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Meeting of Creditors pursuant to Section 445F of the Corporations Act

Rewards Group Limited (RGL) Rewards Projects Limited (RPL) Rewards Land Pty Ltd (RLPL) Rewards Management Pty Ltd (RMPL) Rural Labour Pty Ltd (Rural Labour ) (Subject to Deed of Company Arrangement) (Some Receivers and Managers Appointed).

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Meeting of Creditors pursuant to Section 445F of the Corporations Act

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  1. Rewards Group Limited (RGL)Rewards Projects Limited (RPL)Rewards Land Pty Ltd (RLPL)Rewards Management Pty Ltd (RMPL) Rural Labour Pty Ltd (Rural Labour)(Subject to Deed of Company Arrangement)(Some Receivers and Managers Appointed) Meeting of Creditors pursuant to Section 445F of the Corporations Act 10.00 am WST, Tuesday, 19 April 2011

  2. Chairman’s Introduction

  3. Chairman’s Introduction • Administrators – Martin Jones, Andrew Saker and Darren Weaver • Appointed as Joint and Several Administrators on 16 May 2010 and subsequently appointed as Joint and Several Deed Administrators on 9 November 2010 • Receivers and Managers appointed on 20 May 2010 to Rewards Group Limited and Rewards Land Pty Ltd, and appointed on 1 June 2010 to Rewards Management Pty Ltd, Berry Packers Pty Ltd and Ord Packers Pty Ltd – McGrath Nicol • Meetings of the entities held concurrently • Martin Jones to act as Chairman

  4. Housekeeping • Please turn off all mobile phones during the meeting • Media will be asked to leave • Chairman will invite questions at appropriate time • All questions to be directed to Chairman • When asking a question, please clearly state your name and the name of the company you represent for the purposes of minutes for the meeting

  5. Introduction of meetings • Purpose of meetings • Concurrent meetings • Admission of proxies • Amount admitted – voting purposes only • Quorum • Voting and resolutions • Notice of meetings

  6. Independence, relationships and indemnities • No prior relationship with Company or related parties, or conflicts of Interest. • Funding Arrangements during Administration: • Facility Agreement between RGAG and the Administrators of RPL. • Crop and Finance Tripartite Deed between RGAG, the Administrators of RPL and FABAL. • Harvest and Access arrangement between Kimberley Produce and the Deed Administrators of RPL. • Advances from BlackTree Pty Ltd to the Administrators of RPL. • Funding from CBA and Investec Bank.

  7. Options Available to Creditors at Meeting • The following options are available to creditors for each respective company at this meeting: • That the DOCA be varied and the timeframe for critical events to be satisfied under the DOCA be extended to 29 July 2011; or • That the company should be wound up.

  8. Status of DOCA’s • Subsequent to the DOCA’s being approved by creditors a Deed of Forbearance (DoF) was entered into between the Group and the Receivers and Managers of RLPL and Ark, wherein NAB agreed not to dispose of the properties provided certain conditions were satisfied. • The Administrators’ statutory protection provided pursuant to Section 440C of the Act allowed the Administrators to maintain possession of the properties notwithstanding the termination of the leases by the Receivers and Managers. As a condition of the DoF, vacant possession of the properties was provided to the Receivers and Managers on 20 October 2010. The Receivers and Managers have been responsible for maintaining the properties since this time. • Pursuant to the terms of the DOCA’s the Deed Administrators were required to engage two (2) suitably qualified and independent property valuers to assess the market value of each property owned by the Group and Ark. These reports were received in January/February.

  9. Status of DOCA’s • Key condition of the DOCA’s required BlackTree and FABAL (or their nominees), to put forward conditional contracts of sale for the purchase of the properties by 8 November 2010 and for these contracts to become unconditional by 31 January 2011. These contracts were submitted, however did not become unconditional, as required under the DoF. Consequently, the Receivers and Managers terminated the DoF and now have the power to dispose of the properties. • Notwithstanding the termination of the DoF, RGAG was still encouraged to submit another proposal to NAB. This proposal was submitted 4 March 2011 in conjunction with an investment and management consortium (the Consortium). • This offer was rejected and NAB has decided to put the properties to the market for sale in whole or in part.

  10. Status of DOCA’s • Expressions of interest were requested by the Receivers and Managers for the horticultural assets by 25 March 2011 and 1 April 2011 for the forestry assets. • The Consortium has submitted an expression of interest and RGAG continues to work closely with the Consortium to acquire all the land assets of the Group’s MIS projects. • Ark’s DOCA was approved by creditors at a meeting held on 16 December 2010 and a variation to the DOCA to extend the timeframe for satisfaction of critical events to 29 July 2011 was approved by creditors at a meeting held on 31 March 2011.

  11. Trading by Deed Administrators • The harvests conducted by FABAL in relation to Tropical Fruit Schemes 2006 to 2008 have been concluded. The draft financial results received last week indicate that there are no surplus funds available to the Deed Administrators or Growers. We are currently reviewing the results. • The Deed Administrators have entered into an agreement with Kimberley Produce to conduct and in part fund the harvest of the red flesh grapefruit located on the Kununnurra properties. • The harvest commenced on 21 March 2011 and is anticipated to be completed around the end of May 2011 with approximately 1,200 tonnes of fruit to be harvested from the property leased to Rewards Projects Ltd.

