Cayzer v Phoslock Environmental Technologies Ltd (Opt Out and Registration Notice) [2026] FCA 438

Original Word Document (113.7 KB) FEDERAL COURT OF AUSTRALIA

Cayzer v Phoslock Environmental Technologies Ltd (Opt Out and Registration Notice) [2026] FCA 438

| File number: | VID 1072 of 2024 |
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| Judgment of: | STEWART J |
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| Date of judgment: | 15 April 2026 |
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| Catchwords: | REPRESENTATIVE PROCEEDINGS – where orders sought by consent relating to distribution of the opt out notice, the opt out and registration processes and class closure – where the orders included “soft class closure” orders – where the Court does not have the power to make those orders – professional responsibilities and Court’s expectations of solicitors and barristers – where amended consent orders sought which exclude the impermissible soft class closure orders – Court’s satisfaction as to amended orders – orders made |
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| Legislation: | Federal Court of Australia Act 1976 (Cth) ss 33V, 33X, 33Y and 33ZB

Legal Profession Uniform Conduct (Barristers) Rules 2015 (NSW) r 23

Legal Profession Uniform Law Australian Solicitors’ Conduct Rules 2015 (NSW) r 3.1 |
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| Cases cited: | Copeland v Smith [2000] 1 All ER 457

D’Orta-Ekenaike v Victoria Legal Aid [2005] HCA 12; 223 CLR 1

Glebe Sugar Refining Co Ltd v Greenock Harbour Trustees [1921] SC (HL) 72

Haselhurst v Toyota Motor Corporation Australia Ltd t/as Toyota Australia [2020] NSWCA 66; 101 NSWLR 890

Jones v Baker [2002] NSWSC 89

Kain v R&B Investments Pty Ltd [2025] HCA 28; 423 ALR 413

Lendlease Corporation Ltd v Pallas [2025] HCA 19; 423 ALR 23

Parkin v Boral Ltd [2022] FCAFC 47; 291 FCR 116

Re Guzman; Ex parte the Prothonotary (1968) 70 SR (NSW) 316 |
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| Division: | General Division |
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| Registry: | Victoria |
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| National Practice Area: | Commercial and Corporations |
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| Sub-area: | Commercial Contracts, Banking, Finance and Insurance |
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| Number of paragraphs: | 22 |
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| Date of last submission: | 9 April 2026 |
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| Date of hearing: | Decided on the papers |
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| Solicitor for the Applicant: | Banton Group |
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| Solicitor for the First Respondent: | Arnold Bloch Leibler |
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| Solicitor for the Second Respondent: | Mangioni Biggs + Co |
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| Solicitor for the Third Respondent: | Gilchrist Connell |
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| Solicitor for the Fourth Respondent: | Ashurst Australia |
ORDERS

| | | VID 1072 of 2024 |
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| BETWEEN: | EDWIN PAUL CAYZER

Applicant | |
| AND: | PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LTD

First Respondent

LAURENCE FREEDMAN

Second Respondent

ROBERT SCHUITEMA (and another named in the schedule)

Third Respondent | |
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| AND BETWEEN: | KMPG (A FIRM)

Cross-Claimant | |
| AND: | PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LTD (and others named in the Schedule)

First Cross-Respondent | |

| order made by: | STEWART J |
| DATE OF ORDER: | 1 5 APRIL 2026 |
THE COURT ORDERS THAT:

Opt out and registration notice

1.    Pursuant to s 33J and 33ZF of the Federal Court of Australia Act 1976 (FCAA), 4:00pm on 27 May 2026 is fixed as the date before which a Group Member (as defined in the further amended statement of claim) may:

(a)    opt out of this proceeding; and

(b)    register to participate in the distribution of any amount agreed in any in-principle settlement of this proceeding reached at the mediation set down for 11 June 2026 (Mediation) or within two months thereafter, being 11 August 2026,

in accordance with these orders (Deadline).

2.    Pursuant to s 33X(5) and s 33Y(2) of the FCAA, the form and content of the notice set out in Annexure A (Opt Out and Registration Notice) to these orders is approved.

Distribution of notice to group members

3.    Pursuant to s 33X(1)(a), 33X(5) and 33Y of the FCAA, the Opt Out and Registration Notice is to be given to Group Members on or before 17 April 2026, according to the procedure set out in Orders 4 to 21 below.

4.    By 30 March 2026, for the purposes of estimating the costs of distribution of the Opt Out and Registration Notice, the first respondent is to instruct Computershare Ltd to prepare and provide to the first respondent:

(a)    a list of contact details (including the last known postal address and/or email address) of all persons who held, acquired, or disposed of shares in Phoslock Environmental Technologies Ltd between 11 October 2018 and 17 September 2020 (inclusive) (Relevant Period) (Confidential List of Shareholders); and

(b)    a report identifying:

(i)    the total number of persons who comprise the Confidential List of Shareholders;

(ii)    the total number of persons who have an email address recorded in the Confidential List of Shareholders;

(iii)    the total number of persons who only have a postal address recorded in the Confidential List of Shareholders (Postal Recipients); and

(iv)    of the Postal Recipients, the total number of persons who have a postal address recorded in the Confidential list of Shareholders which is overseas.

5.    By 31 March 2026, the first respondent is to provide to a third-party processor (Bing Technologies Pty Ltd) the Confidential List of Shareholders, for the purposes of distributing any Opt Out and Registration Notice (Distribution Agent).

6.    By 2 April 2026 the first respondent is to provide to the solicitors for the parties an itemised estimate of the third-party processor’s costs to distribute a notice to all Group Members on the Confidential List of Shareholders in accordance with these orders.

