In the matter of Managesoft Corporation Ltd [2003] FCA 756

FEDERAL COURT OF AUSTRALIA

In the matter of Managesoft Corporation Ltd [2003] FCA 756 IN THE MATTER OF MANAGESOFT CORPORATION LIMITED N 3030 OF 2003 GYLES J SYDNEY 1 JULY 2003

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 3030 OF 2003

IN THE MATTER OF MANAGESOFT CORPORATION LIMITED MANAGESOFT CORPORATION LIMITED

PLAINTIFF JUDGE: GYLES J

DATE OF ORDER: 1 JULY 2003

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. Pursuant to s 411(1) of the Corporations Act, the plaintiff, ManageSoft Corporation Limited (ABN 40 052 412 156) ("MCL") convene a meeting ("the Shareholders Meeting") of the holders of fully paid ordinary shares in MCL ("MCL Shares") for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement ("the Ordinary Share Scheme") being the Scheme substantially in the form of the draft, a copy of which is set out in Part 7 of Exhibit IXT-F ("the Scheme Booklet"). 2. Pursuant to s 411(1) of the Corporations Act, MCL convene a meeting ("the Optionholders Meeting") of the holders of fully paid options in MCL ("MCL Options") for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement ("the Option Scheme") being the Scheme substantially in the form of the draft, a copy of which is set out in Section 7 of the Scheme Booklet. 3. The Shareholders Meeting be held at 3.00pm on 30 July 2003 at 56-60 Rutland Road, Box Hill, Victoria 3128, Australia. 4. The Optionholders Meeting be held at 3.00pm on 30 July 2003 (or as soon thereafter as the Shareholders Meeting concludes or is adjourned) at 56-60 Rutland Road, Box Hill, Victoria, 3128, Australia. 5. The Chairman of the Meetings be James Bruce Graham and in his absence Indrani Tharmanason. 6. The Chairman appointed to the Meetings have the power to adjourn the meetings in his/her absolute discretion. 7. All voting at each of the Meetings be by poll as declared by the Chairman. 8. In respect of the Shareholders Meetings, two shareholders of MCL present at the Shareholders Meeting in person, or by proxy or by representative shall constitute a quorum. 9. In respect of the Optionholders Meeting, two optionholders of MCL present at the Optionholders Meeting in person, or by proxy or by representative shall constitute a quorum. 10. MCL advertise the Meetings in the form of the attached document in The Australian, The Sydney Morning Herald, The Advertiser and The Age newspapers no later than 7 July 2003. 11. Other than reg 5.6.13 of the Corporations Regulations 2001 (Cth), r 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) shall not apply to the meetings referred to in orders 1-2 above. 12. The proceedings be stood over to 13 August 2003 at 9.15am before Justice Gyles for the hearing of any application to approve the scheme. 13. Liberty to restore on two days' notice. 14. These Orders to be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.