Promina Group Limited; in the matter of Promina Group Limited [2007] FCA 378

FEDERAL COURT OF AUSTRALIA

Promina Group Limited; in the matter of Promina Group Limited [2007] FCA 378 Corporations Act 2001(Cth) ss 411(4)(b), 411(11), 411(12) IN THE MATTER OF PROMINA GROUP LIMITED ABN 79 000 746 092; PROMINA GROUP LIMITED ABN 79 0090 746 092 NSD 2343 OF 2006

GYLES J

12 MARCH 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 2343 OF 2006

In the matter of Promina Group Limited ABN 79 000 746 092 PROMINA GROUP LIMITED ABN 79 000 746 092

Plaintiff

JUDGE: GYLES J DATE OF ORDER: 12 MARCH 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1 Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth)(the Act),the scheme of arrangement between the Plaintiff, Promina Group Limited (Promina)and its members (other than any person holding Excluded Shares as defined in the Schedule below) in the form annexed hereto [not annexed to these Orders] and marked "A" (Scheme)be approved. 2 Pursuant to s 411(12) of the Act, Promina be exempted from compliance with s 411(11) of the Act in relation to the Scheme. 3 These orders be entered forthwith. Schedule In these orders, an "Excluded Share" is a fully paid ordinary share in Promina held by: (a) Suncorp-Metway Limited (Suncorp); (b) Suncorp Insurance Holdings Ltd (SIHL); (c) any other subsidiary of Suncorp; or (d) any person on behalf of, or for the benefit of, Suncorp, SIHL or any other subsidiary of Suncorp, but does not include a fully paid ordinary share in Promina held by such a person as custodian for, or on behalf of, or for the benefit of, Suncorp Metway Investment Management Limited in its capacity as: (e) responsible entity of a managed investment scheme; or (f) investment manager under an investment management agreement with a person who is not a subsidiary of Suncorp. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.