6
No 8870 of 2009
and 9519 of 2009
IN THE SUPREME COURT OF VICTORIA
AT MELBOURNE
COMMERCIAL & EQUITY DIVISION
List B
COMMERCIAL COURT
BElWEEN
TIMBERCORP LIMITED (IN LIQUIDATION)
ACN 055 185 067
First Plaintiff
and
TIMBERCORP SECURITIES LIMITED (IN LIQUIDATION)
ACN 092 311 469
Second Plaintiff
PLANTATION LAND LIMITED
ACN 090 443 333
Defendant
CERTIFICATE IDENTIFYING EXHIBIT
Date of document:
Filed on behalf of:
19 October 2009
the Plaintiffs
Prepared by:
ARNOLD BLOCH LEIBLER
Lawyers and Advisers
Solicitor's Code: 54
DX 38455 Melbourne
Tel: 92299999
Level 21
Fax: 9229 9900
333 Collins Street
MELBOURNE 3000
Ref: 01-1499489
(Leon Zwier - Izwier~abi.com,au)
This is the exhibit marked "MAK-16" now produced and shown to Mark Anthony Korda at the
time of swearing his affdavit on 19 October 2009.
Before me:
BRIDGET ELLEN SLOC
Am BI leblr
Level 21, 33 Collns Stre
Melbme 30
An AU,straJian Lel Praioner within thCX h i bit .. MA K -16"
meaning of the legl Profesn Ac 20
Deeds of Amendment to Forestry Scheme
Constitutions
~ registered agent number
lodging par or agent name
address
A BARCODE is NOT
1987
ARNOLD BLOCH LEIBLER
Level 21, 333 Collns Street
REQUIRED ON TIDS
MELBOURE VIClORl 3000
(Rf:JCS.1499489)*
telephone
facsimile
DX number
DOCUMNT
(03) 9229 9999
(03) 9229 9900
CASH 0 REQ-P 0
455 MELBOURE
. PROC. 0
I AS. 0 REQ-A 0
form 104
Austian Securties & Investments Commssion
duplicate
Record of
lodgement of documents
This is a record of documents lodged with the Australian Securities and Investments Commission. It is
not a receipt for documents. At this time, ASJC wil not issue an ASCOT or a cashier's receipt
Documents enclosed
A.C.N. or A.R.B.N.
company name
form number & title
112 309234
1997 TIMERCORP
F5101 (5 PAGES)
112309216
EUCALYPTS PROJECl
1998 TIMERCORP
EUCALYPS PROJECT
F5101 (5 PAGES)
091172093
EUCALYPS PROJECT
2000 TIMERCORP
EUCALYPS PROJECT
FSI01 (5 PAGES)
094 392 000
2001 TIMBERCORP
098233571
2002 T1MBERCORP
103 183446
2003 TIMBERCORP
FSI0l (5 PAGES)
EUCAYPTS PROJECT
200 TIMBERCORP
EUCALYPT PROJECT
F5101 (5 PAGES)
108099645
108 336830
EUCALYP PROJECl
EUCA YPTSPROJECT
2004 TIMBERCORP
122510981
2005 TIMERCORP
TIMERLOT (S~GLE
PAYMEN PROJECT
200712008 TIMBERCORP
099611935
FSIOI (5
$33.00
$33.00
$33.00
$33.00
FSI01 (5 PAGES)
2001 TlMBERCORP
ALMOND PROJECT
2002 TIMBERCORP
ALMOND PROJE
2005 TJMBERCORP
118387974
2006 TIERCORP
ALMOND PROJECT
2007 TlMBERCORP
ALMOND PROJECl
2001 TIMBERCORP OLIVE
PROJECT
2002 TIMBERCORP OLIV
PROJECT
2003 TlMBERCORP OLIVE
PROJECl
$33.00
FSIOl (5 PAGES)
112935092
ALMOND PROJECl
$33.00
F5101 (SPAGES)
FSIOl (S PAGES)
104648473
$33.00
FSI01 (5 PAGES)
ALMOND PROJECl
2004 TIMBERCORP
ALMOND PROJECl
098233 45S
$33.00
F5101 (5 PAGES)
108336670
094 382 082
$33.00
FSIOl (5 PAGES)
FSIOl (5 PAGES)
122511040
$33.00
PAGES)
2003 TJMBERCORP
103197299
$33.00
TIMBERLOT (S~GLE
PAYME PROJECl
095649746
$33.00
TIMERLOT (SINGLE
PAYMT) PROJECl
III 683 491
$33.00
FSI01 (5 PAGES)
1999 TIMBERCORP
085 827 872
Fee
$33.00
~i=~=i!,
.= 0
wr~
if: ~ \.ii?\p
FSIOl (5 PAGES)
- 'i S,:i-' .!~.:;,::
'. .
