Brambles Industries Ltd, in the matter of Brambles Industries Ltd and the Corporations Act 2001 (Cth) [2006] FCA 1273

FEDERAL COURT OF AUSTRALIA

Brambles Industries Ltd, in the matter of Brambles Industries Ltd and the Corporations Act 2001 (Cth) [2006] FCA 1273 CORPORATIONS – arrangements and reconstructions – dual listed companies – listing of one company in Australia and the other in the United Kingdom – schemes of arrangement providing for unification of the two companies – two schemes, one between the Australian company and its shareholders, the other between the UK company and its shareholders – all shares in both companies to be transferred to a third new company whose shares are to be listed on the Australian Stock Exchange (ASX), with a secondary listing on London Stock Exchange ("LSE") – existing shareholders in Australian and UK companies to become shareholders in new Australian company – cash alternative to issue of shares in new company as scheme consideration – cash to be paid by new company – comparison of cash alternative to off market buy-back. Corporations Act 2001 (Cth) s 411(1)

Re CSR Ltd (2003) 45 ACSR 34 cited Hills Motorway [2002] NSWSC 897 cited Re James Hardie Industries Ltd [2001] NSWSC 741cited IN THE MATTER OF BRAMBLES INDUSTRIES LIMITED (ACN 000 129 868) AND THE CORPORATIONS ACT 2001 (CTH) NSD 1606 OF 2006

LINDGREN J

26 SEPTEMBER 2006

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1606 OF 2006

IN THE MATTER OF BRAMBLES INDUSTRIES LIMITED (ACN 000 129 868) AND THE CORPORATIONS ACT 2001 (CTH) BETWEEN: BRAMBLES INDUSTRIES LIMITED (ACN 000 129 868)

Plaintiff

JUDGE: LINDGREN J DATE OF ORDER: 13 SEPTEMBER 2006

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth) ("the Act"), there be convened a meeting ("the BIL Scheme Meeting") of all shareholders of the Plaintiff for the purpose of considering and, if thought fit, approving, with or without modification, a scheme of arrangement between them and the Plaintiff ("theBIL Scheme"). 2. The BIL Scheme Meeting be held on Thursday, 9 November 2006 at the Mayfair Ballroom, Grand Hyatt Melbourne, 123 Collins Street, Melbourne, Victoria, commencing at 10:30 am AEDT (or as soon thereafter as the 2006 Annual General Meeting of the Plaintiff, convened for 10:00 am AEDT on the same day and at the same place, shall be concluded or been adjourned). 3. The BIL Scheme Meeting can resolve to be adjourned. 4. Mr Donald Robert Argus AO or, should he be unable to attend for any reason, Mr Mark Douglas Irving Burrows or any other director of the Plaintiff in his place, is to chair the BIL Scheme Meeting and any adjournment of the BIL Scheme Meeting. 5. The shareholders who are eligible to vote at the BIL Scheme Meeting are those whose names are recorded in the register of members of the Plaintiff at 7:00pm AEDT on Tuesday, 7 November 2006. 6. The draft: (a) explanatory statement entitled "Brambles Information Memorandum Unification Proposal" provided to the Court on 13 September 2006 and marked "Exhibit AA" ("the Explanatory Statement"); (b) proxy forms contained in tab 6 of the folder provided to the Court on 8 September 2006 and marked "Exhibit CV1" ("Proxy Forms"); (c) election forms contained in tab 7 of the folder provided to the Court on 8 September 2006 and marked "Exhibit CV1" ("Election Forms"); be and are hereby approved. 7. The convening of the BIL Scheme Meeting be advertised once in each of The Australian, The Age and The Sydney Morning Herald newspapers in the form, or substantially in the form, of the annexure to these Orders marked "A", such advertisement to be published not less than 14 days before the date appointed for the BIL Scheme Meeting. 8. The application under subs 411(4) of the Act for orders approving the BIL Scheme be advertised once in each of The Australian, The Age and The Sydney Morning Herald newspapers in the form, or substantially in the form, of the annexure to these Orders marked "B", such advertisement to be published not less than five days before the date appointed for the hearing. 9. By no later than 29 September 2006, documents in the form, or substantially in the form, of the Explanatory Statement and Proxy Forms be posted by pre-paid post (or, in the case of any holder of the Plaintiff's shares 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 shares as recorded in the register of members of the Plaintiff on 19 September 2006. 10. By no later than 24 October 2006, documents in the form, or substantially in the form, of the "BIL Cash Alternative Booklet" contained in Part 20 of the Explanatory Statement and the Election Forms relevant to BIL shareholders be posted by pre-paid post (or, in the case of any holder of the Plaintiff's shares 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 shares as recorded in the register of members of the Plaintiff on 18 October 2006. 11. The Plaintiff be dispensed from compliance with: (a) Rule 2.15 of the Federal Court (Corporations) Rules, except in so far as that rule applies Regulation 5.6.13 of the Corporations Regulations to the meetings; and (b) Replaceable Rules (within the meaning of s 135 of the Corporations Act) which appear in part 2G.2 of the Corporations Act, to the extent that a Replaceable Rule in that part is displaced or modified by the Plaintiff's constitution. 12. The proceeding be adjourned to 9.30am on Friday, 24 November 2006. 13. The Plaintiff has liberty to apply.