Powertel Limited ACN 001 760 103 [2007] FCA 476

FEDERAL COURT OF AUSTRALIA

Powertel Limited ACN 001 760 103 [2007] FCA 476 Corporations Act 2001 (Cth), s 411 POWERTEL LIMITED ACN 001 760 103, IN THE MATTER OF POWERTEL LIMITED ACN 001 760 103 NSD352 OF 2007

EMMETT J

19 MARCH 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD352 OF 2007

IN THE MATTER OF POWERTEL LIMITED ACN 001 760 103 POWERTEL LIMITED ACN 001 760 103

Plaintiff

JUDGE: EMMETT J DATE OF ORDER: 19 MARCH 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth): (a) the Plaintiff convene a meeting of its members (the Scheme Meeting) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between the Plaintiff and its members (the Scheme), in the form set out in Annexure B of the Scheme Booklet which is Exhibit 1A in the proceeding (the Scheme Booklet); (b) the Scheme Meeting be held at 10.00 am on Monday, 23 April 2007 at Museum of Sydney, Theatre, Corner Bridge and Philips Streets, Sydney, NSW; (c) Mr John Conde or, if he is unable to attend, Mr Justus Veeneklaas, is to chair the Scheme Meeting and any adjourned Scheme Meeting; (d) the Scheme Meeting can resolve to adjourn; (e) the Scheme Booklet which constitutes the explanatory statement required by subsection 412(1)(a) of the Corporations Act, is approved; (f) on or before Friday, 23 March 2007, there be despatched to each of the Plaintiff's members by pre-paid post to the address recorded for them in the Plaintiff's register of members, and in the case of the Plaintiff's ordinary shareholders whose registered address is outside Australia, by pre-paid airmail post or despatched by air courier for overseas postage, documents in substantially the form of the Scheme Booklet and including in each case an individualised proxy form substantially in the form of Annexure H to the Scheme Booklet and a reply envelope addressed to the Plaintiff's share registry operator, Computershare Investor Services Pty Limited; (g) the time within which proxy forms for the Scheme Meeting must be received by Computershare Investor Services Pty Limited (i) if delivered or sent by pre-paid post, at Level 5, 115 Grenfell Street, Adelaide SA 5000; or (ii) if sent by pre-paid post, at GPO Box 1903, Adelaide SA 5000; or (iii) if sent by facsimile, at facsimile number 08 8236 2305 is 10:30 am Sydney time (10.00 am Adelaide time) on Saturday, 21 April 2007; (h) subject to these orders, the Scheme Meeting be convened and conducted as far as is practicable in accordance with: (i) the provisions of Part 2G.2 of the Corporations Act that apply in relation to a meeting of the members of the Plaintiff; and (ii) the provisions of the Plaintiff's Constitution that apply in relation to a meeting of the members of the Plaintiff that are not inconsistent with Part 2G.2 of the Corporations Act; (i) other than Regulation 5.6.13 of the Corporations Regulations, Rule 2.15 of the Federal Court (Corporations) Rules shall not apply to the Scheme Meeting. 2. The proceedings be stood over until [9.30 am] on Monday, 30 April 2007 for the hearing of any application to approve the Scheme. 3. The application under subsection 411(4) of the Corporations Act for an order approving the Scheme be advertised once in The Australian newspaper, in the form or to the effect of the annexure hereto marked "A", such advertisement to be published on or before Tuesday 24 April 2007. 4. The Plaintiff has liberty to apply. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules. IN THE FEDERAL COURT OF AUSTRALIA