FSIOI (5 PAGES)
r ~ :~.
.;..."
~..:...."".,.... ..
F5101 (5 PAGES)
$33.00
$33.00
$33.00
$33.00
FSIOI (6 PAGES) & FSI01 (S PAGES)
$33.00 x 2
FSI01 (6 PAGES) & PS 101 (5 PAGES)
$33.00 x 2
F5101 (6 PAGES) & F5101 (5 PAGES)
t1
$33.00 x 2
-
-
/ 1'1)
J08 744378
2004 TIMERCORP OLIVE
FSIOl (6PAGES)&F5101 (SPAGES)
$33.00 x 2
119 182179
PROJEC
200 TIMERCORP OLIV
F5101 (6 PAGES)
& FSlOl (5 PAGES)
$33.00 x 2
123 15S71S
PROJECT
2007 TIMBERCORP OLIV
F5101 (6 PAGES) & F5101 (5 PAGES)
$33.00 x 2
FSI0l (6 PAGES) & F5101 (5 PAGES)
$33.00 x 2
PROJECl
129 307 722
2008 TIMBERCORP OLIV
PROJECl
TOTAL
$1056.00
cheque
attched
~~ieHl.r~i:I,
ASIC use only place of lodgmnt
date of lodgment
1/09/2009
time
original to lodging part
duplicate to ASIC
-! :'J L~:.::
receiver to sign here
AS 'i C- Dof"en.\ N v\'o6
IP_......;~.. '-..
Oë; \ aB l;bb - o~4'~ 5'\1
.
I
I
I
I
I
I
I
I
I
Timbercorp Securities Limited (in liquidation)
ACN 092 311 469
Amendment Deed
1999 Timbercorp Eucalypts Project
ARSN 085 827 872
I
I
I
I
I
I
I
1
I
I
I
Amold Bloch Leibler
Ref:JCS:011499489
::odma\pcdoc\abI\737751 \1
I
I
I
I
I
I
I
THIS DEED POLL is made on
2 ~ p.u.~v.S~
2009
PARTIES
TIMBERCORP SECURITIES LIMITED (IN LIQUIDATION)
ACN 092 311 469
of Level
8. 461 Bourke Street, Melbourne 3000
("TSL")
BACKGROUND
A TSL was appointed the responsible entity of the 1999 Timbercorp Eucalypts Project
(ARSN 085 827 872) pursuant to the Constitution.
I
B TSL is desirous of disposing of its assets including various leases granted by third
I
C In order to give clear and free title to the assignee of any lease, any sub-leases of the
I
I
parties.
leased land may need to be surrendered.
o TSL considers it appropriate that it be granted the power to surrender each sub-lease on
behalf of the Growers.
E TSL and the liquidators of TSL applied to the Federal Court of Australia for a direction
that the liquidators of TSL would be justified in executing or procuring TSL to execute a
deed amending the Constitution
i pursuant to secton 601GC(1)(b) of the Corporations
Act, in the form of this Deed.
I
I
I
I
I
I
I
F On 18 August 2009, Justice Finkelstein of the Federal Court of Australia gave the
direction sought.
G In accordance with section 601GC of the Corporations Act and the directions of the
Court, TSL has executed this deed to modify the Constitution in the manner set out in this
deed.
AGREED TERMS
1 Definitions and interpretation
1.1 Definitions
In this deed, unless the context requires otherwise, terms that are defined in the
Constitution have the same meaning and:
"Constitution" means the constitution dated 11 January 1999 (as amended).
"Effective Date" means the date this deed is lodged with the Australian Securities and
Investments Commission.
1.2 Interpretation
~
I
I
Clause 1.2 of the Constituion applies to the interpretation of this deed.
Amold Bloch Lelbler
Ret. JCS:01-1499489
::ODMAIPCOOCSIABLI73n5111
Amendment Deed I Page 1
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
11
i
I
i
2 Amendment
The Constitution is amended with effect on and from the Effective Date by inserting after
clause 11 (t) the following clause:
"(fa) to assigni terminate, surrender or otherwise deal with any Sub-lease;".
