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SHAREHOLDERS AGREEMENT

Relating to U-Pius Pty Ltd

U-PLUS PTY LTD (ACN 164 305 284)

COVERFORCE PTY LTD (ACN 067 079 261)

CONSTRUCTION, FORESTRY, MINING AND ENERGY UNION, CONSTRUCTION AND GENERAL DIVISION, NEW SOUTH WALES BRANCH

Ref 130560

SWAAB

SWAAB Attorney$

ABN 71 028 846 6~2

Level 1, 20 Hunter S!reet SYDNEY NSW 2000

GPO Box35 SYDNEY NSW 2001

OX 522 SYDNEY NSW

T ~1 2 9233 5544 F +61 2 9233 5400 mafl@swaab.oom.au

Llablky limited by Q &Cherne apptOvMI under PtOf&sslon.at Standards Legislation

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Contents Parties 1

Background 1

Agreed terms 2

1 Definitions and Interpretation 2 1.1 Defined terms 2 1.2 Interpretation 4 1.3 Headings 5

2 Objectives & 2.1 Objects of the Company 5 2.2 Duties of the Parties 6

3 Board of Dlrectora 6 4 Management 6

4.1 Organisational Structure 6 ") ( 6 Obligations of Union 6

5.1 Exclusivity 6 5.2 Promotional Duties 7 5.3 Collection of Personal Information 7 5.4 Accurate Information 7

6 Obligations of the Company 7 6.1 Australian Financial Services Licence 7

7 Special Majority Approval 7 7.1 Special Majority Approval of Directors 7 7.2 Special Majority Approval of Shareholders 7 7.3 Other consents required 7

8 Business Plan 8 8.1 Business Plan 8 8.2 Subsequent Business Plans 8

9 Financial and other reporting 8 9.1 Reports a 9.2 Confjdential lty 8 )

10 Accounts and records 8

( 10.1 Regulatory requirements 8 10.2 Right to review 8 10.3 Disclosure of Information 9

11 Disclosure by Directors 9 12 Dividend policy 9 13 Issue of Equity Securities 9

13.1 No obligation 9 13.2 Pro rata offer 9 13.3 Offer 9 13.4 Subsctlptlon Notice 10 13.5 Response to Offer 10 13.6 Failure to respond 10 13.7 Excluded Issue 10

14 Transfer of Shares 10 14.1 Restriction 10 14.2 Change of Control 10

15 Default 11

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15.1 Events of default 11 15.2 Consequence of default 11

15.3 Independent valuation 11

15.4 Provision of independent valuation 12

15.5 Other remedies 12

16 Warranties regarding capacity and status 12

17 Confidentiality and announcements 12 17.1 Confidentiality obligations 12

17.2 Announcements 12

17.3 Exceptions 13

18 Termination 13

18.1 Automatic termination 13

18.2 Accrued rlghls 13 19 GST 13

19.1 Definitions 13

() 19.2 Recipient may have to pay an additional amount forGST 13

t 19.3 Adjustment events 14

19.4 GST and reimbursable amounts 14

20 Notices 14

20.1 Form and delivery 14

20.2 When effective 14

20.3 When received 15

21 Agreement Is paramount 15

22 Miscellaneous 15

22.1 Alterations 15

22.2 Approvals and consents 15

22.3 Assignment 15

22.4 Costs 15

22.5 Stamp duty 16

22.6 Survival 16

22.7 Counterparts 16

n 22.8 No merger 16

22.9 Entire agreement 16

22.10 Further action 16

t 22.11 Severability 16

22.12 Waiver 16

22.13 Relationship 17

22.14 Governing law and jurisdiction 17

Schedulo1 Share Capital 18

Schedule2 Board (clause 4) 19

Schedule 3 Matters requiring Special Majority Approval of Directors (clause 7.1) 21

Schedule4 Matters requiring Special Majority Approval of Shareholders (clause 7.2) 23

Schedule 5 Financial and other reporting (clause 9) 24

ScheduleS Independent valuation (clause 15.3) 25

Signing page 27

Annexure 1 Buslne89 Plan 28

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SHAREHOLDERS AGREEMENT

This agreement is dated .2£ -::JiJr~~ 2013

Parties

Name

Short form name

Address

Attention

Name

Short form name

Address

Att:en~on

Name

Short form name

Address

Attention

Background

U·Piua Ply Ltd 1ACN 164 305 284)

Company

Level12 9-13 Castlereagh Street Sydney NSW 2000

Jitendra· Outt

Coverforce Ply Ltd (ACN 067 079 261)

CoveTforce

level 12 9-13 Castlereagtl Street Sydney NSW 2000

James Angelis

Constwctlon Forestry Mlnfng and Energy Union, Construction and General Division, ~ew South Wales Branch

Union

1·0.12 RaHway St LIDCOMBE NSW 2141

Rita Mallia

A The Shareholders wish to partlc~pate in an incorporated Joint venture by becoming shareholders In the Company.

B All parties have agreed to enter into this agreement for the purpose of regulating their respective relation,!lhips wah each othet in the Company.

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C The Company will be managed and controlled In accordance with the terms of this agreement

D The Company will provide insurance products, risk advice and risk management in accordance with the terms of this agreement

Agreed terms

1 Definitions and Interpretation

1.1 Defined tenns

In this agreement

Accounting Standards means:

(a) acoountlng standards approved under the Corporations Act and Its requirements about the preparation and contents of accounts; and

(b) generally accepted acs:ounting principles, policies, practices and procedures In Australia.

Board means the board of dlrectors of the Company as constituted from time to time.

Board Meeting means a meeting of the Board (or any committee of the Board) duly convened and held in accordance wfth this agreement and the Companys constitution.

