Notice of Filing

NOTICE OF FILING

This document was lodged electronically in the FEDERAL COURT OF AUSTRALIA (FCA) on 11/04/2016 3:32:51 PM AEST and has been accepted for filing under the Court’s Rules. Details of filing follow and important additional information about these are set out below.

Details of Filing

Document Lodged: Affidavit - Form 59 - Rule 29.02(1) File Number: VID296/2016 File Title: The Australian Workers' Union v Arrium Limited & Ors Registry: VICTORIA REGISTRY - FEDERAL COURT OF AUSTRALIA

Dated: 11/04/2016 5:10:45 PM AEST Registrar

Important Information

As required by the Court’s Rules, this Notice has been inserted as the first page of the document which has been accepted for electronic filing. It is now taken to be part of that document for the purposes of the proceeding in the Court and contains important information for all parties to that proceeding. It must be included in the document served on each of those parties.

The date and time of lodgment also shown above are the date and time that the document was received by the Court. Under the Court’s Rules the date of filing of the document is the day it was lodged (if that is a business day for the Registry which accepts it and the document was received by 4.30 pm local time at that Registry) or otherwise the next working day for that Registry.

Form 59 Rule 29.02(1) Affidavit Federal Court of Australia District Registry: Victoria Division : General

No. of 2016

IN THE MATTER OF:

ARR1UM LIMITED (ACN 004 410 883) & ORS (All Administrators Appointed)

BETWEEN:

The Australian Workers' Union Applicant

-and-

ARRIUM LIMITED (ACN 004 410 883) & ORS (All Administrators Appointed) Respondents (see attached schedule)

Affidavit of: Kama! Farouque Address: Level 10, 456 Lonsdale Street, Melbourne, Victoria, 3000 Occupation: Solicitor Date: 11 April 2016

Contents

Document Details Paragraph Page number Affidavit of Kamal Farouque for the Applicant affirmed on 11 1 April 2016 1-12 1-8

Filed on behalf of (name & role of party) The Australian Workers' Union, The Applicant Prepared by (name of person/lawyer) Jessica Dawson-Field Law firm (if applicable) Maurice Blackburn Lawyers . Tel _03 9605 2847 Fax 03 9258 9600 Email JDawson-Field©mauriceblackburn.corn.au Address for service Level 10, 456 Lansdale Street, Melbourne, Victoria, 3000 (include state and postcode) [Version 2 form approved 09/05/2013] 2

Document Details Paragraph Page number Annexure "KF-1", ASIC Company Search for Arrium Limited 2 dated 11 April 2015 3 9-29 Annexure "KF-2", ASX Announcement of Administrator 3 Appointment dated 7 April 2016 5 30-33 Annexure "KF-3", Letter proposed to be sent by 4 Administrators to employee creditors of the Group 6 (a) 34-45 Annexure"KF-4", FAQ document prepared by 5 Administrators 6 (b) 46-54 Annexure "KF-5", Maurice Blackburn Letter to Grant 6 Thornton dated 8 April 2016 10 55-58 Annexure "KF-6", Email from Ashurst to Maurice Blackburn 7 Lawyers dated 8 April 2016 11 59-61

8 Annexure "KF-7" AWU update dated 11 April 2016 12 62--63

I, Kamal Farouque, of Level 10, 456 Lonsdale Street, Melbourne, Victoria, Principal at Maurice Blackburn Lawyers, affirm:

1. I am a Principal at Maurice Blackburn Lawyers. I have the care and conduct of the matter on behalf of the Applicant (the AWU).

2. I am authorised to make this affidavit on the behalf of the Applicant. I do so on information and belief. Where I have received information from a third party, I believe it to be true unless I state otherwise.

3. This application is made in respect of the administration of the first to ninety-fourth respondents (the Group) of which the first respondent, Arrium Limited, is the parent company. Now shown to me and marked "KF-1" is a true copy of a company search for Arrium Limited dated 11 April 2016. Due to the size of the document, only the first 19 pages of 144 pages have been provided as an annexure to this affidavit.

4. The AWU is an organisation registered under the Fair Work (Registered Organisations) Act 2009 (Cth). The National Secretary of the AWU is Mr Scott McDine.

5. On 7 April 2016, Messrs Paul Billingham, Said Jahani, Matthew Byrnes and Michael McCann (the Administrators) of Grant Thornton were appointed administrators of the Group. Now shown to me and marked "KF-2" is a true copy of the ASX Announcement published on 7 April 2016. This ASX Announcement stated that the first meeting of creditors would take place on 19 April 2016.

6. On 7 April 2016, the Administrators relevantly provided Mr McDine the following documents proposed to be sen to employees creditors of the Group:

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(a) Standard letter proposed to be sent to employee creditors of the Group, which is now shown to me and marked "KF-3"; and

(b) FAQ document, which is now shown to me and marked "KF-4".

7. The FAQ document discloses that the Administrators intend to hold a concurrent meeting of creditors of the Group on 19 April 2016 at 2:00pm in Sydney with a live webcast to Whyalla. Creditors will be provided an opportunity to vote on resolutions and raise any questions.

8. I am instructed by Mr McDine that:

(a) Members of the AWU include about 2000 persons who are employed by some of the entities within the Group;

(b) there are a number of enterprise agreements made under the Fair Work Act 2009 (Cth) which cover and apply to the AWU, employing entities within the Group and employees of those entities including AWU members;

(c) AWU members are employed at a several sites across Australia including Whyalla (South Australia), Laverton (Victoria) and Rooty Hill (New South Wales);

(d) AWU members who are employed by the Group as at 7 April 2016 will be creditors of the Group with respect to employee entitlements;

(e) the AWU wishes to ensure that the interests of its members as employees of the Group are properly advanced at the first creditors meeting on 19 April 2016 due to the significant value of employee entitlements;

(f) that the AWU is concerned that the short time frame before the creditors meeting will impede the ability of AWU members to participate in the meeting;

(g) because of their geographic spread, many AWU members will be unable to attend the meeting in Sydney or Whyalla; and

(h) there is a significant logistical challenge in having individual AWU members sign the necessary proxy forms before the creditors meeting takes place.

9. Consequently, the AWU requests the Court make the order sought in the Originating Process accompanying this affidavit.

10. On 8 April 2016, I sent correspondence to the Administrators requesting confirmation of whether the administrator would consent to the above orders. Now shown to me and marked "KF-5" is a true copy of the letter sent to Grant Thornton on 8 April 2016.

11. On 8 April 2016, I received a telephone call from the Administrators' solicitor, Joseph ScarceIla, Partner at Ashurst in Sydney. Mr ScarceIla indicated that the Administrators

-3- 4

support and consent to this application by the AWU. Shortly after this conversation, Mr ScarceIla emailed me to confirm his client's instructions. Now shown to me and marked "KF-6' is a true copy of email received by me from Mr ScarceIla on 8 April 2016.

12. I am instructed by Mr McDine that as of today (11 April 2016), the AWU commenced circulating an update to AWU members employed by the Group. The update notifies AWU members of the union's intention to make this application. The update has also been posted on an AWU website http://www.awusteel.com.au/. Now shown to me and marked "KF-7" is a true copy of the AWU update.

Affirmed by the deponent at Level 10, 456 Lonsdale Street, Melbourne in Victoria Sig ur of deponen on 11 April 2016 Before e:

16nature of witness

JESSICA MAFiC-AREI DAWSON-HELD 4 of 456 Lon3dale Sireet , Melbourne an Auslrallan Legal PFactitioner viftlrlin the rrat:ning of the Legal ProfassiGn Lin;forril Levi (Victoria)

-4- 5

SCHEDULE OF PARTIES

Applicant: THE AUSTRALIAN WORKERS' UNION

Respondents

First Respondent ARRIUM LIMITED (A.C.N 004 410 833)

Second Respondent A.C.N. 006 769 035 PTY LTD (A.C.N 006 769 035)

Third Respondent AKKORD PTY LIMITED (A.C.N 060 486 991)

Fourth Respondent ANI CONSTRUCTION (W.A.) PTY. LIMITED (A.C.N 008 670 871)

Fifth Respondent ARRIUM FINANCE PTY LIMITED (A.C.N 093 954 940)

Sixth Respondent ARRIUM IRON ORE HOLDINGS PTY LIMITED (A.C.N 152 752 844)

Seventh Respondent ATLAS GROUP EMPLOYEES SUPERANNUATION FUND PTY. LTD. (A.C.N 060 568 998)

Eight Respondent ATLAS GROUP STAFF SUPERANNUATION FUND PTY. LTD. (A.C.N 059 654 241)

Ninth Respondent ATLAS GROUP SUPERANNUATION PLAN PTY LTD (A.C.N 065 649 050)

Tenth Respondent AUSTRALIAN NATIONAL INDUSTRIES PTY LTD (A.C.N 000 066 071)

Eleventh Respondent AUSTRALIAN WIRE INDUSTRIES PTY LTD (A.C.N 064 267 456)

Twelfth Respondent AUSTUBE MILLS HOLDINGS PTY LIMITED (A.C.N 123 160 172)

Thirteenth Respondent AUSTUBE MILLS PTY LIMITED (A.C.N 123 666 679)

Fourteenth Respondent AWI HOLDINGS PTY LIMITED (A.C.N 004 157 475)

Fifteenth Respondent B.G.J. HOLDINGS PROPRIETARY LIMITED (A.C.N 004 859 536)

Sixteenth Respondent BRADKEN CONSOLIDATED PTY LIMITED (A.C.N 000 011 932)

Seventeenth Respondent CENTRAL IRON PTY LIMITED (A.C.N 143 503 397)

Eighteenth Respondent COCKATOO DOCKYARD PTY LIMITED (A.C.N 000 025 918)

Nineteenth Respondent COMSTEEL PTY. LIMITED (A.C.N 006 218 524)

Twentieth Respondent COOBER PEDY RESOURCES PTY LIMITED (A.C.N 151 599 905)

Twenty-First Respondent EAGLE & GLOBE PTY LIMITED (A.C.N 000 122 305)

Twenty-Second Respondent EMAIL ACCUMULATION SUPERANNUATION PTY LTD (A.C.N 065 263 658)

Twenty-Third Respondent EMAIL EXECUTIVE SUPERANNUATION PTY LTD (A.C.N 065 263 818)

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Twenty-Fourth Respondent EMAIL HOLDINGS PTY LIMITED (A.C.N 092 348 555)

Twenty-Fifth Respondent EMAIL MANAGEMENT SUPERANNUATION PTY LTD (A.C.N 065 263710)

Twenty-Sixth Respondent EMAIL METALS PTY. LTD. (A.C.N 004 574 681)

Twenty-Seventh Respondent EMAIL PTY LTD (A.C.N 000 029 407)

Twenty-Eight Respondent EMAIL SUPERANNUATION PTY LIMITED (A.C.N 065 263 603)

Twenty-Ninth Respondent EMWEST HOLDINGS PTY. LTD. (A.C.N 001 992 123)

Thirtieth Respondent EMWEST PROPERTIES PTY LIMITED (A.C.N 003 146 334)

Thirty-First Respondent GSF MANAGEMENT PTY LIMITED (A.C.N 064 116 874)

Thirty-Second Respondent J. MURRAY-MORE (HOLDINGS) PTY LTD (A.C.N 000 158 412)

Thirty-Third Respondent JOHN MCGRATH PTY LTD (A.C.N 000 004 937)

Thirty-Fourth Respondent KELVINATOR AUSTRALIA PTY LTD (A.C.N 007 873 734)

Thirty-Fifth Respondent LITESTEEL PRODUCTS PTY LIMITED (A.C.N 109 854 677)

Thirty-Sixth Respondent LITESTEEL TECHNOLOGIES PTY LIMITED (A.C.N 113 101 054)

Thirty-Seventh Respondent METALS PROPERTIES PTY. LTD. (A.C.N 000 040 040)

Thirty-Eight Respondent METALSTORES PTY LIMITED (A.C.N 000 267 112)

Thirty-Ninth Respondent METPOL PTY LIMITED (A.C.N 000 927 373)

Fortieth Respondent N.K.S. (HOLDINGS) PROPRIETARY LIMITED (A.C.N 004 321 313)

Forty-First Respondent 0 DEE GEE CO. PTY. LTD. (A.C.N 004 208 191)

Forty-Second Respondent ONESTEEL AMERICAS HOLDINGS PTY LIMITED (A.C.N 147 067016)

Forty-Third Respondent ONESTEEL BUILDING SUPPLIES PTY LIMITED (A.C.N 000 045 349)

Forty-Fourth Respondent ONESTEEL COIL COATERS PTY LIMITED (A.C.N 123 138 732)

Forty-Fifth Respondent ONESTEEL MANUFACTURING PTY LIMITED (A.C.N 004 651 325)

Forty-Sixth Respondent ONESTEEL MBS PTY LIMITED (A.C.N 096 273 979)

Forty-Seventh Respondent ONESTEEL NSW PTY LIMITED (A.C.N 003 312 892)

Forty-Eighth Respondent ONESTEEL QUEENSLAND PTY LIMITED (A.C.N 010 558 871)

Forty-Ninth Respondent ONESTEEL RECYCLING HOLDINGS PTY LIMITED (A.C.N 059 240 952)

Fiftieth Respondent ONESTEEL RECYCLING OVERSEAS PTY LIMITED (A.C.N 105 479 356)

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Fifty-First Respondent ONESTEEL RECYCLING PTY LIMITED (A.C.N 002 707 262)

Fifty-Second Respondent ONESTEEL REINFORCING PTY LIMITED (A.C.N 004 148 289)

Fifty-Third Respondent ONESTEEL STAINLESS AUSTRALIA PTY LIMITED (A.C.N 004 610 851

Fifty-Forth Respondent ONESTEEL STAINLESS PTY LIMITED (A.C.N 006 362 652)

Fifty-Fifth Respondent ONESTEEL TECHNOLOGIES PTY LIMITES (A.C.N 096 380 219)

Fifty-Sixth Respondent ONESTEEL TRADING PTY LIMITED (A.C.N 007 519646)

Fifty-Seventh Respondent ONESTEEL US INVESTMENTS 1 PTY LIMITED (A.C.N 131 211 606)

Fifty-Eight Respondent ONESTEEL US INVESTMENTS 2 PTY LIMITED (A.C.N 131 211 571)

Fifty-Ninth Respondent ONESTEEL WIRE PTY LIMITED (A.C.N 000 010 873)

Sixtieth Respondent OVERSEAS CORPORATION (AUSTRALIA) PTY LTD (A.C.N 004 242 086)

Sixty-First Respondent P & T TUBE MILLS PTY LIMITED (A.C.N 010 469 977)

