Subloo’s Pty Ltd (In Liquidation) ACN 065 009 592 (the ‘Company’)

Liquidator’s Report to Creditors

Tuesday, 27 November 2018

Shaun McKinnon

Joint and Several Liquidator

T (07) 3222 0336

E shuan.mckinnon@au.gt.com

Tony Jonsson

Joint and Several Liquidator

T (07) 4046 8850

E tony.jonsson@au.gt.com

Introduction

I refer to my appointment as joint and several liquidator of the Company on 14 March 2016. The

purpose of this report is to:

Notify you that a meeting of creditors will be held at 12pm on Wednesday, 19

December 2018;

Provide an update on the progress of the liquidation;

Advise you that a dividend is being paid in the liquidation, estimated amounts

are:

o Priority creditors (wages and superannuation) - $555k (87.6c/$) to

$535k (84.5c/$); and o Secured creditor - $149k (3.8c/$) to $141k (3.6c/$).

Advise you that I am expecting to finalise the liquidation within 6 months.

I have relied on information provided from numerous sources to prepare this report, including:

Discussions with various creditors of the Company;

Discussions with employees;

Discussions with the former Director of the Company, Daryl Subloo;

Information available from public sources, such as, Australian Securities and

Investments Commission (“ASIC”) and the Personal Property Securities Register

(“PPSR”); and

A review of the Company's books and records provided.

Whilst I have no reason to doubt the accuracy of any information, I have not performed an audit

and reserve the right to alter my conclusions, should the underlying data prove to be inaccurate or

change materially from the date of this report.

Executive Summary

Executive Summary

Company

background The Company’s operations included the management of waste

management facilities and functions for a number of Councils located in Queensland and New South Wales.

Smaller contracts existed with other Councils for specific roles, such as collection of dead animals for Brisbane City Council.

Actions since last report

My last report, which was issued on 11 June 2018, identified three outstanding issues to be addressed in order to finalise the liquidation:

o Seek recovery of the potential preference claim against the Australian Taxation Office (“ATO”);

o Complete an analysis of the funds available for distribution and their allocation for the purposes of a distribution; and

o Distribute available funds to creditors.

I have now finalised the first two points and am in a position to move to distribute funds to creditors.

Distributions I currently estimate that funds totalling c$701k to c$677k will be available for distribution to creditors.

A partial distribution is estimated to be available to priority creditors (employee) and secured creditors.

Meeting of creditors

A meeting of creditors is scheduled to be held at 12pm on Wednesday 19 December 2018.

At the meeting I will be discussing the receipts and payments account for the liquidation and the estimated outcome statement. This will include discussing the classification of the funds held for the purposes of a distribution.

During the meeting of creditors, I will also be seeking for creditors to consider resolutions for the approval of the liquidators’ remuneration:

o Time incurred from 15 March 2016 to 16 November 2018 of $175,000 (excl. GST);

o Estimated time incurred from 24 November 2018 to finalisation of $78,000 (excl. GST).

Company background

The Company was incorporated on 3 June 1994 and operated the business known as "Subloo's".

The Company was one of a number of corporate related entities that made up the Subloo's

corporate group that focussed primarily on the provision of waste management services. These

operations were located in Australia, Cambodia and New Zealand.

On appointment, the Company’s operations included the management of waste management

facilities and functions for a number of Councils located in Queensland (Redcliffe and Innisfail) and

New South Wales (Nowra).

There were some smaller contracts with other Councils for specific roles, such as collection of dead

animals for Brisbane City Council.

The head office for the Subloo's group was 5 Dickson Road, Innisfail, Queensland which is also the

Company's registered office.

Details of the Company’s directors and shareholder are outlined in the following tables.

Directors Start date End date Darryl James Subloo (also Company secretary) 3 August 1995 Present

James Henry Subloo 3 June 1994 31 July 2014

Michelle June Petrie 3 June 1994 3 August 1995

Matthew James Neibling 3 June 1994 3 June 1994

Roderick John Neibling 3 June 1994 3 June 1994

Shareholder name ACN Class and holding No. issued

Darryl James Subloo 161 598 938 ORD - 100% 40 fully paid

Darsan Pty Ltd 164 424 293 ORD - 100% 120 fully paid

Update on the progress of the liquidation

Circumstances leading to winding up

As creditors will be aware, Tony Jonsson and I were appointed Voluntary Administrators of the Company on 8 February 2016. Following this appointment and at a meeting of creditors held 14 March 2016, the creditors resolved that the Company be placed into liquidation.

Meetings held

The last meeting of creditors was held on Monday, 14 March 2016 when the Company was placed

into liquidation.

A further meeting of creditors is being held on Wednesday, 19 December 2018 at 12pm.

I will be requesting that you consider my detailed Remuneration Approval Report and a resolution

to approve my remuneration at the meeting of creditors. My Remuneration Approval Report

includes a request to approve both time incurred to date and estimated future time to be incurred.

Further details of the meeting and the remuneration being sought are provided within this report.

Actions since last report

The following is an update on the outstanding matters identified in my last report to creditors,

issued 11 June 2018.

Recovery of potential preference payments

My investigations identified a number of payments to the ATO, totalling $179,435, which may have

constituted a preference payment. Accordingly, after detailed investigation, I compiled and lodged

a claim with the ATO to recover those funds. After several months of negotiation the claim was

settled for $150,000 with funds received on 13 June 2018.

Completion of an analysis of the funds on hand for distributing to creditors

During the course of the liquidation I have realised a number of assets including:

Property, plant and equipment totalling c$1.3m via auction;

The Innisfail business including various items property, plant and equipment for $615k;

Negotiated the sale of bins directly to Moreton Bay Regional Council for c$385k,

Recovery and sale of assets located in New Zealand for c$213k

Pre-appointment debtors totalling c$730k;

Generated a gross trading profit of c$138k; and

Recovered a preference claim against the ATO for $150k.