Business means:

(a) the business described In the Business Plan; and

(b) any other activiUes which, the Board decides from time to time will be carried on by the Company.

Business Day means:

(a) for receiving a notice under clause 20, a day that is not a Saturday, Sunday, public holiday or bank holiday In the place where the notice Is received; and

(b) for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday in New South Wales, Australia.

Business Houra means from 9.00am to 5.00pm on a Business Day.

Business Plan means the business plan In the form attached in Annexure 1.

Chief Executive Officer means the chief executive officer of the Company from time to time.

Claim means a claim, notice, demand, action, proceeding, litigation, Investigation, judgment, damage, loss, cost, expense or flablllty however arising, whether present, unascertained, Immediate, future or contingent, whether based In contract, tort or statute and whether Involving a party to .this agreement or third party.

Confidential lnfonnatlon means any of the following which Is not In the public domain:

(a) information concerning the contents of the Transaction Documents or any transaction undertaken under the Transaction Documents;

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(b) all data bases, source codes, methodologies, manuals, artwork, advertising manuals, trade secrets and all financial, accounting, marketing and technical Information. customer and supplier lists, know-how, technology, operating procedures and other Information, used by or relating to the Company, the Union and Coverforce and their transactions and affairs;

(c) aU notes and reports Incorporating or derived from Information referred to in paragraph (a) or (b);

(d) all copies of the information, notes and reports referred to in paragraphs (a) to (c);

(e) personal information relating to members of the Union referred to In clause 5.3.

Corporations Act means the Corporattons Act 2001 (Cth).

Director means a director of the Company from time to tfme.

Encumber means to mortgage, pledge, charge, assign as security or otherwise encumber.

Equity Securities means Ordinary Shares or any options or warrants or other Instruments convertible into Ordinary Shares.

Excluded Issue means an issue of Equity Securities referred to In clause 13.7.

Financial Year means 12 months from 1 July to 30 June each year (or other dates as the Board approves).

lndeptndtnt Valuer means a person appointed to value Equity Securities In accordance with Schedule 6.

Insolvency Event means, in relation to an entity:

(a) an application or order is made for the winding up or dissolution of, or the appointment of a provisional liquidator, to the entity or a resolution Is passed or steps are taken to pass a resolution for the winding up or dissolution of the entity otherwise than for the purpose of an amalgamation or reconstruction that has the prior consent of all Shareholders;

(b)

(c)

an administrator Is appointed under the Corporations Act; or

which Is registered under the Fair Worl( (Registered Organisations) Act 2009 {cth), ceases to be registered or the corporete status of which changes through amalgamations or other events under the Fair Work (Registered Organisations) Act 2009 (Cth).

IPO means an Initial public offering of Ordinary Shares made under a prospectus stating that the Company has or will apply, In conjunction with the offering, for quotation of the Shares on a Stock Exchange.

Month means calendar month.

Ordinary Shares means ordinary shares in the capital of the Company.

Reorganisation Event means:

(a) a bonus Issue of Shares;

(b) a sub-division or consolidation of Shares;

(c) another reorganisation or reconstruction of share capital where the Company neither pays nor receives cash.

Shsro Capital means all of the Shares on Issue.

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Share means a share In the capital of the Company.

Shareholder means a person who holds a Share and Is a party to this agreement

Simple Majority Approval means:

(a) In the case of a vote, resolution or consent of Directors, one passed or given by Directors who together represent Shareholders holding more than 55% of the Shares on Issue.

(b) except In the case of votes or resolutions or consents concerned wfth meeting requirements for compliance by the Company wlth, and obtaining and retaining an Australian fTnanclal services lloence, In which case such approvals may be passed or given by Directors who together represent Shareholders holding more· than 50o/o of the Shares on Issue.

Special Maj ority Approval means:

(a) In the case of a vote, resolution or consent of Directors, one passed or given by Directors who together represent Shareholders holding more than 76% of lhe Shares on Issue.

(b) in the case of a vote, resolution or consent of Shareholders, one passed or given by Shareholders who together hold more than 76% of the Shares on Issue.

Stock Exchange means Australian Stock Exchange Limited or another stock exchange approved by the Board. ·

Transaction Documents means:

(a) this agreement;

(b) the Company's constitution; and

(c) any other agreement or document that the parties agree Is a Transaction Document

Transfer means to sell, assign, transfer, convey or otherwise dispose of a legal or beneficial interest

1.2 Interpretation

(a)

(b)

In this agreement, unless the conte)(t otherwise requires:

the singular includes the plural and vice versa, and a gender includes other genders;

(c) another grammatical form of a defined word or expression has a corresponding meaning;

(d) a reference to a clause, paragraph. schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this agreement, and a reference to this agreement Includes any schedules and annexures;

(e) a reference to a document or instrument Includes the document or Instrument as novated, altered, supplemented or replaced from Ume to time;

(f) a reference to A$, $A, dollar or $ is a reference to Australian currency;

(g) 8 reference to time Is to New South Wales. Australia time;

(h) a reference to party to thls agreement, and 9 reference to a party to a document includes the party's executors,

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1.3

2

admrnrstrators, successors and permitted assigns and substitutes;

(i) a reference to a person Includes a natura! person, partneTshlp, body corporate, association, governmental or local authority or agency or other entity;

0) a reference to a s1atute, ordinance, code or other law includes regulations and other Instruments under it and consolidations, amendments, reenactments or replacements of any of them;

(k) a word or expression defined ln the Corporations Act has the meaning given to it in the Corporations Act;

(I) the meaning of general words Is ·not limited by specific examples Introduced by Including, for example or similar expressions;

(m)

(n)

any agreement, representation, warranty or indemnity by two or more parties (Including where two or more persons are Included in the same defined term) binds them joinUy and severally;

any agreement, representation, warranty or indemnity in favour of two or more partfes (Including where two or more persons are included in the same defi'ned term) is for the benefit of them jointly and severally;

(o) a rule of constructron does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of It;

(p) If a day, on or by Which an obngatlon must be performed or an event must occur Is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day: and

{q) if any caloulatlon relatlng to the Issue or transfer of Equity SecutiUes results in a number that is, or includes, a fraction. the fraction Is rounded down to the nearest Whole number.