7.    Pursuant to s 33Y(3) of the FCAA, the Opt Out and Registration Notice is to be sent by the Distribution Agent, on or before 17 April 2026, to the persons listed in the Confidential List of Shareholders by ordinary post or email to their last known postal or e-mail address.

8.    Pursuant to ss 33X and 33Y of the FCAA, the Opt Out and Registration Notice be distributed in accordance with the Distribution Protocol in Annexure C to these orders, and by 16 April 2026, the solicitors for the applicant and the respondents instruct the Distribution Agent to prepare and retain a list of the persons to whom the Opt Out and Registration Notice is sent which contains the following information (Group Member Distribution List):

(a)    the email and/or postal address used to send the Opt Out and Registration Notice to each Group Member (as the case may be);

(b)    the total number of notices sent by email or by post to persons in the Confidential List of Shareholders; and

(c)    whether a notice was returned to the Distribution Agent undelivered with respect to each Group Member (whether by post or by email).

9.    The Opt Out and Registration Notice may be amended by the applicant before it is emailed, posted, displayed or published in order to correct any website or email address or telephone number or other non-substantive matter. If the Opt Out and Registration Notice is amended in accordance with this Order, the solicitors for the applicant will provide a copy of the amended Opt Out and Registration Notice to the District Registrar of the Victoria Registry of the Federal Court of Australia and the respondents contemporaneously.

10.    By 17 April 2026, the solicitors for the applicant are to cause the Opt Out and Registration Notice to be placed on its website https://bantongroup.com/class-actions and will cause such materials to remain continuously so displayed or available on its website up to and including at least the day after the Deadline.

11.    On or before 17 April 2026, the District Registrar of the Victoria Registry of the Federal Court of Australia cause the Opt Out and Registration Notice, the further amended statement of claim, respondents’ defences and the most current iterations of the cross-claims and defences to the cross-claims to be:

(a)    posted on the Federal Court of Australia website; and

(b)    made available for inspection at the District Registry of the Federal Court of Australia in Melbourne, Sydney, Canberra, Brisbane, Adelaide, Perth, Hobart and Darwin,

for the period to the Deadline, and to remain so available up to the conclusion of the proceeding or until further order.

12.    The applicant has leave to place advertisements in newspapers in the form set out in Annexure D of these Orders for the purpose of informing Group Members of the existence of the proceeding and the Opt Out and Registration Notice for the period between 17 April 2026 and the Deadline.

Registration and opt out process

13.    Subject to further order, by the Deadline, Group Members who wish to register to participate in the distribution of any amount agreed in any in-principle settlement of this proceeding reached at the Mediation or before 11 August 2026 must register by completing and submitting the registration form annexed to the Opt Out and Registration Notice as Annexure A (Group Member Registration Form) by:

(a)    completing the form on Banton Group’s website at https://bantongroup.com/class-actions/; or

(b)    completing the form annexed to the Opt Out Notice as Annexure A and either:

(i)    emailing the form to Banton Group at phoslockclassaction@bantongroup.com; or

(ii)    posting the form to Banton Group at, Level 12, 60 Martin Place, Sydney NSW Australia 2000.

14.    The first respondent is to provide, upon request from any Group Member who intends to complete the Group Member Registration Form, all their relevant share trading data from the share register to enable that Group Member to properly complete the form.

15.    For the purposes of order ‎13, partial completion of any registration form by a Group Member will not be fatal to that Group Member’s registration.

16.    Group Members who have already registered with Banton Group before the date of this notice by providing Banton Group with their contact details and shareholding details do not need to register again in order to be considered registered for the purpose of order 13.

17.    Pursuant to s 33ZF of the FCAA, subject to further order, any Group Member who wishes to opt out of this proceeding must, before the Deadline, deliver an opt out form to the Victoria Registry of the Federal Court of Australia.

18.    If, on or before the Deadline, the solicitors for any party to the proceeding receive a notice purporting to be an opt out form referable to this proceeding, the solicitors must provide the notice to the Victoria District Registry of the Federal Court of Australia within 14 days after receipt, and the notice shall be treated as an opt out notice received by the Court at the time it was received by the solicitors.

19.    Pursuant to s 33ZF of the FCAA:

(a)    by 1 June 2026, the applicant’s solicitors will deliver to the respondents’ solicitors (in electronic form) deidentified trading data for Group Members who have registered pursuant to these orders (Registered Group Members) (Trading Data);

(b)    the Trading Data must contain:

(i)    a unique identification number for each Registered Group Member; and

(ii)    the information of the kind set out in orders ‎20(a) to ‎20(c) below;

(c)    liberty is reserved to the solicitors for the applicant to amend the Trading Data, if it appears that there has been an omission or inclusion resulting in an error; and

(d)    at the time the applicant’s solicitors delivers the Trading Data for the Registered Group Members to the respondents, the applicant must identify, by using the Registered Group Member’s unique identification number, which Registered Group Members’ Trading Data has been amended by the applicant’s solicitors pursuant to order 19 (c).

Opt out and registration notice

20.    By 9 April 2026, the first respondent is to provide the applicant and each of the other respondents with an anonymised version of its share register which contains the following information:

(a)    number of shares held by each shareholder;

(b)    class of shares held by each shareholder; and

(c)    dates of acquisition and disposal of shares during the Relevant Period, including:

(i)    number of shares acquired or disposed of;

(ii)    consideration paid or received for each transaction, if recorded;

(iii)    opening balances of shareholdings at the start of the Relevant Period; and

(iv)    closing balances of shareholdings at the end of the Relevant Period.

21.    For the avoidance of doubt, the share register referred to in order ‎20 above is to include the details of shareholders who held shares at any time during the Relevant Period.

