26 July 2011 TO THE CREDITOR AS ADDRESSED Dear Sir / Madam WGL Retail Holdings Ltd WGL Realisations Ltd (Administrators Appointed) (Administrators Appointed) Company No. 120265 (formerly known as Whitcoulls Group Limited) Calendar Club New Zealand Ltd Company No. 131870 (Administrators Appointed) Company No. 826130 B Realisations (NZ) Ltd (Administrators Appointed) REDgroup Online Ltd (formerly known as Borders New (Administrators Appointed) Zealand Limited) Company No. 2223528 Company No. 944114 (Collectively “the Group” or “the Companies”) I refer to the appointment of Steve Sherman, John Melluish and I as Administrators of the Group on 17 February 2011. Section 239AU(3) Report Please find enclosed our report to creditors pursuant to section 239AU(3) of the Companies Act 1993 (“the Act”). Joint Watershed Meeting The Administrators are required to call a joint watershed meeting of creditors (“the Watershed Meeting”) pursuant to section 239AT(1) of the Act, and do so in this case by way of a joint meeting of the creditors of each company in the Group under section 239AL. The purpose of the Watershed Meeting is to provide creditors with an opportunity to resolve: 1. That the Companies execute a Deed of Company Arrangement; or 2. That the administrations should end; or 3. That the Companies be wound up. I have enclosed the following documents: (a) Notice of a Joint Watershed Meeting. Please note that the meeting commences at 10:30am Thursday, 4 August 2011. You should arrive for registration at least 30 minutes prior to the meeting. bp110725 Letter to Creditor C:68580 Page 2 Letter to Creditor 26 July 2011 (b) Formal Proof of Debt Form. A person is not entitled to vote at the meeting unless they have provided particulars of the debt or claim to the Administrators before the meeting. All creditors must furnish full details of their claims, indicating whether they rank as a secured, preferential or unsecured creditor. If you have already submitted a proof of debt form for the first meeting of creditors please email Liana Fasanella at [email protected] who will confirm the amount that the proof previously lodged by you is claiming for. Please note that you must submit a separate proof of debt form for each company your debt relates to. (c) Appointment of Proxy Form. The form enables you to appoint a person to act on your behalf at the meeting. (d) Postal Vote Form. The form allows you to vote on the resolutions of the meeting without attendance. In accordance with s239AL, any creditor may object to the joint meeting by sending a written objection to the Administrators to the below address by 5pm on Monday, 1 August 2011, otherwise the creditors will be taken to have agreed to the joint meeting. The formal proof of debt, proxy and postal vote forms should be lodged with the Administrators before the meeting and, in any event, no later than 5pm on Monday, 1 August 2011. All forms and particulars should be scanned and emailed to [email protected], sent by facsimile on +61 2 9286 9888 marked to the attention of Liana Fasanella or mailed to the following postal address: Ferrier Hodgson Attention: Matt Linehan C/- PO Box 8 AUCKLAND 1140 Should you have any queries regarding the contents of this letter or require assistance in the completion of the enclosed forms, please do not hesitate to contact Liana Fasanella by email at [email protected] or on +61 2 9286 9853. Yours faithfully Ryan Eagle Administrator bp110725 Letter to Creditor C:68580 COMPANIES ACT 1993 Section 239AL WGL Retail Holdings Ltd WGL Realisations Ltd (Administrators Appointed) (Administrators Appointed) Company No. 120265 (formerly known as Whitcoulls Group Limited) Calendar Club New Zealand Ltd Company No. 131870 (Administrators Appointed) Company No. 826130 B Realisations (NZ) Ltd (Administrators Appointed) REDgroup Online Ltd (formerly known as Borders New (Administrators Appointed) Zealand Limited) Company No. 2223528 Company No. 944114 (Collectively “the Group” or “the Companies”) NOTICE OF A JOINT WATERSHED MEETING OF CREDITORS OF GROUP UNDER ADMINISTRATION Notice is now given that a joint watershed meeting of the creditors of each of the companies in the Group will be held at 10:30am, on Thursday, 4 August 2011 at the Mercure Auckland, 8 Customs Street, Auckland. AGENDA 1. To consider the directors’ Statement of Company Position of each of the Companies. 2. To consider the circumstances leading up to the administration and the various options available to creditors. 3. For creditors to resolve upon one of the following: That the Companies execute a Deed of Company Arrangement; or That the administrations should end; or That the Companies be wound up. 4. If the Companies are wound up, to consider the appointment of a Liquidation Committee. 