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MINUTES OF THE SECOND MEETING OF CREDITORS OF

BOCAR SERVICES PTY LTD

(ADMINISTRATORS APPOINTED) ACN 056 304 411

HELD AT THE OFFICES OF GRANT THORNTON CHARTERED ACCOUNTANTS, GROUND FLOOR, 102 ADELAIDE STREET, BRISBANE QLD

4000 ON WEDNESDAY, 1st APRIL 2009 AT 2.30PM.

This is the annexure of twenty-three (23) pages marked A referred to in the Form 911. Signed by me and dated 15 April 2009 Michael Gerard McCann Signature

PRESENT Michael Gerard McCann - Administrator Cameron Crichton - Grant Thornton Andrew Lowe - Grant Thornton Michael Gerard McCann opened the meeting at 2:45 pm. IN ATTENDANCE: Refer to the attached Attendance Register and Observers Register. CHAIRPERSON: Michael Gerard McCann, the Joint Administrator of the Company, advised that he would act as Chairperson of the meeting in accordance with Regulation 5.6.17(1) of the Corporations Regulations. The Chairperson introduced Mr Cameron Crichton, and Mr Andrew Lowe of Grant Thornton to the meeting. The Chairperson informed the meeting that the Company’s Director, Mr Henri Baumann was in attendance. NOTICE OF MEETING: The Chairperson declared the meeting open and advised that the meeting had been called in accordance with the Notice of a Concurrent Meeting dated 23 March 2009, the meeting having been advertised in ‘The Australian’ on 25 March 2009. The Chairperson tabled a copy of the notice and the Administrator’s second report to creditors. QUORUM: The Chairperson tabled the proofs of debt and the proxies that had been received. The Chairperson then advised, in accordance with Regulation 5.6.16(2) of the Corporations Regulations that a quorum was present and, in accordance with Regulation 5.6.14, that the meeting was being held at a date, time and place convenient to the majority of persons entitled to receive notice of the meeting.

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VOTING: The Chairperson advised the meeting that all proxies received were admitted for the purposes of voting at the meeting. The Chairperson advised that voting for resolutions at the meeting would be by show of hands unless a poll is requested. A poll can be requested by the Chairperson or two or more creditors or by any one creditor holding more than 10% of the total value of the debts admitted for the purposes of voting at the meeting. OVERVIEW OF LEGISLATION AND PURPOSE OF MEETING: The Chairperson confirmed that Michael Gerard McCann and Matthew James Byrnes were appointed Joint and Several Administrators of the Companies on 10 March 2009 pursuant to Section 449C of the Corporations Act 2001 (Cwlth) following the resignation of Paul Desmond Sweeney and Terry Van Der Velde of SV Partners on 9 March 2009. The Chairperson advised that the primary purposes of the meeting were:

1. To confirm the appointment of the Administrators. 2. To vote on whether:

(i) The Company should be wound up; or (ii) The administration should end; or (iii) A Deed of Company Arrangement should be executed.

3. To resolve on the adjournment of the second meeting of creditors for up to 45 business

days 4. To approve the remuneration of the Previous Administrators, SV Partners, at the

proposed amounts

5. To approve the remuneration of the Administrators at the proposed amounts

6. To approve the remuneration of the Liquidators at the proposed amounts, should the creditors resolve to place the company into liquidation at a later date

STATEMENT OF BEST PRACTICE: The Chairperson tabled the Statement of Independence, as detailed in the report to creditors. A copy of same is attached to these minutes. EFFECT OF THE ADMINISTRATOR’S APPOINTMENT: The Chairperson advised the major effect to creditors of the appointment was to create a moratorium, which restricts the rights of all creditors to take action against the Company. The moratorium came into effect as of 25 February 2009. The Chairperson explained that the role of the Administrators is to take control of the assets of the Company, conduct an investigation into the Company’s affairs and form an opinion about the Company’s affairs and future.

