XN000022-1991-11-22 — Page 5

DAY.

1

7 22, 1991

B.

THE

BANK REDUCED

(B) THE DEBIT BALANCE WOULD BE TRANSFERRED TO THE NEW

CONTINUE TO ATTRACT INTEREST AT WOULD

AND RATE.

A

CREDITORS OF TO

VALID RIGHTS AND CLAIMS OF ALL OTHER RECORDED BCCHK AND BCCFI (SUCH AS TRADE CREDITORS) WILL BE TRANSFERRED THE NEW BANK AND WILL BE PAID IN FULL.

NO INTEREST WOULD BE PAID ON ANY DEPOSITS AFTER 17TH JULY 1991.

C.

D.

OTHER CONDITIONS AS DETAILED IN THE PROVISIONAL AGREEMENT.

A DETAILED SCHEME

TO PUT THIS ARRANGEMENT INTO LEGAL EFFECT DOCUMENT WOULD BE PREPARED BY MR GLEESON'S FINANCIAL ADVISERS, JARDINE

WAS THAT, SUBJECT HIS INTENTION FLEMING

LIMITED.

TO SECURITIES

BR PUT TO THE APPROVAL OF THE HIGH COURT, THE SCHEME WOULD THEN

MEETING DEPOSITORS FOR THEIR APPROVAL AS A SCHEME OF ARRANGEMENT AT A

FOR THE BE CONVENED UNDER SECTION 166 OF THE COMPANIES ORDINANCE PURPOSE.

TO

OF THE

DEPOSITORS, IN ORDER TO

BE

LEGALLY

BINDING,

VALUE OF THE AT THE

APPROVAL REQUIRED A MAJORITY IN NUMBER REPRESENTING 3/4THS IN DEPOSITORS PRESENT AND VOTING, EITHER IN PERSON OR BY PROXY, MEETING.

BECAUSE OF THE SIZE AND COMPLEXITY OF THE BANK AND THE LOGISTICAL AND OTHER PROBLEMS INVOLVED, LEGISLATION WOULD BE REQUIRED TO TRANSFER

NEW THE

BANK. MR THE AGREED ASSETS AND RECORDED LIABILITIES TO

HELP GLEESON BELIEVED THAT IN THIS AREA THE GOVERNMENT WAS ANXIOUS TO IN EVERY WAY POSSIBLE BUT SAID THAT IN THE END THIS MUST BE A MATTER FOR THE LEGISLATURE.

HE SAID IT WAS INEVITABLE THAT SOME TIME WOULD BE REQUIRED TO PUT SCHEME IN PLACE ALL THE NECESSARY ARRANGEMENTS FOR IMPLEMENTING THE BUT THE SPECIAL MANAGERS AND HE WERE WORKING HARD TOWARDS ACHIEVING AT THE EARLIEST POSSIBLE DATE WHATEVER RESULT THE DEPOSITORS BELIEVED WAS IN THEIR OWN BEST INTERESTS.

SAID THAT,

AS A FIRST STEP MR GLEESON

PARTICULARLY SINCE, UNAVOIDABLY, THE PROVISIONAL AGREEMENT WAS A RATHER TECHNICAL DOCUMENT AND MAY BE DIFFICULT FOR SOME OF THE DEPOSITORS TO UNDERSTAND FULLY AT THEIR IT IN

TERMS TO HE INTENDED TO EXPLAIN FIRST,

LAYMAN'S REPRESENTATIVES WITH WHOM HE HAD BEEN IN REGULAR COMMUNICATION AND ANY OTHER CREDITORS WHO WISHED TO CONSULT HIM OR THE SPECIAL MANAGERS.

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