Headings

Headrngs are for ease of reference only and do not affect interpretation.

Objectives

2.1 Objects of the Company

The primary objective of the Company IS to:

(a) provide high value Insurance and risk advice services to the Union members;

(b) provide a beneficial service dlrecUy linked to Union membership, to add to the varue of Union membership and to assist rn driving both membership growth and membership retention;

(c) develop and expand the Business in accordance with the Business Plan; and

(d) maximise the value of the Company.

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2.2 Duties of the Parties

(a) Each Shareholder must do Its be~t to have the Company promptly do everything the Company is required to do under this agreement.

(b) The Shareholders must at all times act in good faith and in the best interests of the Com)lany and the conduct of Its business as a commercial venture.

(c) The Shareholders must ensure that Covertorce remains the holder of more than 60% of the share capHal of the Company, unless otherwise agreed.

(d) Each Shareholder must use its best endeavours to ensure that the Company conducts the Business In accordance with the Business Plan.

3 Board of Directors

Each Shareholder must exercise Its rights as a holder of Shares to : .. ) ( ensure that the composition of the Board and the procedures for

meetings of the Board are as set out in Schedule 2.

4 Management

4.1 Organisational Structure

Each Shareholder must ensure,

(a) management of the Company vests in the Board;

(b) the Chief Executive Officer manages the Company on a day to day basis and reports and Is responsible to the Board for the Company's activities and operations;

(C) the Chief ExecutiVe Officer has the power and authority to manage the Company:

(ij in accordance with any agreement relating to his or her service with the Company; and

(II) subject to and in accordance with the Business Plan; ) and

I ( (d) the Chief Executive Officer:

(i) manages all activities of the Company in the conduct .of the Business In compliance with the Business Plan;

(ii) generally administers the Company;

(HI) implements and complies with the Business Plan; and

(IV) gives the Board full information relating to the activities of the Company,

subject to lawful directions and delegations from, and supervision by, the Board In accordance with this agreement.

5 Obligations of Union

6:1 Exclusivity

The Union shall not use, promote or market any entity other than trre Company to provide insurance products and .services as described

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and/or defined from time to· time in the Business Plan, to Union members. It Is agreed that this obligation does not affect other insurance products and services that are not referred to and/or defined in the Business Plan from trne to time.

5.2 Promotional Duttea

The Union will use its best endeavours to promote and market the Companys products and services to Union members.

5.3 Collection of Personal Information

(a) The Union shall not disclose personal detalls of Union members to any third party without the· oonsent of the Union member.

(b) The Union shall use its best endeavours to obtain all requisite consents from Union members to disclose personal detalls to the Company and Coverforce.

() (c) All personal information in the possession of the Union will be kept secure by the Union.

6.4 Accurate Information

The Union will ensure any information relating to its members Is accurate and up-to-date.

6 Obligations of the Company

6.1 Australian Flnanelal Services Llcance

(a) Initially, Coverforce shall appoint the Company as Its authorised representative, to provide financial services on behalf of Coverforoe.

(b) The Company will use its best endeavours to obtain an Australian financial services licence as soon as practicable.

(c) The Company must not do, or commit to do anything relating to or affecting Coverforce's Australian financial services licence,

~) without the prior written consent of Coverforce.

7 Special Majority Approval

7.1 Special Majority Approval of Directors

The Company must not do, or commit to do, any or the things listed In Schedule 3 without the Special Majority Approval of Directors.

7.2 Special Majority Approval of Shareholders

The Company must not do, or oommit to do, any of the things listed In Sehedule 4 without the Special Majority Approval of Shareholders.

7.3 Other consente required

Clauses 7.1 and 7.2 are without prejudice to any other consent or approval required under the Corporations Act or the Company's oonstltuUon for any matter requiring a the Special Majority Approval of Directors or Shareholders.

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8 Business Plan

8.1 Bualneaa Plan

(a) The parties agree that the Business must be conducted in accordance with the Business Plan; and

(b) Each Shareholder must exercise its rights as a holder of Shares to ensure the Company conducts the Business In accordance with the Business Plan. until another Business Plan Is approved and adopted in accordance with this clause 8.

8.2 Subsequent Buelneee Plans

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9.1

Each Shareholder must exercise its right-s as a holder of Shares to ensure that the Board considers a draft Business Plan, prepared by the Chief Executive Officer, and approves and adopts a Business Plan before the start of each Financial Year.

Financial and other reporting

Reporta

(a) The Company must provide:

(b) the financial reports and Information listed in Part A of Schedule 5 at the times specified In Part A of Schedule 5 to each Director:

(c) the reports and other information listed In Part B of Schedule 6 at the times speoified in Part B of Schedule 5 to the Shareholders in a form satisfactory to the Shareholders; and

(d) any other reports and information required by a Shareholder (at the cost of the Shareholder making the request except if all Shareholders agree that the Company will pay the cost), In a form that Is satisfactory to the Shareholder.

9.2 Confidentiality

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Any information provided by the Company under clause 9.1 is provided subJect to clause 17.

Accounts and records

10.1 Regulatory requirements

The Company must ensure that its records and accounting books are:

(a) kept In accordance with the Corporations Act;

(b) audited yearly by the Company's auditorsi and

(c) reflect the Accounting Standards consistently applied.