Each of the above realisations has a specific treatment in the context of their availability to creditors

for distribution and I am therefore required to undertake an analysis of their classification in

accordance with the Corporations Act 2001 (Clth) and the relevant case law which has included

some fairly recent topical decisons.

The classification of each of the realisations affects the allocation of costs and accordingly, due to

the technical and complex nature of the allocation, I have obtained legal advice on the distribution

method, various classifications and related allocation of costs.

I have now finalised my classification and distribution working (including obtaining legal

confirmation of its appropriateness) and am therefore in a position to progress to distribute funds to

creditors. Further, due to the complexity of preparing the distribution summary, particularly

because of the differing types of recoveries (asset sales, sale of business, preference recoveries,

etc.) and recent Court decisions and changes to case law, I have engaged with the major creditors

(Australia and New Zealand Bank (“ANZ”), FEG (the government scheme that discharges

employee entitlements) and the ATO) regarding the distribution summary and allocation of the

realisations and expenses.

As part of engaging with ANZ, FEG and ATO I requested that any objections to the proposed

distribution method and calculation be submitted to me to respond to. The process of completing

the distribution working, seeking legal advice and engaging with the major creditors has taken a

number of months to finalise, however, I am now in a position to move to distribute funds, subject

to any queries raised by creditors at the upcoming creditors meeting on Wednesday, 19 December

2018.

The proposed distribution is discussed later in this report.

Receipts and Payments to date

Attached at Appendix A is a receipts and payments account as at 23 November 2018.

Cash on hand currently totals $1.012m, of which c$701k to c$677k is estimated to be available to

distribute to creditors.

Dividends and Meeting to be Held

Likelihood of a dividend

Attached at Appendix B is an Estimated Outcome Statement which details the estimated

distributions for each class of creditor.

The estimated outcome statement provides for an estimated dividend of $555k (87.6c/$) to $535k

(84.5c/$) for priority creditors and specifically, wages and superannuation. I note the breakdown of

the wages and superannuation liability (as currently understood and subject to receipt of updated

proof of debts) is as follows:

Australian Taxation Office for superannuation / superannuation guarantee charge -

$550,862

Individual employee wage claims - $77,927; and

Fair Entitlements Guarantee Scheme wage claim - $4,346.

Estimated funds of $146k to $141k are expected to be available to the ANZ as first ranking secured

creditor. This will represent a final dividend of 3.8c/$ to 3.6c/$ (subject to confirmation of the

remaining debt outstanding to the ANZ). Distributions to the ANZ to date total $1.53m and the

estimated total distribution to the ANZ will therefore be $1.676m or 42.76c/$.

The cash on hand balance of $1.012m is significantly less than the total secured debt claim of ANZ

(c$4.3m), the outstanding superannuation and superannuation guarantee liability (c$550k) and the

Fair Entitlements Guarantee Claim (c$803k). Accordingly, there will not be a dividend to unsecured

creditors from the liquidation.

Cost of the liquidation

Attached at Appendix C is a detailed report on my remuneration, called a Remuneration Approval

Report. I am unable to pay my remuneration without the approval of creditors or the court.

At the meeting of creditors I am seeking approval for the following remuneration.

Period Amount (excl. GST)

Resolution 1: 14 March 2016 to 23 November 2018 $ 175,000.00

Resolution 2: 24 November 2018 to finalisation $ 78,000.00

Total $ 253,000.00

At the meeting of creditors held 14 March 2016 approval for remuneration of c$70k was provided

by creditors to finalise the liquidation. Since 14 March 2016, time incurred above the initial

approval totals c$384k as at 23 November 2018. I am seeking approval of c$175k of this time

incurred, i.e. approval of c$209k is not being sought (a discount of 55%). This additional time arose

as a result of:

The protracted nature of the sale of the Innisfail business. This business was sold for $615k and resulted in the employees (and their associated outstanding employee entitlements) associated with that business being transferred to a third party;

The continued trading costs associated with the Innisfail business to facilitate its sale as a going concern (and generating the related gross trading profit of $138k);

Recovery and sale of property, plant and equipment located in New Zealand totalling c$231k;

Negotiation and sale of bins directly to Moreton Bay Regional Council for $385k (against an estimated valuation amount of $350k);

Successful recovery of a preferential payment against the Australian Taxation Office totalling $150,000;

Attempted recovery of transactions against a related entity located in Cambodia that were ultimately unsuccessful;

The significant work in completing the distribution model to allocate the funds appropriately to the various asset and creditor pools and seeking legal advice on that model;

Engaging with ANZ in relation to the proposed distribution model;

Engaging with FEG in relation to the proposed distribution model and responding to the queries in relation to it; and

Responding to ATO information requests regarding actions taken by them against the director.

Approval for future time to be incurred includes addressing the following outstanding issues:

Preparing and finalising this report to creditors, including preparing a remuneration report;

Holding a meeting to address creditors’ queries regarding the receipts and payments account and estimated outcome statement and to obtain approval of remuneration;

Calling for proof of debts and adjudication of those proofs;

Completing a distribution to priority (employee) creditors and the secured creditor; and

Finalising the liquidation.

A full breakdown of the approval being sought and related work to be completed in included within

the attached remuneration report.

A meeting of creditors to consider this update and my remuneration will be held as follows:

Date: Wednesday, 19 December 2018

Time: 12:00 pm

Address: King George Central, Level 18, 145 Ann Street, Brisbane, QLD 4000

Further meeting information including a notice of meeting and details of the information you are

required to provide if you plan to attend the meeting are attached at Appendix D. To participate in

this meeting, you may need to:

Submit a proof of debt and information to substantiate your claim;

Appoint a person – a “proxy” or person authorised under a power of attorney – to vote on

your behalf at the meeting. This may be necessary if you are unable to attend the

meeting, or if the creditor is a company; and

You can appoint the chairperson of the meeting as your proxy and direct the chairperson

how you wish your vote to be cast. If you choose to do this, the chairperson must cast

your vote as directed.

