Corporations Act, in the matter of KAZ Group Limited [2004] FCA 738

FEDERAL COURT OF AUSTRALIA

Corporations Act, in the matter of KAZ Group Limited [2004] FCA 738

IN THE MATTER OF KAZ GROUP LIMITED (ACN 002 124 405) AND THE CORPORATIONS ACT

N 868 OF 2004

GYLES J

28 MAY 2004

SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 868 OF 2004

IN THE MATTER OF KAZ GROUP LIMITED (ACN 002 124 405) AND THE CORPORATIONS ACT

KAZ GROUP LIMITED (ACN 002 124 405)

PLAINTIFF

JUDGE: GYLES J

DATE OF ORDER: 28 MAY 2004

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: Orders be made in accordance with the short minutes of order: 1. There be convened by the Plaintiff: (a) a meeting of the holders of fully paid ordinary shares in the Plaintiff (KAZ Shareholders) to consider, and if thought fit, approve a scheme of arrangement (Ordinary Scheme) between the Plaintiff and the KAZ Shareholders (the Ordinary Scheme Meeting); and (b) a meeting of the holders of options to acquire shares in the Plaintiff (KAZ Optionholders) to consider, and if thought fit, approve a scheme of arrangement (Option Scheme) between the Plaintiff and the KAZ Optionholders (the Option Scheme Meeting) (together the Meetings). 2. The Ordinary Scheme Meeting be held on 6 July 2004 at the Avillion Hotel, 389 Pitt Street, Sydney. The meeting shall commence at 10.00 am. 3. The Option Scheme Meeting be held on 6 July 2004 at the Avillion Hotel, 389 Pitt Street, Sydney. The meeting shall commence at 10.15 am or immediately following the close of the Ordinary Scheme Meeting. 4. Peter John Housden, or Peter Kazacos in his place should Peter John Housden be unable to attend for any reason, is to chair the Meetings and any adjournment of the Meetings. 5. The Meetings can resolve to be adjourned. 6. Five members present in person or by proxy, corporate representative or attorney under power, shall constitute a quorum for Ordinary Scheme Meeting, and five optionholders present in person or by proxy, corporate representative or attorney under power, shall constitute a quorum for Option Scheme Meeting. 7. The Plaintiff be dispensed from compliance with r 2.15 of the Federal Court (Corporations) Rulesexcept insofar as that rule applies reg 5.6.13 of the Corporations Regulations to the meetings. 8. The Meetings be advertised once in each of The Australian and the Sydney Morning Herald newspapers, in the form or to the effect of the annexure hereto marked 'A', such advertisement to be published not less than 14 days before the date appointed for the Meetings. 9. The application under s 411(4) of the Corporations Act for an order approving the Ordinary Scheme and Option Scheme be advertised once in each of The Australian and the Sydney Morning Herald newspapers, in the form or to the effect of the annexure hereto marked 'B', such advertisement to be published not less than five days before the date appointed for the hearing and that the Plaintiff be dispensed from compliance with r 3.4(3)(a) of the Federal Court (Corporations) Rules in respect of such advertisement. 10. No later than 7 June 2004 a document in the form or to the effect of the draft document constituting Exhibit 'B' containing inter alia: (a) summary of the key features of the proposal; (b) the schemes of arrangement; (c) statutory information; (d) the merger implementation agreement; and (e) the independent expert's report; (f) notices of the meetings; and (g) proxy forms; be posted by pre-paid post (in the case of any holder of the Plaintiff's ordinary shares or options whose registered address is outside the country by airmail or dispatched by air courier for postage overseas) to each of the holders of the Plaintiff's ordinary shares and options. 11. The explanatory statement contained in Exhibit 'B' be and is hereby approved. 12. The proceedings be stood over until 9 July 2004 for the hearing of the matters referred to in paragraphs 4 and 5 of the Application. 13. The Plaintiff have liberty to apply. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.