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REPORT TO CREDITORS The Chairperson tabled a copy of the Report to Creditors dated 23 March 2009, and invited questions from creditors. QUESTIONS FROM CREDITORS: SUPPORT FROM TOYOTA An employee of Bocar Administration Services stated that the appointment of Grant Thornton as Administrators, was on the belief that Toyota would maintain support for Bocar Services Pty Ltd (Administrators Appointed). He believed this support was vital to the sale of the business as a going concern and asked why Toyota had withdrawn its support. The Chairperson stated that he could not comment on behalf of Toyota. He continued by stating that it was likely that prior to Grant Thornton’s involvement, Toyota had explored alternative suppliers to ensure continuity of supply. He commented that when Grant Thornton took on the appointment, it was on the understanding that Toyota and other customers would maintain ongoing support – especially during the sale of business to a new owner. PRADO 611 BULLBAR Richard Croaker (representing Director Henri Baumann) questioned whether the Administrators had knowledge of Toyota’s intentions regarding the Toyota Prado 611 bullbar. The Chairperson indicated that he was aware that the Toyota Prado 611 Bullbar was a development project for the next generation bulbar and was not currently being produced. He noted that Toyota was the owner of this equipment and had already indicated their desire to remove the 611 tooling from company premises, within the next week. Richard Croaker (representing Director Henri Baumann) followed up this comment by asking whether staff would be required to assist in the removal of Toyota’s gear, and who would be paying staff if this was the case. The Chairperson stated that some staff assistance would be required, in order to minimize damage and disruption to production. He added that he doesn’t intend to spend a great deal of time moving Toyota’s equipment. FUTURE ORDERS FROM TOYOTA / OTHER CUSTOMERS Richard Croaker asked whether there were indications that Toyota would be transferring away, current or future orders from Bocar Services Pty Ltd (Administrators Appointed). The Chairperson responded that Toyota had not yet forwarded its arrangements. He added that it was likely that many customers are in the process of making arrangements for alternative suppliers and that the Administrators were in discussions with various customers to secure orders through to November 2009. The Chairperson stated that it was the Administrators’ initial goal to secure orders a month ahead, and then secure as many orders to 30 June 2009, as possible. FUTURE ORDERS FROM TOYOTA / OTHER CUSTOMERS Terry Van Der Vedle of SV Partners asked what support Toyota has offered following the appointment of Grant Thornton as Administrators. He stated that SV Partners made a moral decision to resign on the assumption that Toyota would remain supportive of Bocar Services Pty Ltd (Administrators Appointed), with Grant Thornton appointed as Administrators.

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The Chairperson stated that funds were secured from Toyota, including prepayments, which primarily assisted in the funding of the first week’s payroll. The Chairperson also advised that these funds were secured from the payment of an invoice that didn’t exist on the debtor’s ledger at time of appointment, as a means of advancing funds. The Chairperson also expressed that the extent of Toyota’s support was for that of the current trading period. He stated that beyond this, no support had been demonstrated for a prospective purchaser. Richard Croaker asked whether sports bars would continue to be made. Chairperson stated that discussions on sports bars were continuing. He stated that if customers wanted to pull specific products, they have a right to do so, but warned that if customers wanted to further erode the production base, greater reliance to cover overhead would be transferred to what production remains, leading to increases in prices. He said that there currently is a week to week review of pricing. BENEFIT FROM MAINTAINING TRADE Richard Croaker queried what value there was in keeping the company open for unsecured creditors. Chairperson’s response was that Grant Thornton were still pursuing a sale, whether part of, or the business as a whole. He indicated that in the meantime, the primary benefit was in continuing trade and production over next few months, which in turn would provide some support to those suppliers who are critically dependant on Bocar Services Pty Ltd. CONCERNS OVER SALE OF TOOLING TO TOYOTA Ross Carrington believed that the sale of tooling to Toyota was for significantly less than its true value, and was likely an uncommercial transaction. He asked whether this transaction was investigated. Chairperson confirmed that the tooling was acquired by Toyota for $1,500,000 in December 2008. He also said that the value of the tooling was difficult to determine, given that the value is predominantly to Toyota. The Chairperson stated that there hadn’t been extensive investigations to date, and as such, a view not yet formed. Chairperson responded by stating that he had not formed a view yet about this transaction, and as such, declined to make a comment. He added that the circumstances were difficult, given that the company would likely have entered into Voluntary Administration unless it secured the funds in question. Accordingly, he is of the belief that a commercial decision to enter the transaction, was made, and that he believed management tried to negotiate best deal they could prior to acceptance. Richard Croaker also asked that if the transaction was in fact uncommercial, whether the Administrators were still allowing Toyota to remove tooling, despite the Administrators not being able to carry out extensive uncommercial transaction investigations to date. Chairperson stated that the equipment had been sold, and that as Administrator, he had no ability to over-turn a transaction of this nature. He was of the preliminary view that the company parted with its assessment of what was fair value at time, for a sale at that time. He stated that he had considered what was fair value and who actually owned it. The Chairperson acknowledged that a higher value could have been paid, but given the circumstances, the company achieved the best value it could. He added that although the transaction could not be challenged by the Administration it would be reviewed in greater detail by a Liquidator.