2.1 Remains in effect
Except as specifcally amended by this document, all terms and conditions of the
Constitution remain in full force and effect.
2.2 Read as a single document
With effect on and from the Effective Date:
(a) the parties are bound by the Constituton as amended by this deed; and
(b) the Constitution is to be read as a single integrated document incorporating those
amendments.
3 General
3.1 Paramountcy of document
If this deed conflicts with any other document, agreement or arrangement, this document
prevails to the extent of
the inconsistency.
3.2 Attorneys
Each person who executes this deed on behalf of a part under a power of attorney
warrants that he or she has no notice of the revocation of that power or of any fact or
circumstance that might affect his or her authority to execute this document under that
power.
3.3 Governing law and jurisdiction
This deed wil be governed by and construed in accordance with the laws in force In the
State of Victoria and each part submits to the non-exclusive jurisdiction of the courts of
that State.
EXECUTED as a DEED
EXECUTED by TIMBERCORP )
SECURITIES LIMITED (in liquidation) by )
being signed in its name and on its behalf )
by MARK ANTHONY KORDA in his )
capacity as liquidator in the presence of: )
slJkA
//Æ'rL
Signature of liquidator
_JkMA~sL
~~i~~
Name of witness (print)
Amold Bloch LelbJer
Ret: JCS:01-1499489
::ODMAIPCDOCS'ABL\737751\1
Amendment Deed I Page 2
I
I
I
I
I
I
I
I
I
I
I
I
Timbercorp Securities Limited (in liquidation)
ACN 092 311 469
Amendment Deed
2000 Timbercorp Eucalypts Project
ARSN 091 172 093
I
I
I
I
I
ri
w
i
I
Arnold Bloch Leibler
Ref:JCS:011499489
::odma\pcdoc\abI\737753\1
I
I
I
I
I
I
I
I
I
I
I
I
I
THIS DEED POLL is made on
2. ß A.u.~
2009
PARTIES
TIMBERCORP SECURITIES LIMITED (IN LIQUIDATION)
ACN 092 311469
of Level 8, 461 Bourke Street, Melbourne 3000
("TSL'ì
BACKGROUND
A TSL was appointed the responsible entity of the 2000 Timbercorp Eucalypts Project
(ARSN 091 172 093) pursuant to the Constitution.
B TSL is desirous of disposing of its assets including various leases granted by third
parties.
C In order to give clear and free tile to the assignee of any lease, any sub-leases of the
leased land may need to be surrendered.
D TSL considers it appropnate that it be granted the power to surrender each sub-lease on
behalf of the Growers.
E TSL and the liquidators of TSL applied to the Federal Court of Australia for a direction
that the liquidators of TSL would be justified in executing or procuring TSL to execute a
deed amending the Constitution, pursuant to section 601GC(1)(b) of the Corporations
Aot, in the form of this Deed.
F On 18 August 2009, Justice Finkelstein of the Federal Court of Australia gave the
direction sought.
G In accordance with section 601 GC of the Corporations Act and the directions of the
Court, TSL has executed this deed to modify the Constitution in the manner set out in this
deed.
I
I
I
I
i
~
i
i
AGREED TERMS
1 Definitions and interpretation
1.1 DefinitIons
In this deed, unless the context requires otheiwise, terms that are defined in the
Constitution have the same meaning and:
"Constitution" means the constitution dated 12 January 2000 (as amended).
"Effective Date" means the date this deed is lodged with the Australian Securities and
Investments Commission.
1.2 Interpretation
Clause 1.2 of the Constitution applies to the interpretation of this deed.
Amold BJoch Leibler
Rat. JCS:01-1499489
::ODMA\PCDOCS'ABL\737753\1
Amendment Deed I Page
1
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
11
2 Amendment
The Constitution is amended with effect on and from the Effective Date by inserting after
clause 11 (1) the following clause:
"(fa) to assign, terminate, surrender or otherwise deal wit any Sub-lease;".
2.1 Remains In effect
Except as specifically amended by this document, all terms and conditions of the
Constitution remain in full force and effect.
2.2 Read as a single document
With effect on and from the Effective Date:
(a) the parties are bound by the Constitution as amended by this deed; and
(b) the Constituion is to be read as a single integrated document incorporating those
amendments.
