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. 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: 1 JULY 2003 PLACE: SYDNEY REASONS FOR JUDGMENT 1 These proposed schemes of arrangement between the plaintiff, Managesoft Corporation Limited, and its ordinary shareholders and between the plaintiff and option holders are part of a corporate reconstruction which will effectively transfer the domicile of the business conducted by the plaintiff to the United States. The plaintiff will become the subsidiary of a Delaware corporation and the ordinary shareholders and option holders will receive an interest in the Delaware corporation in lieu of their existing rights. 2 The commercial rationale for this restructure is set out in the explanatory booklet, which incorporates an independent report and tax and legal advice as to the consequences of the change. This should enable shareholders and option holders to assess where their best interests lie. The transaction of which the schemes form part is somewhat complicated because of the existence of preference shareholders, because of existing funding agreements and because of the international nature of the transaction. 3 With the assistance of counsel I have scrutinised the mechanics of the transaction with some care to ensure that existing shareholders and option holders do not suffer any unnecessary risk because of the overseas domicile of the putative principal. I have made some suggestions to that end which have been incorporated into the proposed scheme. I am satisfied that the orders now proposed should be made. 4 In this matter I make orders in accordance with the short minutes of order which I have initialled, dated and placed with the papers. I certify that the preceding four (4) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Gyles. Associate: Dated: 21 July 2003 Counsel for the Plaintiff: Mr M Oakes SC Solicitor for the Plaintiff: Gilbert + Tobin Date of Hearing: 1 July 2003 Date of Judgment: 1 July 2003