1 Team introduction – Director (NSW) Robert Moodie Bringing his 18+ years of specialist, hands-on experience in business recovery, bankruptcy and insolvency, complemented by a successful period as a commercial accountant before this, Rob joined the ranks of Rodgers Reidy as a Director in Contact details Tel: Career highlights and key expertise Robert has an impressive track record across all forms of corporate recovery and insolvency appointments, with substantial exposure to investigations, public examinations and insolvency-related litigation. Rob has also great depth of experience in the writing and assessment of expert witness reports. Rob’s focus at Rodgers Reidy is primarily on the restructuring of companies in crisis so that they can return to being viable enterprises. His skilful efforts have resulted in the implementation of numerous successful Deeds of Company Arrangement for businesses that continue to trade viably and profitably to this very day. Professional qualifications Bachelor of Economics (Accounting) – Macquarie Certified Practising Accountant CPA Insolvency & Reconstruction Specialist Certified Mediator Registered Liquidator Official Liquidator Memberships & Associations Insolvency Practitioners Association of Australia Society of Certified Practising Accountants Australian Institute of Credit Management Institute of Chartered Accountants of Australia Industry expertise Farming & Agribusiness Banking Construction Printing Retail Viability reviews Litigation reviews

CAD Partners 2012 Conference Port Macquarie Presented by Rob Moodie Insolvency & Reconstruction Specialists Voluntary Administration - “Recovering from the Brink of Disaster”

33 1. Possible Areas of Exposure ► Insolvent Trading ► Personal Guarantees/Corp. Credit Cards ► s222AOE Income Tax Assessment Act ► s21B Commonwealth Crimes Act ► S Corporations Act & Common Law Duty of Care

44 2. Voluntary Administrations ► Objectives of the Act, 435A Corporations Legislation, 2008.,…Administer the business, property and affairs of the company in a way that,… (a)Maximises the chances of the company,…continuing in existence; or (b),…results in a better return for the company’s creditors and members than would result from an immediate winding up of the company.

55 2. Voluntary Administrations Powers of Administrators, ► Administrator assumes control (437A) ► Winding up proceedings adjourned (440A) ► Charges Unenforceable (440B) subject to (441A) ► Stay of Proceedings (440D) ► Disclaim Onerous Property (443B)

66 2. Voluntary Administrations Outcome of Administrations, 435C(2) Outcome of Administration, 1.Voluntary Administration Ends, or 2.Liquidation, or 3.Deed of Company Arrangement, (DOCA)

77 3. Deed of Company Arrangement (DOCA) ► A DOCA is a binding contract between a company and its creditors. ► It can be both a compromise and/or a moratorium. ► Resolution reached in accordance with Part 5.6 of the Corporation Regulations.

88 4. Use of Trust Structures ► Assets Held in Trust Structures - Corporate Trustee - Discretionary Trust - Multiple Beneficiaries

99 4. Use of Trust Structures ► Assets Held in Trust Structures - Corporate Trustee - Discretionary Trust - Multiple Beneficiaries

10 4. Use of Trust Structures ► Assets Held in Trust Structures - Separate Trustee from any Business Activity - s120 Bankruptcy Act – Voidable Settlements - Div 2 Corporations Act – Insolvent Transactions - Limitations Act (NSW) 1969 – generally 6 years

11 5. Rodgers Reidy Office Locations 11 Sydney Melbourne Brisbane Auckland

12 Team introduction – Director (NSW) Robert Moodie Bringing his 18+ years of specialist, hands-on experience in business recovery, bankruptcy and insolvency, complemented by a successful period as a commercial accountant before this, Rob joined the ranks of Rodgers Reidy as a Director in Contact details Tel: Career highlights and key expertise Robert has an impressive track record across all forms of corporate recovery and insolvency appointments, with substantial exposure to investigations, public examinations and insolvency-related litigation. Rob has also great depth of experience in the writing and assessment of expert witness reports. Rob’s focus at Rodgers Reidy is primarily on the restructuring of companies in crisis so that they can return to being viable enterprises. His skilful efforts have resulted in the implementation of numerous successful Deeds of Company Arrangement for businesses that continue to trade viably and profitably to this very day. Professional qualifications Bachelor of Economics (Accounting) – Macquarie Certified Practising Accountant CPA Insolvency & Reconstruction Specialist Certified Mediator Registered Liquidator Official Liquidator Memberships & Associations Insolvency Practitioners Association of Australia Society of Certified Practising Accountants Australian Institute of Credit Management Institute of Chartered Accountants of Australia Industry expertise Farming & Agribusiness Construction Printing Retail Viability reviews Litigation reviews