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He also added that many customers claim to own tooling, and that the Administrators were currently seeking advice on this. He conceded that it appeared that this tooling will become property of these customers. WHETHER TOYOTA WOULD BE REMOVING OTHER EQUIPMENT Richard Croaker asked whether Toyota had indicated plans to remove other equipment. The Chairperson stated that there was no formal notification to this effect. He added that the majority of equipment is subject to equipment finance, and that as far as he was aware, only tooling for 611 bullbar was being removed. 12 MONTH OLD TOYOTA INVOICE Richard Croaker questioned the value of the 12 month old invoice to Toyota, previously discussed. He also requested to be informed of the exact age of this invoice. The Chairperson stated that the invoices were approximately for $250,000 including GST. He explained that the invoice was raised post-appointment, for continuing Research and Development work. Richard Croaker asked whether the previous Administrators, SV Partners, were made aware that the invoice existed / the debt was incurred, and wanted to know who brought it up. The Chairperson’s response was that the invoice was for R&D works already performed, and that he wasn’t aware of its existence, prior to appointment. He believed that either Toyota or the General Manager of Bocar Services Pty Ltd (Administrators Appointed) raised the point. Richard Croaker stated that at the first meeting of creditors, the current administrators said they would have support from Toyota. Richard wanted to know whether the invoice was this support they promised. The Chairperson responded by saying that they weren’t aware of the invoice at time of appointment, and that following appointment, the Administrators simply asked what means Toyota had to provide funds to support Bocar Services Pty Ltd (Administrators Appointed). The Chairperson advised that R&D costs for previous work were deemed a way to achieve this advance of funds to help fund payroll. GENERAL MANAGER’S KNOWLEDGE OF TOYOTA INVOICE Richard Croaker asked whether the General Manager of Bocar Services Pty Ltd (Administrators Appointed) was aware of the invoice amount of $250,000 relating to Toyota. Keith Bailey’s (General Manager) response was that the invoices were originally raised by the previous Administrators, SV Partners, but remained unsettled. He confirmed that discussions were merely continued by Grant Thornton. Terry van De Verlde stated that he received a “flat out no” from Toyota with regards to this invoice request. Richard Croaker asked the Chairperson whether Grant Thornton had previous meetings with Toyota, and whether the invoice was discussed. He also questioned whether Toyota was a creditor of Bocar Services Pty Ltd (Administrators Appointed). The Chairperson confirmed previous meetings did take place, but that specific means for support were not discussed. He also confirmed that Toyota was in fact a creditor, for warranty claims.

