Michelago Limited ACN 057 816 609, in the matter of Michelago Limited ACN 057 816 609 [2006] FCA 1490

FEDERAL COURT OF AUSTRALIA

Michelago Limited ACN 057 816 609, in the matter of Michelago Limited ACN 057 816 609 [2006] FCA 1490

MICHELAGO LIMITED ACN 057 816 609, IN THE MATTER OF MICHELAGO LIMITED ACN 057 816 609 NSD2091 OF 2006

EMMETT J

27 OCTOBER 2006

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD2091 SD 2006

IN THE MATTER OF MICHELAGO LIMITED ACN 057 816 609 MICHELAGO LIMITED ACN 057 816 609

Plaintiff

JUDGE: EMMETT J

DATE OF ORDER: 27 OCTOBER 2006

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. There be convened by the plaintiff a meeting of its shareholders to be held at 11.00am on 6 December 2006, for the purposes of considering and, if thought fit, agreeing (with or without modification) to the Scheme of Arrangement proposed to be made between the plaintiff and its shareholders ('Share Scheme') in the form set out in Appendix 2 to the draft Explanatory Memorandum, being Exhibit 3A('Schemes Booklet'). 2. There be convened by the plaintiff a meeting of persons holding options, each to subscribe for one share in the capital of the plaintiff, exerciseable at a price of $0.15, which are listed on the Australian Stock Exchange Limited, on or before 10 January 2007 ('Michelago Optionholders'), to be held at 11.30am on, or soon as possible after the Share Scheme meeting shall have concluded or adjourned, on 6 December 2006, for the purpose of considering and, if thought fit, agreeing (with or without modification) to the Scheme of Arrangement proposed to be made between the plaintiff and the Michelago Optionholders ('Option Scheme') in the form set out in Appendix 3 to the Schemes Booklet (together with the meeting in Order 1 above, 'the Meetings'). 3. The Schemes Booklet, including the documents at Appendices 1 to 11 inclusive, be approved for distribution to the shareholders of the plaintiff and Michelago Optionholders. 4. The Meetings be held at the Menzies Hotel, 14 Carrington Street, Sydney, New South Wales. 5. The documents to be dispatched to shareholders and optionholders be in the form or to the effect of Exhibit 3A, except that only shareholders receive the shareholder proxy form and only optionholders receive the optionholder proxy form. 6. John Patrick Horan or, failing him, Alan Roberts be authorised to act as chairperson for the Meetings, and any adjournment of the Meetings. 7. The chairperson appointed to the Meetings has the power to adjourn each meeting in his absolute discretion. 8. Save for regulation 5.6.13 of the Corporations Regulations, Rule 2.15 of the Federal Court (Corporations) Rules shall not apply to the meetings referred to in Orders 1 and 2 above. 9. The plaintiff be granted liberty to apply. 10. This proceeding be stood over to 13 December 2006 at 9 am before Justice Emmett or as he directs for consideration of Orders approving the Share Scheme and the Option Scheme. 11. These Orders be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules. IN THE FEDERAL COURT OF AUSTRALIA