Second Meeting Of Creditors Of Company Under Administration

The purpose of the meeting(s) is:

1. to receive the report by the Administrator(s) about the business, property, affairs and financial circumstances of the Company(ies); and
2. to receive a statement of Administrator(s) opinion and reasons for the opinion:
   1. whether it would be in the creditors ' interests for the Company(ies) to execute a deed of company arrangement;
   2. whether it would be in the creditors ' interests for the administration to end;
   3. whether it would be in the creditors ' interests for the company to be wound up;
3. to receive a statement of such other information known to the administrator as will enable the creditors to make an informed decision about the matters at paragraphs 2(a) ? (c) above;
4. to receive details of any transactions that appear to the Administrator(s) to be a voidable transaction in respect of which money, property, or other benefits may be recoverable by a liquidator under part 5.7B of the Act
5. to receive details of any proposed deed of company arrangement; and
6. for the creditors of the Company(ies) to resolve that:
   1. the Company(ies) execute a deed of company arrangement; or
   2. the administration(s) should end; or
   3. the Company(ies) be wound up.

Other agenda items are:

1. To consider the approval of the Administrator?s remuneration;

2. For creditors to resolve that:

(a) A Deed of Company Arrangement be executed by ZMM Pty Ltd; or

(b) That ZMM Pty Ltd be wound up.



IN THE EVENT CREDITORS VOTE IN FAVOUR OF THE EXECUTION OF THE DEED



3. To consider approval of the Deed Administrator(s) remuneration;



IN THE EVENT ZMM PTY LTD IS WOUND UP

4. To consider the nomination of a person(s) to be Liquidator(s);

5. To consider the appointment and constitution of a committee of inspection;

6. To authorise the Liquidator(s) to be able to destroy the books and records of the Company within a period of six (6) months after the dissolution of the Company, subject to obtaining prior approval from the Australian Securities & Investments Commission (ASIC); and

7. Any other business.