Costs

22.    The costs of and incidental to the procedure set out in orders 1 to 21 above are the applicant’s costs in the first instance and in the cause. For the avoidance of doubt, answering enquiries by Group Members and members of the public in relation to the Opt Out and Registration Notice referred to in these orders is work incidental to orders 1 to 21 above.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

ANNEXURE A – OPT OUT AND REGISTRATION NOTICE

OPT OUT AND REGISTRATION NOTICE

ISSUED BY ORDER OF THE FEDERAL COURT OF AUSTRALIA
Phoslock Class Action | VID1072/2024

Please read this notice carefully, as it sets out your legal rights. It is not a scam.

Edwin Paul Cayzer v Phoslock Environmental Technologies Ltd (ACN 099 555 290) & Ors

A. Why is this notice important?

1.    A class action has been commenced in the Federal Court of Australia by Edwin Paul Cayzer against Phoslock Environmental Technologies Ltd (ACN 099 555 290) (Phoslock), former Chairman Mr Laurence Freedman, former Managing Director Mr Robert Schuitema and Phoslock’s former auditor, KPMG (together the Respondents).

2.    You are receiving this Notice because the shareholding records of Phoslock Environmental Technologies Ltd (ACN 099 555 290) (Phoslock) indicate that you acquired:

(a)    an interest in fully paid ordinary shares (Phoslock Shares) in Phoslock:

(i)    during the period between 11 October 2018 and 17 September 2020 (inclusive) (Relevant Period) (Acquisition Shareholder); or

(ii)    prior to the Relevant Period, which you retained throughout the Relevant Period (Retained Shareholders); or

(b)    long exposure to Phoslock Shares by entering into equity swap confirmations in respect of Phoslock Shares during the Relevant Period.

3.    Accordingly, the records suggest that you may be a person covered by the Phoslock Class Action that has been commenced in the Federal Court of Australia.

YOU HAVE THREE OPTIONS:

| OPTION 1: REGISTER | OPTION 2: OPT OUT OF THE CLASS ACTION | OPTION 3: DO NOTHING |
| If you wish to be eligible to receive any compensation that may become available through an in-principle settlement of this class action at a forthcoming mediation on 11 June 2026 (Mediation), or before 11 August 2026, you should register your interest in accordance with this Notice by 27 May 2026 (Deadline).

Should an in-principle settlement be reached at the Mediation or by 11 August 2026, the parties will then seek orders which, if made, have the effect of providing that any group member who did not:

(a)    register; or

(b)    opt-out in accordance with the orders made by the Court,

by the Deadline will remain a Group Member for all purposes of this proceeding but shall not, without leave of the Court, be permitted to seek any benefit from any in-principle settlement reached at the Mediation or before 11 August 2026.

The Court will then decide whether to approve the settlement on that basis.

There is no cost to register your claim.

If you want to register you must complete your registration details on:

(a)    Banton Group’s website at https://bantongroup.com/class-actions/; or

(b)    if you are unable to complete the registration via Banton Group’s website, by completing the Registration Form at Annexure A and sending it with your supporting documents to phoslockclassaction@bantongroup.com or by post to:

Banton Group
Level 12, 60 Martin Place
Sydney NSW 2000 | If you do not want to be a group member in the Phoslock Class Action, you should “opt out” by filling in the opt out form at Annexure B to this notice, and returning it to the Registrar of the Federal Court at vicreg@fedcourt.gov.au or by post to:

Federal Court (Victorian Registry), Owen Dixon Commonwealth Law Courts Building, 305 William Street Melbourne VIC 3000

A Word version of this form can be found on Banton Group’s website at: https://bantongroup.com/class-actions.

If you have already registered with Banton Group but have changed your mind, you can still opt out.

You will only get one chance to opt out and the deadline for doing so is 27 May 2026 (Deadline). If the opt out is not received by this date, it will not be effective.

If you opt out you will not be entitled to share in any compensation recovered in the Phoslock Class Action. You may be able to bring your own court proceeding covering the same claims, but if that is something you think you might want to do, you should get your own legal advice. | If you do nothing by the Opt Out Deadline, you will remain a group member in this class action.

Should an in-principle settlement be reached at the Mediation or by 11 August 2026, the parties will then seek orders which, if made, have the effect of providing that a group member who did not:

(a)    register; or

(b)    opt-out in accordance with the orders made by the Court,

by the Deadline, will remain a Group Member for all purposes of this proceeding but shall not, without leave of the Court, be permitted to seek any benefit pursuant to any in-principle settlement reached at the Mediation or before 11 August 2026.

The Court will then decide whether to approve the settlement on that basis.

Group Members who do nothing will be bound by the ultimate outcome of the Phoslock Class Action, and will therefore not be able to pursue the same claims, and may not be able to pursue related claims, against the Respondents in other legal proceedings in the future. Thus, if you do wish to remain a Group Member in the class action, you are strongly encouraged to register your claim (Option 1) before 27 May 2026 so as not to risk missing out on the benefit of any in-principle settlement which might be agreed at Mediation or by 11 August 2026. As noted above, there is no cost to register your claim. |
4.    Phoslock is a listed Australian company principally in the business of water remediation. It has been trading on the Australian Stock Exchange (ASX) under the code ‘PET’ since 2002.

5.    This notice contains important information about:

(a)    what a class action is;

(b)    whether you are a group member in this class action;

(c)    what the class action against the Respondents is about;

(d)    whether you will be responsible for paying for the class action, and how it is funded;

(e)    your right to register to participate in the distribution of any amount agreed in any in-principle settlement of this proceeding reached at the Mediation or before 11 August 2026 and your right to “opt out” of the class action, what opt out is, and how you can opt out of this class action; and

(f)    what registration is.

6.    This class action is brought against the Respondents on behalf of shareholders of Phoslock who held an interest in fully paid ordinary shares or long exposure to Phoslock Shares by entering into equity swap confirmations during the Relevant Period.

