Rural Press Limited, in the matter of Rural Press Limited [2007] FCA 314

FEDERAL COURT OF AUSTRALIA

Rural Press Limited, in the matter of Rural Press Limited [2007] FCA 314 IN THE MATTER OF RURAL PRESS LIMITED (ABN 47 000 010 382) NSD 180 OF 2007

LINDGREN J

8 March 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 180 OF 2007

RURAL PRESS LIMITED

(ABN 47 000 010 382)

Plaintiff

JUDGE: LINDGREN J DATE OF ORDER: 26 FEBRUARY 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to subs 411(1) of the Corporations Act 2001 (Cth) ('the Act'): (a) the Plaintiff, Rural Press Limited ('Rural Press'), convene a meeting ('Preferred Scheme Meeting') of the holders of preferred shares in Rural Press, other than the holders of Excluded Shares ('Preferred Shareholders'), for the purpose of considering and, if thought fit, agreeing to a scheme of arrangement (with or without modification) proposed to be made between Rural Press and the Preferred Shareholders ('Preferred Scheme'), the terms of which are contained in Annexure 'C' to the scheme booklet which is Exhibit P1 in this proceeding ('Scheme Booklet'); (b) the Preferred Scheme Meeting be held at 10.00 am (Sydney time) on 5 April 2007 at the Sofitel Wentworth Hotel, 61–101 Phillip Street, Sydney, NSW, 2000; (c) Rural Press convene a meeting ('Ordinary Scheme Meeting') of the holders of ordinary shares in Rural Press, other than the holders of Excluded Shares ('Ordinary Shareholders') for the purpose of considering and, if thought fit, agreeing to a scheme of arrangement (with or without modification) proposed to be made between Rural Press and the Ordinary Shareholders ('Ordinary Scheme'), the terms of which are contained in Annexure 'B' to the Scheme Booklet; (d) the Ordinary Scheme Meeting be held at 10.00 am (Sydney time) on 19 April 2007 at the Sofitel Wentworth Hotel, 61–101 Phillip Street, Sydney. (e) John B Fairfax AM or, failing him, Timothy Vincent Fairfax, or failing both, any other Non-Executive Director of Rural Press, act as Chairman of the Preferred Scheme Meeting and the Ordinary Scheme Meeting (collectively 'the Scheme Meetings'); (f) the Chairman have the power to adjourn the Scheme Meetings for such time that the Chairman considers appropriate; (g) at the Preferred Scheme Meeting, a person will be entitled to one vote for each Rural Press preferred share they are registered as holding at 7.00 pm on 3 April 2007; (h) at the Ordinary Scheme Meeting, a person will be entitled to one vote for each Rural Press Ordinary Share they are registered as holding at 7.00 pm on 17 April 2007; (i) the Explanatory Statement comprising the Scheme Booklet (other than Annexures 'E' and 'F' thereto) be approved; (j) on or before 6 March 2007, there be: (i) in the case of each Ordinary and Preferred Shareholder who has a registered address in Australia, dispatched by prepaid post addressed to the relevant address as recorded in the Rural Press register of members ('Register') as at 1 March 2007; and (ii) in the case of each Ordinary and Preferred Shareholder who has a registered address outside Australia, dispatched by prepaid airmail or air courier addressed to the relevant address as recorded in the Register as at 1 March 2007; or (iii) in either case, personally served: (1) a document substantially in the form of the Scheme Booklet (which includes the Explanatory Statement); (2) proxyforms for the Preferred Scheme Meeting and the Ordinary Scheme Meeting substantially in the form of Exhibit P2 and Exhibit P3 in this proceeding; (3) Consideration Election Forms for the Preferred Scheme Meeting and the Ordinary Scheme Meeting substantially in the form of Exhibit P4 in this proceeding; (4) an envelope addressed to Computershare Investor Services Pty Limited. (k) the time by which the Preferred Shareholders must return their proxy forms for the Preferred Scheme Meeting be 10.00 am (Sydney time) on 4 April 2007; (l) the time by which Ordinary Shareholders must return their proxy forms for the Ordinary Scheme Meeting be 10.00 am (Sydney time) on 18 April 2007. 2. Rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) shall not apply to the Scheme Meetings, except insofar as that rule applies Regulation 5.6.13 of the Corporations Regulations 2001 (Cth). 3. Notice of the hearing of any application for an order approving the Preferred Scheme and the Ordinary Scheme be published once in 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 17 April 2007. 4. Notice of the hearing of any application for an order approving only the Ordinary Scheme be published once in the Sydney Morning Herald newspaper by an advertisement substantially in the form of 'Annexure B' to these Orders, such advertisement to be published on or before 17 April 2007. 5. The proceedings be adjourned to 9.15 am on 23 April 2007, for hearing of any application to approve the Schemes. 6. These orders be entered forthwith. In these orders, an 'Excluded Share' is a fully paid preferred or ordinary share in Rural Press held by Fairfax Media Limited or its related bodies corporate. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.