Details of the resolutions to be put to the meeting of creditors for consideration are included within

the Form 532 (Appointment of Proxy) within Appendix D.

Proof of debt and proxy forms are included with the notice of meeting. To facilitate the conduct of

the meeting completed proof of debt and, if applicable, proxy forms must be returned to my office

by post, fax or email by no later than Tuesday, 18 December 2018 at 4:00 pm.

What happens next?

I will proceed with the liquidation, including:

Holding a meeting of creditors;

Distributing funds to creditors; and

Move to finalise the liquidation.

I expect the liquidation to be finalised within 6 months.

Compliance with best practice

I confirm that this report complies with the requirements in the Insolvency Practice Rules (“IPR”), as

well as the statements of best practice issued by the Australian Restructuring Insolvency and

Turnaround Association (“ARITA”).

Where can you get more information?

ARITA provides information to assist creditors with understanding liquidations and insolvency. This

information, including details of your rights as a creditor, is available from ARITA’s website at

arita.com.au.

ASIC provides information sheets on a range of insolvency topics. These information sheets can be

accessed on ASIC’s website at www.asic.gov.au.

Should you have any queries with respect to the above, you may also contact Nathan Bleakley of

my office on 07 3222 0449 or via email on nathan.bleakley@au.gt.com. There is also information

about this liquidation on firm’s website.

Dated: Tuesday, 27 November 2018

Shaun McKinnon

Joint and Several Liquidator

Appendix A – Liquidator’s Receipts and payments

Appendix B – Estimated Outcome Statement

Appendix C – Remuneration Approval Report

Appendix D – Notice of Meeting and Other Meeting Information

Appendix A Liquidators’ Receipts and Payments

Receipts and payments working

as at 16 November 2018 Total

Income

Property, plant and equipment 1,909,687

Debtors 730,693

Sale of Innisfail business 615,000

Funding provided by secured creditor 215,186

Preference claim recovery 150,000

Estimated gross profit from trading 138,265

Other income 1,791

Suspense 380

Interest income 176

Refunds 149

Cash on hand 26

Total income 3,761,352

Expenses

Dividend to secured creditor (1,531,170)

VA / Liquidator fees (330,000)

Funding returned to secured creditor (215,185)

Employee costs (194,898)

Auctioneer's charges costs (114,519)

GST (82,863)

Computer, IT, utilities, etc. (72,728)

Professional fees (72,068)

Insurance (62,293)

Valuation expenses costs (19,232)

VA / Liquidator disbursements (18,486)

Advertising fees costs (17,834)

Rent and rates (16,358)

Permit fee costs (3,298)

Debtor collection costs (1,414)

General (986)

Bank charges (500)

Total expenses (2,753,831)

Cash on hand 1,007,521

Appendix B Estimated Outcome Statement

Appendix C Remuneration Approval Report

Remuneration Approval Report

Subloo’s Pty Ltd (In Liquidation) ACN 085 009 592 (‘the Company’)

Contents

This remuneration approval report provides you with the information you need to be able to make an informed

decision regarding the approval of our remuneration for undertaking the Creditors’ Voluntary Liquidation of

Subloo’s Pty Ltd.

This report has the following information included:

Part 1: Declaration 3

Part 2: Executive Summary 3

Part 3. Remuneration 3

3.1 Remuneration claim resolutions 3

3.2 Details of remuneration 4

3.3 Total remuneration reconciliation 4

3.4 Likely Impact on Dividends 4

Part 4: Queries 5

Part 5: Approval of remuneration 5

Schedule A: Remuneration Summary 14 March 2016 to 23 November 2018 6

Schedule B: Resolution 1 Table of major tasks for remuneration 7

Schedule C: Resolution 2 Table of major tasks for remuneration 10

What do you need to do next?

You should read this report and the other documentation that we have sent you and then attend the meeting of

creditors in order to voice your opinion by casting your vote on the resolutions put to the meeting. The meeting

will also give you an opportunity to ask any questions that you may have.

Alternatively, you are also able to appoint a representative to attend on your behalf by lodging a proxy form.

Lodging a specific proxy form allows you to specify how your proxy must vote. Lodging a general proxy form

allows your representative to choose how your vote is exercised.

Information about the meeting of creditors is provided at part 5 of this report.

If you have any questions or need any assistance, please contact Nathan Bleakley on (07) 3222 0449 or via

email on nathan.bleakley@au.gt.com.

Part 1: Declaration

I, Shaun McKinnon, of Grant Thornton Australia Limited have undertaken a proper assessment of this

remuneration claim for our appointment as Joint and Several Liquidators of Subloo’s Pty Ltd in accordance with

the law and applicable professional standards. I am satisfied that the remuneration claimed is in respect of

necessary work, properly performed, or to be properly performed, in the conduct of the Creditors Voluntary

Liquidation.

Part 2: Executive Summary

The total remuneration for this liquidation is estimated to be $323,000.00 (excluding GST).

This has increased from our previous estimates because of:

1. The protracted nature of the sale of the Innisfail business. This business was sold for $615k and resulted in the employees (and their associated outstanding employee entitlements) associated with that business being transferred to a third party;

2. The continued trading costs associated with the Innisfail business to facilitate its sale as a going concern (and generating the related gross trading profit of $138k);

3. Recovery and sale of property, plant and equipment located in New Zealand totalling c$231k; 4. Negotiation and sale of bins directly to Moreton Bay Regional Council for $385k (against an estimated

valuation amount of $350k); 5. Successful recovery of a preferential payment against the Australian Taxation Office totalling

$150,000; 6. Attempted recovery of transactions against a related entity located in Cambodia that were ultimately

unsuccessful; 7. The significant work in completing the distribution model to allocate the funds appropriately to the

various asset and creditor pools and seeking legal advice on that model; 8. Engaging with ANZ in relation to the proposed distribution model; 9. Engaging with FEG in relation to the proposed distribution model and responding to the queries in

relation to it; and 10. Responding to ATO information requests regarding actions taken by them against the director.