7.    The Federal Court has ordered that this notice be published for the information of persons who might be members of the class on whose behalf the action is brought and who may be affected by the action. Any questions you have concerning the matters contained in this notice should not be directed to the Court. If there is anything you do not understand, you should seek legal advice or contact Banton Group at https://bantongroup.com/class-actions.

B. What is a class action?

8.    A class action is a legal proceeding that is brought by one person (Applicant) on his or her own behalf and on behalf of a group of people (group members) against another person or persons (Respondents) where the Applicant and group members have similar claims against the Respondents.

9.    Group members in a class action are not individually responsible for the legal costs associated with bringing the class action if the class action is unsuccessful. You may only be required to pay legal costs if the class action is successful. Any legal costs you may be required to pay will not exceed the amount of compensation or the assessed value of the benefits you may receive by being a part of the class action. The manner of any assessment of the value of any non-monetary benefits received by group members who do not sign funding agreements will be subject to the Court’s direction or approval.

10.    Group members are “bound” by the outcome in the class action, unless they have opted out of the proceeding. A binding result can happen in two ways being either a judgment following a trial, or a settlement at any time. If there is a judgment or a settlement of a class action, group members will not be able pursue the same claims and may not be able to pursue similar or related claims against the respondent in other legal proceedings. Group members should note that:

(a)    in a judgment following trial, the Court will decide various factual and legal issues in respect of the claims made by the Applicant and group members. Unless those decisions are successfully appealed, they bind the Applicant, group members and the Respondents. Importantly, if there are other proceedings between a group member and a Respondent, it may be that neither of them will be permitted to raise arguments in that proceeding which are inconsistent with a factual or legal issue decided in the class action; and

(b)    in a settlement of a class action, where the settlement provides for compensation to class members it may extinguish all rights to compensation which a group member might have against a Respondent which arise in any way out of the events or transactions which are the subject-matter of the class action.

11.    If you consider that you have claims against a Respondent which are based on your individual circumstances, then it is important that you seek independent legal advice about the potential binding effects of the class action before the deadline for opting out (see below).

C. What is this class action?

12.    This class action is brought by the Applicant on his behalf and on behalf of all persons who are “Group Members” as defined in the proceedings.

13.    In summary, the Applicant alleges that:

(a)    Phoslock failed to disclose to the ASX important information about its business operations in China which meant that Phoslock’s Financial Statements during the Relevant Period did not give a fair and true view of Phoslock’s financial position;

(b)    Mr Freedman and Mr Schuitema breached their obligations as directors of Phoslock by authorising and making representations to the market that Phoslock’s financial reports gave a true and fair representation of the company’s financial position and complied with accounting standards; and

(c)    KPMG failed to properly audit the accounts of Phoslock.

14.    The claims against the Respondents summarised above are set out in the further amended statement of claim, a copy of which can be obtained from Banton Group at https://bantongroup.com/class-actions.

15.    The Respondents deny the Applicant’s allegations and are defending the claims against each of them.

16.    KPMG have also brought a cross-claim against Phoslock, Mr Freedman and Mr Schuitema alleging that to the extent that it is liable to any claims by the group members for the Applicant’s allegations against it, those Respondents are liable to KPMG for that same loss.

17.    Pursuant to the current timetabling orders, the class action is set down for a Mediation to occur on 11 June 2026.

D. What is “ Opt Out” and “Registration”?

Opt Out

18.    In this class action, all individuals who fall within the Group Definition (set out in Section E below) are covered by the outcome of the class action. However, you now have an opportunity to opt out of the class action should you choose to.

19.    The Applicant in a class action does not need to seek the consent of class members to commence a class action on their behalf or to identify a specific class member. However, class members can cease to be class members by opting out of the class action. An explanation of how class members are able to opt out is found above (“Your Options”).

Registration

20.    To be eligible to share in any in-principle settlement that may be achieved at the Mediation on 11 June 2026, or before 11 August 2026, you should register by 27 May 2026.

21.    Should an in-principle settlement be reached at the mediation between the parties on 11 June 2026 or otherwise by 11 August 2026, the parties will then seek orders which, if made, have the effect of providing that that a group member who did not:

(a)    register; or

(b)    opt-out in accordance with the orders made by the Court,

by the Deadline will remain a Group Member for all purposes of this proceeding but shall not, without leave of the Court, be permitted to seek any benefit from any in-principle settlement.

22.    The Court will then decide whether to approve the settlement on that basis.

23.    You can register by providing your name, contact details, and information about your relevant trading in Phoslock shares at https://bantongroup.com/class-actions.

24.    Registration gives the Applicant information about the value of all the claims of group members who seek to share in compensation from any settlement. This information may assist the parties to determine a fair and reasonable settlement.

25.    Registering does not mean you enter into a contract for Banton Group to represent you.

E. Are you a Group Member?

26.    Persons covered by the class action are called “Group Members”.

27.    You are eligible to participate in this class action as a Group Member if you fall within the Group Definition, which is defined as being if you:

(a)    entered into a contract (whether by yourself or by an agent or trustee) to acquire:

(i)    an interest in fully paid ordinary shares (Phoslock Shares) in Phoslock Environmental Technologies Ltd:

A.    during the period between 11 October 2018 and 17 September 2020 (inclusive) (Relevant Period); or

B.    prior to the Relevant Period, but which you retained during the Relevant Period; or

(ii)    long exposure to Phoslock Shares by entering equity swap confirmations in respect of Phoslock Shares during the Relevant Period; and

(b)    were not, during any part of the Relevant Period, and are not, at the date of the Statement of Claim (11 October 2024), any of the following:

(i)    a related body (as defined by s 228 of the Corporations Act 2001 (Cth) (Corporations Act) of Phoslock;

(ii)    a related body corporate (as defined by s 50 of the Corporations Act) of Phoslock;

(iii)    an associated entity (as defined by s 50AAA of the Corporations Act) of Phoslock;

(iv)    an officer or a close associate (as defined by s 9 of the Corporations Act) of Phoslock; or

(v)    a Justice, Registrar, District Registrar or Deputy District Registrar of the Federal Court of Australia or High Court of Australia.