Sixty-Second Respondent PALMER TUBE MILLS PTY LIMITED (A.C.N 010 469 879)

Sixty-Third Respondent PIPELINE SUPPLIES OF AUSTRALIA PTY LIMITED (A.C.N 008 573 475)

Sixty-Fourth Respondent REOSTEEL PTY LIMITED (A,C.N 000 142 094)

Sixty-Fifth Respondent ROENTGEN RAY PTY LTD (A.C.N 000 028 106)

Sixty-Sixth Respondent SOUTHERN IRON PTY LIMITED (A.C.N 119 611 068)

Sixty-Seventh SSG INVESTMENTS PTY LTD (A.C.N 085 490 526)

Sixty-Eighth Respondent SSG NO.2 PTY LTD (A.C.N 087 840 720)

Sixty-Ninth Respondent SSG NO.3 PTY LTD (A.C.N 087 840 515)

Seventieth Respondent SSGL SHARE PLAN NOMINEES PTY LTD (A.C.N 085 943 540)

Seventy-First Respondent SSX ACQUISITIONS PTY LIMITED (A,C.N 090 574 520)

Seventy-Second Respondent SSX EMPLOYEES SUPERANNUATION FUND PTY LTD (A.C.N 064 431 116)

Seventy-Third Respondent SSX HOLDINGS PTY LIMITED (A.C.N 087 813 116)

Seventy-Fourth Respondent SSX INTERNATIONAL PTY LIMITED (A.C.N 084 990 947)

Seventy-Fifth Respondent SSX PTY LIMITED (A.C.N 082 181 726)

Seventy-Sixth Respondent SSX RETIREMENT FUND PTY LTD (A.C.N 064 431 303)

Seventy-Seventh Respondent SSX SERVICES PTY LIMITED (A.C.N 083 090 831)

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Seventy-Eighth Respondent SSX STAFF SUPERANNUATION FUND PTY LTD (A.C.N 064 431 072)

Seventy-Ninth Respondent TASCO SUPERANNUATION MANAGEMENT PTY LTD (A.C.N 071 901 712)

Eightieth Respondent THE ANI CORPORATION PTY LIMITED (A.C.N 000 421 358)

Eighty-First Respondent THE AUSTRALIAN STEEL COMPANY (OPERATIONS) PTY LIMITED (A.C.N 069 426 955)

Eighty-Second Respondent TUBE ESTATES PTY. LTD. (A.C.N 010 449 939)

Eighty-Third Respondent TUBE STREET PTY LTD (A.C.N 004 785 157)

Eighty-Fourth Respondent TUBE TECHNOLOGY PTY. LTD. (A.C.N 010 469 986)

Eighty-Fifth Respondent TUBEMAKERS OF AUSTRALIA PTY LIMITED (A.C.N 000 005 498)

Eighty-Sixth Respondent TUBEMAKERS SOMERTON PTY LIMITED (A.C.N 004 595 546)

Eighty-Seventh Respondent WESTERN CONSOLIDATED INDUSTRIES PTY LTD (A.C.N 001 185913)

Eighty-Eighth Respondent WHYALLA PORTS PTY LIMITED (A.C.N 153 225 364)

Eighty-Ninth Respondent X.C.E. PTY LTD (A.C.N 004 081 903)

Ninetieth Respondent XEM (AUST) PTY LIMITED (A.C.N 004 158 025)

Ninety-First Respondent XLA PTY LTD (A.C.N 004 239 392)

Ninety-Second Respondent XLL PTY LTD (A.C.N 006 301 266)

Ninety-Third Respondent XMS HOLDINGS PTY LIMITED (A.C.N 008 742 014

Ninety-Fourth Respondent ZINCTEK PTY LIMITED (A.C.N 010 474 790)

(All Administrators Appointed)

Ninety-Fifth Respondent PAUL BILLINGHAM

Ninety-Sixth Respondent SAID JAHANI

Ninety-Seventh Respondent MATTHEW BYRNES

Ninety- Eighth Respondent MICHAEL MCCANN

(Voluntary Administrators)

Date: 11 April 2016

-8- Form 59 Rule 29.02(1) CERTIFICATE IDENTIFYING ANNEXURE No. FEDERAL COURT OF AUSTRALIA

District Registry : Victoria

Division : General

The Australian Workers' Union Applicant

Arrium Limited and others name in the schedule Respondent

This is the annexure marked "KF-1" now produced and shown to Karina! Farouque at the time of affirming his affidavit on 11 April 2016

Before me:

MICA MARGARET DAWSON-FIELD 456 Lonsdale Street, Melbourne an Australian Legal Practitioner within the meaning of the Legal Profession Uniform Law (Victoria) Annexure "KF-1" Copy of a company search for Arrium Limited dated 11 April 2016

Filed on behalf of (name & role of party) The Australian Workers' Union, Applicant Prepared by (name of person/lawyer) Kama! Farouque Law firm (if applicable) Maurice Blackburn Lawyers Tel .93_9605 2847 Fax 0. 3 9258 9600 Email [email protected] . Address for service Level 10, 456 Lonsdale Street, Melbourne, Victoria, 3000 (include state and postcode) .

-9- Historical Company Extract for ARRIUM LIMITED

Extracted from ASIC database on 11/04/2016 at 10:38 AEST

This extract contains information derived from the Australian Securities and Investment Commission's (ASIC) database under section 1274A of the Corporations Act 2001. Please advise ASIC of any error or omission which you may identify.

Current Corporation Details Document Number

Name: ARRIUM LIMITED 7E7854556 A.C.N.: 004410833 A.B.N.: 63004410833 Registered In: VIC Registration Date: 22/07/1958 Previous State number: C0040775G Governance Type: Constitution Organisation Number Type: A.C.N. (Australian Company Number) Review Date: 31/03/2017 Details Start Date: 07/04/2016 Under external administration and/or Controller Status: appointed For information about this status, refer to the documents listed under the heading "External Administration Documents" below. Name Start Date: 02/07/2012 Type: Australian Public Company Class: Limited by Shares Subclass: Listed Public Company Disclosing Entity: Yes Former Company Details Details Start Date: 02/07/2012 Details End Date: 06/04/2016 Name: ARRIUM LIMITED 027968883 Status: Registered Name Start Date: 02/07/2012 Type: Australian Public Company Class: Limited by Shares Subclass: Listed Public Company Disclosing Entity: Yes

Details Start Date: 27/09/2002 Details End Date: 01/07/2012 Name: ONESTEEL LIMITED Status: Registered Name Start Date: 04/08/2000 Type: Australian Public Company Class: Limited by Shares Subclass: Listed Public Company Disclosing Entity: Yes

Details Start Date: 04/08/2000 Details End Date: 26/09/2002 Name: ONESTEEL LIMITED 015783109 Status: Registered

-10- Name Start Date: 04/08/2000 Type: Australian Public Company Class: Limited by Shares Subclass: Unlisted Public Company Disclosing Entity: No

Details Start Date: 22/06/2000 Details End Date: 03/08/2000 Name: ONESTEEL PTY LIMITED 015787461 Status: Registered Name Start Date: 22/06/2000 Type: Australian Proprietary Company Class: Limited by Shares Subclass: Proprietary Company Disclosing Entity: No

Details Start Date: 16/09/1992 Details End Date: 21/06/2000 Name: AWI HOLDINGS PROPRIETARY LIMITED 00441083C (AR 1992) Status: Registered Name Start Date: 14/11/1979 Type: Australian Proprietary Company Class: Limited by Shares Subclass: Proprietary Company Disclosing Entity: No

Details Start Date: 14/11/1979 Details End Date: 15/09/1992 Name: AWI HOLDINGS PROPRIETARY LIMITED Status: Registered Name Start Date: 14/11/1979 Type: Australian Proprietary Company Class: Limited by Shares Subclass: Non-Exempt Proprietary Company Disclosing Entity: No

Details Start Date: 27/08/1958 Details End Date: 13/11/1979 AUSTRALIAN WIRE INDUSTRIES Name: PROPRIETARY LIMITED Status: Registered Name Start Date: 27/08/1958 Type: Australian Proprietary Company Class: Limited by Shares Subclass: Non-Exempt Proprietary Company Disclosing Entity: No

Details Start Date: 22/07/1958 Details End Date: 26/08/1958 Name: AUSTRALIAN WIRE INDUSTRIES LIMITED Status: Registered Name Start Date: 22107/1958 Type: Australian Public Company Class: Limited by Shares

Subclass: Unknown Disclosing Entity: No

Current Company Addresses Document Number

Address Type: Registered Office 1E6031542 Cl- COMPANY SECRETARY ARRIUM LIMITED LEVEL 40 Address: 259 GEORGE STREET SYDNEY, NSW 2000 Start Date: 03112/2009

Address Type: Principal Place of Business 1E6031542 Cl- COMPANY SECRETARY ARRIUM LIMITED LEVEL 40 Address: 259 GEORGE STREET SYDNEY, NSW 2000 Start Date: 26/11/2009

Former Company Addresses Document Number

Address Type: Former Registered Office 022705292 ONESTEEL LIMITED LEVEL 40 Address: 259 GEORGE STREET SYDNEY, NSW 2000 Start Date: 24/03/2006 End Date: 02/12/2009

Address Type: Former Registered Office 011265911 23RD FLOOR Address: 1 YORK STREET SYDNEY , NSW 2000 Start Date: 14/08/1996 End Date: 23/03/2006

Address Type: Former Registered Office 005033259 LEVEL 4 UNDERWOOD HOUSE Address: 37-49 PITT STREET SYDNEY , NSW 2000 Start Date: 09/09/1993 End Date: 13/08/1996

Address Type: Former Registered Office 001417091 BHP TOWER BOURKE PLACE LEVEL 43 Address: 600 BOURKE STREET MELBOURNE , VIC 3000 Start Date: 09/08/1991 End Date: 08/09/1993

Address Type: Former Registered Office Cl- THE BROKEN HILL PTY CO LTD LEVEL 41 Address: 140 WILLIAM STREET MELBOURNE , VIC 3000 Start Date: 22107/1958 End Date: 08/08/1991

Address Type: Former Principal Place of Business 024077649 LEVEL 40 Address: 259 GEORGE STREET SYDNEY, NSW 2000 Start Date: 20/08/2007 End Date: 25/11/2009

Address Type: Former Principal Place of Business 024077649 LEVEL 40 Address: 259 GEORGE STREET SYDNEY , NSW 2001 Start Date: 20/08/2007 End Date: 20/08/2007

Address Type: Former Principal Place of Business 004410831 (AR 1998) WIRE ADMINISTRATION BUILDING Address: 1NGALL STREET MAYFIELD , NSW 2304 Start Date: 24/12/1998 End Date: 19/08/2007

Address Type: Former Principal Place of Business 00441083G (AR 1996) 23RD FLOOR Address: 1 YORK STREET SYDNEY, NSW 2000 Start Date: 29/11/1996 End Date: 23/12/1998

Address Type: Former Principal Place of Business 0441083A (AR 1990) LEVEL 4 Address: 37-49 PITT STREET SYDNEY, NSW 2000 Start Date: 31/12/1990 End Date: 28/11/1996

Current Company Officers Document Number

Role: Director 1F0212528 Name: NANKERVIS, PETER GRAEME 16 WOODSIDE CRESCENT Address: TOORAK , VIC 3142 Birth Details: 24/02/1950 WONTHAGG1 VIC

-13- Appointment Date: 01/1212004

Role: Director 1E6831321 Name: WARNOCK, ROSEMARY 29 HIGH STREET Address: KEW , VIC 3101 Birth Details: 28/04/1947 MELBOURNE VIC Appointment Date: 01/09/2010

Role: Director 1E6846898 Name: DAVIS, ROBERT BRYAN UNIT 3 Address: 132 TERR1GAL DRIVE TERRIGAL , NSW 2260 Birth Details: 08/11/1942 BROKEN HILL NSW Appointment Date: 01/12/2004

Role: Director 1E9129299 Name: ROBERTS, ANDREW GERARD 20 KIRKOSWALD AVENUE Address: MOSMAN , NSW 2088 Birth Details: 16/01/1967 DARWIN NT Appointment Date: 18/02/2013

Role: Director 2E0907184 Name: MAYCOCK, JEREMY CHARLES ROY 231 UPPER BROOKFIELD ROAD Address: UPPER BROOKFIELD , OLD 4069 Birth Details: 09/01/1952 BUSHEY UNITED KINGDOM Appointment Date: 19/08/2014

Role: Director 2E1911159 Name: RITCHIE, DOUGLAS CAMPBELL WALTER 61 TENERIFFE DRIVE Address: TEN ERIFFE , OLD 4005 Birth Details: 13/11/1956 IPSWICH QLD Appointment Date: 28/05/2015

Role: Director 2E2557207 Name: GOLDSWORTHY, DENISE 13 LOOKOUT ROAD Address: KALAMUNDA , WA 6076 Birth Details: 06/07/1964 SYDNEY NSW Appointment Date: 28/09/2015

Role: Secretary 025510252 Name: JAMES, NAOMI MARGARET 11 CARLYLE STREET Address: WOLLSTONECRAFT , NSW 2065 Birth Details: 18/03/1978 PORT LINCOLN SA Appointment Date: 16/03/2009

Role: Secretary 2E2934476 Name: EDLER, MARK 55 YANKO ROAD Address: WEST PYMBLE , NSW 2073 Birth Details: 17/05/1975 ONTARIO CANADA Appointment Date: 18/12/2015

Role: Administrator of a Company under Administration 7E7854556 Name: MCCANN, MICHAEL GERARD Cl- GRANT THORNTON AUSTRALIA LIMITED 'KING GEORGE CENTRAL' LEVEL 18 Address: 145-147 ANN STREET BRISBANE , QLD 4000 Appointment Date: 07/04/2016

Role: Administrator of a Company under Administration 7E7854556 Name: BYRNES, MATTHEW JAMES GRANT THORNTON 'THE RIALTO' LEVEL 30 Address: 525 COLLINS STREET MELBOURNE , VIC 3000 Appointment Date: 07/04/2016

Role: Administrator of a Company under Administration 7E7854556 Name: JAHANI, SAID GRANT THORNTON AUSTRALIA LIMITED LEVEL 17 Address: 383 KENT STREET SYDNEY , NSW 2000 Appointment Date: 07/04/2016

Role: Administrator of a Company under Administration 7E7854556 Name: BILLINGHAM, PAUL ANDREW GRANT THORNTON AUSTRALIA LIMITED LEVEL 17 Address: 383 KENT STREET SYDNEY, NSW 2000 Appointment Date: 07/04/2016

