Liquidation2-DOCA

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“That the initial remuneration of the Deed Administrators of _____________________(to be Subject to Deed of Company Arrangement), for the period of the DOCA, calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020, is approved up to a capped amount of $_______________ exclusive of GST, and the Deed Administrators may pay the remuneration as incurred on a monthly basis or as otherwise determined by the Deed Administrators”.

Resolution: Prospective Deed Administrators remuneration


Company ($) Prospective DOCA fees






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“That the Company be wound up and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and Several Liquidators”.

Proposed for each of the following companies:

Addcar Engineers Pty Ltd (Administrators Appointed)

Addcar Holdings Pty Ltd (Administrators Appointed)

Addcar Engineers Civil Services Division Pty Ltd (Administrators Appointed)

Addcar Management Services Pty Ltd (Administrators Appointed)

Addcar Mining Solutions Pty Ltd (Administrators Appointed)

Pipelion Manufacturing Pty Ltd (Administrators Appointed)

Addcar USA Interest Pty Ltd (Administrators Appointed)

Resolution: Appointment of Liquidators


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“That the future remuneration of the Liquidators of _____________________________(In Liquidation) for the period of the liquidationcalculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up to a capped amount of $________________, exclusive of GST”.

Addcar Mining Solutions Pty Ltd (In Liquidation)

“That the future internal disbursements (that may have an element of profit or advantage to a related party) of the Liquidators from the Second creditors meeting to the finalisation of the Liquidation, calculated at the rates as detailed in the Initial Remuneration Notice dated 12 March 2020, are approved up to a capped amount of $6,000.00, exclusive of GST.”

Resolution: Remuneration of Liquidators


Company ($) Prospective Liquidators fees



Addcar Engineering Civil Services Division Pty Ltd 12,000.00







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Proposed for each of the following companies:



Addcar Engineering Civil Services Division Pty Ltd





Resolution: Liquidation specific resolutions

“That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised pursuant to subsections 506(1A) and 477(2A) of the Corporations Act 2001 to comprise any debts greater than the prescribed amount (currently $100,000)”.

“That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised to enter any agreements on behalf of the Company involving a term or obligations extending for more than three months”.

“That the books and records of the Company may be destroyed following the deregistration of the Company, subject to the consent of the Australian Securities & Investments Commission being obtained”.


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Meeting suspended while votes are tallied

Meeting will resume shortly, this webinar will remain active

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It is not proposed that the DOCAs have Committees of Inspection.

Role of a Committee of Inspection:

– consult with the Liquidators about matters relating to the liquidation;

– receive and consider reports by the Liquidators;

– approve the Liquidator’s remuneration; and

– in limited circumstances approve the use of some of the Liquidator’s powers.

A Committee of Inspection cannot instruct the Liquidators, but acts as a sounding board

I am not recommending that the liquidation companies appoint Committees of Inspection at this time as the liquidation reporting requirements will ensure that creditors are informed of the actions of the liquidators.

If anyone has any objections to this, please comment in the Q&A box.

Committee of Inspection (Non-DOCA Companies only)

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Q & A

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Documents

Minutes of meetings of creditors of Addcar Mining ... … · Addcar Highwall Mining Pty Ltd (Administrators Appointed) ACN 139 849 246 Addcar USA Interest Pty Ltd (Administrators