28.    If you are unsure whether or not you are a group member, you should contact Banton Group by email at phoslockclassaction@bantongroup.com or seek your own legal advice without delay.

F. Will you be liable for legal costs if you remain a Group Member?

29.    You will not become liable for any legal costs simply by remaining as a group member for the determination of the common questions. However:

(a)    if preparation or finalisation of your personal claim requires work to be done in relation to issues that are specific to your claim, you can engage Banton Group or other lawyers to do that work for you;

(b)    if any compensation becomes payable to you as a result of any order, judgment or settlement in the class action, the Court may make an order that some of that compensation be used to help pay a share of the costs which are incurred by the Applicant in running the class action but which are not able to be recovered from the Respondents; and

(c)    class actions are often settled out of court. If this occurs, you may be able to claim from the settlement amount without retaining a lawyer.

G. How is this class action bein g funded?

30.    This class action is being funded by Equite Capital No 6 Pte Ltd (Equite or Funder), meaning that Equite has agreed to pay the Applicant’s legal costs, including paying the lawyers engaged by the Applicant as well as barristers and other experts under a Funding Agreement. Equite has taken on the financial risks of the proceeding, including by indemnifying the Applicant against adverse costs orders, and furnishing any security ordered by the Court.

Common Fund Order of Funding Equalisation Order

31.    The Court may order that group members who benefit from a class action but who have not signed a Funding Agreement with Equite should contribute equally with group members who have signed a Funding Agreement. There are two ways that the Court may order for this to happen. One is known as a Common Fund Order and the other is known as a Funding Equalisation Order.

Common Fund Order

32.    The Funder may seek a Common Fund Order, which is an order of the Court that provides for the funder to receive a percentage that the Court considers to be fair and reasonable of any sum agreed to be paid in settlement of a class action, or of any judgment monies awarded by the Court.

33.    The effect of such an order is that all group members will be required to contribute an equal percentage of any settlement or judgment monies that group members are entitled to receive from the class action, whether or not group members have signed a Funding Agreement.

34.    The sum would then be deducted from any settlement sum or judgment monies before distribution to group members. An application for a Common Fund Order would only be made after the case settles or after judgment. What percentage is fair and reasonable would be considered by the Court in all of the circumstances at the time that the Funder seeks a Common Fund Order.

Funding Equalisation Order

35.    The Applicant may alternatively seek a Funding Equalisation Order in respect of any commission and any other costs (including shortfall in legal costs) to which the Funder is entitled under the Funding Agreements that it has entered into with group members.

36.    This is a Court order that requires the unfunded group members (being those group members who have not signed a Funding Agreement with Equite) to contribute equally to the commission and any other costs (including any shortfall in legal costs) that funded group members (being those who have signed a Funding Agreement with Equite) have agreed to pay the Funder under their Funding Agreements. This means that all group members, both unfunded and funded, will contribute to the commission and any other costs that funded group members have agreed to pay the Funder, in proportion to their recovery.

After the Event Insurance

37.    After the Event (ATE) insurance is insurance that may be obtained to provide security for the risk of an adverse costs order. The Applicant may seek to obtain and rely on ATE insurance instead of cash paid into Court, as security for costs. This would be subject to Court approval or the agreement of the Respondents. Should the Applicant obtain ATE Insurance, a premium would be payable to the insurer, and if the proceeding is successful, the Applicant may seek approval to recover the cost of that premium from any settlement sum or judgment sum.

H. Where can you obtain copies of the relevant documents?

38.    Copies of relevant documents, including the application, the further amended statement of claim or defences, may be obtained by:

(a)    downloading them from https://bantongroup.com/class-actions;

(b)    by contacting a District Registry of the Federal Court (contact details are available www.fedcourt.gov.au) and paying the appropriate inspection fee; or

(c)    where appropriate arrangements have been made with the Court, inspecting them on the Federal Court website at https://www.fedcourt.gov.au/law-and-practice/class-actions/class-actions.

39.    Please consider the above matters carefully. If there is anything of which you are unsure, you should contact Banton Group by email at phoslockclassaction@bantongroup.com or seek your own legal advice. You should not delay in making your decision.

40.    For more information about Phoslock Class Action, please visit the website at https://bantongroup.com/class-actions.

ANNEXURE A

OPTION 1 : GROUP MEMBER REGISTRATION FORM

PHOSLOCK CLASS ACTION

EDWIN PAUL CAYZER v PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LTD (ACN 099 555 290) & ORS

If you would like to register for the Phoslock Class Action, please:

1.    Register at https://bantongroup.com/class-actions, or

2.    If you are unable to access the online form on Banton Group’s website, return this completed form and your supporting documents to Banton Group by email at phoslockclassaction@bantongroup.com; or

3.    Return this completed form and your supporting documents by post to:

Banton Group

Level 12, 60 Martin Place

Sydney NSW

Australia 2000

by 2 7 May 2026

| Contact Details | |
| First name | |
| Surname | |
| Address | |
| Email address | |
| Telephone number | |

| Security Holder Details | |
| Name of security holder | |
| HIN/SRN/Reference number | |
| Number of Phoslock shares held at close of trade 11 October 2018 | |
| Number of Phoslock shares held at close of trade 17 September 2020 | |

| Acquisition Details | |
| Date of acquisition

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of acquisition

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of acquisition

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of acquisition

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of acquisition

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of acquisition

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of acquisition

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of acquisition

Quantity

Price of shares

Total amount paid (including any brokerage) | |

| Disposal Details | |
| Date of disposal

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of disposal

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of disposal

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of disposal

Quantity

Price of shares

Total amount paid (including any brokerage) | |
| Date of disposal

Quantity

Price of shares

Total amount paid (including any brokerage)) | |
Add additional lines or attach a further page which sets out all Acquisitions and Disposals between 11 October 2018 and 17 September 2020

Attach and list supporting documents:

Date:… ……………………………………………….