Former Company Officers Document Number

Role: Former Principal Executive Officer Name: PRESCOTT, JOHN BARRY Address: Birth Details: 22/10/1940 SYDNEY NSW Appointment Date: 21/07/1987 Cease Date: 28/06/1991

Role: Former Principal Executive Officer Name: RICE, DAVID MARSHALL 43 MOLESWORTH STREET Address: KEW , VIC 3101 Birth Details: 05/04/1928 SYDNEY NSW Appointment Date: 31/05/1987 Cease Date: 15107/1987

Role: Former Principal Executive Officer Name: LOTON, BRIAN THORLEY Address: Birth Details: 17/0511929 PERTH WA Appointment Date: 22/07/1958 Cease Date: 31/05/1987

Role: Former Director 1E8619880 Name: GALBRAITH, COLIN ROBERT 70 HAROLD STREET Address: MIDDLE PARK, VIC 3206 Birth Details: 23/03/1948 MELBOURNE VIC Appointment Date: 23/10/2000 Cease Date: 22/12/2015

Role: Former Director 023944858 Name: SMORGON, GRAHAM JOSEPH GBM GROUP LEVEL 12 Address: 10 QUEENS ROAD MELBOURNE , VIC 3004 Birth Details: 10111/1949 MELBOURNE VIC Appointment Date: 17/09/2007 Cease Date: 17/11/2015

Role: Former Director 020088094 Name: PRITCHARD, DEAN ANTONY 62 PASLEY STREET Address: SOUTH YARRA , VIC 3141 Birth Details: 28/09/1944 ADELAIDE SA Appointment Date: 23/10/2000 Cease Date: 17/11/2014

Role: Former Director 025556654 Name: SMEDLEY, PETER JOHN 3663 POINT NEPEAN ROAD Address: PORTSEA , VIC 3944 Birth Details: 02101/1943 PERTH WA Appointment Date: 23/10/2000 Cease Date: 17/11/2014

Role: Former Director 1E8997432 Name: PLUMMER, GEOFFREY JOHN UNIT 323 Address: 19 HICKSON ROAD THE ROCKS, NSW 2000 Birth Details: 14/03/1956 MELBOURNE VIC Appointment Date: 20/12/2004 Cease Date: 15/07/2013

Role: Former Director 016566906 •

-16- Name: DOYLE, EILEEN JOY 6 BLANDFORD STREET Address: FENNELL BAY, NSW 2283 Birth Details: 23/01/1955 NEWCASTLE NSW Appointment Date: 23/10/2000 Cease Date: 15/11/2010

Role: Former Director 023944858 Name: COX, LAURENCE GRIMES LEVEL 23 Address: 101 COLLINS STREET MELBOURNE , VIC 3000 Birth Details: 09/1211938 BENALLA VIC Appointment Date: 17/09/2007 Cease Date: 15/11/2010

Role: Former Director 016566906 Name: ROACH, NEVILLE JOSEPH UNIT 3 Address: 146 HIGH STREET NORTH SYDNEY, NSW 2060 Birth Details: 16/11/1938 BRAOCH INDIA Appointment Date: 23/10/2000 Cease Date: 16/11/2009

Role: Former Director 00441083M (AR 2002) Name: EVERY, ROBERT LINDSAY UNIT 6 Address: 28 BILLYARD AVENUE ELIZABETH BAY, NSW 2011 Birth Details: 18/06/1945 CRONULLA NSW Appointment Date: 13/07/2000 Cease Date: 01/05/2005

Role: Former Director 016566906 Name: MEIKLEJOHN, DAVID EDWARD 23 CHIVERS ROAD Address: TEMPLESTOWE , VIC 3106 Birth Details: 22/01/1942 MARYBOROUGH VIC Appointment Date: 23/10/2000 Cease Date: 28/02/2005

Role: Former Director 00441083K (AR 2000) Name: CARRASCO, BERNARD LEON 46 BANK STREET Address: NORTH SYDNEY, NSW 2060 Birth Details: 06/01/1943 ALGERIA Appointment Date: 14104/2000 Cease Date: 18/06/2001

Role: Former Director 013385684 Name: HEDGES, MARK EDWARD 7 ANZAC PARADE Address:

-17- NEWCASTLE, NSW 2300 Birth Details: 06/11/1955 SYDNEY NSW Appointment Date: 12/12/1997 Cease Date: 23/10/2000

Role: Former Director 016929441 Name: HEDGES, MARK EDWARD 7 ANZAC PARADE Address: NEWCASTLE, NSW 2300 Birth Details: 06111/1955 SYDNEY NSW Appointment Date: 23/10/2000 Cease Date: 23/10/2000

Role: Former Director 015629314 Name: DAY, GEOFFREY MALCOLM 56 DORSET DRIVE Address: ST IVES , NSW 2075 Birth Details: 30/07/1956 STRATHALBYN SA Appointment Date: 25/06/1999 Cease Date: 13/07/2000

Role: Former Director 015629314 Name: KEAST, CHRISTOPHER REGINALD 34 ST CLEMS STREET Address: ELTHAM , VIC 3095 Birth Details: 08/11/1960 MELBOURNE VIC Appointment Date: 25/06/1999 Cease Date: 13/07/2000

Role: Former Director 013385684 Name: HOCKRIDGE, LANCE EDWIN 6 BOATMANS ROW Address: ELEEBANA , NSW 2282 Birth Details: 03/06/1954 TENTERFIELD NSW Appointment Date: 12/12/1997 Cease Date: 14/04/2000

Role: Former Director 004410831 (AR 1998) Name: MACGOWAN, DAVID IAN 11 TALUS STREET Address: NAREMBURN , NSW 2065 Birth Details: 11/07/1947 MELBOURNE VIC Appointment Date: 17/12/1998 Cease Date: 25/06/1999

Role: Former Director 013385684 Name: ROBINSON, BRUCE CHARLES 7 FENTON AVENUE Address: BAR BEACH , NSW 2300 Birth Details: 22/07/1945 BELMONT NSW Appointment Date: 12112/1997 Cease Date: 24/12/1998

-18- Role: Former Director 003065925

Name: CRAWFORD, BRUCE JOHN 27 GOLLAN AVENUE Address: NORTH PARRAMATTA , NSW 2151 Birth Details: 10/07/1946 SYDNEY NSW Appointment Date: 30/06/1992 Cease Date: 1211211997

Role: Former Director 012144484 Name: MACGOWAN, DAVID IAN 11 TALUS STREET Address: NAREMBURN , NSW 2065 Birth Details: 11/07/1947 MELBOURNE VIC Appointment Date: 17/09/1996 Cease Date: 12/12/1997

Role: Former Director 007814637 Name: PARKER, GRAHAME MAURICE APARTMENT 15 Address: 93 RIDGE STREET NORTH SYDNEY , NSW 2060 Birth Details: 09/04/1944 NOWRA NSW Appointment Date: 01/06/1994 Cease Date: 31/10/1997

Role: Former Director 004338380 Name: ZUGAI, MICHAEL 122 FRANCIS GREENWAY DRIVE Address: CHERRYBROOK , NSW 2126 Birth Details: 11/05/1951 GRETA NSW Appointment Date: 03/05/1993 Cease Date: 28/08/1996

Role: Former Director 004338380 Name: CUNNINGHAM, JAMES ROBERT 9 BRANDON PLACE Address: ST IVES, NSW 2075 Birth Details: 01/02/1941 HAMILTON NSW Appointment Date: 30/06/1992 Cease Date: 28/08/1996

Role: Former Director 004338380 Name: FARRANDS, WILLIAM 44 LOUISA ROAD Address: BIRCHGROVE , NSW 2041 Birth Details: 05105/1933 WIMBLEDON UNITED KINGDOM Appointment Date: 30/06/1992 Cease Date: 31/05/1994

Role: Former Director 003065925 Name: JAN ES, TERENCE BERNARD 5 DUER PLACE Address: CHERRYBROOK , NSW 2126 Birth Details: 23/0611953 MELBOURNE VIC Appointment Date: 30/06/1992 Cease Date: 03/05/1993

Role: Former Director 001440874 Name: MCMASTER, IAN MELVILLE LEVEL 4 Address: 3749 PITT STREET SYDNEY, NSW 2000 Birth Details: 28/09/1948 TAS Appointment Date: 15/07/1991 Cease Date: 30/06/1992

Role: Former Director Name: MCGREGOR, GRAEME WILLIAM 5 VISCOUNT DRIVE Address: DONCASTER , VIC 3108 Birth Details: 23/01/1939 MULLUMBIMBY NSW Appointment Date: 16/10/1989 Cease Date: 30/06/1992

Role: Former Director Name: SMITH, COLIN EDWIN 7 SERPENTINE STREET Address: SURREY HILLS , VIC 3127 Birth Details: 02/01/1945 SYDNEY NSW Appointment Date: 16/10/1989 Cease Date: 30/06/1992

Role: Former Director 001440874 Name: MCNEILLY, RONALD JOHN Address: Birth Details: 25/07/1943 BRISBANE QLD Appointment Date: 15/07/1991 Cease Date: 30/06/1992

Role: Former Director Name: PRESCOTT, JOHN BARRY '02' SUITE 1 LEVEL 1 Address: 11 QUEENS ROAD MELBOURNE , VIC 3004 Birth Details: 22/1011940 SYDNEY NSW Appointment Date: 21/07/1987 Cease Date: 28/06/1991

Role: Former Director Name: JEANS, PAUL EDWARDS 5 MEATH PLACE Address: KILLARNEY HEIGHTS , NSW 2087 Birth Details: 03/12/1941 SYDNEY NSW Appointment Date: 26/02/1990 Cease Date: 28/06/1991 Role: Former Director Name: MCNEILLY, RONALD JOHN Address: Birth Details: 25/07/1943 BRISBANE QLD Appointment Date: 30/11/1987 Cease Date: 01/0211990

Role: Former Director Name: PARKER, GRAHAM MAURICE Address: 3 TANJIL COURT MOUNT WAVERLEY , VIC 3149 Birth Details: 09/04/1944 NOWRA NSW Appointment Date: 31/05/1987 Cease Date: 30/09/1989

Role: Former Director Name: COCKBURN, LANCE EDWARD Address: 201 WONGA ROAD RINGWOOD NORTH , VIC 3134 Birth Details: 0410411946 ARMIDALE NSW Appointment Date: 20/04/1989 Cease Date: 08/09/1989

Role: Former Director Name: CHENERY, ROBIN 42 WYNDHAM WAY Address: ELEEBANA , NSW 2282 Birth Details: 20/12/1945 LONDON UNITED KINGDOM Appointment Date: 28/09/1987 Cease Date: 28/0411989

Role: Former Director Name: CASTLEMAN, ALAN JAMES 50 BENWERRIN DRIVE Address: BURWOOD EAST, VIC 3151 Birth Details: 20/05/1941 MELBOURNE VIC Appointment Date: 31/05/1987 Cease Date: 30/11/1988

Role: Former Director Name: MEWING, ALAN VICTOR UNIT 5 Address: 25 MARSHALL STREET MANLY, NSW 2095 Birth Details: 13/11/1930 BRISBANE OLD Appointment Date: 31/05/1987 Cease Date: 01/12/1987

Role: Former Director Name: LAVER, PETER JOHN 21 LAING STREET Address: SURREY HILLS , VIC 3127 Birth Details: 11/08/1940 MELBOURNE VIC Appointment Date: 31/05/1987 Cease Date: 22/07/1987

Role: Former Director Name: RICE, DAVID MARSHALL 43 MOLESWORTH STREET Address: KEW, VIC 3101 Birth Details: 05/04/1928 SYDNEY NSW Appointment Date: 31/05/1987 Cease Date: 15/07/1987

Role: Former Director Name: ZEIDLER, DAVID RONALD UNIT 45 PARK TOWER Address: 238 THE AVENUE PARKVILLE , VIC 3052 Birth Details: 18/03/1918 MELBOURNE VIC Appointment Date: 22/07/1958 Cease Date: 31/05/1987

Role: Former Director Name: HOOKE, JOHN ANTHONY L BUCKINGHAM ROAD Address: KILLARA , NSW 2071 Birth Details: Unknown UNKNOWN Appointment Date: 22/07/1958 Cease Date: 31/05/1987

Role: Former Director Name: BALDERSTONE, JAMES SCHOFIELD 115 MONT ALBERT ROAD Address: CANTERBURY, VIC 3126 Birth Details: 02/05/1921 MELBOURNE VIC Appointment Date: 22/07/1958 Cease Date: 31/05/1987

Role: Former Director Name: OGILVY, ALEXANDER WILLS UNIT 3 Address: 20 YARRA GROVE HAWTHORN , VIC 3122 Birth Details: 10/10/1925 MELBOURNE ViC Appointment Date: 22/07/1958 Cease Date: 31/05/1987

Role: Former Director Name: LOTON, BRIAN THORLEY Cl- BLAZE ACUMEN 'PODIUM HWT TOWER' Address: 40 CITY ROAD SOUTHBANK , VIC 3006 Birth Details: 17/05/1929 PERTH WA

-22- Appointment Date: 22/07/1958 Cease Date: 31/05/1987

Role: Former Director Name: ELLIOTT, JOHN DORMAN UNIT 103 Address: 546 TOORAK ROAD TOORAK , VIC 3142 Birth Details: 03110/1941 MELBOURNE VIC Appointment Date: Unknown Cease Date: 31/05/1987

Role: Former Director Name: GOUGH, JOHN BERNARD 11 DOUGLAS STREET Address: TOORAK , VIC 3142 Birth Details: 22/08/1928 MELBOURNE VIC Appointment Date: 22107/1958 Cease Date: 31/05/1987

Role: Former Director Name: HOLMES A COURT, MICHAEL ROBERT 22 THE ESPLANADE Address: PEPPERMINT GROVE , WA 6011 Birth Details: 27/07/1937 SOUTH AFRICA Appointment Date: Unknown Cease Date: 31/05/1987

Role: Former Director Name: REID, JOHN BOYD 3 WAIWERA STREET Address: LAVENDER BAY, NSW 2060 Birth Details: Unknown UNKNOWN Appointment Date: 22/07/1958 Cease Date: 31/05/1987

Role: Former Director Name: STEEL, KEITH WILLIAM 36 CHERRY STREET Address: WARRAWEE , NSW 2074 Birth Details: 31105/1917 MOONEE PONDS VIC Appointment Date: 22107/1958 Cease Date: 31/05/1987

Role: Former Director Name: MCPHERSON, WILLIAM DAVID 797 ORRONG ROAD Address: TOORAK , VIC 3142 Birth Details: 17/04/1928 MELBOURNE VIC Appointment Date: 22107/1958 Cease Date: 31/05/1987

