Gloucester Coal Limited ABN 66 008 881 712 [2007] FCA 1017

FEDERAL COURT OF AUSTRALIA

Gloucester Coal Limited ABN 66 008 881 712 [2007] FCA 1017 GLOUCESTER COAL LTD ABN 66 008 881 712 NSD871 OF 2007

EMMETT J

31 MAY 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD871 OF 2007

IN THE MATTER OF GLOUCESTER COAL LIMITED ABN 66 008 881 712 GLOUCESTER COAL LIMITED ABN 66 008 881 712

Plaintiff

JUDGE: EMMETT J DATE OF ORDER: 31 MAY 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to ss 411(1) of the Corporations Act 1989 (Cth): (a) the plaintiff, Gloucester Coal Limited (Gloucester) convene a meeting (Scheme Meeting) of the holders of ordinary shares (other than Helios Australia Pty Limited (Helios) and each of its related bodies corporate, or any person holding fully paid ordinary shares in the plaintiff on behalf of, or for the benefit of, Helios or any of its related bodies corporate) (Scheme Participants) in Gloucester for the purpose of considering, and if thought fit, agreeing to a scheme of arrangement (with or without modification) proposed to be made between Gloucester and the Scheme Participants (Scheme), the terms of which are contained in the explanatory statement which forms part of the Scheme Booklet, which is Exhibit ARD-1 in this proceeding (Scheme Booklet); (b) the scheme meeting be held at 9:00am (Sydney time) on 5 July 2007 at the Westin, No 1 Martin Place, Sydney, New South Wales, 2000; (c) Andy John Hogendijk, or failing him, Gordon Galt, or failing both, any non-executive director of Gloucester, act as chairman of the Scheme Meeting; (d) the Chairman have the power to adjourn the scheme meeting for such time that the Chairman considers appropriate; (e) at the Scheme Meeting, a person will be entitled to one vote for each Gloucester share they are registered as holding at 7:00pm (Sydney time) on 3 July 2007; (f) the Explanatory Statement in the Scheme Booklet be approved; (g) on or before 5 June 2007 there be dispatched by prepaid post addressed to the relevant addresses set out in the Gloucester register of members, or personally served: (i) a document substantially in the form of the Scheme Booklet (which includes the explanatory statement); (ii) a proxy form for the Scheme Meeting; and (iii) an envelope addressed to Computershare Investor Services Pty Limited; and (h) the time by which the scheme participants must return their proxy forms for the scheme meeting be 9:00am (Sydney time) on 3 July 2007. 2. Rule 2.15 of the Federal Court (Corporations) Rules 2000 shall not apply to the Scheme Meeting, except insofar as that rule applies regulation 5.6.13 of the Corporations Regulations 2001 (Cth). 3. Notice of the hearing of the application for an order approving the proposed scheme be published once in "The Australian" newspaper by an advertisement substantially in the form of Annexure A to these orders, such advertisement to be published on or before 4 July 2007. 4. This proceeding be stood over to 9:30am on 9 July 2007. 5. These orders be entered forthwith.