Remuneration currently claimed and previously approved for the liquidation is summarised below:

Period Report Reference

Amount (ex GST)

Current Remuneration claim:

Resolution 1: 14 March 2016 to 23 November 2018

Resolution 2: 24 November 2018 to Finalisation*

Total – Current Claim

3.1, Sch B

3.1, Sch C

$175,000.00

$78,000.00

$253,000.00

Past remuneration approved:

14 March 2016 to Finalisation

Total past remuneration approved

$70,000.00

$70,000.00

TOTAL remuneration claimed and approved $323,000.00

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

Please refer to report section references detailed in the above table for full details of the calculation and

composition of the remuneration approval sought.

Part 3. Remuneration

3.1 Remuneration claim resolutions

We will be seeking approval of the following resolutions to approve our remuneration. Details to support these

resolutions are included in section 3.2 and in the attached Schedules.

Resolution 1 from 14 March 2016 to 23 November 2018

“That the remuneration of the Liquidators for the period from 14 March 2016 to 23 November 2018 is determined at a sum equal to the costs of time spent by the Liquidator, and his partners and staff, calculated in accordance with the Liquidators’ firm’s hourly rates, be increased by $175,000.00 exclusive of GST from $70,000.00 to $245,000.00, and that the Liquidator can draw the remuneration on a monthly basis or as required, from assets of the Company.”

Resolution 2 from 24 November 2018 to Finalisation

“That the remuneration of the Liquidators for the period from 24 November 2018 to Finalisation is determined at a sum equal to the costs of time spent by the Liquidator, and his partners and staff, calculated in accordance with the Liquidators’ firm’s hourly rates that will be increased at a rate of 3% at 1 July each year, up to a capped amount of $78,000.00 exclusive of GST and outlays, and that the Liquidator can draw the remuneration on a monthly basis or as required, from assets of the Company.”

3.2 Details of remuneration

The basis of calculating the remuneration claims are summarised below and the details of the major tasks

performed are included in sections 3.2 and in the attached Schedules.

Resolution 1 from 14 March 2016 to 23 November 2018

Schedule A sets out the expected costs for the major tasks performed by the Joint and Several Liquidators and

our staff for the period 14 March 2016 to 23 November 2018 during the liquidation, which is the basis of the

Resolution 1 claim. More detailed descriptions of the tasks likely to be performed within each task area,

matching the amounts below, are contained in Schedule B.

Resolution 2 from 24 November 2018 to Finalisation

The below table sets out the expected costs for the major tasks likely to be performed by the Joint and Several

Liquidators and our staff for the period 24 November 2018 to Finalisation which is the basis of the Resolution 2

claim. More detailed descriptions of the tasks likely to be performed within each task area, matching the

amounts below, are contained in Schedule C.

Total ($) Task Area

Administration Statutory Creditors Dividends

Total estimate $78,000.00 $10,000 $10,000 $18,000 $40,000

GST $7,800.00

Total (Incl. GST) $85,800.00

3.3 Total remuneration reconciliation

Creditors have previously approved our prospective remuneration of $70,000 for the liquidation. At this point in

time we estimate that the total remuneration for this appointment will be $323,000. Our remuneration has

therefore exceeded the cap of $70,000 and in this report, we are now seeking approval of a further capped

amount of $253,000 to enable us to complete the liquidation. We note that we have incurred a total of $454,169,

so a total of $209,169 will be applied as a discount of our costs to creditors.

We have provided an explanation of tasks remaining to be completed, including our estimated costs to complete

those tasks, to support our current remuneration approval request, at section 3.2 of the report and in Schedule

C.

In preparing this remuneration approval report, we have made our best estimate at what we believe the

Creditors Voluntary Liquidation will cost to complete and we do not anticipate that we will have to ask creditors

to approve any further remuneration. However, should the Creditors Voluntary Liquidation not proceed as

expected we will advise creditors and we may seek approval of further remuneration and provide details on why

the remuneration has changed.

3.4 Likely Impact on Dividends

The Corporations Act sets the order for payment of claims against the company and it provides for remuneration

of the Joint and Several Liquidators to be paid in priority to other claims. This ensures that when there are

sufficient funds, the Joint and Several Liquidators receive payment for the work done to recover assets,

investigate the company’s affairs, report to creditors and ASIC and distribute any available funds. Even if

creditors approve our remuneration, this does not guarantee that we will be paid, as we are only paid if sufficient

assets are recovered.

Any dividend to creditors will also be impacted by the amount of assets that we are able to recover and the

amount of creditor claims that are admitted to participate in any dividend, including any claims by priority

creditors such as employees.

As per our Report to Creditors, an estimated dividend between 84.5c/$ and 87.6c/$ will be available for priority creditors and specifically, wages and superannuation. A final dividend between 3.6c/$ and 3.8c/$ will be available to the ANZ, under their secured debt claim. We do not expect a dividend will become available to priority creditors.

Part 4: Queries

If you have any queries in relation to the information in this report, please contact Nathan Bleakley of my office

at nathan.bleakley@au.gt.com or on (07) 3222 0449.

You can also access information which may assist you on the following websites:

ARITA at www.arita.com.au/creditors

ASIC at www.asic.giv.au (search for “insolvency information sheets”).

Part 5: Approval of remuneration

In summary, approval of the following proposals is being sought:

Resolution 1: “That the remuneration of the Liquidators for the period from 14 March 2016 to 23 November 2018 is determined at a sum equal to the costs of time spent by the Liquidator, and his partners and staff, calculated in accordance with the Liquidators’ firm’s hourly rates, be increased by $175,000.00 exclusive of GST from $70,000.00 to $245,000.00, and that the Liquidator can draw the remuneration on a monthly basis or as required, from assets of the Company.”