10.2 Right to review

Subject to clause 17, after glvtng at least two Business Days notice to the Company, each Shareholder may, during Business Hours through an acoountant, agent, consultant or employee of the Shareholder:

(a) lnspec~ and take photocopies using the Company's facilities of, all the books, accounts and financial records of the Company; and

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13.1

13.2

13.3

I Shareholdore Agra~nl

(b) have full access to the Companys facilities.,

(c) for the purpose of auditing or valuing the Company or any other reasonable purpose.

The Shareholder must pay any costs of the auditor, valuer or any other person's costs incurred In connection with the audit or valUation.

Dhlclosure of Information

A Shareholder may only disclose any clause 10.2 1n accordance with clause 17.

information obtained under

Disclosure by Directors

Subject to clause 17, each Director may disclose any Information (confidenllal or otheJWtse) about the affalrs., finances and accounts of the Company that comes into the Directors possession from time to ttme, to the Shareholder that appointed the Director.

Dividend policy

The Board by Special Majority Approval will determine dividend and distribution policy of the Company having regard to the Business Plan.

Issue of Equity Securities

No obllgaUon

A Shareholder is not obUged to subscribe for Equity Securities under this clause 13.

Pro rata offer

Except In relation to an Excluded Issue, if the Board resolves to Issue any Equity Securities the Equity Securities must be offered to all Shareholders Jn accordance wlth this clause 13.

Offer

The Board must offer each Shareholder (regardless of the class of Share held by that Shareholder) the number of Equity Securities calculated in accordance with the following formula (Offel):

N =A..2ta c

where:

N = the number of Equity Securities to be offered for subscription to the Shareholder.

A = the total number of Equity Securities proposed to be Issued.

B = the number of Shares held by the Shareholder on the date of the Offer, calculated on the basis and assumption that all Equity Securities held by the Shareholder on the date of the Subscription Notice have been converted Into Shares.

C = the total number of Shares on the date of the Offer, calculated on the basis and assumption that all Equity Securities have been converted into Shares.

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13.4 Subscription Notice

The Board must make the Offer to each Shareholder by notice In writing (Subscription Notice) stating:

(a) the total number of Equity Securities available for subscription and the number being offered to each Shareholder;

(b) the type of Equity Securities being offered; and

(c) the terms of issue of the EquHy Securities.

13.5 Reeponse to Offer

Within 15 Business Days after recelvlng the Offer, each Shareholder must give notice to the Board stating:

(a) whether It accepts all or a specif&ed number of Equity Securilles contained in Its Offer or rejects in fuU its Offer; and;

(b) if It wants to subscribe for a greater number of Equity SecurHies than the number in its Offer, that It offers to subscribe for a specified number of those Equity Secu(ltles not subscribed for by other Shareholders under their Offers.

13.6 Failure to respond

If a Shareholder does not give notice to the Board within the period specified In clause 13.5 of Its acceptance or rejection of its Offer. the Shareholder Is taken to have rejected its Offer.

13.7 Excluded Issue

Clause 13 (except clause 13.1) does not apply to:

(a) an issue of Equity Securities to which all the Shareholders consent;

(b) an issue of Ordinary Shares in an !PO;

(c) an Issue of Shares under a Reorganisation Event

14 Transfer of Shares

14.1 Reatrfctfon

{a) A Shareholder contemplating a Transfer of its Shares, In whole or in part, must give each other Shareholder formal wrlt1en notice of such Transfer, not less than twenty-one Business Days prior to the Intended date of effect of that Transfer.

(b) A Transfer of a Shareholdefs Shares must not oocur without the prior written consent of each other Shareholder and such consent shall not be unreasonably withheld.

14.2 Change of Control

(a) In this clause 14.2, "Controlling Interest' of a company incorporated under the Corporations Act means the Interest held by a person or persons who hold or own (alone or with its associates or related bodies corporate):

(I) the majority of the Issued shares of the body corporate;

(II) the majority of the Issued shares of the ultimate holding company ofthe body corporate; or

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(iii) the majority of any securities or other rights granted by the body corporate entitling holders to distributions based on the profits, earnings or net liquidation prooeeds of the company.

(b) Where a Controlling Interest In a Shareholder Is to be Transferred from the current owner of that Interest, or the legal structure of a Shareholder accorded corporate status pursuant to the Fair Work (Registered Organisations) Act 2009 (Cth) is to be amalgamated, merged with another entity or dereglstered, the Shareholder will give formal written notloe to each other Shareholder, not less than twenty-one Business Days prior to the proposed change in that Controlling Interest, or the proposed amalgamation, merger or dereglstration (Notlce Period).

(c) In respect of any proposed amalgamation, merger or dereglstratlon of a Shareholder registered under the Fair Work (Registered Organisations) Act 2009 (Cth), the parties during the Notice Period will:

(I) enter into discussions with the proposed amalgamated or merged entity wtth the objective of ensuring the Business continues; and

(II) wor1< In the best Interests of those insured by the Company to ensure those persons are not disadvantaged by the amalgamation, merger or deregJstration.

15 Default

15.1 Events of default

(a)

{b)

(c)

An event of default occurs in relation to a Shareholder If:

the Shareholder breaches this agreement and:

(i) does not remedy the breach within 30 days after receiving a notice of the breach from a party requestina tho breach to be remedied; or

(II} the breach Is Jncapable of belng remedied; or

an Insolvency Event occurs In relation to the Shareholder.

15.2 Conaequenco of default

(a} If an event of default occurs In relation to a Shareholder (Defaulting Psrty), at the election of a party by giving notice to all parties:

(b) all rights attaching to Equity Securities held by the Defaulting Party are suspended untO the default is remedied (and, if the default is not capable of remedy, are suspended Indefinitely); or

(c) the Defaulting Party shall offer to sell to the other Shareholders all Equity Securities held by It (Sale Securities) at a cash price per Sale Security determined In accordance with clause 15.3.

