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Prospectus Issued by GSL Under Chapter 6D of the Corporations Act Which Is Dated 23 October 2008

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Prospectus Issued by GSL Under Chapter 6D of the Corporations Act Which Is Dated 23 October 2008 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR URGENT ATTENTION. YOU SHOULD READ ALL OF IT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVISOR IMMEDIATELY. Great Southern Managers Australia Limited Explanatory Memorandum ACN 083 825 405 GREAT SOUTHERN PLANTATIONS 1998 ARSN 092 780 204 The GSMAL Independent Directors UNANIMOUSLY RECOMMEND that, in the absence of a superior proposal, you VOTE IN FAVOUR of Your Scheme Proposal. The Independent Expert has concluded that Your Scheme Proposal is in the BEST INTERESTS of Project Investors as a whole. If you have any queries in relation to Your Scheme Proposal, this Explanatory Memorandum or the Notice of Meeting, the Project Investor Information Line may be able to assist - please call 1300 652 672 (toll free) from within Australia or +61 3 9415 4884 from outside Australia during office hours and select “option 1”. For personal use only Important notices Purpose of this Explanatory Memorandum This Explanatory Memorandum is the explanatory statement to accompany the Notice of Meeting to Project Investors in the 1998 Project and contains the recommendation of the GSMAL Independent Directors in relation to Your Scheme Proposal. Annexure 4 to this Explanatory Memorandum is the Notice of Meeting. Annexure 3 to this Explanatory Memorandum is a Prospectus issued by GSL under Chapter 6D of the Corporations Act which is dated 23 October 2008.. This Explanatory Memorandum is dated 23 October 2008. You should read this Explanatory Memorandum and each of the Annexures in their entirety before making a decision on how to vote on the Resolutions to be considered at the Meeting. You should read the entire Prospectus for GSL Shares to fully understand the nature of the Scheme Proposals (including Your Scheme Proposal) and the Individual Offers (including Your Individual Offer). The Resolutions will be considered at the Meeting to be held at the Parmelia Hilton, Perth on 1 December 2008 at 9.00 am (WDT). Responsibility for information All information under the heading “About GSL” on page v of this Explanatory Memorandum, all information in the GSL Chairman’s letter on page x of this Explanatory Memorandum, in Sections 2 (“Why Have the 8 Projects been chosen?” only), 4, 6, 7.3, 7.8, 7.9, 7.10, 8.4, 9.5, 9.6(b) and 9.10 of this Explanatory Memorandum, and in the Prospectus appearing at Annexure 3 to this Explanatory Memorandum (including, without limitation, financial information, information on Your Individual Offer and information as to the views of GSL and its directors), (GSL Information) has been prepared and provided by GSL and its directors and is the responsibility of GSL. None of GSMAL, its directors nor its advisers assume any responsibility for the accuracy or completeness of the GSL Information. KPMG Corporate Finance (Aust) Pty Ltd has prepared the Independent Expert Report (as set out in Annexure 1 to this Explanatory Memorandum) and takes responsibility for that report. KPMG has prepared the Independent Taxation Opinion (as set out in Annexure 2 to this Explanatory Memorandum) and takes responsibility for that report. The information concerning GSMAL and the 1998 Project contained in this Explanatory Memorandum (being all information other than GSL Information, the Independent Expert Report and the Independent Taxation Opinion) has been prepared by GSMAL and GSMAL’s directors and is the responsibility of GSMAL. No person is authorised to give any information or to make any representation in connection with the Scheme Proposals (including Your Scheme Proposal) or the Individual Offers (including Your Individual Offer) which is not contained in this Explanatory Memorandum or the Prospectus, respectively. Any information or representation not so contained may not be relied on as having been authorised by GSMAL or GSL in connection with the Scheme Proposals or the Individual Offers. No person, firm or corporation associated with this Explanatory Memorandum, the Prospectus or the Notice of Meeting guarantees, warrants, or underwrites the performance of the GSL Shares or any particular investment return from GSL. No investment advice The information contained in this Explanatory Memorandum and the recommendation made by the GSMAL Independent Directors have been provided without reference to your particular investment objectives, financial situation, taxation position and needs. It is important that you read the Explanatory Memorandum (including each Annexure) in its entirety before making any investment decision, and any decision on how to