  12. Proposed Variation to DOCA • The Group’s and Ark’s DOCA remain on foot despite the termination of the DoF. • The DOCA’s required\ that by 31 March 2011 amongst other conditions that satisfactory arrangements had to be made to facilitate the full repayment of the debts owed to NAB. • In view of the continuing interests in acquiring the properties and working towards preserving value for growers, RGAG has requested the Deed Administrators put forward a resolution to creditors that the timeframe for satisfaction of critical events of the respective DOCA’s be extended to 29 July 2011. • The above date is consistent with the extension approved by creditors of Ark on 31 March 2011 and the Receivers and Managers anticipated sale campaign timeframe, as we understand it.

  13. Deed Administrators’ Recommendation • The Deed Administrators recommend that creditors resolve toaccept the variation to extend the timeframe for critical events to be satisfied to 29 July 2011 for each entity of the Rewards Group for the following reasons: • The proposed variation allows further opportunity for RGAG and the Consortium to potentially put forward a revised proposal to NAB to satisfy its debt, or at the least, if the DOCA’s are extended, RGAG and the Consortium (at this point) wish to leave the existing proposal (or a proposal materially on terms with that proposed on 4 March 2011) open for acceptance by NAB. The proposed extension timeframe is consistent with Ark’s varied DOCA and the Receivers and Managers’ sale campaign. It is unknown as to whether the Receivers and Managers will receive any alternate proposals or offers as a result of their sale campaign and thus the existing or revised proposal from RGAG and the Consortium may be the best proposal available which is likely to provide a better return to creditors than if the Group was immediately placed into liquidation.

  14. Deed Administrators’ Recommendation • The Deed Administrators’ recommendation (cont): • In light of the Receivers and Managers’ sale campaign the proposed variation of the DOCA’s may create competitive tension in the market which may maximise the value realised for the Group’s assets. The RGAG has reiterated that it wishes to find the best solution for all stakeholders of the Group which may entail a superior proposal from an alternate party.

  15. Questions from Creditors • All questions to be directed to Chairman • When asking a question, please clearly state your name and the name of the company you represent for the purposes of the minutes of the meeting

  16. Resolutions

  17. Resolutions • Resolution for each entity of the Group: • “A resolution that the Company varies the Deed of Company Arrangement such that the timeframe for satisfaction of critical events under clauses 13 and 14 of the DOCA be extended from 31 March 2011 to 29 July 2011.”

  18. Resolutions • Resolution for each entity of the Group: • “A resolution that the Company be wound up.”

  19. Resolutions • Rewards Group Ltd: • “A resolution that the Deed Administrators’ remuneration, as set out in the Deed Administrators remuneration report dated 8 April 2011, for the period 9 November 2010 to 28 February 2011 in the sum of $15,585.50 exclusive of GST be approved and that the Deed Administrators be authorised to draw their fees when funds come to hand.” • “A resolution that a provision for the Deed Administrators’ anticipated remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 1 March 2011 to 18 April 2011 in the sum of $30,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Deed Administrators be authorised to draw their fees when funds come to hand.”

  20. Resolutions • Rewards Group Ltd: • If the Variation to the Deed of Company Arrangement is approved: • “A resolution that a provision for the Deed Administrators’/Trustees’ remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 19 April 2011 until termination of the DOCA / Creditors’ Trust in the sum of $75,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Deed Administrators’/Trustees’ be authorised to draw their fees when funds come to hand.”

  21. Resolutions • Rewards Group Ltd: • If the Company is placed into Liquidation: • “A resolution that the Liquidators’ remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 19 April 2011 until conclusion of the liquidation in the sum of $200,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Liquidators’ be authorised to draw their fees when funds come to hand.” • “A Committee of Inspection be appointed” • “A resolution that the books and records of the Company be disposed of 12 months after the dissolution of the Company or earlier at the direction of ASIC”

  22. Resolutions • Rewards Projects Ltd: • “A resolution that the Deed Administrators’ remuneration, as set out in the Deed Administrators remuneration report dated 8 April 2011, for the period 9 November 2010 to 28 February 2011 in the sum of $533,403 exclusive of GST be approved and that the Deed Administrators be authorised to draw their fees when funds come to hand.” • “A resolution that a provision for the Deed Administrators’ anticipated remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 1 March 2011 to 18 April 2011 in the sum of $200,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Deed Administrators be authorised to draw their fees when funds come to hand.”

  23. Resolutions • Rewards Projects Ltd: • If the Variation to the Deed of Company Arrangement is approved: • “A resolution that a provision for the Deed Administrators’/Trustees’ remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 19 April 2011 until termination of the DOCA / Creditors’ Trust in the sum of $500,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Deed Administrators’/Trustees’ be authorised to draw their fees when funds come to hand.”

