Challenger Group Holdings Limited [2003] FCA 1562

FEDERAL COURT OF AUSTRALIA

Challenger Group Holdings Limited [2003] FCA 1562

CORPORATIONS – schemes of arrangement for options holders – approved unanimously – orders made subject to undertaking.

Corporations Act 2001 (Cth) s 411(1)

Re Challenger Group Holdings Limited (2003) FCA 1356 CHALLENGER GROUP HOLDINGS LIMITED

IN THE MATTER OF CHALLENGER GROUP HOLDINGS LIMITED(formerly known as Challenger International Limited) (ABN 50 002 993 302) N 3067 OF 2003

CONTI J 19 DECEMBER 2003 SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 3067 OF 2003

BETWEEN: CHALLENGER GROUP HOLDINGS LIMITED (formerly known as Challenger International Limited)

(ABN 50 002 993 302)

APPLICANT

JUDGE: CONTI J

DATE OF ORDER: 19 DECEMBER 2003

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. Pursuant to section 411(4)(b) of the Corporations Act the scheme of arrangement, between Challenger Group Holdings Limited (formerly known as Challenger International Limited) (ABN 50 002 993 302) (CGHL) and the holders of options to subscribe for ordinary shares in CGHL (CGHL Options) be approved. 2. Pursuant to section 411(12) of the Corporations Act CGHL be exempted from compliance with section 411(11) of the Corporations Act. 3. These orders be entered forthwith. THE COURT NOTES: 1. The undertaking given by CGHL and its solicitors Gilbert & Tobin, that they will not lodge these Orders with the Australian Securities and Investments Commission prior to the passing of the Restructure Resolutions by the Challenger Financial Services Group (ARSN 091 545 185) Unitholders and the Conditions of the Restructure being satisfied or (if applicable) waived (as those terms are used in the Disclosure Document which is Exhibit DHS-E to the Affidavit of David Henry Slatyer of 20 November 2003). Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.