Role: Former Director Name: WILSON, ALEXANDER MURRAY Address: 26875 NINA PL LOS ALTOS CAL USA Birth Details: Unknown UNKNOWN Appointment Date: 22/07/1958 Cease Date: 17/05/1987

Role: Former Director Name: ADAM, DAVID STOW 15 WILKS AVENUE Address: MALVERN , VIC 3144 Birth Details: 16/11/1930 MELBOURNE VIC Appointment Date: 22/07/1958 Cease Date: 31/12/1986

Role: Former Director Name: DARLING, LEONARD GORDON UNIT 14 Address: 54 ANDERSON STREET SOUTH YARRA , VIC 3141 Birth Details: 04/0311921 LONDON UNITED KINGDOM Appointment Date: 22/07/1958 Cease Date: 08/1111986

Role: Former Director Name: MCNEILL, JAMES CHARLES 104 MONT ALBERT ROAD Address: CANTERBURY, VIC 3126 Birth Details: 29/07/1916 NSW Appointment Date: 22/07/1958 Cease Date: 29/07/1984

Role: Former Director Name: LAW-SMITH, RICHARD ROBERT FAIRLIE Address: 54 ANDERSON STREET SOUTH YARRA , VIC 3141 Birth Details: Unknown UNKNOWN Appointment Date: 22107/1958 Cease Date: 09/07/1984

Role: Farrier Secretary 2E1990453 Name: HICKS, LOUISE KAREN 250 FINCH LEY TRACK Address: LAGUNA , NSW 2325 Birth Details: 05/01/1959 BROKEN HILL NSW Appointment Date: 15/06/2015 Cease Date: 18/12/2015

Role: Former Secretary 1F0191999 Name: NICHOLLS, KARA-LYN 75 ARNOLD STREET Address: KILLARA , NSW 2071 Birth Details: 24/03/1976 ARM1DALE NSW

Appointment Date: 10/08/2009 Cease Date: 18/05/2015

Role: Former Secretary 1E5408464 Name: PAGE, SHARYN ANNE 26 EVANS COURT Address: TOORAK , VIC 3142 Birth Details: 07/01/1963 WAGGA WAGGA NSW Appointment Date: 19/08/2008 Cease Date: 23107/2009

Role: Former Secretary 023944858 Name: JARMAN, RAYMOND PHILLIP UNIT 64 Address: 24 WALKER STREET RHODES , NSW 2138 Birth Details: 04/11/1961 SYDNEY NSW Appointment Date: 26/06/2001 Cease Date: 12/09/2008

Role: Former Secretary 018088815 Name: KREN1CH, JOHN MAURICE 2 BROLGA WAY Address: WEST PENNANT HILLS , NSW 2125 Birth Details: 14/09/1944 SYDNEY NSW Appointment Date: 29/04/2002 Cease Date: 19/08/2008

Role: Former Secretary 004410831 (AR 1998) Name: LOCKE, PAUL REGINALD 6 PENRHYN AVENUE Address: PYMBLE , NSW 2073 Birth Details: 27/04/1942 SYDNEY NSW Appointment Date: 17/12/1998 Cease Date: 20/05/2002

Role: Former Secretary 013385684 Name: HEDGES, MARK EDWARD 7 ANZAC PARADE Address: NEWCASTLE , NSW 2300 Birth Details: 06/11/1955 SYDNEY NSW Appointment Date: 12/12/1997 Cease Date: 23/10/2000

Role: Former Secretary 009451948 Name: DAY, GEOFFREY MALCOLM 46 BROUGHTON ROAD Address: SURREY HILLS, VIC 3127 Birth Details: 30/07/1956 STRATHALBYN SA Appointment Date: 14/09/1995 Cease Date: 12/12/1997

Role: Former Secretary 011512036

-25-

Name: LOCKE, PAUL REGINALD 6 PENRHYN AVENUE Address: PYMBLE , NSW 2073 Birth Details: 27/04/1942 SYDNEY NSW Appointment Date: 17/09/1996 Cease Date: 12/12/1997

Role: Former Secretary 004338380 Name: ZUGAI, MICHAEL Address: 122 FRANCIS GREENWAY DRIVE CHERRYBROOK , NSW 2126 Birth Details: 11/05/1951 GRETA NSW Appointment Date: 03/05/1993 Cease Date: 28/08/1996

Role: Former Secretary 009472673 Name: PRESTON, GREGORY JOHN Address: 20 WYLLIE PLACE CHERRYBROOK , NSW 2126 Birth Details: 26/04/1951 BRIGHTON VIC Appointment Date: 18/08/1995 Cease Date: 28/08/1996

Role: Former Secretary 003690555 Name: MAYO, DONALD STEPHEN 84 MAXWELL STREET Address: SOUTH TURRAMURRA , NSW 2074 Birth Details: 07/02/1940 MAYFIELD NSW Appointment Date: 20/11/1992 Cease Date: 06/09/1995

Role: Former Secretary 003690555 Name: JANES, TERENCE BERNARD 5 DUER PLACE Address: CHERRYBROOK , NSW 2126 Birth Details: 23/06/1953 MELBOURNE VIC Appointment Date: 20/11/1992 Cease Date: 03/0511993

Role: Former Secretary Name: CHRISTENSEN, NEIL SHERR1N 37 GROSVENOR PARADE Address: BALWYN , VIC 3103 Birth Details: 24/01/1953 HAY NSW Appointment Date: 20/04/1989 Cease Date: 20/11/1992

Role: Former Secretary Name: JACOBS, PHILLIP EDWARD 390 BLACKBURN ROAD Address: BURWOOD EAST , VIC 3151 Birth Details: 03/08/1938 WHYALLA SA

-26-

Appointment Date: 20/04/1989 Cease Date: 20/11/1992

Role: Former Secretary Name: KLVAC, GOERGE VOJTECH

Address: 2 HANSEN STREET KEW , VIC 3101 Birth Details: 19/12/1937 ZLIN CZECH REPUBLIC Appointment Date: 22/07/1958 Cease Date: 28/04/1989

Role: Former Secretary Name: TAYLOR, ROGER VERNON Address: 50 O'GRADY STREET CARLTON NORTH , VIC 3054 Birth Details: 24110/1949 MELBOURNE VIC Appointment Date: 26/04/1985 Cease Date: 28/04/1989

Role: Former Secretary Name: STEPHENSON, GEOFFREY DOUGLAS Address: 33 HAWTHORN GROVE HAWTHORN , VIC 3122 Birth Details: 24/10/1935 MELBOURNE VIC Appointment Date: 22/07/1958 Cease Date: 30/10/1987

Role: Former Secretary Name: KERR, STEWART INNES 35 GARDENIA ROAD Address: GARDENVALE , VIC 3185 Birth Details: Unknown UNKNOWN Appointment Date: 22/07/1958 Cease Date: 26/04/1985

Role: Former Appointed Auditor 018255987 (FR 2002) Org Name: ERNST & YOUNG Number: 022764129 321 KENT STREET Address: SYDNEY, NSW 2000 Appointment Date: 27/06/2002 Cease Date: 28/11/2007

Role: Former Appointed Auditor 016019517 (FR 2000) Org Name: ARTHUR ANDERSEN & CO Number: 020926630 357-363 GEORGE STREET Address: SYDNEY, NSW 2000 Appointment Date: 01/01/1991 Cease Date: 27/06/2002

Role: Former Appointed Auditor

-27- Org Name: ARTHUR YOUNG Number: 058386404 LEVEL 20 Address: 500 BOURKE STREET MELBOURNE , VIC 3000 Appointment Date: Unknown

Cease Date: 01/0111991

Role: Former Ultimate Holding Company 0441083A (AR 1990) Org Name: BHP BILLITON LIMITED A.C.N.: 004028077 A.B.N.: 49004028077 Address:

Current Share Structure Document Number Share Class: ORD (ORDINARY) 2E1115902 Number of Shares Issued: 2937293755 Amount Paid: $ 5051402213.97 Total Unpaid: $ 0.00

Note: For each class of shares issued by a proprietary company, ASIC records the details of the twenty members of the class (based on shareholdings). The details of any other members holding the same number of shares as the twentieth ranked member will also be recorded by ASIC on the database. Where available, historical records show that a member has ceased to be ranked amongst the twenty members. This may, but does not necessarily mean, that they have ceased to be a member of the company.

Former Share Structures Document Number Share Class: ORD2 (ORDINARY 2) 020716255 Number of Shares Issued: 35749 Amount Paid: $ 37000.22 Total Unpaid: $ 0.00

Share Class: ORD1 (ORDINARY 1) 020716255 Number of Shares Issued: 222578 Amount Paid: $ 206062.71 Total Unpaid: $ 0.00

Share Class: L (CLASS L SHARES) 00441083C (AR 1992) Number of Shares Issued: 1 Amount Paid: $ 10.00 Total Unpaid: $ 0.00

Share Class: M (CLASS M SHARES) 00441083C (AR 1992) Number of Shares Issued: 1 Amount Paid: $ 20.00 Total Unpaid: $ 0.00

-28- twenty members. This may, but does not necessarily mean, that they have ceased to be a member of the company.

External Administration Documents Document Number Documents relating to External Administration and/or appointment of a Controller. This document may not list all documents relating to this status. State and Territory records should be searched.

Form Code:505 3 Pages Lodged: 07/04/2016 Processed: 07/04/2016 7E7854556 505U NOTIFICATION OF APPT OF ADMINISTRATOR UNDER S.436A, 436B, 436C, 436E(4), 449B, 449C(1), 449C(4) OR 449(6)

ASIC Satisfied Charges and Related Documents

There are no satisfied charges recorded for this organisation (No charges records are displayed where the extract type is current).

Note: This extract may not contain all charges for organisations registered prior to 1991 and it may be advisable to also search the state or territory records held by A.S.I.C.

Note: On January 30, 2012 the Personal Property Securities Register (PPS Register) commenced. The details of current charges will only be available from the PPS Register and the details of satisfied charges (as at 30th January 2012) can be obtained from ASIC. Further information can be obtained from www.ppsr.gov.au

Pre-ASIC Documents State Received Date Form Code Status VIC 22105/1987 CCF061 VIC 05/06/1987 CCF061 VIC 23/0711987 CCF061 VIC 12/08/1987 CCF061 VIC 13110/1987 CCF061 VIC 02111/1987 CCF061 VIC 02102/1988 CCF061 VIC 21109/1988 CCF061 VIC 12/10/1988 CCF066 VIC 12/1211988 CCF061 VIC 28/02/1989 CCF065B VIC 05/04/1989 CCF035 VIC 01/05/1989 CCF061 VIC 22/08/1989 CCAP273A VIC 05/09/1989 CCF066 VIC 15/09/1989 CCF061 VIC 17/10/1989 CCF061 VIC 01/03/1990 CCF061 VIC 31/10/1990 CCF066

Annual Returns

Year Return Due Extended Due Date AGM Due Date Extended AGM Due Date AGM Held Outstanding 1986 28/11/1986 28/10/1986 28/10/1986 N

-29- Form 59 Rule 29.02(1) CERTIFICATE IDENTIFYING ANNEXURE No. FEDERAL COURT OF AUSTRALIA

District Registry : Victoria

Division : General

The Australian Workers' Union Applicant

Arrium Limited and others name in the schedule Respondent

This is the annexure marked "KF-2" now produced and shown to Kemal Farouque at the time of affirming his affidavit on 11 April 2016

Before me .

Si nature of perso king affidavit — ESS1CA MARGARET DAWSON-FIELD ( of 453 Lonsd'ale Street, Melbourne an Ausiraflan i..,gal PractiVoner LI vAthin th9 rn,::::::nino of tho Lccial

- - - -; - .• .•t r.; r. :1 Annexure "KF-2" Copy of the ASX Announcement published on 7 April 2016

Filed on behalf of (name & role of party) The Australian Workers Union, Applicant Prepared by (name of person/lawyer) Kamal Farouque Law firm (if applicable) Maurice Blackburn Lawyers Tel 03 . 9605. . 2847 Fax 03 9258 9600 ..... Email kfarouqueemauriceblackurn.com.au Address for service Level 10, 456 Lonsdale Street, Melbourne, Victoria, 3000 (include state and postcode)

-30- p GrantThornton An instinct for growth"

Level 17 The Manager Companies 383 Kent Street ASX Limited Sydney NSW 2000

20 Bridge Street Correspondence to: SYDNEY NSW 2000 Locked Rag 0800 QVB Post Office Sydney NSW 1230 7 April 2016 7 +61282972400 F *61 2 9299 4533 Dear Sir/Madam E info nsw@ati gt corn W www.grantlhornlon nom, au

ASX ANNOUNCEMENT — ARRIUM LIMITED ACN 004 410 883 (ASX: AM)

ARRIUM LIMITED AND ASSOCIATED ENTITIES (ADMINISTRATORS APPOINTED) (Collectively "the Group" refer to Schedule 1)

Atrium Limited and a number of its subsidiaries, as detailed in Schedule 1, appointed Grant Thornton Australia partners Paul Billingham, Said jahani, Matthew James Byrnes and Michael Gerard McCann as Joint and Several Administrators of the Group on 7 April 2016. The appointment was made by the Group's directors pursuant to section 436A of the Corporations Act 2001.

The Group will continue to trade on a "business as usual" basis whilst the Administrators undertake a comprehensive and thorough review to identify the steps that can and should be taken to stabilise the Australian steel and mining businesses, with a review to restructure.

The overseas operations of Arrium, principally the Moly-Cop business, should be largely unaffected by this appointment and will also continue to operate on a "business as usual" basis.

Updates will be provided to shareholders over the course of the Administration.

The first meeting of creditors is scheduled for 19 April 2016 for which creditors of the Group will receive separate notification.

Yours faithfully

Michael Gerard McCan Joint and Several Administrator

Enc.

