Rewards Projects Limited RPL Subject to Deed of Company Arrangement

1. Rewards Projects Limited (RPL)(Subject to Deed of Company Arrangement)  Concurrent meetings of members of various Rewards Group Forestry Schemes to consider the proposal from Black Tree Pty Ltd (Black Tree) 10.00am WST, Friday, 17 December 2010

2. Chairman’s Introduction

3. Chairman’s Introduction Martin Jones - Joint and Several Deed Administrator of Rewards Projects Ltd as Responsible Entity Concurrent meetings of members of various Rewards Group Forestry Schemes including: Sandalwood Project 2000 Sandalwood Project 2001 Sandalwood Project 2002 Sandalwood Project 4 Sandalwood Project 5 Sandalwood Project 2007 Teak Project 2001 Teak Project 3 Teak Project 4 Teak Project 2006

4. Chairman’s Introduction Martin Jones to act as Chairman Members to consider Black Tree’s proposal as outlined in the Explanatory Memorandum dated 22 November 2010 Notice calling the meeting Resolutions

5. Black Tree Proposal

6. Black Tree Proposal Background to Black Tree Proposal RPL and various related entities (Rewards Group) were placed into Voluntary Administration on 16 May 2010. RPL acts as Responsible Entity (RE) for all the schemes represented at this meeting. RPL will not be able to properly discharge its obligations as RE into the future due to the insolvency of the Rewards Group. Without restructuring the Forestry schemes it is highly unlikely that any manager or RE will take on the financing and management obligations of the schemes. The Rewards Growers Advocacy Group Inc (RGAG) was formed early in the administration of the Rewards Group.

7. Black Tree Proposal Background to Black Tree Proposal A Deed of Company Arrangement (DOCA) proposal was formulated by RGAG and accepted by creditors of RPL. The DOCA was executed on 9 November 2010. Under the DOCA it is proposed that the Forestry schemes be restructured. Although various property leases between RPL and ARK and Rewards Land have been terminated a Deed of Forbearance was entered into with the Receivers of these entities pursuant to the DOCA. Under the Deed of Forbearance the Receivers of ARK and Rewards Land are now in possession of the scheme properties. The Receivers are responsible for maintaining the properties, however cannot dispose of the properties, subject to certain milestone events occurring under the DOCA.

8. Black Tree Proposal Key Features of Black Tree Proposal Black Tree appointed as the manager of the schemes. All growers will be levied an Upfront Fee per Woodlot. The fee is payable 30 days from issue of the invoice by the RE once the DOCA is completed (estimated to be issued February 2011). The Upfront Fee will be used to: Repay the lien held by the Administrators for maintenance costs expended, relevant DOCA and meeting costs; Pay for the administration of the scheme to 30 June 2011; Pay for the maintenance of the plantations to 30 June 2011; and Pay for lease expenses to 30 June 2011.

9. Black Tree Proposal Key Features of Black Tree Proposal Growers are under no obligation to pay the Upfront Fee. Those who choose not to participate will be removed from the scheme and will have no further rights or obligations under the Black Tree Proposal. However, growers will remain obligated to pay any existing financial obligations to RPL and any other third parties in relation to the scheme (for example loan obligations). Any shortfall of payment of the Upfront Fee will be funded by Black Tree who will in turn be entitled to an equal percentage of future scheme revenue. Growers who pay the Upfront Fee will be given the opportunity to “top up” their investment by taking up some of the shortfall before Black Tree. The RE will be entitled to 10% plus GST of the net sale proceeds of the harvest (or if the trees are sold as standing timber, 10% of the net proceeds of sale of the standing timber). This performance fee will be passed onto Black Tree under the terms of the new proposed Operations Agreement between the RE and Black Tree.

