CCI Holdings Limited ABN 51 000 680 740 [2007] FCA 832

FEDERAL COURT OF AUSTRALIA

CCI HOLDINGS LIMITED ABN 51 000 680 740 [2007] FCA 832 CCI HOLDINGS LIMITED ABN 51 000 680 740 NSD829 OF 2007

EMMETT J

15 MAY 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD829 OF 2007

CCI HOLDINGS LIMITED ABN 51 000 680 740

Plaintiff

JUDGE: EMMETT J DATE OF ORDER: 15 MAY 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Act): (a) the Plaintiff, CCI Holdings Limited (CCI), convene the following meetings for the purpose of considering and, if thought fit, approving a scheme of arrangement (with or without modification) proposed to be made between CCI and its shareholders (Scheme), the terms of which are substantially in the form of the scheme contained in Section 10 of the scheme booklet which is Exhibit 1 in this proceeding (Scheme Booklet): (1) a meeting (ALS Scheme Meeting) of the holder of the shares in CCI that are (or become) the subject of the call option deed (Pre-Scheme Option Deed) dated 9 March 2007 between BV and Australian Laboratory Services Pty Limited (ALS) entitling BV to acquire 27,000,000 of the issued shares in CCI from ALS (Option Shares), being ALS but only in respect of the Option Shares held by it, and (2) a meeting (Scheme Meeting) of the holders of shares in CCI (CCI Shares), other than Bureau Veritas Australia Pty Limited (BV) or its related bodies corporate, but including ALS in respect of its shares that are not Option Shares (CCI Shareholders), (collectively, the Scheme Meetings). (b) the Scheme Meetings be held on 18 June 2007 at Deacons, Level 8, Gold Fields House, Circular Quay, Sydney, NSW 2000 at the following times: (1) in respect of the ALS Scheme Meeting, at 9:30 am (Sydney time); and (2) in respect of the Scheme Meeting, at 10:00 am (Sydney time); (c) Peter Edward John Murray, or failing him, David Gerard Butel act as Chairman of the Scheme Meetings; (d) the Chairman of the Scheme Meetings has the power to adjourn the Scheme Meetings for such time that the Chairman considers appropriate; (e) except for procedural motions, all voting at the Scheme Meetings be by poll as declared by the Chairman ; (f) the Explanatory Statement comprising the Scheme Booklet be approved for distribution to shareholders ; 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 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 15 June 2007 and the Plaintiff is relieved from compliance with rule 3.4 of the Federal Court (Corporations) Rules 2000 to the extent necessary. 4. The proceedings be adjourned to 9.30 am on 20 June 2007, for hearing of any application to approve the scheme. 5. These orders be entered forthwith.