5. Any other business that may be lawfully brought forward. A form of proxy is available from me to enable you to appoint another person to act on your behalf at the meeting (see note below). Proxies must be returned by no later than 5pm on Monday, 1 August 2011. A corporate creditor can only be represented by proxy or by a representative appointed under clauses 6 and 9 of schedule 5 of the Companies Act 1993. Dated 26 July 2011 Ryan Eagle Administrator Note: Under the Companies Act 1993 a creditor is not entitled to vote at a meeting by proxy unless they have delivered to the administrators a copy of the proxy not less than 2 working days before the start of the meeting (Fifth Schedule, clause 6(4)). FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) COMPANIES ACT 1993 There must be one Formal Proof of Debt Form for each entity your debt relates to. Please indicate (cross) the relevant entity below. WGL Retail Holdings Ltd WGL Realisations Ltd (Administrators Appointed) (Administrators Appointed) Company No. 120265 (formerly known as Whitcoulls Group Limited) Calendar Club New Zealand Ltd Company No. 131870 (Administrators Appointed) Company No. 826130 B Realisations (NZ) Ltd (Administrators Appointed) REDgroup Online Ltd (formerly known as Borders New (Administrators Appointed) Zealand Limited) Company No. 2223528 Company No. 944114 (Collectively “the Group” or, individually, “the Company”) To the Administrators of the Group 1. This is to state that the Company was on 17 February 2011, and still is, justly and truly indebted to: _______________________________________________________________________ (full name and address of the creditor and, if applicable, the creditor's partners. If prepared by an employee or agent of the creditor, also insert a description of the occupation of the creditor) for $_______________and______cents. All creditors must furnish full details of their claims, indicating whether they rank as a secured, preferential or unsecured creditor. Date Consideration (state how the Amount Describe the documentation Debt arose) NZ$ to support the claim (e.g. invoice/statement) 2. To my knowledge or belief the creditor has not, nor has any person by the creditor's order, had or received any satisfaction or security for the sum or any part of it except for the following: (insert particulars of all securities held. If the securities are on the property of the company, assess the value of those securities. If any bills or other negotiable securities are held, show them in a schedule in the following form). Date Drawer Acceptor Amount Due Date NZ$ *3. I am employed by the creditor and authorised in writing by the creditor to make this statement. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied. *4. I am the creditor's agent authorised in writing to make this statement in writing. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied. ........................................... Dated Signature Occupation: Address *Do not complete if this proof is made by the creditor personally. APPOINTMENT OF PROXY COMPANIES ACT 1993 Schedule 5, clause 6 There must be one Appointment of Proxy Form for each entity your debt relates to. Please indicate (cross) the relevant entity below. WGL Retail Holdings Ltd WGL Realisations Ltd (Administrators Appointed) (Administrators Appointed) Company No. 120265 (formerly known as Whitcoulls Group Limited) Calendar Club New Zealand Ltd Company No. 131870 (Administrators Appointed) Company No. 826130 B Realisations (NZ) Ltd (Administrators Appointed) REDgroup Online Ltd (formerly known as Borders New (Administrators Appointed) Zealand Limited) Company No. 2223528 Company No. 944114 (Collectively “the Group” or, individually, “the Company”) I/We (1) _____________________________________________________________________________ of (insert name of individual) ______________________________________________ a creditor/member of the Company appoint (insert name of creditor) (2)_____________________________________________ or in his/her absence (insert name of proxy) (3) _____________________________________________as my/our general/special proxy to vote at the (insert name of second proxy, if any) joint watershed meeting of creditors to be held on 4 August 2011 at 10:30 AM or at any adjournment of that meeting, to vote on each of the of the following kinds of resolution: For Against Abstain a. the company execute a Deed of Company Arrangement; b. the administration should end; or c. the Company be wound up DATED this ___________ day of ________________________ 2011 (4)