The Australian Gas Light Company, in the matter of The Australian Gas Light Company [2006] FCA 1160

FEDERAL COURT OF AUSTRALIA

The Australian Gas Light Company, in the matter of The Australian Gas Light Company [2006] FCA 1160

THE AUSTRALIAN GAS LIGHT COMPANY (ABN 95 052 167 405), IN THE MATTER OF THE AUSTRALIAN GAS LIGHT COMPANY NSD 1568 OF 2006 ALINTA LIMITED (ACN 087 857 001), IN THE MATTER OF ALINTA LIMITED NSD 1580 OF 2006

EMMETT J

28 AUGUST 2006

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY

NSD 1568 OF 2006 IN THE MATTER OF: THE AUSTRALIAN GAS LIGHT COMPANY

(ABN 95 052 167 405)

Plaintiff

JUDGE: EMMETT J

DATE OF ORDER: 28 AUGUST 2006

WHERE MADE: SYDNEY

THE COURT:

1. Notes the undertaking given by Senior Counsel for Alinta Ltd marked as Exhibit 2. THE COURT ORDERS THAT: 1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth), the Plaintiff (AGL) convene a meeting (the AGL Scheme Meeting) of the holders of shares in AGL (AGL Shares), other than Alinta Group Holdings Pty Ltd (ABN 34 117 660 081) (Excluded AGL Shareholder) in respect of 78,904,997 AGL Shares which as at 22 June 2006 were registered in the name of and beneficially owned by the Excluded AGL Shareholder, for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement being the scheme substantially in the form and to the effect of the draft, a copy of which is at Annexure A of Part 2 of "Exhibit-1" (the AGL Scheme). 2. Pursuant to section 411(1) of the Corporations Act, AGL convene a meeting of the Excluded AGL Shareholder for the purpose of considering and, if thought fit, agreeing (with or without modification) to the AGL Scheme (Excluded AGL Shareholder Meeting). 3. The AGL Scheme Meeting be held at 10:30am, on 6 October 2006 at City Recital Hall, Angel Place, Sydney. 4. The Excluded AGL Shareholder Meeting be held at 11:30am, on 6 October 2006 at City Recital Hall, Angel Place, Sydney, or as soon thereafter as the AGL Scheme Meeting concludes or is adjourned. 5. On or before 4 September 2006, there be despatched by prepaid ordinary post (or in the case of overseas members, by airmail), to each AGL Shareholder appearing in the register of AGL Shareholders, a document substantially in the form and to the effect of "Exhibit 1" including the proxy form which forms part of "Exhibit 1". 6. The Chairman of the AGL Scheme Meeting and the Excluded AGL Shareholder Meeting be Mark Roderick Granger Johnson and in his absence Graham John Reaney. 7. The Chairman appointed to the AGL Scheme Meeting and the Excluded AGL Shareholder Meeting has the power to adjourn the meeting in his absolute discretion. 8. All voting at the AGL Scheme Meeting and the Excluded AGL Shareholder Meeting be by poll as declared by the Chairman. 9. Pursuant to section 411(1) of the Corporations Act, the explanatory statement of the AGL Scheme, a copy of which forms part of the documents comprising "Exhibit 1", be approved. 10. AGL publish in The Australian newspaper a notice substantially in the form of: (a) Annexure 1 of this Order no later than 4 October 2006; and (b) Annexure 2 of this Order no later than 7 October 2006, and AGL shall otherwise be exempted from compliance with the requirement to publish a notice at least 5 days before the date fixed for the hearing of the application pursuant to rule 3.4 of the Federal Court (Corporations) Rules 2000. 11. The proceeding be stood over to 9 October 2006 at 9:15am before Justice Emmett for the hearing of any application to approve the AGL Scheme. 12. These Orders to be entered forthwith.