15.3 Independent valuation

Within 10 Business Days after receiving notice from a party that an event of default has occurred in relation to the Defaulting Party, the Company must comply with Schedule 6 to obtain an Independent valuation of the Sale Securities.

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18.4 Provision of Independent valuation

The Company must give the Defaulting Party and each other Shareholder a copy of the independent valuation as soon as the Company receives lt.

18.5 Other remedies

Clause 16.2 Is In addition to and not to the exclUsion of any other rlght or remedy the other parties may have against a Defaulting Party.

16 Warranties regarding capacity and status

Each party represents to each other party that each of the foUowlng statements Is true and accurate as at the date of this agreemernt

(a) if it is a corporate entity, it Is validly existing under the laws of Its place of incorporatJon:

{b) It has the power to enter Into and perform its obUgatlons under this agreement and to carry out the transactions contemplated ~)

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(c) It has taken all necessary action to authorise Its entry Into and performance of this agreement and to carry out the transactions contemplated by this agreement; and

(d) Its obHgatlons under thls agreement are valid and binding and enforceable against it in accordance with their terms.

17 Confidentiality and announcements

17.1 ConfldentJallty obligations

Each party must:

(a) use the Confidential Information ·only for the purposes of the Business or to make decisions regarding its investment In the Company;

(b) keep the Confidential Information confidential and not disclose it or allow it to be disclosed to a third party except ) (I) with the prior written approval of the other parties; or

( (lij to officers, employees and consultants or advisers or the party (or Its related bodies corporate) who have a need to know (and only to the extent that eactl has a need to know) and are aware that the Confidential lnfonnatlon must be kept confidential; and

(c) take or cause to be taken reasonable precautions necessary to maintain the secrecy and confidentiality of the Confidential lnformaUon.

17.2 Announcements

No announcement. press release or other communication of any kind relating to the negotiations of the parties or the subject matter or terms of this agreement must be made or authorised by or on behalf of a party without the prior written approval of each other party unless that announcement, press release or communication Is required to be made by law or any order of any court. tribunal, authority or regulatory body.

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17.3 Exceptions

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The o~ligations of contldentlalfty under this agreement do not extend to rnrormatfon (whether before or after this agreement Is executed):

(a) disclosed to a party, but at the time of disclosure Is rightfully known to or In the possession or control of the party and not subject to an obligation of oonfldentfallty on the party;

{b) that is pub[lc knowledge (except because or a breach of this agreement or any other obligation of confidence);

(c} required to be dlsctosed by raw or any order of any court, tribuna!, authority or regulatory body or in connection with the enforcement of this agreement or by the rules of a Stock Exchange; or

(d) a Shareholder wishes to disclose to an advl:ser of the Shareholder If the disc!osure Is made on a confidential basis.

Termination

18.1 Automatic: termination

Subject to clause 18.2, this agreement terminates automatlcally:

(a) if all parties agree;

(b) for a Shareholder, when It stops hotdlng, directly or indirectly, any Shares, at which time the Shareholder has no further rights or obligations (e.xcept under clause 17) under this agreement;

(c) when the Company fs wound up by an order of a Court; or

{d) on the day an agreement to sell an of the Shares is completed.

18.2 Accrued rlgh1&

Termination of this agreement is without prejudtce to any accrued rights of the parties.

19 GST

19.1 Definitions

In th!s clause 19 (GS7):

(a) expressions which are not defined tn this agreement, but which are defined ln the A New Tax. System (Goods and Services Tax) Act 1999, have the same meanings as in that Act; and

{b) references to GST payable by an entity, or an Input tax credit entitlement of an entity, Include GST payable by, and the input tax credit entitlement of, the representative member for a GST group of which the entity Is a member.

19.2 Recipient may have to pay an addiUonal amount for GST

(e) The amount payable for a supply in connection with thls agreement (Including a price or consideration to be pro.vided} is exclusive of GST, unless this agreement expressly states to the contrary.

(b) Where this agreement does not expressly state that the amount payable for such a supply is Inclusive of GST, if GST is imposed on or fur that supply, the recipient of the taxable

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supply must pay to the supplier an additional amount equal to the GST payable.

(c) If the supplier delivers a tax invoice or an adjustment note to the recipient before or at the time when the recipient must pay for the taxable supply (in accordance With this agreement), the recipient must pay the additional amount referred to In clause 19.2(b) at the same time as it pays for the taxable supply. Otherwise, the supplier is not entitled to the additional amount (and the recipient can withhold payment of that amount) until the third day after the supplier provides the tax Invoice or adjustment note, as appropriate.

19.3 Adjustment events

If an adjustment event arises In respect of a supply made by a party ln connection with this agreement, the suppller and recipient must make a corresponding adjustment Jn respect of any amount the recipient has paid to the supplier under clause 19.2 (Recfplent to pay an eddltfonal amount for GST). Payments to give effect to the adjustment must be made and the supplier must issue an adjustment note. Clause 19.2 (Recipient may have to pay an additional amount for GS1} applies to payments to be made under this clause 19.3.

19.4 GST 1nd reirnbureable amounts

If this agreement requires a party to pay an amount In connection with any outgoing suffered or incurred by another party (such as loss, expenses, charges or costs), the amount the first party must pay Is:

(a) the amount of the relevant outgoing net of any input tax credits to which the other party Is entitled In respect of the outgoing; plus

(b) any GST payable by the other party.

