their capacities as joint and several Voluntary Administrators of ...

IN THE SUPREME COURT OF VICTORIA AT MELBOURNECOMMERCIAL AND EQUITY DIVISIONCOMMERCIAL COURTCORPORATIONS LISTs cl 201 2 5485IN THE MATTER OF GUNNS PLANTATIONS LIMITED (ADMINISTRATORSAPPOINTEDXRECEIVERS & MANAGERS APPOINTEDXACN 091 232 209) in itscapacity as the responsible entity of the managed investment schemes listed inSchedule IDANIEL MATHEW BRYANT, IAN MENZIES CARSON and CRAIG DAVID CROSBIE (intheir capacities as joint and several Voluntary Administrators of GUNNSpLANTATTONS LtMtTED (ADMTNTSTRATORS APPOINTEDXRECEIVERS & MANAGERSAPPOTNTEDXACN 09',1 232 209llFirst PlaintiffsandGUNNS PLANTATTONS L¡M|TED (ADMTNTSTRATORS APPO¡NTEDXRECEIVERS &MANAGERS APPOINTEDXACN 091 232 209) in its capacity as the responsible entityof the managed investment schemes listed in Schedule 1 and ors as set out inSchedule 2Second PlaintiffsINTERLOCUTORY PROCESSDate of document:Filed on behalf of:Prepared by:ARNOLD BLOCH LEIBLERLawyers and AdvisersLevel 21333 Collins StreetMELBOURNE 3OOO26 November 2012the PlaintiffsSolicitor's Code: 54DX 38455 MelbourneTel: 9229 9999Fax: 9229 9900Ref: 01-1740130(Justin Vaatstra - ivaatstra@abl.com.au)A. DETAILS OF INTERLOCUTORY APPLICATIONThis application is made under sections 447A, 447D and 4438 of the Corporations Act 2001(Cth) (the Act) and in the inherent jurisdiction of the Court.1in the supporting affidavit of Daniel Mathew Bryant dated 26 Novemberapply for the following relief:-

2IAn order pursuant to section 447A(1) of the Act that Part 5.34 of the Act is to operatein relation to Gunns Plantations Limited (Administrators Appointed)(Receivers &Managers Appointed) (GPL) and such other of the companies listed in Schedule 2hereto that are lessees or sub-lessees of land (Scheme Lessee Companies) used,occupied or in the possession of GPL in its capacity as responsible entity of, and forthe purposes of the operation of, the managed investment schemes listed inSchedule t hereto, save for the Gunns Plantations Winegrape Project 2004 (ARSN108 955 193), Gunns Plantations Winegrape Project 2005 (ARSN 114 011 737),Gunns Plantations Limited Winegrape Project 2007 (ARSN 123 393 528) (theForestry Schemes), as if section 4438(2)(a) of the Act provided in relation to GPLand the each of the Scheme Lessee Companies "that begins after3l January 2013or the date of the meetings of the creditors of the companies listed in Schedule 2 (theGunns Group Companies) to be convened under section 4394 of the Act,whichever is earlier."2An order pursuant to section 447A(1) of the Act that Pad 5.34 of the Act is to operatein relation to GPL and the Scheme Lessee Companies as if section aa3B(3) of theAct provided in relation to GPL and the Scheme Lessee Companies "by 31 January2013 or the date of the meetings of creditors of the Gunns Group Companies to beconvened under section 439A of the Act, whichever is earlier, the Administrators maygive to the owner or /essor a notice that specifies fhe properiy and sfafes that thecompany does not propose to exercise rights in relation to the propefty."3A direction pursuant to section 447D(1) of the Act that the First Plaintiffs (theAdministrators) are justified in caring for, protecting, preserving and, wherenecessary, realising the assets and/or property, including the trees (the Scheme-Pro_perty), of each of the Forestry Schemes, including by undertaking necessarymanagand maintenance in respect of the Scheme PropertyA dire pursuant to section 447D(1) of the Act that the Administrators are justified.in out their duties as Administrators of GPL and proceeding on the basis thatif incur reasonable expenditure in the care, protection, preservation and/orrealisation of the Scheme Property, including by undertaking necessary managementand maintenance in respect of the Scheme Property, the Administrators will beentitled to indemnify themselves for that expenditure and reasonable remunerationout of:(a) the Scheme Property;