Resolution 2: “That the remuneration of the Liquidators for the period from 24 November 2018 to Finalisation is determined at a sum equal to the costs of time spent by the Liquidator, and his partners and staff, calculated in accordance with the Liquidators’ firm’s hourly rates that will be increased at a rate of 3% at 1 July each year, up to a capped amount of $78,000.00 exclusive of GST and outlays, and that the Liquidator can draw the remuneration on a monthly basis or as required, from assets of the Company.”

Further details of the meeting are included within the Report to Creditors as well as in other appendices.

Schedule A: Remuneration Summary 14 March 2016 to 23 November

2018

IPAA Tasks

Administration Assets Creditors Investigations Statutory Trade On Dividends

Employee Position

$/Hr excl. GST

Total Hours

Total Cost excl.

GST ($) Hrs ($) Hrs ($) Hrs ($) Hrs ($) Hrs ($) Hrs ($) Hrs ($)

Graham Killer Partner 600 2.0 1,200 - - - - 2.0 1,200 - - - - - - - -

Shaun McKinnon Partner 589 188.7 111,153 85.0 49,739 41.1 23,889 36.0 21,590 20.6 12,360 6.0 3,575 - - - -

Andre Lakomy Partner 560 9.9 5,544 1.0 560 7.0 3,920 0.4 224 - - - - 1.5 840 - -

David Trehy Manager 520 0.6 312 0.6 312 - - - - - - - - - - - -

Cameron Crichton Manager 505 2.0 1,010 - - 2.0 1,010 - - - - - - - - - -

Anthony Jonsson Partner 495 25.2 12,468 3.0 1,456 1.6 786 0.8 396 16.3 8,133 2.9 1,407 0.6 291 - -

Gerry Mier Manager 464 0.4 186 0.4 186 - - - - - - - - - - - -

Colm Dolan Manager 455 102.8 46,774 0.7 319 0.2 91 6.0 2,730 2.6 1,183 0.5 228 - - 92.8 42,224

Holly Millman Manager 384 0.7 269 - - 0.7 269 - - - - - - - - - -

Aaron Previte Senior

Associate 361 131.0 47,333 11.0 4,061 97.1 34,695 12.3 4,662 10.4 3,841 - - 0.2 75 - -

Olivia Van Wensveen Manager 330 0.3 99 0.3 99 - - - - - - - - - - - -

Matthew Mullen Associate 326 178.2 58,159 13.8 4,564 68.1 22,059 36.0 11,686 37.8 12,565 3.5 1,127 11.7 3,769 7.3 2,389

Zac Dullard Associate 322 2.7 870 1.2 355 0.5 140 1.0 375 - - - - - - - -

Eva Petalio Associate 270 0.7 189 0.7 189 - - - - - - - - - - - -

Samuel Therkelsen Associate 268 23.8 6,377 10.4 2,734 0.6 147 0.8 196 12.0 3,300 - - - - - -

Wesley Eccles Associate 235 279.0 65,684 61.4 14,508 74.9 17,943 70.7 16,787 37.8 8,357 5.5 1,332 28.7 6,759 - -

Nathan Bleakley Associate 220 9.3 2,046 0.2 44 - - 9.1 2,002 - - - - - - - -

Kegan Nash Associate 220 0.2 44 0.2 44 - - - - - - - - - - - -

Benjamin Sanders Associate 220 0.3 66 0.3 66 - - - - - - - - - - - -

Gregory Koumoukelis Associate 215 4.9 1,054 4.9 1,054 - - - - - - - - - - - -

Isabel Lutvey Associate 214 33.9 7,245 0.6 114 1.8 375 6.6 1,287 - - - - 0.3 57 24.6 5,412

Monica Tilbrook Associate 188 25.8 4,850 4.5 888 0.1 20 - - 21.2 3,942 - - - - - -

Tanya Brown EA/PA 187 30.5 5,719 26.2 4,895 - - 1.5 293 - - 2.8 532 - - - -

Sarah Coulthard Vacationer 185 3.5 648 3.5 648 - - - - - - - - - - - -

Lynelle Guerin EA/PA 180 111.1 20,040 40.9 7,380 5.9 1,062 0.8 145 3.3 594 5.7 1,036 54.3 9,788 0.2 36

Jacqueline Earl Associate 180 3.3 595 2.3 415 1.0 180 - - - - - - - - - -

Denise Rutherford Associate 180 1.6 288 1.6 288 - - - - - - - - - - - -

Jaynie Mills Associate 180 0.1 18 0.1 18 - - - - - - - - - - - -

Daniel Ross Associate 175 1.5 263 - - - - - - 1.5 263 - - - - - -

Charl Van Den Berg Associate 172 9.1 1,564 0.3 51 - - - - - - - - 8.8 1,513 - -

Megan Grainger Associate 141 157.6 22,255 15.3 2,166 43.5 6,168 50.5 7,283 7.6 1,080 1.3 169 39.4 5,390 - -

Sarah Campbell Vacationer 135 0.5 68 - - - - - - 0.5 68 - - - - - -

Theresa McIntyre Associate 135 4.7 635 0.3 41 - - 4.4 594 - - - - - - - -

Jena Fraser EA/PA 135 0.1 14 0.1 14 - - - - - - - - - - - -

Jennifer Cunningham Vacationer 131 1.8 237 0.2 27 - - - - 1.3 169 - - 0.3 41 - -

Rebecca Eade Vacationer 130 3.1 403 2.8 364 - - 0.3 39 - - - - - - - -

Tina Newham Vacationer 130 0.3 39 0.3 39 - - - - - - - - - - - -

Anita Pleuger Associate 129 5.4 697 5.4 697 - - - - - - - - - - - -

Kim Lonie Associate 125 10.3 1,288 1.3 163 2.7 338 3.4 425 - - 1.9 238 1.0 125 - -