Gran( Thornton Mobile a Linirted APR 41 127 556309 AN 127 556 339

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liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those Stales where a current scheme applies

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-31- Schedule

compapyNanA kN A.C.N. 006 769 035 Ply Lid 006 769 035 Akkord Pty Limited 060 486 991 ANI Construction (WA) Pty. Limtled 008 870 871 Anium Finance Ply Limited 093 954 940 ATTII1M Iron ore Holdings Ply Limited 152 752 844 Arrium Limited 004 410 833 Atlas Group Employees Superannuation Fund Pty. Ltd, 060 568 998 Atlas Group Staff Superannuation 'Fund Ply, Ltd, 059 669 241 Atlas Group Superannuation Plan Ply Ltd 065 649 050 Australian National Industries Ply Ltd 000 066 071 Australian Wire Industries Ply Ltd 064267 456 Austube Mills Holdings Pty Limited 123 160 172 Austube Mills Ply Limited 123 666 679 AWI Holdings Pty Limited 004 157 475 B.G.J. Holdings Proprietary Limited 004 859 536 Bradken Consolidated Ply Limited 000 011 932 Ceotral Iron Ply Limited 143503 397 . Cockatoo Dockyard Ply Limited 000 025 918 Comsteel Pty. Limited 006 218 524 Coober Pedy Resources Ply Limited 151 599 906 Eagle &•lobe Pty Limited 000 122305 Email Accumulation Superannuation Pty Ltd 065 263 658 Email Executive Superannuation Ply Ltd 065 263 818 Email Holdings Pty Limited 092 398 555 Email Management Superannuation Ply Ltd 065 263.710 Email Metals Ply. Ltd. 004 574 681 Email Ply Ltd 000 029 407 Email Superannuation Ply Limited 065 263 603 Emwest Holdings Pty. Ltd. 001 992 123 Emwest Properties Ply Limited 003 196 334 GSF Management Pty Limited 064 116 874 J. Murray-More (Holdings) Ply Ltd .000 158 412 John McGrath Ply Ltd 000 004 937 KelvInator Australia Pty Ltd 007 873 734 Litesteel Products Pty Limited 109 854 677 Litesteel Technologies Pty Limited 113 101 054 Metals Properties Pty. Ltd. 000 040 040 Metalstores Ply Limited 000 267 112 Metpol Ply Limited 000 927 373 N.K.S. (Holdings) Proprietary Limited 004 321 313 0 Dee Gee Co. Pty. Ltd. 004 208 191 Onesteel Americas Holdings Ply Limited 147 067 016 Onesteel Building Supplies Ply Limited 000 045 349 Onesteel Coil Coaters Pty limited 123 138 732 OneSteel Manufacturing Ply Limited 004 651 325 °nested MBS Ply Limited 096 273 979 Onesteel Nsw Pty Limited 003 312 892 Onesteel Queensland Ply Limited 010 558 871 ()nested Recycling Holdings Ply Limited 059 240 952 Onesteet Recycling Overseas Ply Limited 105 479 356 Onesteel Recycling Ply Limited 002 707 262 Oriesleel Reinforcing Pty Limited 004 148 289 Onesteel Stainless Australia Pty Limited 004 610 851 Onesteel Stainless Pty Limited 006 362 662 Onesteel Technologies Pty Limites 096 380210 Ohesteel Trading Pty Limited 007 519 646. Onesteel US Investments 1 Ply Limited 131 211 606 Onesteel US Investments 2 Ply Limited 131 211 571 Onesteel Wire Pty Limited 000 010 873 Overseas Corporation (Australia) Pty Ltd 004 242 086 P & T Tube Mills Pty Limited 010469 977

-32- Palmer Tube Mills Pty Limited 010 469 879 Pipeline Supplies of Australia Pty Limited 008 573 475 Reosteel Ply Limited 000 142 094 Roentgen Ray Ply Ltd 000 028 106 Southern Iron Ply Limited 119 611 068 SSG Investments Ply Ltd 085 490 526 SSG No.2 Ply Ltd 0137 840 720 SSG No.3 Ply Lid 087 840 515 SSGL Share Plan Nominees Pty Ltd 085 943 540 SSX Acquisitions Ply Limited 090 574 520 SSX Employees Superannuation Fund Ply Lid 064 431 116 SSX Holdings Ply Limited 087 813 116 SSX International Ply Limited 084 990 947 SSX Ply Limited 062 181 726 SSX Retirement Fund Ply Ltd 064 431 303 SSX Services Pty Limited 083 090 831 SSX Staff Superannuation Fund Ply Ltd 064 431 072 Tosco Superannuation Management Ply Ltd 071 901 712 The AM Corporation Pty Limited 000 421 358 The Australian Steel Company {Operations) Ply Limited 069 426 955 Tube Estates Ply. Ltd. 010 449 932 Tube Street Ply Ltd 004 785 157 Tube Technology Pty. Ltd. 010 469 986 Tubemakers of Austrabe Ply Limited 000 005 498 Tubemakers Somerton Pty Limited 004 595 546 Western Consolidated Industries Ply Ltd 001 185 913 Whyal1a Ports Pty Limited 153 225 364 KU. Ply Ltd 004 081 903 XEM (Aunt) Pty Limited 004 158 025 XLA Fly Ltd 004 239292 XLL Ply Ltd 006 301 266 XMS Holdings Ply Limited 008 742 014 Zinctek ply limited 010 479 790

-33- Form 59 Rule 29.02(1) CERTIFICATE IDENTIFYING ANNEXURE No. FEDERAL COURT OF AUSTRALIA

District Registry : Victoria

Division : General

The Australian Workers' Union Applicant

Arrium Limited and others name in the schedule Respondent

This is the annexure marked "KF-3" now produced and shown to Kemal Farouque at the time of affirming his affidavit on 11 April 2016

Before me: "t ap , / IP nature o person affidavkin - " JESSICA MARGARET DAWSON-FIELD of 456 Lonsdale Street, Melbourne an Australian Legal Practitioner within the meaning of the Legal Profession Uniform Law (Victoria) Annexure "KF-3" Copy of standard letter proposed to be sent to employee creditors of the Group

Filed on behalf of (name & role of party) The Australian Workers' Union, Applicant Prepared by (name of person/lawyer) Kannal Farouque Law firm (if applicable) Maurice Blackburn Lawyers _ Tel 03 9605 2847 . Fax 03 9258 9600 . _ Email [email protected] Address for service Level 10, 456 Lonsdale Street, Melbourne, Victoria, 3000 (include state and postcode)

-34- 0 GrantThornton An instinct for growth

To the Employee as Addressed Level 17 383 Kent Street Sydney NOW 2000

Correspondence to: Locked Bag 0800 QVB Post Office 7 April 2016 Sydney NSW 1230

T 1-61 2 8297 2400 Dear Sir/Madam F +61292994533 E [email protected] W www.grantthornton.com.au ARRIUM LIMITED AND ASSOCIATED ENTITIES (ADMINISTRATORS APPOINTED) (Collectively "the Group" refer to Schedule 1)

Paul Billingham, Said Jahani, Matthew Byrnes and I were appointed Joint and Several Administrators of the Group on 7 April 2016.

This circular is to advise you about the status of your employment by the Group.

Enclosed is an information sheet from the Australian Securities and Investments Commission ("ASIC") which provides general advice to employees whose employer is in Voluntary Administration.

Employment during the Voluntary Administration Your employment with the Group continues on the same terms and conditions that existed at the time of our appointment.

As a consequence of the appointment, the Joint and Several Administrators assume ultimate responsibility for the Group's management and control of assets.

All monies received must be forwarded to Grant Thornton or paid into new bank accounts that we are in the process of opening for the administration.

We will be organising for every invoice, order for goods, business letter, or similar document to have the words (Administrators Appointed) following the relevant company name which is a requirement of the Corporations Act.

All assets must be secured against theft.

All known breaches of the law or regulations (e.g. occupational health & safety, environmental, hygiene, fire, etc.) are to be notified to us in writing immediately.

Your employee entitlements at the date of our appointment ' Entitlements owing to you as at the date of our appointment ate a claim against the Company which employs you. Under the Fair Entitlements Guarantee ("FEG), which provides a safety net arrangement for eligible employees, an employee may be entitled to

Grant Thornton Aus-hala Limbed ABN 41 127 556 389 ACN 127 656 389

'Grant Thornton refers to tie brand under wNch the Grant Thomlon member lions provide assurance, tax and advisory services to their clients andlor refers to one or more membro 6TRIS, as the context requires. Grant Thornton Australia Limited is a member firm of Grarb Thornton Internalicoal Ltd 1GTIL). GTIL and the member firms are not a worklvdide partnership. GTIL and each member firm is a separate legal entity. Services 219 delivered by Ile member lums. STIL does not provide seollOes to client. GT1L and its member firms are not agents of, and do net obligate one another and are not liable tor one antihero acts or omissions, in the ;woolen context only, she use elite tenn 'Grant Thorne:fl i msy refer to Glen/Thornton Australia Llrefted ABN 41 12? 556 389 arid its Australian subsidiaries and related entities. G111. Is not an Austreban rebated entity to Grant -Raritan Australia limited

Liability limited by a scheme approved under Professional Standards Legislation. Liability is knifed in those States where a current scheme applies

-35- GrantThornion 2

receive a portion of their claim if the Group enters into liquidation. At present the Group is not in liquidation.

Please note the eligibility of each claim is determined by the Department of Employment and Workplace Relations and please go to the FEG website at www.workplace.gov.au for more information.

In accordance with Section 556 of the Corporations Act 2001, any unpaid wages, superannuation, leave and other such entitlements arising out of your employment with the Group will ordinarily rank as a priority claim against certain assets of the Group. At this stage, we are unable to confirm whether there will be sufficient funds available in this regard to make a dividend to priority creditors.

The Administrators will be paying you for any unpaid wages relating to the period prior to our Appointment in the ordinary payroll runs.

Your superannuation We understand your super is held in 'trust' by an independent trustee, in the case of Russell Supersolution this trustee is Total Risk Management Pty Ltd. This means the trustee holds the money on your behalf separate to the Group and any service providers. The trustee must always act in your best interests and there are specific laws preventing the trustee from allowing your employer to access your retirement savings. As a consequence, the voluntary administration does not effect your superannuation balance.

What do you need to do? In short, please continue with your ordinary duties, if you have any queries regarding the discharge of your duties, please elevate it to your direct supervisor as you would in any other event.

The Administrators will be relying on the existing management structure currently in place and do not intend to disrupt this function. We will liaise and relay all critical information through the Executive General Managers for each business unit as the Group have done previously.

All creditors including employees will in the next few days be receiving notice of the first meeting of creditors, this will provide further information around the administration process.

What does this mean for the Group? Voluntary Administration will give the Administrators of the Group time and space to develop options that both preserve value and optimise the position of its creditors. This starts with stabilising the current situation and working with all stakeholders to identify ways that core performance can be improved in key business units.

To that end, the Administrators will be assuming executive control immediately and undertaking a comprehensive and thorough review to identify the steps that can and should be taken to restructure the core Australian steel and mining businesses.

-36- GrantThornton 3

The outcome of that review, which may take up to two months, cannot be predicted but it will shape the overall best strategy for the Group. Our assessment shows, with the reasonable support of its customers, suppliers, lenders and people, the Group can continue to operate on a business as usual basis while that work is undertaken and indeed for the foreseeable future.

The overseas operations of the Group, principally the Moly-Cop business, should be largely unaffected by this appointment. However, they will also be supported by local Grant Thornton partners in each country as we develop an understanding of their needs and ensure that they too can operate on a business as usual basis.

This appointment delivers a unique opportunity to operationally and financially restructure the complex Australian business of the Group. The Administrators are conscious of the needs of all stakeholders and seeks their support to preserve business value, employment and the communities where the Group operates.

As Voluntary Administrators we aim to run an efficient, transparent and value driven process that maximises the prospects of achieving exactly that. We will also thoroughly and impartially investigate the events and actions that have brought the Group to this position and maintain an open dialogue throughout.

So to summarise:

• The Administrators have assumed control of the Australian operations of the Group; directors powers are suspended

• The overseas businesses of the Group, including Moly-Cop, are largely unaffected

• We are working to identify ways to restructure the Australian steel and mining businesses as a key drives to the optimal realisation strategy

• In the meantime it is business as usual globally and no new redundancies are expected while the review is underway

• We need all stakeholders to support the Group while this work is undertaken.

Important information The Joint and Several Administrators have not adopted or assumed any personal liability relating to your employment contract. This means the Joint and Several Administrators' personal liability to you is limited to the direct wages associated with services you have rendered during the period of the Voluntary Administration.

-37- GrantThornton 4

Should you have any queries in relation to the above, please email emp1oyee.arriurn2linkmarketservices.corn.au or call 1300 553 490 with your queries and we will seek to respond as promptly as possible or alternatively where Grant Thornton staff are on site, please feel free to contact them and discuss your query with them directly.

Yours faithfully

Michael McCann Joint and Several Administrator

Enc.

-38- Schedule 1

Company Name ACN A.C.N. 006 769 035 Pty Ltd 006 769 035 Akkord Ply Limited 060 486 991 ANI Construction (W.A.) Pty. Limited 008 670 871 Arrium Finance Ply Limited 093 954 940 Arrium Iron ore Holdings Pty Limited 152 752 844 Arrium Limited 004 410 833 Atlas Group Employees Superannuation Fund Pty. Ltd. 060 568 998 Atlas Group Staff Superannuation Fund Pty. Ltd. 059 654 241 Atlas Group Superannuation Plan Pty Ltd 065 649 050 Australian National Industries Ply Ltd 000 066 071 Australian Wire Industries Pty Ltd 064 267 456 Austube Mills Holdings Pty Limited 123 160 172 Austube Mills Ply Limited 123 666 679 AWI Holdings Pty Limited 004 157 475 B.G.J. Holdings Proprietary Limited 004 859 536 Bradken Consolidated Pty Limited 000 011 932 Central Iron Pty Limited 143 503 397 Cockatoo Dockyard Pty Limited 000 025 918 Comsteel Pty Limited 006 218 524 Coober Pedy Resources Pty Limited 151 599 905 Eagle & Globe Pty Limited 000 122 305 Email Accumulation Superannuation Pty Ltd 065 263 658 Email Executive Superannuation Ply Ltd 065 263 818 Email Holdings Pty Limited 092 348 555 Email Management Superannuation Pty Ltd 065 263 710 Email Metals Pty. Ltd. 004 574 681 Email Pty Ltd 000 029 407 Email Superannuation Pty Limited 065 263 603 Emwest Holdings Pty. Ltd. 001 992 123 Emwest Properties Pty Limited 003 146 334 GSF Management Pty Limited 064 116 874 J. Murray-More (Holdings) Ply Ltd 000 158 412 John McGrath Pty Ltd 000 004 937 Kelvinator Australia Pty Ltd 007 873 734 Litesteel Products Pty Limited 109 854 677 Litesteel Technologies Pty Limited 113 101 054 Metals Properties Pty. Ltd. 000 040 040 Metalstores Pty Limited 000 267 112 Metpol Pty Limited 000 927 373 N.K.S. (Holdings) Proprietary Limited 004 321 313 Cr Dee Gee Co. Pty. Ltd. 004 208 191 Onesteel Americas Holdings Pty Limited 147 067 016 Onesteel Building Supplies Ply Limited 000 045 349 Onesteel Col Coaters Pty Limited 123 138 732 OneSteel Manufacturing Pty Limited 004 651 325 Onesteel MBS Ply Limited 096 273 979 Onesteel Nsw Pty Limited 003 312 892 Onesteel Queensland Ply Limited 010 558 871 Onesteel Recycling Holdings Pty Limited 059 240 952 Onesteel Recycling Overseas Pty Limited 105 479 356 Onesteel Recycling Pty Limited 002 707 262 Onesteel Reinforcing Pty Limited 004 148 289 Onesteel Stainless Australia Pty Limited 004 610 851 Onesteel Stainless Ply Limited 006 362 652 Onesteel Technologies Pty Limites 096 380 219 Onesteel Trading Ply Limited 007 519 646 Onesteel US Investments 1 Pty Limited 131 211 606 Onesteel US Investments 2 Pty Limited 131 211 571 Onesteel Wire Pty Limited 000 010 873 Overseas Corporation (Australia) Pty Lid 004 242 086 P & T Tube Mills Pty Limited 010 469 977 Palmer Tube Mills Pty Limited 010 469 879 Pipeline Supplies of Australia Pty Limited 008 573 475

