Rebel Sport Limited, in the matter of Rebel Sport Limited [2007] FCA 96

FEDERAL COURT OF AUSTRALIA

Rebel Sport Limited, in the matter of Rebel Sport Limited [2007] FCA 96 IN THE MATTER OF REBEL SPORT LIMITED (ACN 003 382 823) NSD 90 of 2007

LINDGREN J

6 FEBRUARY 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 90 OF 2007

IN THE MATTER OF REBEL SPORT LIMITED (ACN 003 382 823) BETWEEN: REBEL SPORT LIMITED (ACN 003 283 823)

Plaintiff

JUDGE: LINDGREN J DATE OF ORDER: 6 FEBRUARY 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth): (a) the Plaintiff, Rebel Sport Limited ('Rebel'), convene a meeting ('Scheme Meeting') of the holders of ordinary shares in Rebel (other than Excluded Shareholders, being Foghorn Pty Limited and its related bodies corporate) ('Rebel Shareholders') for the purpose of considering and, if thought fit, approving a scheme of arrangement (with or without modification) proposed to be made between Rebel and the Rebel Shareholders ('the Scheme'), the terms of which are contained in section 9 of the Scheme Booklet, which is Exhibit 'KLB12' to the affidavit sworn by Karen Louise Bozic on 5 February 2007 in this proceeding ('Scheme Booklet'); (b) the Scheme Meeting be held at 10.00 am (Sydney Time) on Thursday, 15 March 2007 at the Menzies Hotel, 14 Carrington Street, Sydney, New South Wales; (c) Gerald Harvey or, failing him, Christopher Herbert Brown, or failing both, any other non-executive director of Rebel, act as chairman of the Scheme Meeting; (d) the chairman have the power to adjourn the scheme meeting for such time as the chairman considers appropriate; (e) at the Scheme Meeting, Rebel Shareholders be entitled to one vote for each Rebel share they are registered as holding at 10.00 am on 13 March 2007; (f) the Explanatory Statement constituted by the Scheme Booklet be approved; (g) on or before 13 February 2007, there be dispatched to Rebel Shareholders who are registered as holding Rebel Shares as at the close of business on 9 February 2007 by prepaid post addressed to the relevant addresses set out in the Rebel register of members; or personally served: (i) a document substantially in the form of the Scheme Booklet; (ii) a proxy form for the Scheme Meeting; and (iii) an envelope addressed to Registries Limited; (h) the time by which the Rebel Shareholders must return their proxy forms for the Scheme Meeting be 10.00 am (Sydney time) on 13 March 2007; and (i) the proposed ASX announcement in terms of paragraph 2 of the second affidavit of Karen Louise Bozic sworn on 5 February 2007 be approved, as a matter of form of the announcement. 2. Rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) shall not apply to the Scheme Meeting, except in so far as that rule applies Regulation 5.6.13 of the Corporations Regulations 2001 (Cth). 3. Notice of the hearing of application for an order approving the proposed Scheme be published once in the The Sydney Morning Herald newspaper by an advertisement substantially in the form of 'Annexure A' to these Orders, such advertisement to be published on or before 10 March 2007. 4. The proceedings be stood over to 9.15 am on 19 March 2007. 5. The plaintiff have liberty to apply on 24 hours' notice. 6. 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