Vicki Clarke Associate 121 40.6 4,895 27.0 3,280 3.0 345 5.5 679 - - - - 5.1 591 - -

Elaine Milton Vacationer 118 2.0 235 2.0 235 - - - - - - - - - - - -

Brittany Rach Associate 105 135.6 14,177 23.6 2,640 4.8 576 63.9 6,504 17.0 1,799 4.2 465 22.1 2,195 - -

Lachlan Malcolm Vacationer 100 10.0 1,000 10.0 1,000 - - - - - - - - - - - -

Emma Kleyn Vacationer 90 4.0 360 4.0 360 - - - - - - - - - - - -

Shaz Madden Vacationer 90 0.2 18 0.2 18 - - - - - - - - - - - -

Kayla Parkinson Vacationer 89 14.6 1,297 0.9 95 0.1 11 4.5 383 1.6 168 - - 7.5 642 - -

Ellie Stevens Vacationer 85 6.4 544 - - - - 5.4 459 - - - - 1.0 85 - -

Jodie Geck Vacationer 79 25.5 2,006 11.9 946 7.4 578 5.6 439 0.3 21 - - 0.3 23 - -

Ryan Mendiolea Vacationer 75 18.5 1,388 - - 10.8 810 - - 7.7 578 - - - - - -

Lachlan McKinstry Vacationer 70 2.2 154 2.2 154 - - - - - - - - - - - -

Ronelle Clarke Vacationer 25 16.0 400 16.0 400 - - - - - - - - - - - -

1,642.5 454,169 398.6 107,619 374.9 115,410 327.5 80,374 199.5 58,418 34.3 10,106 182.8 32,182 124.9 50,061

Less: Fees drawn and admitted to date (70,000)

Less: Discount (209,169)

Total claimed 175,000

Schedule B: Resolution 1 Table of major tasks for remuneration

The below table provides a description of the work undertaken in each major task area for the period 16 March

2016 to 23 November 2018.

Task Area General Description Includes

Assets

374.9 hrs

$115,410

Sale of Business as a Going

Concern

Preparing an information memorandum

Liaising with purchasers

Internal meetings to discuss/review offers received

Plant and Equipment Liaising with valuers, auctioneers and interested

parties

Reviewing asset listings

Sale of Real Property Liaising with valuers, agents, and strata agent

Attendance at auction

Assets subject to specific

charges

All tasks associated with realising a charged asset

Debtors Correspondence with debtors

Reviewing and assessing debtors’ ledgers

Liaising with debt collectors and solicitors

Stock Conducting stock takes

Reviewing stock values

Liaising with purchasers

Other Assets Tasks associated with realising other assets

Leasing Reviewing leasing documents

Liaising with owners/lessors

Tasks associated with disclaiming leases

Creditors

327.4 hrs

$80,374

Creditor Enquiries, Requests &

Directions

Receive and respond to creditor enquiries

Maintaining creditor request log

Review and prepare initial correspondence to

creditors and their representatives

Documenting

Considering reasonableness of creditor requests

Obtaining legal advice on requests

Documenting reasons for complying or not

complying with requests or directions

Compiling information requested by creditors

Retention of Title Claims Search to the PPSR register

Notify PMSI creditors identified from PPSR register

Receive initial notification of creditor’s intention to

claim

Meeting claimant on site to identify goods

Adjudicate retention of title claim

Forward correspondence to claimant notifying

outcome of adjudication

Secured creditor reporting Notifying PPSR registered creditors of appointment

Preparing reports to secured creditor

Responding to secured creditor’s queries

Creditor reports Preparing Statutory Report by Liquidator -

investigation, meeting and general reports to

creditors

Dealing with proofs of debt Receipting and filing POD when not related to a

dividend

Corresponding with OSR and ATO regarding POD

when not related to a dividend

Meeting of Creditors Preparation of meeting notices, proxies and

advertisements

Forward notice of meeting to all known creditors

Preparation of meeting file, including agenda,

certificate of postage, attendance register, list of

Task Area General Description Includes

creditors, reports to creditors, advertisement of

meeting and draft minutes of meeting.

Preparation and lodgement of minutes of meetings

with ASIC

Responding to stakeholder queries and questions

immediately following meeting

Proposals to Creditors Preparing proposal notices and voting forms

Forward notice of proposal to all known creditors

Reviewing votes and determining outcome of

proposal

Preparation and lodgement of proposal outcome

with ASIC

Shareholder enquiries Initial day one letters

ITAA Section 104-145(1) declarations

Responding to any shareholder legal action

Priority creditors

Receive and follow up employee enquiries via

telephone

Maintain employee enquiry register

Review and prepare correspondence to creditors

and their representatives via facsimile, email and

post

Preparation of letters to employees advising of their

entitlements and options available

Receive and prepare correspondence in response to

employee’s objections to leave entitlements

Calculating employee entitlements

Reviewing employee files and company’s books and

records

Reconciling superannuation accounts

Reviewing awards

Liaising with solicitors regarding entitlements

FEG Correspondence with FEG

Preparing notification spreadsheet

Preparing FEG quotations

Completing FEG questionnaires

Trade On

182.8 hrs

$32,182

Trade On Management Liaising with suppliers

Liaising with management and staff

Attendance on site

Liaising with superannuation funds regarding

contributions, termination of employees’