3 General
3.1 Paramountcy of document
If this deed conflicts with any other document, agreement or arrangement, this document
prevails to the extent of
the inconsistency.
3.2 Attorneys
Each person who executes this deed on behalf of a part under a power of attorney
warrants that he or she has no notice of the revocation of that power or of any fact or
circumstance that might affect his or her authority to execute this document under that
power.
3.3 Governing law and jurisdiction
This deed wil be governed by and construed in accordance with the laws in force in the
State of Victoria and each part submits to the non-exclusive jurisdiction of the courts of
that State.
EXECUTED as a DEED
EXECUTED by TIMBERCORP )
SECURITIES LIMITED (in liquidation) by )
being signed in its name and on its behalf )
by MARK ANTHONY KORDA in his )
capacity as liquidator in the resence of: )
71Z
Signature of witne
./U
Signature of liquidator
J/~L jjJ-~
Name of witness (print)
W
I
I
Amold Bloch Lelbler
Rat. JCS:01.1499469
::ODMAIPCDOCSIABl\73775311
Amendment Deed I Page 2
I
I
I
I
I
I
I
I
I
I
I
Timbercorp Securities Limited (in liquidation)
ACN 092 311 469
Amendment Deed
2001 Timbercorp Eucalypts Project
ARSN 094 392 000
I
I
I
I
I
I
J
I
I
i
Amold Bloch Leibler
Ref:JCS:011499489
::odma\pcocs\abI\737755\1
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
i
i
I
I
THIS DEED POLL is made on
2ca F\letA'S~
2009
PARTIES
TIMBERCORP SECURITIES LIMITED (IN LIQUIDATION)
ACN 092 311 469
of Level 8, 461 Bourke Street, Melbourne 3000
("TSL")
BACKGROUND
A TSL was appointed the responsible entity of the 2001 Timbercorp Eucalypts Project
(ARSN 094 392 000) pursuant to the Constitution.
B TSL is desirous of disposing of its assets including various leases granted by third
parties.
C In order to give clear and free title to the assignee of any lease, any sub-leases of the
leased land may need to be surrendered.
D TSL considers it appropriate that it be granted the power to surrender each sub-lease on
behalf of the Growers.
E TSL and the liquidators of TSL applied to the Federal Court of Australia for a direction
that the liquidators of TSL would be justified in executing or procuring TSL to execute a
deed amending the Constitution, pursuant to section 601GC(1)(b) of the Corporations
Act, in the form of this Deed.
F On 18 August 2009, Justice Finkelstein of the Federal Court of Australia gave the
direction sought.
G In accordance with section 601 GC of the Corporations Act and the directions of the
Court, TSL has executed this deed to modify the Constitution in the manner set out in this
deed.
AGREED TERMS
1 Definitions and interpretation
1.1 Definitions
In this deed, unless the context requires otherwise, terms that are defined in the
ConstiMion have the same meaning and:
"Constitution" means the constitution dated 1 September 2000 (as amended).
"Effective Date" means the date this deed is lodged with the Australian Securities and
Investments Commission.
1.2 Interpretation
Clause 1.2 of the Constitution applies to the interpretation of this deed.
Arnold Bloch Lelbler
Ret JCS:01-14BB489
;:ODMAIPCDOCSIABL\73n55\1
Amendment Deed I Page 1
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
2 Amendment
The Constitution is amended with effect on and from the Effective Date by inserting after
clause 11 (f) the following clause:
"(fa) to assigni terminate, surrender or otherwise deal with any Sub-lease;".
2.1 Remains In effect
Except as specifically amended by this document. all terms and conditions of the
Constitution remain in full force and effect.
2.2 Read as a single document
With effect on and from the Effective Date:
(a) the parties are bound by the Constituion as amended by this deed; and
(b) the Constitution is to be read as a single integrated document incorporating those
amendments.
3 General
3.1 Paramountcy of document
If this deed conflicts with any other document, agreement or arrangement. this document
prevails to the extent of the inconsistency.
3.2 Attorneys
Each person who executes this deed on behalf of a part under a power of attomey
warrants that he or she has no notice of the revocation of that power or of any fact or
circumstance that might affect his or her authority to execute this document under that
power.
3.3 Governing law and jurisdiction
This deed wil be governed by and constred in accordance with the laws in force in the
State of Victoria and each part submits to the non-exclusive jurisdiction of the courts of
that State.