  24. Resolutions • Rewards Projects Ltd: • If the Company is placed into Liquidation: • “A resolution that the Liquidators’ remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 19 April 2011 until conclusion of the liquidation in the sum of $750,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Liquidators’ be authorised to draw their fees when funds come to hand.” • “A Committee of Inspection be appointed” • “A resolution that the books and records of the Company be disposed of 12 months after the dissolution of the Company or earlier at the direction of ASIC”

  25. Resolutions • Rewards Land Pty Ltd: • “A resolution that the Deed Administrators’ remuneration, as set out in the Deed Administrators remuneration report dated 8 April 2011, for the period 9 November 2010 to 28 February 2011 in the sum of $5,840.50 exclusive of GST be approved and that the Deed Administrators be authorised to draw their fees when funds come to hand.” • “A resolution that a provision for the Deed Administrators’ anticipated remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 1 March 2011 to 18 April 2011 in the sum of $15,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Deed Administrators be authorised to draw their fees when funds come to hand.”

  26. Resolutions • Rewards Land Pty Ltd: • If the Variation to the Deed of Company Arrangement is approved: • “A resolution that a provision for the Deed Administrators’/Trustees’ remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 19 April 2011 until termination of the DOCA / Creditors’ Trust in the sum of $40,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Deed Administrators’/Trustees’ be authorised to draw their fees when funds come to hand.”

  27. Resolutions • Rewards Land Pty Ltd: • If the Company is placed into Liquidation: • “A resolution that the Liquidators’ remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 19 April 2011 until conclusion of the liquidation in the sum of $50,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Liquidators’ be authorised to draw their fees when funds come to hand.” • “A Committee of Inspection be appointed” • “A resolution that the books and records of the Company be disposed of 12 months after the dissolution of the Company or earlier at the direction of ASIC”

  28. Resolutions • Rewards Management Pty Ltd: • “A resolution that the Deed Administrators’ remuneration, as set out in the Deed Administrators remuneration report dated 8 April 2011, for the period 9 November 2010 to 28 February 2011 in the sum of $24,082.65 exclusive of GST be approved and that the Deed Administrators be authorised to draw their fees when funds come to hand.” • “A resolution that a provision for the Deed Administrators’ anticipated remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 1 March 2011 to 18 April 2011 in the sum of $40,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Deed Administrators be authorised to draw their fees when funds come to hand.”

  29. Resolutions • Rewards Management Pty Ltd: • If the Variation to the Deed of Company Arrangement is approved: • “A resolution that a provision for the Deed Administrators’/Trustees’ remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 19 April 2011 until termination of the DOCA / Creditors’ Trust in the sum of $150,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Deed Administrators’/Trustees’ be authorised to draw their fees when funds come to hand.”

  30. Resolutions • Rewards Management Pty Ltd: • If the Company is placed into Liquidation: • “A resolution that the Liquidators’ remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 19 April 2011 until conclusion of the liquidation in the sum of $200,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Liquidators’ be authorised to draw their fees when funds come to hand.” • “A Committee of Inspection be appointed” • “A resolution that the books and records of the Company be disposed of 12 months after the dissolution of the Company or earlier at the direction of ASIC”

  31. Resolutions • Rural Labour Pty Ltd: • “A resolution that the Deed Administrators’ remuneration, as set out in the Deed Administrators remuneration report dated 8 April 2011, for the period 9 November 2010 to 28 February 2011 in the sum of $6,569 exclusive of GST be approved and that the Deed Administrators be authorised to draw their fees when funds come to hand.” • “A resolution that a provision for the Deed Administrators’ anticipated remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 1 March 2011 to 18 April 2011 in the sum of $15,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Deed Administrators be authorised to draw their fees when funds come to hand.”

  32. Resolutions • Rural Labour Pty Ltd: • If the Variation to the Deed of Company Arrangement is approved: • “A resolution that a provision for the Deed Administrators’/Trustees’ remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 19 April 2011 until termination of the DOCA / Creditors’ Trust in the sum of $15,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Deed Administrators’/Trustees’ be authorised to draw their fees when funds come to hand.”

  33. Resolutions • Rural Labour Pty Ltd: • If the Company is placed into Liquidation: • “A resolution that the Liquidators’ remuneration as set out in the Deed Administrators’ remuneration report dated 8 April 2011 for the period 19 April 2011 until conclusion of the liquidation in the sum of $100,000 exclusive of GST be approved but subject to upward and downward resolution by creditors and that the Liquidators’ be authorised to draw their fees when funds come to hand.” • “A Committee of Inspection be appointed” • “A resolution that the books and records of the Company be disposed of 12 months after the dissolution of the Company or earlier at the direction of ASIC”

  34. Closure of Meetings • Any other business that may lawfully be brought forward • Final questions • Thank you for attendance

  35. Closure of Meetings The meetings of creditors for the below entities have now concluded. • Rewards Land Pty Ltd • Rewards Management Pty Ltd • Rewards Group Limited • Rewards Projects Limited • Rural Labour Pty Ltd

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