Aevum Limited ACN 087 648 691 v National Exchange Pty Limited ACN 006 079 974 [2004] FCA 1781

FEDERAL COURT OF AUSTRALIA

Aevum Limited ACN 087 648 691 v National Exchange Pty Limited ACN 006 079 974 [2004] FCA 1781 AEVUM LIMITED ACN 087 648 691 v NATIONAL EXCHANGE PTY LIMITED ACN 006 079 974 NSD1592 OF 2004

AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION v NATIONAL EXCHANGE PTY LIMITED ACN 006 079 974 NSD1679 OF 2004 EMMETT J 23 DECEMBER 2004 SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1679 OF 2004

BETWEEN: AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION

PLAINTIFF

AND: NATIONAL EXCHANGE PTY LIMITED ACN 006 079 974

DEFENDANT

JUDGE: EMMETT J

DATE: 20 JANUARY 2005

PLACE: SYDNEY

THE COURT DECLARES THAT: 1. The defendant contravened section 1019E(2) of the Corporations Act, 2001 ('the Act') in that its written offers dated 22 October 2004 sent to shareholders in Aevum Limited ('the Offers') was not sent to shareholders of Aevum Limited as soon as practicable after the date of the Offers. 2. The defendant contravened section 1019G(2) of the Corporations Act, 2001 in that the Offers were not expressed to remain open for at least one month. THE COURT ORDERS THAT: 3. Order No 1 of the Orders made on 26 November 2004 be confirmed. 4. Order No 2 of the Orders made on 26 November 2004 be otherwise discharged. 5. The Further Amended Originating Process filed 13 December 2004 be otherwise dismissed. 6. The question of costs be dealt with in accordance with the directions made on 23 December 2004. THE COURT NOTES THAT: 7. The Defendant, by its counsel, undertakes to the Court that it will not, by itself, its servants or agents: (a) take any steps, including legal proceedings, to require any shareholder in Aevum Limited who accepted the Offer and from whom the defendant received on or before 31 December 2004 a 'Red Form' entitled 'Notice Refusing to Sell' (referred to in the letter sent by the Defendant to that shareholder pursuant to Order 1 made on 25 November 2004) to transfer their shares in Aevum to the Defendant; and (b) lodge for registration or take any action to have registered any transfer of shares received from any such shareholder. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.