Signed:… …………………………………………… Name:… ………………………………

ANNEXURE B

Form 21

Rule 9.34

OPT OUT NOTICE

No.    VID 1072 of 2024

Federal Court of Australia

District Registry: Victoria Registry

Division: General

EDWIN PAUL CAYZER

Applicant

PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LTD (ACN 099 555 290) and

others named in the scheduleRespondents

To:    The Registrar

Federal Court of Australia

Victoria District Registry

305 William Street, Melbourne VIC 3000

[Name of group member], a class member in this class action, gives notice under section 33J of the Federal Court of Australia Act 1976, that [Name of group member] is opting out of the class action.

Date:

| Signed by [Name]

[Insert capacity eg group member / Lawyer for the group member] |

ANNEXURE C – DISTRIBUTION PROTOCOL

1.    By 16 April 2026, the parties are to jointly instruct the Distribution Agent to cause the Opt Out and Registration Notice and covering letter to be sent during Australian Eastern Daylight Time business hours.

Distribution by email

2.    In the case of distribution by email:

(a)    the subject line of the email will read: “Important Phoslock Class Action Court Notice – Cayzer v Phoslock Environmental Technologies Ltd VID1072 of 2024”;

(b)    the body of the email will include the text of the Opt Out and Registration Notice approved by the Court, set out in Annexure A to these orders;

(c)    a copy of the Opt Out and Registration Notice is to be attached to the email in PDF form; and

(d)    the email will be sent from an email address with the email domain name of the Distribution Agent or an email domain name set by the Distribution Agent upon joint instructions from the parties’ solicitors.

3.    If the Distribution Agent receives an email delivery failure notification from an email recipient, the Distribution Agent will attempt a second delivery to the intended email recipient during business hours within two business days of becoming aware of such a delivery failure.

4.    In the case of any further email delivery failure received in response to the second attempted delivery, the Distribution Agent will cause the Opt Out and Registration Notice to be sent to any such email recipient by prepaid ordinary post at any postal address recorded for that person within two days of becoming aware of the second delivery failure.

5.    If the Distribution Agent receives notification that an email was not, or may not have been, delivered, then the delivery failure will be recorded in the Group Member Distribution List.

Distribution by post

6.    The Opt Out and Registration Notice will be sent by ordinary pre-paid post.

7.    The envelope will be plain white, and will not have any text or wording on it, apart from the name and address of the intended recipient, and a return to sender address.

8.    The contents of the envelope will only include the Opt Out and Registration Notice and a covering letter.

9.    If the Distribution Agent receives a posted Opt Out and Registration Notice returned undelivered, then the delivery failure will be recorded in the Group Member Distribution List.

ANNEXURE D – NEWSPAPER ADVERTISEMENT

Phoslock Class Action

NOTICE TO GROUP MEMBERS

A class action has been commenced in the Federal Court of Australia by Edwin Paul Cayzer against Phoslock Environmental Technologies Ltd (ACN 099 555 290) (Phoslock), former Chairman Mr Laurence Freedman, former Managing Director Mr Robert Schuitema and Phoslock’s former auditor, KPMG (together the Respondents).

You may be a Group Member if you entered into a contract (whether by yourself or by an agent or trustee) to acquire:

1.    an interest in fully paid ordinary shares (Phoslock Shares) in Phoslock Environmental Technologies Ltd:

(a)    during the period between 11 October 2018 and 17 September 2020 (inclusive) (Relevant Period); or

(b)    prior to the Relevant Period, but which you retained during the Relevant Period; or

2.    long exposure to Phoslock Shares by entering equity swap confirmations in respect of Phoslock Shares during the Relevant Period.

If you think you may be a Group Member, visit https://bantongroup.com/class-actions to read the Opt Out and Registration Notice provided to Group Members. If you do not have access to the internet you can contact Banton Group, the solicitors for the Applicant by emailing phoslockclassaction@bantongroup.com.

If there is anything that you do not understand, you should seek independent legal advice.

| If you take no action by 2 7 May 2026, you may lose any right to receive compensation or to pursue any separate action on your claim |
REASONS FOR JUDGMENT

STEWART J

1 This proceeding is a shareholder class action. There are potentially many thousands of group members. They are, in essence, anyone who held an interest in fully paid ordinary shares in the first respondent, Phoslock Environmental Technologies Ltd, over a period of approximately two years commencing in late 2018.

2 The applicant has brought the case not only against the ASX listed company (the first respondent), but also against two of its directors (the second and third respondents) and its auditor (the fourth respondent) during the relevant period. The respondents are all separately represented. The central allegation which is said to give rise to a liability sounding in damages is that the respondents failed to disclose certain matters in the company’s financial reports which, when eventually made public, had an adverse effect on the company’s share price.

3 The proceeding has reached a stage where pleadings are closed and considerable discovery has been undertaken. A mediation has been arranged for 11 June 2026.

4 On 20 February 2026, as one of several orders dealing with case management, I ordered that by 13 March 2026 the parties confer regarding an opt out notice to be provided to group members, including as to distribution of the opt out notice, the opt out process and any registration process and class closure, pursuant to ss 33X and 33Y of the Federal Court of Australia Act 1976 (Cth) (FCA Act).

