In the matter of Tribeca Learning Limited (ABN 16 084 211 423) [2006] FCA 356

FEDERAL COURT OF AUSTRALIA

In the matter of Tribeca Learning Limited (ABN 16 084 211 423)

[2006] FCA 356 CORPORATIONS – scheme of arrangement – first court hearing – orders made to convene meeting of members Corporations Act 2001 (Cth) – s 411 Tempo Services Limited (2005) 53 ACSR 523 referred to IN THE MATTER OF Tribeca Learning Limited (ABN 16 084 211 423) NSD 524 of 2006 JACOBSON J 27 MARCH 2006 SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 524 of 2006

Tribeca Learning Limited (ABN 16 084 211 423) Plaintiff (IN THE MATTER OF Tribeca Learning Limited)

JUDGE: JACOBSON J

DATE OF ORDER: 27 MARCH 2006

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth): (a) the Plaintiff ('Tribeca') convene a meeting of its shareholders for the purpose of considering and if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between Tribeca and its shareholders ('the Scheme'), being the scheme substantially in the form of the draft contained in Appendix 3 of the booklet containing the explanatory statement in relation to the Scheme, being Exhibit A ('the Explanatory Memorandum'); (b) the meeting referred to in subparagraph (a) ('Meeting of Shareholders') be held on 5 May 2006 at the Macquarie Graduate School of Management, CBD Campus, Level 6, 51-57 Pitt Street, Sydney 2000, in the state of New South Wales at 9:30am; (c) Donald Stammer, or failing him, Adam Davis be chairperson of the Meeting of Shareholders; (d) the chairperson appointed to the Meeting of Shareholders has the power to adjourn the meeting in his absolute discretion; (e) the explanatory statement in the Explanatory Memorandum be approved for distribution to Tribeca shareholders; and (f) the Explanatory Memorandum to be despatched to each of the shareholders of Tribeca be in the form or to the effect of Exhibit A and may be posted by pre-paid post, in the case of a shareholder of Tribeca whose registered address is outside the country by pre-paid post or despatched by air courier for overseas pre-paid post. 2. Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations shall not apply to the Meeting of Shareholders. 3. Tribeca publish a Notice of Hearing of any application to approve the Scheme in the form of Annexure 'A' hereto no later than 28 April 2006 and Tribeca is relieved from compliance with Rule 3.4 of the Federal Court (Corporations) Rules 2000 to the extent necessary. 4. This proceeding be stood over to 9 May 2005 at 10.15am before Justice Jacobson for the hearing of any application to approve the Scheme. 5. There be liberty to restore on 2 days' notice. 6. These Orders be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.