3(b)the proceeds of sale of any Scheme Property of each of the ForestrySchemes;(c)the proceeds of any insurance claims in respect of each of the ForestrySchemes;whether present or future (together, the Lienable Property), and the Administratorswill be entitled to an equitable lien over the Lienable Property to secure thatindemnity in accordance with the principles in Re Universal Distributing Co Ltd (in liq)(1933)48 CLR 171 andlor the "salvage principle".5A direction pursuant to section 447D(1) of the Act that the Administrators are justifiedin treating lessors who are owed rent or other amounts payable by GPL or otherScheme Lessee Companies under agreements made before the administrations ofGPL and the Scheme Lessee Companies began in respect of their use, occupationand possession of leasehold properties used in the Forestry Schemes (the Rent)and, in respect of which, but for orders 1 and 2 herein, the Administrators would havebeen personally liable under section 4438(2) of the Act, as being entitled to:(a) an indemnity out of the Lienable Property in respect of the Rent; and(b)an equitable lien over the Lienable Property to secure that indemnityaccordance with the principles in Re Universal Distributing Co Ltd (in liq)(1933) 48 CLR 171andlor the "salvage principle".67AnA direction pursuant to section 447D(1) of the Act that the Administrators are justifiedand othenruise acting properly and reasonably by procuring GPL, in its capacity asthe responsible entity of the Forestry Schemes, to enter into and perform the Deed ofCompGuarantee,e in relation to the Maintenance Reserve Guarantees and the REcopy of which is Exhibit "DMB-43' to the Affidavit of Daniel MathewBryant affi 26 November 2012.at exhibits 'DMB-23" and "DMB-24" to the Affidavit of Daniel Mathewaffirmed 26 November 2012 be kept confidential and(a)be placed in a sealed envelope and marked "Confidential - not to beaccessed for inspection without order of a Judge or Associate Judge of thisCourt"; and

4(b)not be made available for inspection except so far as the Coutl otheruiseorders, andany application to inspect exhibits "DMB-23'and "DMB-24" lo the Affidavit of DanielMathew Bryant affirmed 26 November 2012 be referred to a Judge or AssociateJudge of the Court with three business days' notice thereof to be provided to thesolicitors for the Plaintiffs.IAn order that the Administrators post a copy of this interlocutory application, furtheramended originating process, and any order made in respect of it on the websitesthat are maintained by:(a) the Gunns Group of companies at www.qunns.com.au;(b) the Administrators at wrvw.ppbadvisory.com; and(c) the Administrators' lawyers at www.abl.com.au9An order that any person affected by the orders sought under this interlocutoryapplication, including any lessor of property leased by GPL, have liberty to apply on2 days notice.10 An order that the costs and expenses of this application be costs and expenses ofthe administration of GPL.11 Such further or other orders as the Court deems fitDATE: 26 November 2012ASoLD BLOCH LEIBLERrs for the PlaintiffsThis interlocutory aþ ion will be heard by Associate Justice Efthim in Court No.,Supreme Court, Floor of 436 Lonsdale Street, Melbourne at 2.15 pm on Wednesday28 Novem

5B. NOTICE TO DEFENDANTNot applicableC. APPLICATION FOR WINDING UP ON GROUND OF INSOLVENCYNot applicableD. FILINGThis interlocutory process is filed by Arnold Bloch Leibler of Level 21, 333 Collins Street,Melbourne, VlC, 3000, solicitors for the applicant.Date of filing: 2 6 ?'!CfV 2012YE. SERVICEThe plaintiffs'address for service is C/- Arnold Bloch Leibler, Level 21, 333 Collins Street,Melbourne, VlC, 3000.It is intended to serve a copy of this interlocutory process on(a) the Australian Securities and lnvestments Commission;(b)(c)(d)Mr Mark Korda and Mr Bryan Webster, in their capacity as the receivers andmanagers of the charged property of GPL;New Forests Asset Management Pty Ltd, the investment manager for theTrust Company Australia Ltd, in its capacity as trustee of the Forestrylnvestment ïrust;Mr Shaun Fraser and Mr Peter Anderson, in their capacity as the receiversand managers of the Australian Forestry Plantations Trust and the AustralianForestry Plantations Trust Number 2;(e) Forestry Tasmania; and(f)Tasmanian Farmers and Graziers Association