-39- Schedule 1 (Cant)

Company Name ACN Reosteel Ply Limited 000 142 094 Roentgen Ray Pty Ltd 000 028 106 Southern Iron Pty Limited 119 611 068 SSG Investments Ply Ltd 085 490 526 SSG No.2 Pty Ltd 087 840 720 SSG No.3 Pty Ltd 087 840 515 SSOL Share Plan Nominees Pty Ltd 085 943 540 SSX Acquisitions Pty Limited 090 574 520 SSX Employees Superannuation Fund Ply Ltd 064 431 116 SSX Holdings Pty Limited 087 813 116 SSX International Pty Limited 084 990 947 SSX Pty Limited 082 181 726 SSX Retirement Fund Pty Ltd 064 431 303 SSX Services Pty Limited 083 090 831 SSX Staff Superannuation Fund Pty Ltd 064 431 072 Tasco Superannuation Management Ply Ltd 071 901 712 The ANI Corporation Pty Limited 000 421 356 The Australian Steel Company (Operations) Pty Limited 069 426 955 Tube Estates Pty. Ltd. 010 449 939 Tube Street Pty Ltd 004 785 157 Tube Technology Pty. Ltd. 010 469 986 Tubemakers of Australia Pty Limited 000 005 498 Tubemakers Somerton Ply Limited 004 595 546 Western Consolidated Industries Pty Ltd 001 185 913 Whyalla Ports Pty Limited 153 225 364 X.C.E. Pty Ltd 004 081 903 XEM (Aust) Pty Limited 004 158 025 XLA Pty Ltd 004 239 392 XLL Pty Ltd 006 301 266 XMS Holdings Pty Limited 098 742 014 Zinctek ply limited 010 474 790

-40-

ASIC Australian Securities ax investments Commission

INFORMATION SHEET 75

Voluntary administration: a guide for employees If a company is in financial difficulty, it can be put into voluntary administration. This information sheet provides general information for employees of companies in voluntary administration. Employees should also read ARC's information sheet INFO 74 Voluntary administration: a guide for creditors. Who is an employee? You are likely to be classified as an employee if you are: • engaged by a company under an award, Certified Agreement, Australian Workplace Agreement, or a contract of employment, and • paid a salary, wages or commission. Contractors are not employees. They are ordinary unsecured creditors of the company. If you are an employee who is owed money for unpaid wages, superannuation, annual leave, sick leave, long service leave, retrenchment pay or other benefits, you are a creditor of the company. You may be entitled to some or all of what you are owed in priority to the company's other creditors. The purpose of voluntary administration Voluntary administration is designed to resolve a company's future direction quickly. An independent and suitably qualified person (the voluntary administrator) takes full control of the company to try to work out a way to save either the company or its business. If it isn't possible to save the company or its business, the aim is to administer the affairs of the company in a way that results in a better return to creditors than they would have received if the company had instead been placed straight into liquidation. A mechanism for achieving these aims is a deed of company arrangement. A voluntary administrator is usually appointed by a company's directors, after they decide that the company is insolvent or likely to become insolvent. Less commonly, a voluntary administrator may be appointed by a liquidator, provisional liquidator, or a secured creditor.

A secured creditor is someone who has a charge, such as a mortgage, over company assets, to secure a debt owed by the company. Lenders usually require a charge over company assets when they provide a loan. A company in voluntary administration may also be in receivership: see ASIC information sheet Important note: This information sheet contains a summary of basic information on the topic. It is not a substitute for legal advice. Some provisions of the law referred to may have important exceptions or qualifications. This document may not contain all of the information about the law or the exceptions and qualifications that are relevant to your circumstances. You will need a qualified professional adviser to take into account your particular circumstances and to tell you how the law applies to you.

-41- VOLUNTARY ADMINISTRATION: A GUIDE FOR EMPLOYEES

INFO 55 Receivership: a guide for employees. The voluntary administrator's role After taking control of the company, the voluntary administrator investigates and reports to creditors on the company's business, property, affairs and financial circumstances, and on the three options available to creditors (including employees). These are: • end the voluntary administration and return the company to the directors' control • approve a deed of company arrangement through which the company will pay all or part of its debts and then be free of those debts, or • wind up the company and appoint a liquidator. The voluntary administrator must give an opinion on each option and recommend which option is in the best interests of creditors. In doing so, the voluntary administrator tries to work out the best solution to the company's problems, assesses any proposals put forward by others for the company's future, and compares the possible outcomes of the proposals with the likely outcome in a liquidation. A creditors' meeting is usually held about five weeks after the company goes into voluntary administration to decide on the best option. In complex administrations, the meeting may be held later if the court consents. Employees are entitled to vote at creditors' meetings. You should lodge details of your claim with the voluntary administrator before the meeting to enable you to vote. The voluntary administrator has all the powers of the company and its directors. This includes the power to sell or close down the company's business, or sell individual assets in the lead up to the creditors' decision on the company's future. Another responsibility of the voluntary administrator is to report to ASIC on possible offences by people involved with the company. Employee entitlements If the voluntary administrator continues to trade the business, they must pay out of the assets available to them ongoing wages for services provided and other employee entitlements that arise after the date of their appointment. These payments are treated as an expense of the voluntary administration. The appointment of a voluntary administrator does not automatically terminate the employment of the company's employees. As a result, unless the voluntary administrator adopts the employment contracts or enters into new contracts of employment with employees, they are not personally liable for any employee entitlements that arise during voluntary administration. As voluntary administration is interim form of external administration, employee entitlements that arose prior to voluntary administration are not usually paid during voluntary administration. How and when these employee entitlements are paid depends on the option passed at the creditors' meeting (i.e. company returned to directors, a deed of company arrangement, or liquidation).

Company returned to directors If the company is returned to the directors, the directors will be responsible for ensuring that the company pays outstanding entitlements as they fall due. It is only in very rare circumstances that creditors will resolve to return the company to the control of its directors.

Deed of company arrangement If creditors approve a deed of company arrangement, the priority in which outstanding employee entitlements are paid depends on the terms of the deed. Sometimes the deed proposal is for these entitlements to be paid in the same priority as in a liquidation. Other times, a different priority is proposed. A deed of company arrangement must ensure that employees' entitlements have the same priority as in e Australian Securities & Investments Commission, 13 December 2010 Visit our website: www.asic.gov.au Page 2 of 5

-42- VOLUNTARY ADMINISTRATION: A GUIDE FOR EMPLOYEES

a liquidation unless the eligible employees agree by a majority in both number and value to vary this priority. This means that unless a variation to priority is agreed to, in a deed of company arrangement employees have the right, if there are funds left over after payment of the fees and expenses of the voluntary administrator and deed administrator, to be paid their outstanding entitlements in priority to other unsecured creditors. Priority employee entitlements are grouped into classes and paid in the following order: 1. outstanding wages and superannuation 2. outstanding leave of absence (including annual leave and sick leave, where applicable, and long service leave), and 3. retrenchment pay. Each class is paid in full before the next class is paid. If there are insufficient funds to pay a class in full, the available funds are paid on a pro rata basis (and the next class or classes will be paid nothing). To find out more, see ASIC's information sheet INFO 46 Liquidation: a guide for employees.

Where deed proposal seeks to vary priority for employee entitlements If a deed proposal seeks to vary the priority for employee entitlements, the voluntary administrator must call a meeting of eligible employees giving at least five business days notice of the meeting. They must give to eligible employees at the same time as the notice of meeting a statement setting out: • their opinion about whether the proposed variation would result in the same or better outcome for employees than if the company went into liquidation • their reasons for this opinion, and • any other information to help them make an informed decision about varying the priority.

Before you make a decision on how to vote at the meeting of eligible employee creditors or the creditors' meeting where the decision is made whether or not to accept the deed of company arrangement proposal, make sure you understand how the deed will affect the priority of payment of your outstanding entitlements.

The General Employee Entitlements and Redundancy Scheme (GEERS) GEERS is a basic payment scheme designed to assist employees whose employment has been terminated due to the liquidation or bankruptcy of their employer and who are owed certain employee entitlements. GEERS is administered by the Department of Education, Employment and Workplace Relations. You are not eligible for GEERS assistance if your former employer is a company in voluntary administration or subject to a deed of company arrangement until and unless the company goes into liquidation. If the company was subject to a deed of company arrangement in the 12 months before the liquidation and: • the deed had a different priority for payment of outstanding claims, including employee entitlements to that in a liquidation; and/or • the deed did not provide for the distribution of all of the company's available funds and assets; this will affect your ability to make a claim under GEERS. You may wish to seek independent legal advice on whether the terms of a proposed deed will affect your ability to make a claim under GEERS if the company subsequently goes into liquidation.

-43- VOLUNTARY ADMINiSTRATION: A GUIDE FOR EMPLOYEES

For more on liquidation, refer to our related information sheets (listed below). For more on GEERS, visit www.deewr.gov.au/geers or contact the GEERS Hotline on 1300 135 040 or email [email protected]. If the deed provides for your ongoing employment, you may wish to seek advice on how this affects payment of your outstanding entitlements.

Liquidation If creditors resolve that the company is to be wound up, the priority given to outstanding employee entitlements in a liquidation will apply. Employees have the right, if there are funds left over after payment of the fees and expenses of the administrator and liquidator, to be paid their outstanding entitlements in priority to other unsecured creditors. The grouping of outstanding employee entitlements and order of payment in a liquidation is the same as discussed above. To find out more, see ASIC's information sheet INFO 46 Liquidation: a guide for employees. You may also be entitled to make a claim under GEERS when the company enters into liquidation. Establishing your claim under a deed of company arrangement How claims are dealt with under a deed of company arrangement depends on the deed's terms. Sometimes the deed incorporates the Corporations Act 2001 provisions for dealing with claims in a liquidation. Regardless of the deed's terms, if the deed administrator must pay outstanding priority employee entitlements, they may advise you beforehand how much they believe you are owed. Contact the deed administrator promptly if you disagree with their calculation. You may be required to complete an employee entitlement claim form (this is called a 'proof of debt' in a liquidation). In this case, contact the deed administrator's office to agree and settle the amount. You may need to provide evidence to justify your claim. It is important that you keep your pay records or other records of the terms of your employment. You may also need these records to help you complete your income tax return and establish any entitlement to GEERS if the company proceeds to

When submitting a claim, ask the deed administrator to acknowledge receipt of your claim and advise if any further information is needed. If the deed administrator rejects your claim after you have taken the above steps, you may wish to seek your own legal advice. This should be done promptly. Depending on the terms of the deed, you may have a limited time in which to take legal action to challenge the decision. If you have a query about the timing of the payment, discuss this with the deed administrator. For details on proving your claim in a liquidation, see ASIC's information sheet INFO 46 Liquidation: a guide for employees. Payment Summaries and Separation Certificates Most employees require a PAYG Payment Summary (group certificate) to complete and lodge their income tax return. A Separation Certificate may also be required before an employee who loses their job can apply for social security. If a voluntary administrator or deed administrator pays you any employee entitlements, they must provide you with a PAYG Payment Summary recording the entitlements paid and any income tax deducted. Contact the voluntary administrator or deed administrator to find out if they are going to prepare your PAYG Payment Summary for entitlements paid by the Company prior to their appointment, and, if so, what period it will cover. @ Australian Securities & Investments Commission, 13 December 2010 Visit our website: www.asie.gov.au Page 4 of 5

-44- VOLUNTARY ADMINISTRATION: A GUIDE FOR EMPLOYEES

If you can't obtain a PAYG Payment Summary for any period, contact the Australian Taxation Office on 13 28 61 to find out how to meet your obligations. A voluntary administrator and deed administrator must prepare a Separation Certificate for any employee whose employment is terminated during the voluntary administration or deed of company arrangement. They are not obliged to prepare one for terminations of employment that occurred prior to voluntary administration. Contact Centrelink on 13 10 21 to find out what you should do if you can't obtain a Separation Certificate. Creditors' committee A creditors' committee may be formed to consult with the voluntary administrator or deed administrator, and receive reports on the conduct of their administration. In a voluntary administration, this committee is called a 'committee of creditors'. While the company is under a deed of company arrangement, it is called a 'committee of inspection'. Employees may wish to nominate a representative to be on the committee and have a say in matters that may impact on their interests. Queries and complaints You should first raise any queries or complaints with the voluntary administrator/deed administrator. If this fails to resolve your concerns, including any concerns about the administrator's conduct, you can lodge a complaint with ASIC at www.asic.gov.au/complain, or write to: ASIC Complaints PO Box 9149 TRARALGON VIC 3844

ASIC will usually not become involved in matters of commercial judgement by a voluntary administrator or deed administrator. Complaints against companies and their officers can also be made to ASIC. For other enquiries, contact ASICs infoline on 1300 300 630 or make an enquiry at www.asic.gov.au/question. To find out more For an explanation of terms used in this information sheet, see ASIC's information sheet INFO 41 Insolvency: a glossary of terms. For more on external administration, see ASIC's related information sheets at www.asic.gov.au/insolvencyinfosheets: • INFO 74 Voluntary administration: a guide for creditors • INFO 45 Liquidation: a guide for creditors • INFO 46 Liquidation: a guide for employees • INFO 54 Receivership: a guide for creditors • INFO 55 Receivership: a guide for employees • INFO 43 Insolvency: a guide for shareholders • INFO 42 Insolvency: a guide for directors • INFO 84 Independence of external administrators: a guide for creditors • INFO 85 Approving fees: a guide for creditors These are also available from the Insolvency Practitioners Association (IPA) website at www.ipaa.com.au. The IPA website also contains the EPA's Code of Professional Practice for Insolvency Professionals, which applies to IPA members.