EXECUTED as a DEED
EXECUTED by TIMBERCORP )
SECURITIES LIMITED (in liquidation) by )
being signed in its name and on its behalf )
I
I
11
by MARK ANTHONY KORDA in his )
~
capacity as liquidator in the presence of: )
Si ature of wless
/7a
Signature of liquidator
'JI~'sL lj~~t~
Name of witness (print)
W
I
I
Arnold Bloch Lelbler
Ref: JCS:01-1499489
::ODMAIPCDOCS'ABLI73775511
Amendment Deed I Page 2
i
Timbercorp Securities Limited (in liquidation)
ACN 092 311 469
I
I
I
I
I
I
I
I
I
I
I
Amendment Deed
2002 Timbercorp Eucalypts Project
ARSN 098 233 571
I
I
I
I
I
'1
~
Arnold Bloch Leibler
I
i
RetJCS:011499489
::odma\pcdocs\abl\737756\1
i
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
~
I
I
THIS DEED POLL is made on
2 ~ PvfJtA"51-
2009
PARTIES
TIMBERCORP SECURITIES LIMITED (IN LIQUIDATION)
ACN 092311469
of Level 8, 461 Bourke Street, Melbourne 3000
("TSL n)
BACKGROUND
A TSL was appointed the responsible entity of the 2002 Timbercorp Eucalypts Project
(ARSN 098 233 571) pursuant to the Constitution.
B TSL is desirous of disposing of its assets including various leases granted by third
parties.
C In order to give clear and free title to the assignee of any lease, any sub-leases of the
leased land may need to be surrendered.
D TSL considers it appropriate that it be granted the power to surrender each sub-lease on
behalf of the Growers.
E TSL and the liquidators of TSL applied to the Federal Court of Australia for a direction
that the liquidators of TSL would be justified in executing or procunng TSL to execute a
deed amending the Constitution, pursuant to section 601GC(1)(b) of the Corporations
Act, in the form of this Deed.
F On 18 August 2009, Justice Finkelstein of the Federal Court of Australia gave the
direction sought.
G In accordance with section 601 GC of the Corporations Act and the directions of the
Courti TSL has executed this deed to modify the Constitution in the manner set out in this
deed.
AGREED TERMS
1 Definitions and interpretation
1.1 Definitions
In this deed. unless the context requires otherwise, terms that are defined in the
Constituion have the same meaning and:
.Constitution" means the constitution dated 20 September 2001 (as amended).
"Effective Daten means the date this deed is lodged with the Australian Securities and
Investments Commission.
1.2 Interpretation
Clause 1.2 of the Constitution applies to the interpretation of this deed.
Amold Bloçh Lelbler
Ref: JCS:01-1499469
::ODMA\PCDOCS'ABL\737756\1
Amendment Deed I Page 1
i
I
I
I
I
I
I
I
I
I'
I
1
I
I
I
I
I
J
2 Amendment
The Constitution is amended with effect on and from the Effective Date by inserting after
clause 11 (f) the following clause:
"(fa) to assign, terminate, surrender or otherwise deal with any Sub-lease;".
2.1 Remains in effect
Except as specifically amended by this document, all terms and conditions of the
Constitution remain in full force and effect.
2.2 Read as a single document
With effect on and from the Effective Date:
(a) the parties are bound by the Constitution as amended by this deed; and
(b) the Constitution is to be read as a single integrated document incorporating those
amendments.
3 General
3.1 Paramountcy of document
If this deed conflicts with any other document, agreement or arrangement, this document
prevails to the extent of the inconsistency.
3.2 Attorneys
Each person who executes this deed on behalf of a part under a power of attorney
warrants that he or she has no notice of the revocation of that power or of any fact or
circumstance that might affect his or her authority to execute this document under that
power.
3.3 Governing law and jurisdiction
This deed wil be governed by and construed in accordance with the laws in force in the
State of Victoria and each part submits to the non-exclusive jurisdiction of the courts of
that State.
EXECUTED as a DEED
EXECUTED by TIMBERCORP
SECURITIES LIMITED (in liquidation) by
being signed in its name and on its behalf
by MARK ANTHONY KORDA in his
)
~~7iMncOf.
Signáure of witnéís
/7V
Signature of liquidator
Ilm;sl jJ~~
i
Name of witness (print)
I
Arnold Bloch Leibler
I
)
)
)
)
Ref: JCS:01-1499469
::ODMAIPCDOCS'ABL\737756\1
Amendment Deed I Page 2