employment

Liaising with OSR regarding payroll tax issues

Processing receipts and

payments

Entering receipts and payments into accounting

system

Investigation

199.5 hrs

$58,418

Conducting investigation Collection of company books and records

Correspondence with ASIC to receive assistance in

obtaining reconstruction of financial statements,

company’s books and records and Report as to

Affairs

Reviewing company’s books and records

Review and preparation of company nature and

history

Conducting and summarising statutory searches

Preparation of comparative financial statements

Preparation of deficiency statement

Review of specific transactions and liaising with

directors regarding certain transactions

Liaising with directors regarding certain transactions

Preparation of investigation file

Lodgement of investigation with the ASIC

Task Area General Description Includes

Preparation and lodgement of supplementary report

if required

Examinations Preparing brief to solicitor

Liaising with solicitor(s) regarding examinations

Attendance at examination

Reviewing examination transcripts

Liaising with solicitor(s) regarding outcome of

examinations and further actions available

Litigation / Recoveries Internal meetings to discuss status of litigation

Preparing brief to solicitors

Liaising with solicitors regarding recovery actions

Attending to negotiations

Attending to settlement matters

ASIC reporting Preparing statutory investigation reports

Preparing affidavits seeking non-lodgement

assistance

Liaising with ASIC

Dividend

124.6 hrs

$50,061

Processing proofs of debt Preparation of correspondence to potential creditors

inviting lodgement of POD

Receipt of POD

Dividend procedures Preparation of correspondence to creditors advising

of intention to declare dividend

Preparation of dividend calculation

Administration

398.6 hrs

$107,619

Correspondence

Document maintenance/file

review/checklist

First month, then six monthly administration reviews

Filing of documents

File reviews

Updating checklists

Insurance Identification of potential issues requiring attention of

insurance specialists

Correspondence with insurer regarding initial and

ongoing insurance requirements

Reviewing insurance policies

Correspondence with previous brokers

Bank account administration Preparing correspondence opening and closing

accounts

Requesting bank statements

Bank account reconciliations

Correspondence with bank regarding specific

transfers

ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505,

524, 911 etc

Correspondence with ASIC regarding statutory

forms

ATO and other statutory

reporting

Notification of appointment

Preparing BAS

Completing group certificates

Finalisation Notifying ATO of finalisation

Cancelling ABN / GST / PAYG registration

Completing checklists

Finalising WIP

Planning / Review Discussions regarding status of administration

Books and records / storage Dealing with records in storage

Sending job files to storage

Statutory Report Preparation and editing of statutory liquidation report

Task Area General Description Includes

34.3 hrs

$10,106

ASIC Form 524 and other forms Preparing and lodging ASIC forms including 524, 533, 5601 etc.

Review of ASIC forms including 505, 533, 5601, etc.

Correspondence with ASIC regarding statutory forms

Total $454,169

Schedule C: Resolution 2 Table of major tasks for remuneration

The below table provides a description of the work likely to be undertaken in each major task area for the period

from 19 November 2018 to finalisation.

Task Area General Description Includes

Creditors

$18,000.00

Priority Creditors Receive and respond to priority creditor enquiries

Calculation of specific entitlements

Referring to FEG/employee claims

Meeting of Creditors Preparation of meeting notices, proxies and advertisements

Dividend

$40,000.00

Documentation/Dealing with creditors

Receipting and filing POD related to dividend

Dividend procedures Preparation of correspondence to creditors advising of intention to declare dividend for creditor meeting

Reviewing calculation of dividends

Making payments to priority creditors

Administration

$10,000.00

Correspondence General Correspondence

Document maintenance/file review/checklist

Filing of documents

File reviews

Updating checklists

Bank account administration Requesting bank statements

Bank account reconciliations

ATO and other statutory reporting

Reviewing ATO correspondence

Correspondence with ATO

Planning / Review Discussions regarding status of administration

Books and records / storage Dealing with records in storage

Sending job files to storage

Archiving

Statutory

$10,000

ASIC Form 524 and other forms

Preparing and lodging ASIC forms including 524, 533, 5601 etc

Review of ASIC forms including 505, 533, 5601, etc

Correspondence with ASIC regarding statutory forms

Lodgement Lodgement of creditor meeting minutes

Complying with statutory obligations

[Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389] ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation.

grantthornton.com.au © 2018 Grant Thornton Australia Limited.

Appendix D Notice of Meeting and Other Meeting Information

PInsolvency Practice Rules

75-15 - 75-35 Corporations Act 2001

NOTICE OF MEETING OF CREDITORS OF COMPANY

Subloo’s Pty Ltd (In Liquidation)

ACN 085 009 592 (“the Company”)

Notice Notice is hereby given that a meeting of creditors of the Company will be held at Grant Thornton, Level 18, 145 Ann Street, Brisbane, Queensland 4000 on Wednesday, 19 December 2018 at 12pm.

Agenda The purpose of the meeting is to:

To receive and consider the report from the Joint and Several Liquidators

To determine the remuneration of the Joint and Several Liquidators

To fix the future remuneration of the Joint and Several Liquidators

Attending and voting at the meeting Creditors are invited to attend the meeting, however they are not entitled to participate and vote at a meeting unless: Proof of debt: They have lodged with the Joint and Several Liquidator particulars of the debt or claim and the claim has been

admitted, wholly or in part, by the Joint and Several Liquidator. If a proof of debt has already been lodged, they do not need to do so again. Refer to Note 1 for further guidance on entitlement to vote. Proxies or attendance: They are present in person or validly represented by proxy, attorney or an authorised person under

s250D of the Corporations Act. If a corporate creditor or represented, a proxy form, power of attorney or evidence of appointment of a company representative pursuant to Section 250D of the Corporations Act 2001 (“the Act”) must be validly completed and provided to the Joint and Several Liquidator at or before the meeting. A proxy is only valid for a particular meeting and will need to be resubmitted even if previously provided. To enable sufficient time to review, proofs of debt and proxies (or document authorising the representation) should be submitted to Nathan Bleakley on nathan.bleakley@au.gt.com or Level 18, King George Central, 145 Ann Street, Brisbane QLD 4000 by no later than 4:00PM on 18 December 2018. If you choose to return these documents, please allow sufficient time for the documents to be received prior to the due date.

