Premium Investors Limited, in the matter of Premium Investors Limited [2012] FCA 1211

Annexure B Premium Investors Limited ACN 106 259 885 Notice of hearing to approve compromise or arrangement TO all the creditors and members of Premium Limited ACN 106 259 885 (Premium). TAKE NOTICE that at 9.30am (Sydney time) on 12 December 2012 the Federal Court of Australia at Level 17, Law Courts Building, Queens Square, Sydney, New South Wales 2000 will hear an application by Premium seeking the approval of an arrangement between Premium and its members, if agreed to by resolution to be considered by the members of Premium at a meeting of such members to be held on 10 December 2012 at the offices of Computershare Investor Services Pty Ltd, Level 4, 60 Carrington Street, Sydney NSW at 10.30am (Sydney time). If you wish to oppose the approval of the arrangement, you must file and serve on Premium a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on Premium at its address for service at least one day before the date fixed for the hearing of the application. The address for service on Premium is, c/o Corrs Chambers Westgarth, Level 36, 1 Farrer Place, Sydney, New South Wales (Reference: Stan Lewis). Lindsay Mann Chairman Premium Investors Limited

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 1645 of 2012

IN THE MATTER OF PREMIUM INVESTORS LIMITED ACN 106 259 885 PREMIUM INVESTORS LIMITED ACN 106 259 885

JUDGE: JAGOT J DATE: 31 OCTOBER 2012 PLACE: SYDNEY

REASONS FOR JUDGMENT 1 This is an application under s 411(1) of the Corporations Act 2001 (Cth) seeking orders convening a meeting of the shareholders of Premium Investors Limited (Premium) to vote on a proposed scheme of arrangement pursuant to which all of Premium's issued shares will be acquired by WAM Capital Limited (WAM), other than the shares of defined excluded shareholders which are, in effect, the shares in Premium held by or on behalf of WAM itself. Both Premium and WAM are public companies listed on the Australian Securities Exchange. In short, if the scheme is approved by the shareholders and the other conditions precedent are satisfied, the shareholders in Premium who are eligible will have their shares in Premium transferred to WAM and will receive in return, at their election, either cash consideration as defined, consideration in the form of scrip or a combination of the two. 2 As set out in the written submissions, the general approach taken is that ordinarily such a meeting will not be summoned unless the scheme is of such a nature and cast in such terms that if it receives the statutory majority of votes at the meeting the Court would then be likely to approve it at the second court hearing, if the application is not opposed. In this case, there are three particular issues that have been drawn to my attention but none indicate other than that the general approach is satisfied in this case. 3 First, both the amount of the cash consideration and the scrip consideration would not be known as at the date of the meeting because they are linked to values which have to be calculated thereafter. This fact is prominently disclosed in both the chairman's letter and also the scheme booklet as part of the risks that relate to the scheme. 4 The second issue is that there are certain ineligible foreign shareholders who are Premium shareholders. As part of the scheme, it is proposed to deal with those shareholders by having the shares and options in WAM to which they would otherwise be entitled under the scheme transferred to a nominee appointed by WAM to be sold and then the average net proceeds per share of the nominee's sale, after appropriate deductions, to be remitted to each ineligible foreign shareholder. 5 There is a third issue which also receives prominent disclosure in the scheme booklet. It relates to existing arrangements which have been in place since 2009 and 2007 between Premium and Treasury Group Investment Services Limited (TGIS), a wholly owned subsidiary of Treasury Group Limited which is a shareholder of Premium. Under an investment management agreement, TGIS has been appointed as the exclusive agent to invest and manage Premium's portfolio of investments since 2009 and under a management services agreement TGIS provides accounting, company secretarial and marketing coordination services since 2007. 6 The scheme includes arrangements by which if the scheme is implemented an agreement has been reached between Premium, TGIS, WAM and Wilson Asset Management (International) Pty Limited, which WAM has retained as its investment manager, whereby TGIS will remain the investment manager of the assets of Premium for a short period. There will be a payment of a one-off fee to TGIS. That will be in consideration for the capacity of Premium to terminate the agreement and for the release of rights that would otherwise exist under the agreement. As indicated in the submissions, there is evidence that the fee to be paid represents a discount to the early termination fee that would otherwise be payable in the event of termination. 7 For the reasons set out in the written submissions, I am satisfied that the two issues relating to ineligible foreign shareholders and relating to TGIS are not class creating and, accordingly, I am satisfied that the proposal for a meeting of the shareholders as a single class is appropriate. 8 The procedural requirements have been met and I note the letter from the Australian Securities and Investments Commission (ASIC) dated 30 October 2012 in standard form by which ASIC confirmed that it has had a reasonable opportunity to examine the terms of the scheme, the draft explanatory statement and to make submissions and does not currently propose to appear to make submissions or to intervene and in fact ASIC has not done so. Otherwise the substantive aspects of the scheme, including performance risk, exclusivity provisions and the deemed warranty from shareholders in relation to their shares being free from encumbrances have been drawn to my attention and I see no reason not to make the orders as sought. 9 Accordingly, I make orders 1 through to 10 as set out in the short minutes of order dated 31 October 2012. I certify that the preceding nine (9) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Jagot.