-45- Form 59 Rule 29.02(1) CERTIFICATE IDENTIFYING ANNEXURE No. FEDERAL COURT OF AUSTRALIA

District Registry : Victoria

Division : General

The Australian Workers' Union Applicant

Arrium Limited and others name in the schedule Respondent

This is the annexure marked "KF-4" now produced and shown to Kemal Farouque at the time of affirming his affidavit on 11 April 2016

Before e:

'6 ature of person t king affidavit ESSICA MARGARET DAWSON-FIELD 456 Lansdale Street, Mthaume an Australian Legal Practitioner within the meaning of the Legal Profession Uniform Law (VIcioria) Annexure "KF-4" Copy of FAQ document

Filed on behalf of (name & role of party) The Australian Workers' Union, Aipticant Prepared by (name of person/lawyer) Kamal Farouque Law firm (if applicable) Maurice Blackburn Lawyers Tel 03 9605 2847 Fax 03 9258 9600 Email [email protected] Address for service Level 10, 456 Lonsdale Street, Melbourne, Victoria, 3000 (include state and postcode)

-46- GrantThornton An instinct for growth'

FREQUENTLY ASKED QUESTIONS

ARRIUM LIMITED AND ASSOCIATED ENTITIES (ADMINISTRATORS APPOINTED) (Collectively "the Group" refer to Schedule 1)

GENERAL QUESTIONS What is a Voluntary Administration? Voluntary Administration is a process where an insolvent company is placed in the hands of an independent person (the appointees) who then assume executive control and undertake a comprehensive review to identify the steps that should be taken to restructure the company.

What happened to the Group? On 7 April 2016 Said Jahani, Matthew Byrnes, Paul Billingharn and Michael McCann were appointed Joint and Several Administrators ("the Administrators") of the Group.

A full detailed report into the reasons leading to the Voluntary Administration will be provided to creditors in the Voluntary Administrators Section 439A report once detailed investigations into the Group's failure have been conducted.

What happens next? The Administrators will be assuming executive control immediately and undertaking a comprehensive and thorough review to identify the steps that can and should be taken to restructure the core Australian steel and mining businesses.

The outcome of that review, which may take several months, cannot be predicted but it will shape the overall best strategy for the Group. In the interim our assessment shows, with the reasonable support of its customers, suppliers, lenders and people, the Group can continue to operate on a 'business as usual' basis while that work is undertaken and indeed for the foreseeable future.

EMPLOYEE QUESTIONS Will I be paid my outstanding wages? Yes. All outstanding wages as at the date of the Administrators appointment will be paid in accordance with usual business practice and on the date due.

Going forward the Administrators will continue to meet all wage payments that would be due in the normal course of business.

Will I still get paid for any overtime I work? Yes. Overtime will continued to be paid in accordance with the terms of your employment contract if the overtime has been pre-approved by management. However, at this stage while we are reviewing the operations of the Group, overtime may be limited.

Will I still get paid my shift allowance? Yes. You will continue to receive any entitlement per the terms of your employment contract.

-47- I have Annual Leave booked in. Am I allowed to take it and will I be paid for it? Any Annual Leave approved but not yet taken will be paid by the Administrators in accordance with normal business practice at the time the leave is taken.

What if I need to take Annual Leave, Sick Leave/Other Leave (Maternity, paternity etc)? Any future paid leave will be reviewed on a case by case basis and approval given by management after reviewing business requirements and needs.

Please submit any paid leave requests to your manager following the same procedures used prior to the Administrators appointment.

As the Administrators are continuing to trade as 'business as normal' any leave request submitted to management will be considered taking into account the current business needs.

How will the administration affect my role? The Administrators are trading on a 'business as usual' basis. Your tole will not change and you will continue to have the same role and responsibilities as you did prior to our appointment.

There may be some minor operational changes (such as approval of purchase orders) however these will be communicated with the relevant staff in due course.

Who should I report to? You should continue to report to your manager in accordance with existing reporting structures and procedures.

What if! have a query regarding the Voluntary Administration? Any questions you have which have not been answered in this document should be addressed to your employee representative (if one is available) and thereafter to a Grant Thornton staff member.

What if! have information relevant to the Voluntary Administration that J feel the Administrators should be aware of? Please report any areas of concern as soon as possible to your manager.

If it is not appropriate to report the matter to your manager, please report your area of concern in the first instance to a Grant Thornton staff member.

When and where is the first creditors meeting? A concurrent meeting of creditors for the Group will be held on Tuesday, 19 April 2016 at 2.00pm (Sydney time) at the Wesley Conference Centre, 220 Pitt Street, Sydney NSW 2000

A live webcast of the meetings will also be shown in Whyalla at 1.30pm (Adelaide time). Grant Thornton staff members will be present in Whyalla and you will be provided with an opportunity to vote on the resolutions at the meetings and raise any questions you may have with the Chairman of the meetings, time permitting. The address for the meeting in Whyalla is noted below:

• Westland Hotel, 110 McDouall Stuart Avenue, Whyalla, SA 5608

Ref: G: \IPSSQL \Pecs WA_DOCS Wa-b-022.doc

-48- If there is no meeting location in dose proximity to you, a webcast of the meetings will be available for creditors to view online. Login details for the webcast can be obtained from Link Market Services. Contact details for Link Market Services are noted below:

1. By email to [email protected]

2. By phone to 1300 553 490

Creditors who intend to vote at the meeting are required to lodge a formal proof of debt. Creditors who are unable to attend the meeting and wish to be represented, should ensure that their proxy form is completed. Documents for the meeting are to be lodged no later than 4.00pm on 18 April 2016, in the following ways:

3. By post, to Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235

4. By facsimile to +61 2 9287 0309.

5. By email to [email protected]

Creditors should tick on the proof of debt and proxy form which entity they are a creditor of. If you are a creditor of more than one indebted entity, you must copy the enclosed proof of debt and proxy form and provide a completed one for each entity you are a creditor of.

Do I need to attend the first meeting of creditors on Tuesday 19 April 2016? Attendance at the first meeting of creditors is voluntary. There is no requirement for staff members to attend unless they wish to do so. Please seek approval from your manager to attend (or dial in) if you wish to attend and are scheduled to work. Note: We will liaise with management and the unions regarding employee representations at the meeting.

If you choose not to attend the meeting in person you may still vote on the resolutions tabled at the meeting by completing a proxy form (enclosed in the first circular to creditors and employees) and nominating the Chairman, or an individual you are aware is attending the meeting, to vote on your behalf.

Will I be made redundant? If so what will happen if I am made redundant? Will I be paid my outstanding entitlements (redundancy, pay in lieu of notice, annual leave etc) The Administrators do not intend to make any immediate redundancies.

However, if it becomes necessary to make redundancies all of the above entitlements will rank as a priority debt of the Group and may be eligible for payment by the Federal Government's Fair Entitlements Guarantee ("PEG").

What is FEG? In the event that the Group or the entity of which you are an employee of is placed into Liquidation at the second meeting of creditors and there are insufficient assets to satisfy outstanding employee entitlements, the government scheme known as the Fair Entitlements Guarantee ("FEG") may make payment to you.

Ref: GAIPSSQL\Docs\VA_DOCS\Va-b-022.doe

-49- Please be advised that FEG does not make payment for any unpaid superannuation contributions and that the eligibility of each claim is determined by the Department of Employment. Please note that you must be a Permanent Resident of Australia to lodge a claim with PEG.

Details on the PEG scheme can be found at: https://www.employment.gov.au/fair-entitlements-guarantee-feg

In the event that the Administration period is extended and redundancies are required, we will be requesting that FEG consider its ability to process employee claims prior to the 2nd meetings of creditors.

CREDITOR QUESTIONS What if I am owed money by the Group? Any debt outstanding to you at the date of our appointment will rank as an unsecured claim in the Administration. The outcome of the Voluntary Administration will affect how much of your debt will be repaid.

At this early stage it is unclear what the outcome will be, further updates will be provided in due course.

Please submit a Proof of Debt for any amounts outstanding to you as at the date of our appointment.

How do I submit a Proof of Debt and what information should I provide? Please contact Link Market Services on 1300 553 490 to obtain a Proof of Debt Form if you did not receive one with the first circular to creditors and employees.

Please attach sufficient documentation to evidence your claim. This includes outstanding invoices, contracts, and account statements.

All completed Proof of Debt Forms should then be returned to Link Financial via the following:

By Post By Facsimile Link Market Services Limited +61 2 9287 0309 Locked Bag A14 Sydney South NSW 1235

What is the likelihood of my debt being paid in full? At this early stage in the Voluntary AdMinistration we are unable to provide details of the estimated return to creditors. Any dividend to creditors will be heavily dependent upon the sale/restructure of the business and/or assets.

Do I need to attend the first meeting of creditors on Tuesday 19 April 2016? Attendance at the first meeting of creditors is voluntary. There is no requitement for creditors to attend unless they wish to do so.

Ref; GATSSQL\Docs\VA_DOCS Wa-5-022.floc

-50- SUPPLIER QUESTIONS I am owed money. Can I come and collect my goods? Anything on site at the date of the Administrators appointment, which is not covered by a valid PPSR registration, is deemed to be the property of the Group.

Anyone with a potential PPSR claim will be contacted by the Administrators under separate cover.

have retention of title clauses on my invoices, how do I submit a claim and/or retrieve the goods supplied to the Group under retention of title? For a retention of title claim to be valid against the Administrators it must be registered in the Personal Properties and Securities Register.

If you believe you have a valid retention of title claim, you should email your claim to [email protected] . Your claim should include evidence of your PPSR registration.

Will I be paid for the future supply of goods? Yes. The Administrators are personally liable to pay for any goods ordered with valid purchase order issued after the date of their appointment.

INTERESTED PARTIES QUESTIONS I am interested in buying one of the businesses of the Group/the assets of the Group/the Group. Who should I contact? At this time the Group and/or its assets are not for sale.

However, should you wish to register your interest in any future sale please email: [email protected]

SHAREHOLDERS QUESTIONS How does the Voluntary Administration affect me? A Voluntary Administrator is not required to report to the shareholders on the progress of the Voluntary Administration. However, updates will be provided on the ASX and via the Atrium investor page.

Shareholders are unable to attend the meeting of creditors and AS such are not entitled to vote at the meetings of creditors.

Am I able to sell my shares? In short no. All share sales and transfers have been frozen by the Administrators at this time.

It is possible to sell or transfer shares however written consent from the Administrator or permission from court is required. At this time the Administrators will not be providing consent for the sale or transfer of shares.

I am due a dividend by the Group, will it be paid? No. Dividends declared by the Group prior to the appointment of Administrators, but not yet been paid, rank as unsecured creditor claim in the Voluntary Administration.

Ref: G:\IPSSQL\DocsNVA_DOCS Va-13-022,eoe

-51- CUSTOMERS QUESTIONS Can I continue placing orders with the Group? Yes, the Administrators have adopted a "business as usuar approach to the trading position of the Group.

LANDLORD/LEASEE QUESTIONS Any questions regarding leased property of the Group should be directed to Jacob Solly at [email protected] as these will be dealt with on an individual basis.

OTHER What if I have further questions which are not addressed in this document? If you have any further queries, please email [email protected] in the first instance.

Ref: GAIPSSQL\Doce\VA_DOCS\Va-b-022.doc

-52- Schedule 1

Conipany Name ACN A.C.N. 006 769 035 Pty Ltd 006 769 035 Akkord Pty Limited 060 486 991 ANI Construction (W.A.) Pty. Limited 008 670 871 Arrium Finance Pty Limited 093 954 940 Arrium Iron are Holdings Ply Limited 152 752 844 Arrium Limited 004 410 833 Atlas Group Employees Superannuation Fund Pty. Ltd. 060 568 998 Atlas Group Staff Superannuation Fund Pty. Ltd. 059 654 241 Atlas Group Superannuation Plan Pty Ltd 065 649 050 Australian National Industries Pty Ltd 000 066 071 Australian Wire Industries Ply Ltd 064 267 456 Austube Mills Holdings Pty Limited 123 160 172 Austubc Mills Pty Limited 123 666 679 AWI Holdings Ply Limited 004 157 475 B.G.! Holdings Proprietary Limited 004 859 536 Bradken Consolidated Ply Limited 000 011 932 Central Iron Pty Limited 143 503 397 Cockatoo Dockyard Pty Limited 000 025 918 Comsteel Pty. Limited 006 218 524 Goober Psdy Resources Pty Limited 151 599 905 Eagle & Globe Pty Limited 000 122 305 Email Accumulation Superannuation Ply Ltd 065 263 658 Email Executive Superannuation Pty Ltd 065 263 818 Email Holdings Pty Limited 092 348 555 Email Management Superannuation Pty Ltd 065 263 710 Email Metals Pty. Ltd. 004 574 681 Email Pty Ltd 000 029 407 Email Superannuation Pty limited 065 263 603 Emwest Holdings Ply. Ltd. 001 992 123 Emwest Properties Pty Limited 003 146 334 GSF Management Pty Limited 064 116 874 J. Murray-More (Holdings) Pty Ltd 000 158 412 John McGrath Pty Ltd 000 004 937 Kelvinator Australia Ply Ltd 007 873 734 Litesteel Products Pty Limited 109 854 677 Litesteel Technologies Pty Limited 113 101 054 Metals Properties Pty. Ltd. 000 040 040 Metaistores Pty Limited 000 267 112 Metpol Ply Limited 000 927 373 N.K.S. (Holdings) Proprietary Limited 004 321 313 0 Dee Gee Co. Pty. Ltd. 004 208 191 Onesteel Americas Holdings Pty Limited 147 067 016 Onesteel Building Supplies Pty Limited 000 045 349 Onesteel Coil Coaters Pty Limited 123 138 732 OneSteel Manufacturing Ply Limited 004 651 325 Onesteel MBS Pty Limited 096 273 979 Onesteel Nsw Pty Limited 003 312 892 Onesteel Queensland Pty Limited 010 558 871 Onesteel Recycling Holdings Pty Limited 059 240 952 Onesteel Recycling Overseas Pty limited 105 479 356 Onesteal Recycling Pty Limited 002 707 262 Onesteel Reinforcing Ply Limited 004 148 289 Onesteel Stainless Australia Pty Limited 004 610 851 Onesteel Stainless Pty Limited 006 362 652 Onesteel Technologies Pty Limites 096 380 219 Onesteel Trading Pty Limited 007 519 646 Onesteel US Investments 1 Ply Limited 131 211 606 Onesteel US Investments 2 Pty Limited 131 211 571 ()nested Wire Pty Limited 000 010 873 Overseas Corporation (Australia) Pty Ltd 004 242 086 P & T Tube Mills Pty Limited 610 469 977 Palmer Tube Mills 1,1y Limited . 010 469 879 Pipeline Supplies of Australia Pty Limited 008 573 475