20 Notices

20.1 Form and delivery

A communication under this agreement (such as a notice, demand, consent, waiver or approval) must be:

(a) In writing, in English and signed by a person duly authorised by the sender;

(b) marked tor attention as specified under the recipient's details at the beginning of this agreement, but. If the recipient has notified a different Attention detail for the purposes of this clause, It must be marked for attention as last so notified; and

(c) hand deliVered, sent by prepaid post or faxed to the recipient's address for notices specified in the details at the beginning of this agreement, but, if the recipient has notified a different address for the purposes of this clause, it must be delivered, sent or faxed to the last address so notified.

20.2 When effective

A communication given In accordance with clause 20.1 (Form and delivery) takes effect when It js taken as received (or at any later time speclfled In It).

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20.3 When received

(a) A communication that complies with clause 20.1 (Form and delivery) and Is:

(i) hand deHvered, Is taken as rece.ived on delivery;

(II) sent by prepaid post, Is taken as received on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside Austrafia};

Oii) sent by fax, Is taken as received at the time stated in the transmlsston report as the time when the entire communication was sent unless the recipient Informs the sender that it has not received the entire communication (but the recfplent must Inform the sender by 5.00 pm on the day of sending if the partial tax Is sent on or before 1.00 pm on a Buslnes5 Day, or by 1.00 pm on the next Business Day If the partial fax Is sent after 1.00 pm on any day or Is sent on or before 1.00 pm on a day that is not a Business Day}. ~

(b) However, if, without this clause 20.3(b), a communication would otherwise be taken as received;

(l) on a day that is not a Business Day; or

(II) after 5.00 pm on a Business Day,

it Is taken as received at 9.00 am on the next Business Day.

21 Agreement is paramount

This agreement prev~ils over any inconsistent clause In the Company's constitution. The Shareholders must amend the constitution to remove 1he Inconsistency as soon as they become aware of lt.

22 Miscellaneous

22.1 Alterations

This agreement may only be altered In writing sJgned by each party.

22.2 Approvals and consents

Except where this agreement expressly states otherwise, a party may, in its discretion, give condl.tlonally or unconditionally or withhold any approval or consent under this agreement.

22.3 Assignment

A party may only asstgn this agreement or a right under this agreement with the prior written consent of each other party.

22.4 Costs

Each party must pay Its own costs of negotiating and executing the Transaction Documents and any Instrument or document executed to give effect to the Transaction Documents.

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Page t6 1 Shareholders Agreement

22.5 Stamp duty

The Company must pay all stamp duty on this agreement and on any instrument or other document exec::uted to give effect to any provisions of this agreement.

22.6 Survival

Any indemnity and any obligation of confidentiality under this agreement Is Independent and survives termination of this agreement. Any other provision by its nature intended to survive termination of this agreement survives termination of this agreement

22.7 Counterparts

Ttlls agreement may be executed In counterparts. All executed counterparts constitute one document

22.8 No merger

The rights and obligations of the parties under this agreement do not merge on completion of any transacHon contemplated by this agreement

22.9 Entire agreement

22.10

(a) This agreement constitutes the entire agreement between the parties In connection with its subject matter and supersedes all previous agreements, promises or understandings between the parties in connection with its subjec::t matter.

(b) Each party warrants that

(i) It has been given ample opportunity to obtain independent legal advice in relation to the terms of this agreement and to negotiate the terms of this agreement;

(ii) lt has not been provided with any legal, financial or other advice in connection with this Document by any other party to the agreement; _and

(Ill) it enters Into this Document relying only on the Document Itself and the party's own Investigations (Including Independent adVIce reoelved by H).

Further action

Each party must do, at its own expense, everything reasonably necessary (Including executing documents) to give full effect to this agreement and transactions contemplated by it.

22.11 Severability

Part or all of a provision of this agreement that Is Illegal or unenforceable may be severed from this agreement and the remaining parts of the provision or provisions of this agreement continue In force.

22.12 Waiver

A party does no1 waiVe a right. power or remedy If It falls to exercise or delays In exercising the right power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be In writing and signed by the party giving the waiver.

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22.13 Retatlonahlp

Unless expressly stated, this agreement does not create a relationship of employment, trust. agency or partnership between the parties.

22.14 Governing law and jurisdiction

This agreement is govemed by the law of New South Wales, Australia and each party lrrevocabty and unconditionally submits to the non. exclusive jurisdiction of the courts of New South Wales, Australia.

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Page 18 1 ShardholdersAgreement

Schedule 1

Registered Shareholder

Coverforce

Union

TOTAL

Share Capital

Number of · Type of Shares Shares

Ordinary 5,001

Ordinary 5, 000

Ordinary· 10,001

% of total Issued capital

50.005

49.995

100

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Pege 19 1 Shareholdert Agreement

Schedule 2 Board (clause 4) 1. Board composition

1.1 The Board must consist of:

(a) a minimum of two directors, compnsmg initially James Alexander Angelis appointed by Coverforce and Rita Mallia appointed by the Union:

(b) a maximum of eight directors.

1.2 Coverforce and the Union will each be entitled to appoint four Directors to the Board.

1.3

1.4

Each Shareholder may remove any Dlrector appointed by it and replace that Director with another nominee of It by notice In writing to the Company and the other Shareholder, so long as the appointee Is not disqualified from acting as a Director under the Corporations Act.

Any appointment or removal takes effect at the lime the notice Is given to the Company.

1.5 If a Shareholder loses Its right to appoint a Director under paragraph 1.2, the Shareholder must ensure any Director appointed by II (whether alone or jolntly with any other Shareholder) is Immediately removed.

1.6 A Director may appoint an alternate Director to act as Director In his or her absenoe.

1. 7 At a Board meeting, the chairman shall be appointed by Special Majority Approval of the Directors. The initial chairman wtll be Rita Mallia.

2. Voting

2.1 Ai any meeting of the Board, each Director shall·have one vote.

2.2 Ai a Board meeting, decisions must be decided by Simple Majority Approval, except those requiring Special Majority Approval.

