PAS : Administration Update – ASIC Financial Reporting Relief and AGM Relief

3 December 2020

ADMINISTRATION UPDATE - ASIC FINANCIAL REPORTING RELIEF AND AGM RELIEF

Financial reporting relief

The PAS Group Limited (ASX: PGR) (Subject to Deed of Company Arrangement) (PGR) advises that the Australian Securities and Investments Commission (ASIC) has made an order under section 340(1) of the Corporations Act 2001 (Cth) (Act), granting PGR, and its wholly-owned subsidiaries that are party to its deed of cross guarantee, deferral relief from their statutory financial reporting obligations under Part 2M.3 of the for the financial year ended 30 June 2020.

Specifically, PGR is relieved from the following obligations under Part 2M.3 of the Act from 30 November 2020 until the earlier of 30 November 2022 or 2 months from the date that PGR ceases to be under external administration (Deferral Period):

• (a) reporting to members under section 314 of the Act within the time required by section 315 of the Act;

• (b) sending reports to a member in accordance with a request under subsection 316(1) of the Act within the time required by subsection 316(2) of the Act;

• (c) lodging reports with ASIC under subsection 319(1) of the Act within the time required by subsection 319(3) of the Act; and

• (d) lodging half-year reports with ASIC under section 320(1) of the Act within the time required by that subsection,

in relation to the financial year ending 30 June 2020 and each financial year or half-year ending during the Deferral Period.

The details of the reporting relief, Deferral Period and associated conditions are set out in the copy of the relief instrument is enclosed with this announcement.

AGM extension

The Deed Administrators also requested that ASIC grant PGR relief from section 250N of the Act to extend the time to hold its 2020 AGM.

Pursuant to section 250P of the Act, ASIC has extended the period within which PGR must hold its 2020 AGM until two months after the expiry of the Deferral Period.

Further information

Shareholders may address any reasonable inquiries about the external administration or the AGM to Joshua Silver at [phone] [e-mail].

This announcement has been approved for release by the Deed Administrators.

17 Hardner Road, Mt Waverley Vic 3149 AUSTRALIA Tel [phone] Fax [phone]www.thepasgroup.com.auACN 169 477 463

-End-

For further information, please contact:

Matthew Mahon, RoyceComm, 0413 101 860 [e-mail]

Alexander Baranikow, RoyceComm, 0438 838 322 [e-mail]

Australian Securities and Investments Commission

Corporations Act 2001 - Subsection 340(1) - Order

Enabling legislation

1. The Australian Securities and Investments Commission (ASIC) makes this instrument under subsection 340(1) of the Corporations Act 2001 (the Act).

Title

2. This Order is ASIC Instrument 20-1110.

Commencement

3. This instrument commences on the day it is signed.

Order

4. The PAS Group Limited (Subject to Deed of Company Arrangement) ACN 169 477 463 (the Company) and each of the following:

• (a) PASCO Group Pty Ltd (Subject to Deed of Company Arrangement) ACN 117 244 943;

• (b) PAS Finance Pty Ltd (Subject to Deed of Company Arrangement) ACN 169 478 291;

• (c) Chestnut Apparel Pty Limited (Subject to Deed of Company Arrangement) ACN 112 091 522;

• (d) PASCO Operations Pty Ltd (Subject to Deed of Company Arrangement) ACN 112 078 547;

• (e) Black Pepper Brands Pty Limited (Subject to Deed of Company Arrangement) ACN 112 065 559;

• (f) Designworks Holdings Pty Limited (Subject to Deed of Company Arrangement) ACN 113 900 057;

• (g) Designworks Clothing Company Pty Limited (Subject to Deed of Company Arrangement) ACN 117 343 807;

• (h) The Hopkins Group Aust Pty Limited (Subject to Deed of Company Arrangement) ACN 119 023 273;

• (i) Metpas Pty Ltd (Subject to Deed of Company Arrangement) ACN 127 957 653; and

• (j) Review Australia Pty Limited (Subject to Deed of Company Arrangement) ACN 122 295 836

  (each, a Group Company)

do not have to comply with any of the following obligations under Part 2M.3 of the Act:

• (a) report to members of the Company under section 314 within the time required by section 315;

• (b) send reports to a member of the Company in accordance with a request under subsection 316(1) within the time required by subsection 316(2);

• (c) lodge reports with ASIC under subsection 319(1) within the time required by subsection 319(3);

• (d) lodge half-year reports with ASIC under subsection 320(1) within the time required by that subsection;

in relation to:

• (e) the financial year of the Group Company ending 30 June 2020; and

• (f) a financial year or half-year of the Group Company ending during the deferral period.

This paragraph applies until the last day of the deferral period.

Conditions

5. Each Group Company:

• (a) must comply with any obligation to which paragraph 4 applies by no later than the last day of the deferral period;

• (b) must arrange for a notice explaining the relief granted by this instrument to be published:

  • (i) both:

    • (A) in a prominent place on the Group Company's website; and

    • (B) in a place that is readily accessible on a website maintained by the External Administrator or any external administrator appointed after the External Administrator; and

      Note: If the external administrator is a member of a firm then the firm's website will satisfy this requirement.

  • (ii) if the company is listed on a prescribed financial market-on a website maintained by the operator of the financial market;

• (c) must have adequate arrangements in place to answer, within a reasonable period of time and without charge, any reasonable questions asked by a member of the Company about the external administration or any later