vote on the Resolutions. If you are in doubt in relation to these matters you should consult your investment, financial, taxation or other professional advisor. The GSMAL Independent Directors are not giving or providing, and shall not be taken to be giving or providing, any recommendation or statement of opinion in relation to the acceptance or otherwise of Your Individual Offer by way of this Explanatory Memorandum or otherwise. Forward looking statements Certain statements in this Explanatory Memorandum relate to the future, including forward looking statements relating to the strategy of GSL. Such statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements to be materially different from expected future results, performance or achievements expressed or implied by those statements. These statements reflect only views held at the date of this Explanatory Memorandum. For personal use only None of GSMAL or GSL, the directors of those companies nor any other person gives any representation, assurance or guarantee that the events expressed or implied in any forward looking statements in this Explanatory Memorandum will actually occur and you are cautioned not to place undue reliance on such forward looking statements. Notice to Foreign Project Investors This Explanatory Memorandum does not constitute, nor is it intended to constitute, an offer to any person with a registered address outside Australia and New Zealand. Project Investors with a registered address outside of Australia or New Zealand should refer to Section 7.8 of this Explanatory Memorandum. i Information Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this Explanatory Memorandum. All references to time are to the time in Perth, Western Australia. Where appropriate in the context, numbers have been rounded. Defined terms Capitalised Terms used in this Explanatory Memorandum are defined in the Glossary in Section 10. Project Investor Information Line If you have any queries in relation to Your Scheme Proposal, this Explanatory Memorandum or the Notice of Meeting, the Project Investor Information Line may be able to assist - 1300 652 672 (toll free) from within Australia or +61 3 9415 4884 from outside Australia during office hours, and select “option 1”. Independent Expert Report A copy of the concise Independent Expert Report is included as Annexure 1 to this Explanatory Memorandum. A copy of the full Independent Expert Report (including the Technical Report) is available to Project Investors free of charge by contacting the Project Investor Information Line during office hours - 1300 652 672 (toll free) from within Australia or +61 3 9415 4884 from outside Australia or from the GSL website at www.great-southern.com.au/Projectinvestors.aspx. Privacy GSMAL may collect personal information in the process of implementing Your Proposals. Such information may include the name, contact details and interests of Project Investors and the name of persons appointed by those persons to act as a proxy, corporate representative or attorney at the Meeting. The primary purpose of the collection of personal information is to assist GSMAL to conduct the Meeting and implementing Your Proposals. Personal information of the type described above may be disclosed to the Project Investor registry, print and mail service providers, authorised securities brokers, and related bodies corporate of GSMAL. The main consequence of not collecting the personal information outlined above would be that GSMAL may be hindered in, or prevented from, conducting the Meeting and implementing Your Scheme Proposal. Project Investors and persons appointed to act as a proxy, corporate representative or attorney at the Meeting have certain rights to access personal information that has been collected, and should contact the Project Investor registry in the first instance if they wish to access their personal information. For personal use only ii Table of contents Important notices i Summary of Your Scheme Proposal iv About GSL vi Important dates vii Letter from GSMAL Independent Chairman viii Letter from GSL Chairman x 1. Special observations of relevance 1 2. Questions and answers about Your Proposals 2 3. Description of the 1998 Project 8 4. About GSL and the rationale for making the Proposals 9 5. Assessing Your Proposals 17 6. Financial effects of the Scheme Proposals on GSL 25 7. Implementation of Your Scheme Proposal 28 8. Material contracts 33 9. Additional information 36 10. Glossary 40 Annexure 1 - Concise Independent Expert Report Annexure 2 - Independent Taxation Opinion Annexure 3 - Prospectus Annexure 4 - Notice of Meeting For personal use only iii Summary of Your Scheme Proposal Summary of the Scheme Proposals and the Individual Offers 1. As part of Your Scheme Proposal, GSL is offering Project
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