2.3 At a Board meeting, the chaJrman does not have a casting vote In addition to any deliberative vote he or she has.

3.

3.1

3.2

3.3

Quorum

The quorum for a Board meeting Where there are two Directors, Is both Directors.

The quorum for a Board meeting where there are more than two directors, Is not less than 50% of the number of Directors appointed being In attendance. provided that there are an equal number of directors appointed by Coverforce and the Union who are present at that meeting.

If a quorum of Directors Is not present wlthln 30 minutes after the time appointed for the Board meeting, the meeting stands adjourned to the same time and place two Business Days later. At the reconvened meeting, a quorum Is any two Directors, including at least one Director appointed by Coverforce and one appointed by the Union.

3.4 Directors do not have to be physically present in the same place and may attend Board meetings using any technology that allows each Director to hear proceedings and be heard by the other Directors.

4. Frequency of board meetings

A Board meeting must be held at least once every Month, except If the Shareholders agree otherwise.

Pago 20 1 Shareholdersl\greemont :

5. Time and location of meetings

As far as practicable each Monthly Board meeting must be held on the same day and week of the Month and be held at the same loceHon.

6 Notice

Written notice of a Board meeUng must be given to all Directors at.least five days before the Board meeting, except If all Directors agree otherwise.

7 Board papers

A notice of a Board meeting must Include:

(a) an agenda;

(b) a report from the Chief Executive Officer on trading over the previous Month, Including:

(i) comments on revenues, margins, overheads, profits, cash flow, prospects and any major commercial issues affecting the current and future trading position of the

0 Company and proposed actions to correct any adverse

( variances; ·

(II) a profit and loss statement for the Month and year to date relative to budget;

(Ill) consolidated finance report;

(iv) consolidated balance sheet;

(v) major variatibns to budget; and

(vi) cash flow and forecasts; and

(c) a copy of all papers to be considered at that meeting.

8 Resolutions

At a Board meeting the Board may only resolve matters specifically referred to In the agenda issued for the meeting, except If all Directors (whether or not present at the meeting) resolve othe!Wise.

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Pago 2t 1 Shareholders Agreement

Schedule 3 Matters requiring Special Majority Approval of Directors (clause 7.1)

1 (Accounting Standards and principles) Materially alter the Aooountlng Standards or principles previously adopted by the Company for the preparation or presentation of any Individual or consolidated financial statements, except if required by law.

2 (Acquisitions) Acquire securities in another entity.

3

4

5

(Acquisitions and disposals) Acquire or dispose of a company or business (except the Business), except in accordance with the Business Plan.

(AIIetl) Acquire or dispose of an asset or assets (either tangible or Intangible) having a value of $20,000 or more, except In accordance with the Business Plan.

(Auditor) Appoint or remove the Company•s auditor.

6 (Balanc.e date) Change the balance date or alter the accounting period of the Company.

7 (Borrowing) Borrow, or accept any financial accommodation of, $20,000 or more, except in accordance with the Business Plan.

8 (Buslntll Plan and budgets) Adopt or vary a Buslness Plan or another operating, capital or cash budget or business financial plan.

9 (Capital expenditure) Incur capital expenditure of $20,000 or more in a Financial Year, except in accordance with the Business Plan.

10 (Chairperson and senior management) Appoint or remove the chairperson of the Company, chief executive offiCer, chief operating officer or chief financial officer or materially change their role or responsibilities.

11 (Committees of Directors) Appoint, dissolve or alter the composition of any committee of the Board.

12

13

(Contracta) Enter Into, terminate, amend, vary, assign, novate, enforce or waive a right under, a contract. except In accordance with the Business Plan.

(Dlaputea) Commence, conduct or settle any dispute or rltlgatlon (Including with a tax authority) except debt collection in the ordinary course of business.

14 (Dividends) Set or change the divklend or distribution policy of the Company, or declare, make or pay a dividend or another distribution.

15 (Employee Share Plan) Adopt or amend the terms of an employee share plan, employee share option scheme or employee share purchase scheme or any other arrangement that may give employees of the Company the right or entitlement to aoquire any Equity Securities.

16 {Employee Shares) Issue or grant shares or options under an employee share plan, employee share option scheme or employee share purchase scheme or other arrangement referred to In paragraph 16.

17 (Encumbrances) Encumber an asset or undertakJng, except In accordance with the Business Ptan.

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18 (Equity Securities) Issue or allot or grant a right to lssue or altot Equity Secur1Ues

19 {Finance and operating lease:a) Enter Into a finance or operating lease with a cost of $20,000 or more per annum, except In accordance with the Business Plan.

20 {Financral assistance} Provide a loan or other financial assistance to a Director or his or her associates or vary the terms of a'ny ,loan or other financial assistance previously provided to a Dlrector or his or her associates.

21 (Guarantee) Give or enter Into a guarantee, letter of comfort or performance bond, except In accordance with the Business.

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23

24

25

(Insurance) Amend or vary the Insurance cover o't'er the Company or the Business o.rr any key man Insurance policy.

(Loans) Make a loan or provide credit or other financial accommodation to a person, ex:cept in aocordance with the Business Plan.

(Partnerships and jofnt ventures) Enter Into, amend or vary a partnerahfp or joint venture.

(Power to appoint directors of other corporation) Appoint or remove a director of a corporation that the Company has the power to appoint or remove.

26 (Related party transactions) Enter Into a contract or other arrangement with a Director or an assoc:tate of a Director.

27 (Reorganisation Event.) Undertake or undergo a Reorganisation Event

28 (Special resolutfon} Pass a special resolution of Shareholders.