-53- Schedule 1 (Cont)

Company Name ACN Reosleel Ply Limited 000 142 094 Roentgen Ray Pty Ltd 000 028 106 Southern Iron Pty Limited 119 611 068 SSG Investments Pty Ltd 085 490 526 SSG No.2 Ply Ltd 087 840 720 SSG No.3 Ply Ltd 087 840 515 SSGL Share Plan Nominees Pty Ltd 085 943 540 SSX Acquisitions Pty Limited 090 574 520 SSX Employees Superannuation Fund Pty Ltd 064 431 116 SSX Holdings Ply Limited 087 813 116 SSX International Ply Limited 084 990 947 SSX Pty Limited 082 181 726 SSX Retirement Fund Pty Ltd 064 431 303 SSX Services Ply Limited 083 090 831 SSX Staff Superannuation Fund Ply Ltd 064 431 072 Tasco Superannuation Management Pty Ltd 071 901 712 The ANI Corporation Pty Limited 000 421 358 The Australian Steel Company (Operations} Pty Limited 069 426 955 Tube Estates Pty. Ltd. 010 449 939 Tube Steel Ply Ltd 004 785 157 Tube Technology Pty. Ltd. 010 469 986 Tubemakers oi Australia Ply Limited 000 005 498 Tubemakers Somerton Pty Limited 004 595 546 Western Consolidated Industries Pty Ltd 001 185 913 Whyalla Pods Pty Limited 153 225 364 X.C.E. Ply Ltd 004 081 903 XEM (Aust) Ply Limited 004 158 025 XLA Pty Ltd 004 239 392 XLL Pty Ltd 006 301 266 XMS Holdings Ply Limited 008 742 014 Zinctek ply limited 010 474 790

-54- Form 59 Rule 29.02(1) CERTIFICATE IDENTIFYING ANNEXURE No. FEDERAL COURT OF AUSTRALIA

District Registry : Victoria

Division : General

The Australian Workers' Union Applicant

Arrium Limited and others name in the schedule Respondent

This is the annexure marked "KF-5" now produced and shown to Kamal Farouque at the time of affirming his affidavit on 11 April 2016

i: , iq ature of person taki affidavit J SSICA MARGARET DAWSON -FIELD 456 Lonsdale Street, Melbourne an Australian Legal Practitioner within the meaning of the Legal Profession Uniform Law (Victoria) Annexure "KF-5" Copy of letter sent Grant Thornton date 8 April 2016

Filed on behalf of (name & role of party) The Australian Workers' Union, Applicant Prepared by (name of person/lawyer) Kamal Farouque Law firm (if applicable) Maurice Blackburn Lawyers Tel 03 9605 2847 Fax 03 9258 9600 Email .. [email protected] Address for service Level 10, 456 Lonsdale Street, Melbourne, Victoria, 3000 (include state and postcode)

-55-

Maurice Blackburn Lawyers

Since 1919

Our Ref: ILG15222986 Maurice Blackburn Pty Limited T: (03) 9605 2847 ABl,121 105 657 949 - F: (03) 9258 9600 Level 10 E: [email protected] 456 Lansdale Street Melbourne VIC 3000 8 April 2016 PO Box 523 Melbourne VIC 3001 Messrs Paul Bil'Ingham, Said Jahani DX 466 Melbourne Matthew Byrnes & Michael McCann T (03) 9605 2700 Grant Thornton Australia F (03) 9258 9600 Locked Bag Q800 QVB Post Office SYDNEY NSW 1230

URGENT By Fax: (02) 9299 4533

Dear Sirs,

Re: Arrium Limited and Associated Entities (Administrators Appointed)

1) We act for The Australian Workers Union (AWU).

2) We refer to your letter to the ASX dated 7 April 2016 which noted the following matters:

a) Arrium Limited and its subsidiaries (the Group) have been placed in administration pursuant to s 436A of the Corporations Act 2001;

b) You have been appointed joint and several administrators of the Group; and

c) The first meeting of creditors of the Group is scheduled for 19 April 2016 for which creditors of the Group will receive a separate notification.

3) We understand that the meeting on 19 April 2016 will be a single creditors meeting in respect of the whole Group.

4) The AWU is an organisation of employees registered under the Fair Work (Registered Organisations) Act 2009 (Cth). As you will be aware, a substantial number of the Group's employees are members of the AWU (affected AWU members). As such, the AWU represents the interests of affected AWU members.

5) The affected AWU members are creditors of the Group and are entitled to have their interests represented at the first creditors meeting.

6) However, the substantial numbers of affected AWU members are dispersed throughout the country including in remote locations. Furthermore, there is a very short time frame before the first meeting of creditors.

Maurice Blackburn Offices in victoria, New South Wales, Queensland, Australian Capital Territory and Western Australia 78 rpauriceblacktiurn.com.au 1509001

-56- Maurice Blackburn Page 2

7) These circumstances, create significant difficulties for affected AWU members in having their interests properly represented at the first meeting of creditors. This difficulty is compounded by the logistical challenge of having individual proxy forms signed by affected AWU members.

8) The nature of such difficulties in respect of a first creditors meeting in an administration have been recognised by the Courts, most significantly in Re Ansett; Rappas v Ansett Australia (2001) 39 ACSR 296.

9) Consequently, we are instructed to make application to the Federal Court of Australia for an order in the following terms (which reflects the order made by the Court in the Ansett case referred to above):

a) Pursuant to Section 447A of the Corporations Act ("the Act") Part 5.3A of the At is to operate in relation to each of the )00( to )00( Respondents ("A mum Group") as if it provided that at the meeting or meetings held pursuant to Section 436E of the Act, each employee of the said Respondents who is a member of The Australian Workers' Union (AMP) had duly appointed Scott McDine to be their attorney pursuant to Regulation 5.6.31A for the purpose of that meeting or those meetings save for:

i) Any employee who attends any meeting in person;

ii) Any employee who signs a proxy appointing some other person to attend any meeting on his or her behalf.

b) All parties' costs of and incidental to the application be paid as costs of the administration, such costs to be taxed in default of agreement.

10)We intend to make the application to the Federal Court as a matter of urgency for an order in these terms. We note that Mr Scott McDine, who is referred to in paragraph (a) of the proposed order, is the National Secretary of the AWU.

11)We would appreciate if you would confirm by close of business today whether the Administrators consent to an order in these terms.

12) Furthermore, it would assist us in the preparation of the affidavit material for the Court, if you could:

a) identify the employing entities within the Group who employ affected AWU members; and

b) provide us with an indication of the quantum of employee entitlements of affected AWU members.

We would appreciate if you could provide us with this requested information as a matter of a priority.

12223878_1

-57- Maurice Blackburn Page 3

13) If you have any queries regarding this matter, please contact Kama! Farouque of this office on (03) 9605 2823.

Yours faithfully

Kama! Farouque (Enquiries: Madeleine O'Brien —03 9605 2847) Principal MAURICE BLACKBURN

12223878_1

-58- Form 59 Rule 29.02(1) CERTIFICATE IDENTIFYING ANNEXURE No. FEDERAL COURT OF AUSTRALIA

District Registry Victoria

Division : General

The Australian Workers' Union Applicant

Arrium Limited and others name in the schedule Respondent

This is the annexure marked "KF-6" now produced and shown to Kamal Farouque at the time of affirming his affidavit on 11 April 2016

MICA MARGARET DAWSON-FIELD of 456 Lonsdale Street, Melbourne an Australian Legal Practitioner within the meaning of the Legal Profession Uniform Law (Victoria) Annexure "KF-6" Copy of email received by Kamal Farouque from Mr Scarcella dated 8 April 2016

Filed on behalf of (name & role of party) The Australian Workers' Union, Applicant Prepared by (name of person/lawyer) Kamal .Farouque ..... Law firm (if applicable) Maurice Black-burn Lawyers Tel 03 9605 2847 Fax 03 9258 9600 Email [email protected] Address for service Level 10, 456 Lansdale Street, Melbourne, Victoria, 3000 (include state and postcode)

-59- Madeleine O'Brien

From: [email protected] Sent: Friday, 8 April 2016 2:27 PM To: Kamal Farouque Cc: Ben Bromberg; Jessica Dawson-Field Subject: Arrium Limited and Associated Entities (Administrators Appointed) Attachments: Fax to 0292994533 on 8-04-2016_13-45.pdf

Importance: High

Dear Kamal

I refer to our telephone conversation a few moments ago.

As stated in that conversation, we have been instructed to act for Arrium Limited (Administrators Appointed) and the Group (as defined in your attached letter to them) in relation the Court application referred to in your attached letter.

I am instructed that our clients consent to the nature of the relief your client seeks and are willing to provide whatever assistance as is necessary to assist in obtaining that relief.

My clients are currently compiling the material requested with a view to providing it to you as soon as is possible.

Please let me know what assistance you need from us or our client to make this process as smooth as possible.

Kind regards

Joseph Scarcelia Partner joseph.scarcellaPashurst.com Ashurst D: +61 2 9258 6843 I M: +61 448 499 144

Ashurst Australia, 5 Martin Place, Sydney, NSW 2000 Australia T: +61 2 9258 6000 I F: +61 2 9258 6999 I DX 388 Sydney www.ashurst.com I Global coverage

175 years IN AUSTRALIA Read more

From: "Kamal Farouque" To: "Matt Byrnes" , "Paul Billingham" Cc: "Ben Bromberg" , "Jessica Dawson-Field" Subject: Arrium Limited and Associated Entities (Administrators Appointed)

Dear Matt and Paul,

We act for the AWU.

Please find attached letter (faxed a short time ago) to Grant Thornton.

-60- Kind regards

Kennel Farouque I Principal E: [email protected] I T: (03) 9605 2823 I F: (03) 9258 9613

Maurice Blackburn Lawyers Level 10, 456 Lansdale Street, Melbourne VIC 3000 www. rn au riceblackburn.com au

'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 Ltd 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. GT1L 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. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

Registered Office, Level 30, 525 Collins Street, Melbourne VIC 3000

DISCLAIMER This email message and any related attachments are confidential and should only be read by those persons to whom they were addressed. They may contain copyright, personal or legally privileged information. If you are not the intended recipient of this email, any use, copying or disclosure of this information is strictly prohibited. If you have received this email in error please notify the sender and delete this email immediately. Any confidentiality, privilege or copyright is not waived or lost because this email has been sent to you in error. Views expressed in this message are the views of the sender and are not necessarily views of Grant Thornton, except where the message expressly states otherwise. Any advice contained herein should be treated as preliminary advice only and subject to formal written confirmation. Although this email and any attachments are believed to be free of any virus or any other defect which may cause damage or loss, it is the responsibility of the recipient to ensure that they are virus - free. Grant Thornton accepts no liability for any loss or damage that may occur as a result of the transmission of this email or its attachments to the recipient.

This email (including any attachments) is confidential and may be privileged. It may be read, copied and used only by the intended recipient. If you have received it in error, please contact the sender immediately by return email. Please then delete both emails and do not disclose their contents to any person. We believe, but do not warrant, that this email and any attachments are virus free. You should take full responsibility for virus checking. Ashurst reserves the right to monitor all email communications through its networks. If the content of this email is personal or unconnected with our business, we accept no liability or responsibility for it.

Ashurst Australia (ABN 75 304 286 095) is a general partnership constituted under the laws of the Australian Capital Territory and is part of the Ashurst Group. Further details about Ashurst can be found on our website at www.ashurst.com.

-61- Form 59 Rule 29.02(1) CERTIFICATE IDENTIFYING ANNEXURE No. FEDERAL COURT OF AUSTRALIA

District Registry : Victoria

Division : General

The Australian Workers' Union Applicant

Arrium Limited and others name in the schedule Respondent

This is the annexure marked "KF-7" now produced and shown to Kama! Farouque at the time of affirming his affidavit on 11 April 2016

ignature of persor a MEM /1/0601Mfr Dif4$ ILfJftftMIMI% arm 44wathaillum Lewd Piaallitehilr witthim ttirrb irmariirtg tif the Legal Profession Uniform Law (Victoria) Annexure "KF-7" Copy of AWU update

Filed on behalf of (name & role of party) The Australian Workers'. Union, _Applicant Prepared by (name of person/lawyer) Kamal Farougue Law firm (if applicable) Maurice Blackburn Lawyers _ Tel 03 9605 2847 Fax 03 9258 9600 Email kfarouqueGmauriceblackurn.com.au Address for service Level 10, 456 Lonsdale Street, Melbourne, Victoria, 3000 (include state and postcode)

-62- ME IMPORTANT UPDATE MISMALIAN 1VORERS TO AWU MEMBERS EMPLOYED IN THE ARRIUM GROUP ONION

BACKGROUND

AWU members employed by the Arrium Group of companies who are owed a debt by the Group as at 7 April 2016 are creditors.

The AWU wants to protect the interests of its members in the administration of the Arrium Group.

The Administrators of the Arrium Group have scheduled a first creditors meeting for 19 April 2016.

COURT APPLICATION BY THE AWU

The AWU is going to make an urgent application to the Federal Court of Australia in the coming days about the creditors meeting.

The AWU will ask the Court for an order which allows the National Secretary, Scott McDine, to represent AWU members at the creditors meeting, except if a member: • nominates a different representative by proxy or power of attorney to attend the creditors meeting; or • attends the creditors meeting personally

The Arrium Group Administrators have informed the AWU that they will support the AWU's Court application and will take all necessary steps to assist the AWU in its application.

If the order is granted by the Federal Court: • Scott will be allowed to vote and speak at the creditors meeting on behalf of AWU members; and • AWU members who want the AWU to represent them at the creditors meeting will not have to fill out and return the proxy form which the Administrators will send all Arrium Group employees.

FILL OUT AND RETURN TO THE ADMINISTRATOR YOUR PROOF OF DEBT FORM

All AWU members should still fill out and return to the Administrators a Proof of Debt form which they will receive from the Administrators.

The proof of debt form enables the Administrators to record the details of your claim for voting purposes only.

MORE INFORMATION

The AWU will post the Court documents and more updates a special website at www.awusteelcom.au The AWU will let members know the outcome of the Federal Court hearing.

STAY UP TO DATE WITH LATEST DEVELOPMENTS AT: www.awusteel.com.au

FOR THOSE WHO NEED HELP DURING THIS DIFFICULT TIME PLEASE CONTACT LIFELINE ON 13 11 14

-63-