10. Black Tree Proposal Key Features of Black Tree Proposal An Annual Fee and Annual Rent will be levied to growers from 30 June 2011. Ownership of RPL will be transferred to a party nominated by RGAG under the DOCA. This party is to be a specialist RE group for agricultural MIS projects and will operate RPL as RE of the Forestry schemes. Neither RPL nor Black Tree have sought a ruling from the ATO in respect of the tax deductibility of the Upfront Fees, Annual Fees, Annual Rent, any Deferred Fees and Performance Fees. If the Black Tree proposal is accepted, RPL will apply to the ATO for a ruling. The Black Tree proposal is conditional upon the land sale contracts becoming unconditional under the DOCA

11. Black Tree Proposal Advantages of Black Tree Proposal It is the only proposal allowing continuation of the schemes. If growers do not approve the proposal it is likely RPL will go into liquidation and the schemes being wound up given no new head leases will be in place. In this regard, the prospect of any value being returned to growers is highly uncertain. Growers will retain the right to receive proceeds from the harvest of their trees. It gives growers the best chance under the circumstances to see a return despite the need to make further payments in the form of Upfront Fees, Annual Fees and Annual Rent. The directors, officers and consultants of Black Tree include experienced forestry managers.

12. Black Tree Proposal Disadvantages of Black Tree Proposal A requirement to pay the Upfront Fee and the ongoing Annual Fees and Annual Rent. The reduction in and possibly full surrender of entitlements to the benefits produced by the scheme if a grower does not make the Annual Fee and Annual Rent payments (through the charging of the Deferred Fee). An increase in the scope of the RE’s right to be indemnified out of the scheme’s assets.

13. Black Tree Proposal Risks As per any agricultural type project it is important for growers to understand that the scheme will still be subject to such risks, including but not limited to, agricultural risks such as the scheme will fail to deliver volumes of produce, pest damage, product prices will fall, environment risks, government legislation, financial position of the RE etc. The following additional risks apply to the scheme: The scope and quantum of the Administrators’ lien is yet to be finalized (although estimated in the EM). The current costs of the scheme moving forward are uncertain and may be greater than anticipated by Black Tree. The status of the trees in the plantations have not been independently verified.

14. Black Tree Proposal Risks The risks specific to the Black Tree Proposal are: The risk that all of, or a portion of, the Upfront Fees and/or Annual Fees and/or Annual Rent (and any Deferred Fees) and/or the RE’s Performance Fee under the Management Agreements will not be tax deductible by growers. The risk that Black Tree will be unable to fund the scheme for the time until final harvest because of insufficient funding from growers or third party funders, in which case the scheme may be terminated by the RE as being uneconomic to continue.

15. Black Tree Proposal Resolution 1: Approval of Black Tree Proposal Resolution 2 – Amendments to the Constitution to implement the Black Tree Proposal Resolution 3 – Replacement of the Grower Agreements to implement the Black Tree Proposal Resolution 1 and 3 are ordinary resolutions – 50% majority required Resolutions 2 is a special resolution – 75% majority required Three resolutions are interconditional Projects may be wound up if any of the resolutions are rejected

16. Questions from Members

17. Formal Items of Business

18. Resolutions Resolutions will be voted upon on a scheme by scheme basis Resolution 1 and 3 are ordinary resolutions – 50% majority required Resolutions 2 is a special resolution – 75% majority required Three resolutions are interconditional

19. Resolution 1 – Approval of Black Tree Proposal For members to consider a resolution THAT: “subject to Resolutions 2 and 3 being passed, the Growers approve the Black Tree Proposal described in Part A of the Explanatory Memorandum which accompanied the Notice of Meeting”

20. Resolution 2 – Constitution Amendments For members to consider a resolution THAT: “subject to Resolutions 1 and 3 being passed, the constitution of the project be amended by the Responsible Entity of the project as set out in the deed of variation tabled at the meeting and signed by the Chair for the purposes of identification in accordance with section 601GC(1)(a) of the Corporations Act”

21. Resolution 3 – Replacement of Grower Agreements For members to consider a resolution THAT: “subject to Resolutions 1 and 2 being passed, the growers approve the execution of the replacement Grower Agreements in the form tabled at the Meeting and signed by the Chair for the purposes of identification, and acknowledge the right of the Responsible Entity of the project to enter into those Grower Agreements on each Grower’s behalf using its rights under any powers of attorney granted by growers in relation to the project, including the powers of attorney granted by growers pursuant to Resolution 2 and the powers of attorney granted by growers in their application forms submitted at the time of applying for interests in the project”

22. Closure of Meetings Other business Final questions Thank you for attendance