5 On 25 March 2026, my chambers received an email from a solicitor for the fourth respondent that was copied to the solicitors for the other parties. The email stated that it was sent with the consent of all parties. Further, it stated that pursuant to the order just mentioned the parties had conferred and had “agreed to the attached orders and form of Opt Out and Registration Notice”. The email stated that the “parties would be grateful if [I] would consider making the attached orders in chambers”. No further explanation was given.

6 The attached orders and draft form of notice to group members contained inconsistencies and infelicities indicative of insufficient care and attention having been given to the drafting. The Court is entitled to expect that draft orders that are provided to the Court have been given proper care and attention and have been properly proofread. But that is a minor point relative to what follows.

7 The proposed orders, as written, included the following:

Registration and Opt Out process

13.    Subject to Order 20, by the Deadline, Group Members who wish to participate in the distribution of any amount agreed in settlement of this proceeding reached at the Mediation (or two months after) must register by completing and submitting the registration form annexed to the Opt Out and Registration Notice as Annexure A (Group Member Registration Form) via:

(a)    completing the form on Banton Group’s website at web address; or

(b)    completing the form annexed to the Opt Out Notice as Annexure A (also a Group Member Registration Form) and either:

(i)    by emailing the form to Banton Group at [web address]; or

(ii)    post to Banton Group at, Level 12, 60 Martin Place, Sydney NSW Australia 2000.

(Collectively Registered Group Member).

…

Other orders in aid of mediation

20.    Pursuant to section 33ZF of the FCAA, and subject to any further order of the Court, any Group Member who by the Deadline does not register to participate in any settlement of the proceedings reached at the Mediation (or two months after), or opt out of the proceedings in accordance with the manner provided for in these Orders (Unregistered Group Member):

(a)    will remain a group member for all purposes of this proceeding; and

(b)    shall not, without leave of the Court, be permitted to seek any benefit pursuant to any in-principle settlement (subject to the approval of the Court) of this proceeding reached at the Mediation (or two months after), pursuant to s 33V of the FCAA.

21.    Nothing in Order 20 precludes any Unregistered Group Member from having their claims considered at any mediation or settlement that takes place at some future time, if no in-principle settlement of this proceeding is reached at the Mediation (or two months after).

8 The effect of draft orders 13, 20 and 21, if made, would be to restrict the benefits of any settlement reached at the mediation, or within two months thereafter, to those group members who had registered by the deadline (which was proposed to be about three weeks prior to the mediation). Group members who had not opted out and not registered (ie unregistered group members) would still be bound by the settlement, if approved, with the result that their claims would be extinguished at that stage by the operation of the exercise of the approval power rather than the form of order sought at the pre-settlement stage: ss 33V(1) and 33ZB of the FCA Act; Parkin v Boral Ltd [2022] FCAFC 47; 291 FCR 116 at [28] and [145]-[146] per Murphy and Lee JJ, Beach J agreeing. Such orders have been described as “effecting a ‘soft class closure’ in anticipation of settlement negotiations”: Lendlease Corporation Ltd v Pallas [2025] HCA 19; 423 ALR 23 at [27] per Gageler CJ, Gleeson and Jagot JJ and [67] per Gordon and Steward JJ, citing Haselhurst v Toyota Motor Corporation Australia Ltd t/as Toyota Australia [2020] NSWCA 66; 101 NSWLR 890.

9 On 26 March 2026, which is to say the day after the email from the fourth respondent’s solicitor, my chambers received an email from the applicant’s solicitor. It too was copied to the solicitors for the other parties. It attached submissions on behalf of the applicant as well as an affidavit by the applicant’s solicitor in support of the proposed orders that had been received the day before.

10 The submissions were admirably brief – only two pages. They bore the name of counsel for the applicant. They included this submission:

Registration and soft closure orders in aid of mediation

1.     The parties have also proposed orders for registration prior to the mediation along with what are typically described as “soft” class closure orders – i.e. orders that provide for registration in aid of the mediation – see orders 13, 20 and 21. The Court has power to make these orders: Lendlease Corporation Limited v Pallas [2025] HCA 19 [3], [38]-41; 87.

11 Critically, the express submission on behalf of the applicant was that the Court has power to make the “soft class closure” orders that were sought by the parties. That submission was impliedly adopted by the respondents’ solicitors by the respondents’ agreement to the proposed orders and by the absence of any communication by them of any disagreement with the submission after it was copied to them.

12 Contrary to the submission, the Court has no power to make “soft class closure” orders of the form that were sought. That much was decided in Parkin v Boral (at [136] and [152]) on the condition that the Court had the power to make an order that notice be given to group members that if they do not register before a mediation and the matter settles, an order will be sought at the time that approval of the settlement is sought under s 33V to exclude them from the benefits of the settlement. In Lendlease v Pallas, it was decided that the Court does have that power. The condition subsequently having been confirmed by the High Court, Parkin v Boral is direct and binding authority against the parties’ submission.

13 In Parkin v Boral (at [138]) the Court left open the possibility that there may be circumstances, as to which the Court would not speculate, in which the Court has power to make soft class closure orders of the nature that were sought in the present case. It is not apparent what possible circumstance of the present case would found such a power, particularly following Lendlease v Pallas.

