AMP Ltd [2003] FCA 1465

FEDERAL COURT OF AUSTRALIA

AMP Ltd [2003] FCA 1465 IN THE MATTER OF AMP LIMITED (ABN 49 079 354 519) N3054 OF 2003 EMMETT J 16 OCTOBER 2003 SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N3054 OF 2003

IN THE MATTER OF AMP LIMITED (ABN 49 079 354 519)

PLAINTIFF

JUDGE: EMMETT J

DATE OF ORDER: 16 OCTOBER 2003

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. The Plaintiff convene a meeting of its members ('Meeting') for the purposes of considering and, if thought fit, agreeing to the Scheme of Arrangement between the Plaintiff and its members in the form annexed hereto (with or without modification) ('Scheme').

2. The Meeting be held at the Hordern Pavilion, Fox Studios Australia, Lang Road, Moore Park, New South Wales at 9:30 am on 9 December 2003 or so soon after that time as the general meeting of members of the Plaintiff to be convened for 9.00 am on that day finishes.

3. The Explanatory Memorandum (being Exhibit 'AJB2' to the affidavit of Ashley John Black sworn 16 October 2003 in this proceeding) be approved.

4. The Plaintiff send or make available copies of:

(a) the Notice of Meeting contained in section 16 of the Explanatory Memorandum, the Explanatory Memorandum, the Chairman's letter and location map (being part of Exhibit 'AJB2' to the affidavit of Ashley John Black sworn 16 October 2003 in this proceeding): (i) to the members of the Plaintiff recorded in the Plaintiff's share register who have elected to receive the Explanatory Memorandum by an email in the Smart Delivery Systemä format, by that means; (ii) to the members of the Plaintiff recorded in the Plaintiff's share register as being resident in Australia who have elected to receive the Explanatory Memorandum by CD Rom, by CD Rom sent by ordinary mail posted in Australia; (iii) to the members of the Plaintiff recorded in the Plaintiff's share register as being resident in New Zealand who have elected to receive the Explanatory Memorandum by CD Rom, by CD Rom sent by direct entry mail to New Zealand; (iv) to the members of the Plaintiff recorded in the Plaintiff's share register as being resident outside Australia and New Zealand who have elected to receive the Explanatory Memorandum by CD Rom, by CD Rom sent by airmail; (v) to the members of the Plaintiff recorded in the Plaintiff's share register as being resident in Australia (other than such members who have made either of the elections referred to in sub-paragraphs (a)(i)-(iv) above), by ordinary mail; (vi) to the members of the Plaintiff recorded in the Plaintiff's share register as being resident in New Zealand (other than such members who have made either of the elections referred to in sub-paragraphs (a)(i)-(iv) above), by direct entry mail to New Zealand; and (vii) to the members of the Plaintiff recorded in the Plaintiff's share register as being resident outside Australia and New Zealand (other than such members who have made either of the elections referred to in sub-paragraphs (a)(i)-(iv) above), by airmail; (b) a Proxy Form (being part of Exhibit 'AJB2' to the affidavit of Ashley John Black sworn 16 October 2003 in this proceeding) and reply paid envelope: (i) to the members of the Plaintiff recorded in the Plaintiff's share register as being resident in Australia, by ordinary mail; (ii) to the members of the Plaintiff recorded in the Plaintiff's share register as being resident in New Zealand, by direct entry mail to New Zealand; (iii) to the members of the Plaintiff recorded in the Plaintiff's share register as being resident in the United Kingdom, by airmail; and (c) a Proxy Form (being part of Exhibit 'AJB2' to the affidavit of Ashley John Black sworn 16 October 2003 in this proceeding) and pre-addressed (but not reply paid) envelope to the members of the Plaintiff recorded in the Plaintiff's share register as being resident outside Australia, New Zealand and the United Kingdom, by airmail.