6SCHEDULE 1 - MANAGED INVESTMENT SCHEMES1 Gunns Plantations Woodlot Project 2000 ARSN 092 354 5352Gunns Plantations Woodlot Project 2001 ARSN 094 182 27934Gunns Plantations Woodlot Project 2002 ARSN 099 584 675Gunns Plantations Woodlot Project 2003 ARSN 104 2137105Gunns Plantations Woodlot Project 2004 ARSN 108 690 0806Gunns Plantations Woodlot Project 2005 ARSN 1 13 092 8547Gunns Plantations Limited Woodlot Project 2006 ARSN 1 18 534 1068IGunns Plantations Limited Woodlot Project 2008 ARSN 128 933 237Gunns Plantations Ltd Woodlot Project 2009 ARSN 135 490 29210 Gunns Plantations Winegrape Project 2004 ARSN 108 955 19311 Gunns Plantations Winegrape Project 2005 ARSN 114 011 73712 Gunns Plantations Limited Winegrape Project 2007 ARSN 123 393 52813 Great Southern Plantations 1998 ARSN 092 78020414 Great Southern Plantations 1999 ARSN 092 452 84915 Great Southern Plantations 2000 ARSN 085 669 36116 Great Southern Plantations 2001 ARSN 089 958 02917 Great Southern Plantations 2002 ARSN 095 343 96318 Great Southern Plantations 2003 ARSN 099 131 82519 Great Southern Plantations 2004 ARSN 107 811 70920 Great Southern Plantations 2005 ARSN 112 74487721 Great Southern Plantations 2006 ARSN 1 12 744 9O2

7SCHEDULE 2. COMPANIES IN THE GUNNS GROUPGUNNS L|M|TED (ACN 009 478148)2GUNNS NEW ZEALAND PTY LTD (ACN 069 051 378)3KAUR| TTMBER COMPANY LTD (ACN 004 085 714)4GUNNS FOREST PRODUCTS pTy LTD (ACN 004 208 904)5soRtsDALE PTY LTD (ACN 054 548 971)6WESLEY VALE ENGTNEERTNG pTy LTD (ACN 006 955 568)7INORTHERN FOREST TNVESTMENTS pTy LTD (ACN 009 493 707)KW|C PTY LTD (ACN 126 089 950)9AUSPINE LIMTTED (ACN 004 289 730)10s.E.A.S. PLANTATTONS pTy LTD (ACN 005 791 695)11souTH EAST AFFORESTATION SERVTCES PROPRTETARY LIM|TED (ACN 007898 259)12 AUSPTNE PLANTATTONS pTy LTD (ACN 002327 808)13 TTMBERSALES pROpRTETARY LtM|TED (ACN 004 848 864)14 SAPFOR TRADTNG PROPRTETARY L|M|TED (ACN 007 924 254)15 S.E.A.S. SAPFOR FORESTS pROpRtETARy L|M|TED (ACN 007 872120)'16 GTP ALEXANDRA PTY LTD (ACN 121 653 772)17 GTP HEYFTELD PTY LTD (ACN 000 041 814)18 GTP SOUTHWOOD pTy LTD (ACN 081 613 710)19 GUNNS PLANTATTONS L|M|TED (ACN 091 232209)20 GUNNS HOLDTNGS PTy LTD (ACN 009 520 085)21 GUNNS FTNANCE PTY LTD (ACN 091 861 700)

I22ASSOCTATED FOREST HOLDINGS PROPRIETARY LIMITED (ACN 004 352 078)2324TASMANTAN pULp & FOREST HOLDTNGS LtM|TED (ACN 009 488 733)TBVTC PTY LTD (ACN 004 161782)25EAST COAST PASTORAL CO PTY LTD (ACN 009 519 528)26GUNNS CONSOLTDATED TNVESTMENTS PTY LTD (ACN 128 619 045)2728TASMANTAN SOFTWOODS pTY LTD (ACN 009 501 786)S.E.A.S. ESTATES prY LTD (ACN 007 923 971)29MANNA HOLDTNGS pry LTD (ACN 008 008 197)30AUSPTNE TREE FARMS PTY LTD (ACN 100 307 373)31TASPTNE PTY LTD (ACN OO9 477 730)323334s.E.A.S. SAPFOR TNVESTMENT SERVTCES PROPRTETARY LtMtrED (ACN 008164 28e)s.E.A.S. SAPFOR HARVESTTNG PROPRIETARY LIMTTED (ACN 007 511 211)GTP CHTNA PTY LTD (ACN 093 919 414)3536GTP SEYMOUR PTY LTD (ACN 091 652 550)GTP HOLDTNGS PTY LTD (ACN 009 478 068)(ALL ADM N STRATORS APPO NTED) (THE GUNNS GROUP')