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GAIN FROM CHANGE OF ADMINISTRATORS Peter of Bocar Administration Services Pty Ltd (Administrators Appointed) stated that he was of the belief that if there wasn’t a change in Administration, Toyota was going to withdraw support. He asked what the gain had been in changing Administrators, given there was still no support from Toyota. The Chairperson stated that the major benefit was ongoing trade for the period of appointment onwards, but benefit beyond this period would likely only eventuate under a sale or deed. Terry van De Verlde stated that it was the unfortunate reality of the situation. He believed that Grant Thornton was “hood-winked” by the situation, just like the previous administrators, SV Partners were. He stated that SV partners tried to do the right thing, and that he believed Grant Thornton was trying to do the right thing. The Chairperson stated that Grant Thornton had previous dealings with Toyota in Victoria, and that in many cases, Toyota was a material customer. He affirmed that previously, Grant Thornton had been able to deal with them fairly, to achieve a reasonable outcome. He stated that Toyota did remark that they had a preference to deal with Grant Thornton. He noted that unfortunately, Toyota currently wasn’t doing Grant Thornton any favours. Henri Baumann (Director of Bocar Services Pty Ltd) retorted, by stating that keeping the door open to Toyota, obviously gives them time to look at switching away from Bocar Services Pty Ltd. Henri asked what benefits for unsecured creditors and employees there was, in squeezing an extra few months’ operation. He finished by stating that the Administrators should “let Toyota learn their lesson”. The Chairperson responded by agreeing that Toyota most likely was finding an alternative supplier, and that this might have formed part of its motive when money was advanced to Bocar Services Pty Ltd in December 2008 for the tooling. With regards to Henri’s suggestion to shut down operations, the chairperson stated that this would deprive creditors of the benefits of continued trade and a possible sale of business. GAINS FROM CONTINUING TRADE Ross Carrington of G James Extrusion Co Pty Ltd questioned what the gains by keeping Bocar Services Pty Ltd open were. He queried whether it was merely future trade that was the benefit. The Chairperson’s response was that in addition to extra future trade, there was also smaller prospect that an interested party will come along to pick up the business, even with only a majority of the other customers remaining. He also added that shutting down at this point, was not in the best interests of the employees. He stated that keeping trade open will benefit employees in terms of continued pay, as well as giving them time to prepare for possible alternatives after Bocar Services Pty Ltd. He reaffirmed that continued trade also gives reliant suppliers a chance to make alternative plans. THIRD PARTY PROPERTY Richard Croaker believed that under the act, a secured creditor claiming title to equipment would not normally be able to claim equipment during administration. He questioned whether this is the same case with Toyota. Specifically, he asked about use of tooling for 611 bullbar. The Chairperson stated that Bocar Services Pty Ltd was not using the tooling in the conduct of the administration, given that Toyota wouldn’t be placing any orders for the 611 bullbar. Accordingly, he stated that there was no valid reason to withhold the property.

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RELIANCE ON TOOLING DUE TO BE REMOVED Peter believed that part of the 611 tooling was being using in another machine. He wanted to confirm whether the Administrators had knowledge of this. Grant Thornton representative, Cameron Crichton responded by stating that this was contrary to the understanding of the administrators. Cameron stated that he had specifically investigated the issue and was told that this was not the case. He did however, state that the Administrators will revisit the issue. FORWARD ORDERS Tyron Woods questioned whether forward orders were being maintained. The Chairperson responded by saying that he was trying to lock-in forward orders on a rolling monthly basis, and was also seeking to maintain the production target of 80 bars per day (on average). He also noted that currently, Bocar Services Pty Ltd was struggling to get production up to meet this target. SALE OF TRAY BUSINESS A creditor of Bocar Services Pty Ltd noted that in the report to creditors, the Administrators were considering separate sale of tray business. He wanted to confirm that this was still the case. The Chairperson confirmed that the NSW operations (tray business) was continuing to being sold separately. SALE PROCESS A creditor of Bocar Services Pty Ltd stated that he had met with a few interested parties, noting the majority seem to be from Melbourne. He stated that he didn’t quite understand the sale process, and also couldn’t understand why nothing seemed to be progressing. He wanted clarification on this. The Chairperson agreed that the majority of interested parties were in fact Melbourne-based, and stated that this was the reason why the sale process was being run from the Victorian offices of Grant Thornton. REPORT TO CREDITORS: ALLEGATIONS AGAINST DIRECTOR Richard Croaker expressed concern over allegations of insolvent trading and failure to lodge the RATA. He expressed that Henri completely rejected the insolvent trading claim. Richard continued by stating that the report to creditors proposed that insolvent trading may have occurred as early as June 2008. Richard also noted that given the General Manager (GM) was party to the deed of Toyota and the Company from March 2008, which contained a requirement that the GM take control of the company. Richard asked whether this makes the GM a Shadow Director during the period? The Chairperson indicated that he was aware of arrangement, and considered it, but advised that a view had not been formed. He continued by saying that this was only a preliminary conclusion in limited timeframe, and that further exhaustive investigations were required. He confirmed that Toyota wanted to see a GM supervise the day to day control of the business’s production line. Richard Croaker disagreed, by claiming that Clause 1.8 of the agreement between Toyota and Bocar Services Pty Ltd, specifically stated that the day to day control of the business is handed over to the General Manager. He expressed that he was dismayed that despite this fact, investigations for insolvent trading had been levelled at the director. Richard questioned whether