Electronic facilities I do not intend to make electronic facilities available for this meeting. You may request electronic facility be made available by contacting Nathan Bleakley of this office on +61 7 3222 0449 or nathan.bleakley@au.gt.com. Any further queries regarding this matter may also be directed to Nathan Bleakley of our office. Dated 27 November 2018

Shaun McKinnon Joint and Several Liquidator Level 18, King George Central 145 Ann Street Brisbane QLD 4000

Note 1: Entitlement to vote and completing proofs IPR (Corp) 75 85 Entitlement to vote at meetings of creditors

(1) A person other than a creditor (or the creditor’s proxy or attorney) is not entitled to vote at a meeting of creditors. (2) Subject to subsections (3), (4) and (5), each creditor is entitled to vote and has one vote. (3) A person is not entitled to vote as a creditor at a meeting of creditors unless:

(a) his or her debt or claim has been admitted wholly or in part by the external administrator; or (b) he or she has lodged, with the person presiding at the meeting, or with the person named in the notice convening

the meeting as the person who may receive particulars of the debt or claim: (i) those particulars; or (ii) if required—a formal proof of the debt or claim.

(4) A creditor must not vote in respect of: (a) an unliquidated debt; or (b) a contingent debt; or (c) an unliquidated or a contingent claim; or (d) a debt the value of which is not established;

unless a just estimate of its value has been made. (5) A creditor must not vote in respect of a debt or a claim on or secured by a bill of exchange, a promissory note or any

other negotiable instrument or security held by the creditor unless he or she is willing to do the following: (a) treat the liability to him or her on the instrument or security of a person covered by subsection (6) as a security in

his or her hands; (b) estimate its value; (c) for the purposes of voting (but not for the purposes of dividend), to deduct it from his or her debt or claim.

(6) A person is covered by this subsection if: (a) the person’s liability is a debt or a claim on, or secured by, a bill of exchange, a promissory note or any other

negotiable instrument or security held by the creditor; and (b) the person is either liable to the company directly, or may be liable to the company on the default of another

person with respect to the liability; and (c) the person is not an insolvent under administration or a person against whom a winding up order is in force.

FORM 532 Corporations Act 2001

Regulation 5.6.29

Subloo’s Pty Ltd (In Liquidation) ACN 085 009 592 (the Company)

APPOINTMENT OF PROXY

I/We (1) _____________________________________________________________________________ of

_________________________________________________________________________________________________

a creditor/member of Subloo’s Pty Ltd (In Liquidation) appoint

(2)_____________________________________________ or in his/her absence

(3) _____________________________________________as my/our general/special proxy to vote at the meeting of creditors to be held on Wednesday, 19 December 2018 at 12pm or at any adjournment of that meeting.

Special Proxy Resolution Instructions Type For Against Abstain

Resolution 1: “That the remuneration of the Liquidators for the period from 14 March 2016 to 23 November 2018 is determined at a sum equal to the costs of time spent by the Liquidator, and his partners and staff, calculated in accordance with the Liquidators’ firm’s hourly rates, be increased by $175,000.00 exclusive of GST from $70,000.00 to $245,000.00, and that the Liquidator can draw the remuneration on a monthly basis or as required, from assets of the Company.”

Ordinary

Resolution 2: “That the remuneration of the Liquidators for the period from 24 November 2018 to Finalisation is determined at a sum equal to the costs of time spent by the Liquidator, and his partners and staff, calculated in accordance with the Liquidators’ firm’s hourly rates that will be increased at a rate of 3% at 1 July each year, up to a capped amount of $78,000.00 exclusive of GST and outlays, and that the Liquidator can draw the remuneration on a monthly basis or as required, from assets of the Company.”

Ordinary

DATED this ___________ day of ________________________ 20

(4) Signature ___________________________________

Notes:

(1) If a firm strike out "I" and set out the full name of the firm.

(2) Insert the name of the person appointed.

(3) If a special proxy, “add the words ‘to vote for’ or the words ‘to vote against’ and specify the particular resolution”.

(4) If the creditor is a sole trader, sign in accordance with the following example: “A.B., proprietor”.

If the creditor is a partnership, sign in accordance with the following example: “A.B., a partner of the said firm.”

If the creditor is a company, then the form of proxy must be under its Common Seal or under the hand of some officer duly authorised in that capacity, and the fact that the officer is so authorised must be stated in accordance with the following example: “for the company, A.B.” (duly authorised under the Seal of the Company).

Proxy forms should have been completed and returned by no later than 4:00pm on Tuesday, 18 December 2018 to be eligible to vote at the meeting.

RETURN TO: Subloo’s Pty Ltd (In Liquidation)

Care of: Grant Thornton Australia Limited

Address: GPO Box 1008, Brisbane QLD 4001

Phone: (07) 3222 0244

Fax: (07) 3222 0446

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

ACN 085009592

FORM 535

Subregulation 5.6.49(2)

Corporations Act (2001)

FORMAL PROOF OF DEBT OR CLAIM

(GENERAL FORM)

To the Liquidators of Subloo’s Pty Ltd (In Liquidation)

1 This is to state that the company was on 14 March 2016 (date of court order in winding up by the Court, or date of resolution to wind up, if a voluntary winding up), and still is, justly and truly indebted to:

_________________________________________________________

(full name and address of the creditor and, if applicable, the creditor's partners. If prepared by an employee or

agent of the creditor, also insert a description of the occupation of the creditor) for

$_______________and______cents.

Date Consideration (state how the

Debt arose)

Amount

$ c

Remarks (include details of

voucher substantiating

payment)

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

Date Drawer Acceptor Amount $c Due Date

3 * I am employed by the creditor and authorised in writing by the creditor to make this statement. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied.

4 * I am the creditor's agent authorised in writing to make this statement in writing. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied.

........................................... Dated Signature Occupation: Phone: Address: Email:

Subloo’s Pty Ltd

(In Liquidation)

ACN 065009592

QUESTIONS TO BE RAISED AT THE MEETING OF CREDITORS

TO: SHAUN MCKINNON

FAX NO: (07) 3222 0446

FROM:

CREDITOR:

QUESTIONS

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________