14 Ha s elhurst v Toyota also decided that there is no power to make similar orders to the soft closure orders originally sought in this case, albeit in more emphatic terms than sought here and in Parkin v Boral. The pertinent difference is that it was sought to be made express in the orders in Haselhurst v Toyota that in the event of a settlement being reached and approved, unregistered group members’ causes of action would be extinguished. That was reasoned in Lendlease v Pallas (at [42] per Gageler CJ, Gleeson and Jagot JJ) to impermissibly usurp the capacity of the Court subsequently, at a hearing for the approval of any settlement, to perform the function under s 33V(2) of making “such orders as just with respect to the distribution of any money”. The same reasoning would apply in respect of soft closure orders in advance of settlement which purport to exclude unregistered group members from benefitting from a settlement. Thus, Lendlease v Pallas can be seen to support or confirm the conclusion in Parkin v Boral that the Court has no power to make such an order.

15 Following receipt of the applicant’s submissions, I caused an enquiry to be made of the parties as to whether there is any authority in support of the soft class closure orders that they sought, including the observation that the submission on behalf of the applicant recorded above in reliance on Lendlease v Pallas appears to be wrong.

16 On 3 April 2026, the applicant’s solicitor replied to my enquiry, copying the other parties. With reference to the enquiry, he simply stated that “the parties’ amended proposed orders”, which were attached to the email, removed the proposed soft class closure orders and now included provision for a notice foreshadowing the intention of seeking a soft class closure order following any in-principle settlement. No explanation was proffered in relation to the Court having been asked to make orders on the basis of an incorrect submission as to the state of the law, and the submission was not withdrawn or corrected.

17 I am satisfied, on the strength of Lendlease v Pallas, that the Court has the power to make the orders that are now sought. I am also satisfied that the orders should be made because they will serve to encourage group members who have any interest in the litigation and in making any claim for payment to register. That, in turn, will serve to make settlement of the dispute easier to achieve. That conclusion follows from the affidavit evidence of the applicant’s solicitor in this case. It is also explained in Parkin v Boral at [14]-[15] and [33] with reference to the evidence in that case. Given the issues raised by me with the parties as referred to above, and the consequent passage of time, some of the dates in the orders are now in the past. I have left those dates because they were agreed by the parties and, as I understand, the parties have been acting in accordance with them.

18 It is regrettable that I was asked to make orders by consent in chambers, supported by submissions, that I do not have power to make. For reasons explained in Lendlease v Pallas (at [18]-[22] per Gageler CJ, Gleeson and Jagot JJ, [93] and [99] per Gordon and Steward JJ), the representative applicant and the respondents to a representative proceeding may all have a common interest in soft class closure orders in advance of settlement negotiations. That is evidently the position here where all parties agreed to such orders being sought; they had a common interest in seeking such orders. However, such orders are not necessarily in the interests of group members.

19 It is trite that solicitors and barristers have a paramount or overriding duty to the court and the administration of justice which prevails over their duties to advance their clients’ interests. If authority was required for that proposition, in New South Wales reference may be made to r 3.1 of the Legal Profession Uniform Law Australian Solicitors’ Conduct Rules 2015 (NSW) and r 23 of the Legal Profession Uniform Conduct (Barristers) Rules 2015 (NSW). It has been said that “Counsel are involved to assist the judge to find the truth of fact and law”: Jones v Baker [2002] NSWSC 89 at [47] per Young CJ in Eq. The same holds for solicitors. It is the lawyers’ obligation to assist the court to proceed upon a proper understanding of the law. That unquestionably includes the obligation to take special care to state the law correctly. The obligation is heightened where, as here, there are unrepresented third-party interests at stake.

20 This Court operates a docket system by which proceedings are typically allocated to a docket judge shortly after they are commenced. The docket judge then manages the proceeding, usually right through to final judgment. Along the way, it is common for parties to communicate with the judge’s chambers by email for various purposes related to case management, including seeking orders by consent. Judges are very busy. They face daily – often hourly – demands, including by parties for the making of consent orders. They cannot on their own “be aware of all the authorities, statutory or otherwise, which may be relevant to the issues which in the particular case require decision”: Glebe Sugar Refining Co Ltd v Greenock Harbour Trustees [1921] SC (HL) 72 at 74. They are entitled to expect that when orders are sought by consent, the parties have given proper attention to whether the Court has the power to make the orders. They are also entitled to expect that if there is any uncertainty or controversy in that regard, pertinent authority – in favour and against – will be brought to their attention: D’Orta-Ekenaike v Victoria Legal Aid [2005] HCA 12; 223 CLR 1 at [112] per McHugh J.

21 Those observations are particularly pertinent in a specialist field. Class action procedure is certainly such a field – see Kain v R&B Investments Pty Ltd [2025] HCA 28; 423 ALR 413 at [1] per Gageler CJ. It is essential that lawyers who hold themselves out as competent to practise in a particular field keep themselves up to date with recent authority in their field; the system of justice is dependent on the quality of the assistance that such lawyers give to the court: Copeland v Smith [2000] 1 All ER 457 at 462 per Brooke LJ. A court should not be permitted by such lawyers to approach a matter at hand on the basis of incorrect authority or wrong legal principle: Copeland v Smith at 459 per Buxton LJ. “Cases must be decided according to the law and those who hold themselves out as helping in the attainment of a just result must do what they can to ensure that the law is applied correctly to the case”: Re Guzman; Ex parte the Prothonotary (1968) 70 SR (NSW) 316 at 323 per Herron CJ, Wallace P and Sugerman JA.

22 Having regard to those long-established and uncontroversial principles, I should not have been asked by the parties to make the soft class closure orders in the form that was presented to me on 25 March. The Court expects more of the lawyers conducting litigation before it.

| I certify that the preceding twenty-two (22) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Stewart. |
Associate:

Dated: 15 April 2026

SCHEDULE OF PARTIES

| | VID 1072 of 2024 |
| Respondents | |
| Fourth Respondent: | KPMG (A FIRM) |
| Cross-Respondents | |
| Second Cross-Respondent | LAURENCE FREEDMAN |
| Third Cross-Respondent | ROBERT SCHUITEMA |
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