2-9 (Transact ion Documents) Terminate. amend, vary, assign, novate, enforce or waive a right under any Transaction DoctJmen1, or agree to do any of those things

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P~ge 23 1 ShafoholdeiS AgreetMnl

Schedule 4 Matters requiring Spetial Majority Approval of Shareholders (clause 7.2)

1 (Bonusea) Pay any executive, profit or other bonus to a Director.

2 (Change fn nature of Buslneas) Stop carrying on, or materially alter the scale of operations of, the Business or commence any business or operational activity except the Business.

3 (Constitution) Amend the Company's constltutfon.

4 (Listing) Appty to a Stock Exchange for a listing or for quotation of any Shares at any time within five years after the date of this agreement.

5 (New Dlrectore) Appoint a Oireotor (except in accordance with Schedule 3).

6

7

8

(Remuneration of Directors} Increase the remuneration payable to Directors, except In accordance with the Business Plan.

(Tnde eale) Effect a sale of:

(a} all or a substantial part of the Business; or

(b) aD or substantially all of the assets of the Company.

(Winding up) Take a step to dissolve or wind up the Company.

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Pa.ge 24 1 Shorellokfera Agreement

Schedule 5 Financial and other reporting (clause 9)

PART A - lnfonnatlon to Directors

1 (Monthly) Within 10 Business Days after the last day of each Month, unaudited management accounts for the preceding Month comprising:

2

(a) commentary on the operational and financial position for the preceding Month, including varlances between the actual results and those forecast In the Business Pian;

(b) a profit ~nd loss account and cash flow statement for the preceding Month;

(c) a balance sheet as at the end of the preceding Month; and

(d) a forecast for the performance of the Company in the following Month.

(Quarterly) Within 15 Business Days after the end of each calendar quarter, unaudited quarterly management accounts ·for the preceding quarter, comprising and Including at least:

(a) commentary on the flnanctal performance for the quarter,

(b) a quarter1y management report regarding variations from the current Business Plan;

(c) a profit and loss statement and cash flow statement for the quarter; and

(d) a balance sheet as at the end of the quarter.

3 (Annual) Within 30 Business Days after the end of each Financial Year, audited financial statements (Including consolidated profit and loss accounts, balance sheets and cash flow statements) In respect of the Financial Year.

PART B - Information to Shareholders

4 (Minutes) At the same time as they are provided to the D1rectors but within 1 0 Business Days after each meeting:

(a)

(b)

minutes of all Board meetings; and

minutes of all Shareholder meetings.

5 (Offer Information) As soon as the Company reoeives an offer to buy:

(a) Shares;

(b) all or a substantial part of the Business; or

(c) all or substantially all of the assets of the Company.

full details of the offer.

6 (Board papers) At the same time as they are provided to the Directors, a copy of all Board papers provided to the Directors In connection with a Board meeting.

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Schedule 6 Independent Yaluation (clause 15.3)

1 Appllcatton of schedule.

This Schedule applies if an independent valuation of any Equity Securltres (Sale Securities) is required under clause 15.3 of this agreement

2 Defined terms

In Schedule 6:

3

Fair Value means:

(a) the dollar figure given by the Independent Valuer; or

{b) if the Independent Valuer gives a range of figures, the mfd polnt in the rang& of fair market valuations det&rmlned by ~he Independent Valuer in accordance with this Schedule.

Independent Valuer means the person appointed to value the Sale Securities under paragraph 3.

Appoln1ment of rndapendent Valuer

The Board must:

(a) appoint, by Special Majority Approval, an independent charter·ed acoountant or an investment bank of good standing;. or

(b) If the Board falls to agree on- an appolntmen~ request the President of the Institute .of Chartered Acc.auntants In Australia to appoint a member of at least five years standing,

to determine the Fair Value of the Sale Securities, ln which case the purChase prioe for the Sale Securities is the Fair Value amount as certified by the Independent Valuer.

4 Valuation

The Board must instruc-t the Independent Valuer to determine a range of fair market values for the Sate Securities having regard to all normal share valuation factors as are considered relevant to the Independent Valuer, Including the following assumptions:

(a) there is a willing but not anx1ous buyer and a wining but not anxlous seller.

(b) a reasonable time Is available fn which to obtain a sale of the Sale Securities being valued In the open market (and for that purpose 60 Business Days Is a reasonable time); and

(c) there is no discount for minority shareholdlng or shareholdfngs, nor a premium for a shareholding that gives the buyer a controlllng sharehotdlng.

5 Period of determination

The Board must use its best endeavours to ensure that ttl$ Independent Valuer determines the value of the Sale Securities as soon as practicable but within 30 Business Days after receiving instructions from the Board.

6 Role of Independent Valuer

The Independent Valuer acts as an expert and not as an arbitrator.

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Page 26 1 Shareholders Agreement

7 Independent Valuer's decision

The Independent Valuer's determination ts final and binding on all parties to the transaction.

8 Costs

The Company must pay the reasonable costs and expenses of the Independent Valuer.

9 Acce11 to Information

The Board must ensure:

(a) the Independent Valuer has access at all reasonable tlmes to the accounting records and other records of the Company; and

{b) the officers of the Company give any information or explanations required by the .Independent Valuer to value the Sale Securities.

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Page 'l7 I Shareholders Agreement

Signing page

Executed •• an agreertMnt

Executed by U.Piua pty .Ltd (ACN 164 305 284) in accordance with section 127 of the C<>rporations Act2001

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Executed by Coverforce Pty Ltd (ACN 067 079 261) In accordance with section 127 of the Corporations Act 2001

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Executed by Conatructlon Forettry MlnJng •nd Energy Union, Construction and General Division, New South Wales Branch In accordance with section 127 ofthe Corporations Act 2001

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Paga za I Shareholdere Agreement

Annexure 1 Business Plan

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