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insolvent trading should be extended to include shadow directorship. He also asked why the personal assets of the GM were not investigated. The Chairperson noted the point, and said he was happy to take suggestions regarding the matter. He confirmed that the preliminary view formed was not conclusive, and that regardless of who was in control of trading, the insolvent trading conclusion still stood. He acknowledged that there was a lot of dispute on who in fact was running the business, with GM and directors responsible for various roles. The Chairperson stated that personal assets have not been fully investigated to date. Keith Bailey responded by stating that on his appointment, he advised the director that in the first month of employment, he had formed the view that the company was insolvent. Keith stated that following his investigations of financial reports, he also formed a similar view that the company was either insolvent or likely to be insolvent. He claimed to have signed correspondence with KPMG, addressed to the director, indicating concern over the position of the company in 2007. KPMG recommended Bocar Services Pty Ltd seek legal advice. Keith claims that recommendations of the appointment of Voluntary Administrators existed as early as January 2008. ADMISSION OF PROOFS Richard Croaker asked about the admission of proofs today, with specific reference made to when Cliplyn’s proof of debt was to be admitted for full amount. Chairperson responded by saying that he looked at it previously, and was prepared to admit it, but perhaps not full amount of $21 million. He believed that for Bocar Services Pty Ltd, outstanding amounts for unexpired lease. For Graybond Pty Ltd he believed it was the Option that gave rise to the $21 million debt. Kevin Chard representing Cliplyn added that for Bocar Services Pty Ltd outstanding amounts were for unexpired lease and a guarantee. RESOLUTIONS

The following resolutions were put before the creditors of Bocar Services Pty Ltd (Administrators Appointed): Previous Administrator’s remuneration “That the remuneration of the Paul Sweeney and Terry van der Velde, their partners and staff incurred in relation to the administration of Bocar Services Pty Ltd for the period 25 February 2009 to 9 March 2009, be hereby calculated on a time basis and by reference to the hourly rates of SV Partners (Qld) Pty Ltd (plus Goods and Services Tax). Such remuneration is to be fixed at $118,688, plus GST, and should be drawn to the extent of available funds.” Moved: Kevin Chard of Cliplyn Pty Ltd Seconded: Paul Lutvey of Almax Aluminium Pty Ltd Chairperson declared motion carried. The Chairperson did not exercise any proxies held in his favour.

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Administrator’s remuneration to 31st March 2009 “That the remuneration of the Administrators, their partners and staff incurred in relation to the administration of Bocar Services Pty Ltd for the period 9 March 2009 to 31 March 2009, be hereby calculated on a time basis and by reference to the hourly rates of Grant Thornton - Recovery & Reorganisation Services (plus Goods and Services Tax). Such remuneration is to be capped at $291,708.50, plus GST, and should be drawn to the extent of available funds.” Moved: Kevin Chard of Cliplyn Pty Ltd Seconded: Paul Lutvey of Almax Aluminium Pty Ltd Chairperson declared motion carried. The Chairperson did not exercise any proxies held in his favour. Adjournment of second creditor meetings “That the meeting of creditors of the Company be adjourned for a period of up to 45 business days” Moved: Kevin Chard of Cliplyn Pty Ltd Seconded: Paul Lutvey of Almax Aluminium Pty Ltd Chairperson declared motion carried. CLOSURE OF MEETING There being no further business, the Chairperson thanked those present for attending and declared the meeting closed at 4.25 pm. Signed as a true and correct record. MICHAEL GERARD McCANN Chairperson