NIB Health Funds Limited ACN 000 124 381 No 1 [2007] FCA 1018

FEDERAL COURT OF AUSTRALIA

NIB Health Funds Limited ACN 000 124 381 No 1 [2007] FCA 1018

NIB HEALTH FUNDS LIMITED ACN 000 124 381, IN THE MATTER OF NIB HEALTH FUNDS LIMITED ACN 000 124 381 NSD859 OF 2007

EMMETT J

6 JUNE 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD859 OF 2007

IN THE MATTER OF NIB HEALTH FUNDS LIMITED ACN 000 124 381 NIB HEALTH FUNDS LIMITED

Plaintiff

JUDGE: EMMETT J DATE OF ORDER: 6 JUNE 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. The Plaintiff convene a meeting of its Eligible Policyholders (as defined in the draft explanatory statement contained in Exhibit 1) to be held at or about 10.00 am on Thursday, 19 July 2007 for the purposes of considering and, if thought fit, agreeing (with or without modification) to the scheme of arrangement ("Eligible Policyholders' Scheme") proposed to be made between the Plaintiff and its Eligible Policyholders, the terms of which are set out in Schedule 1 of the explanatory statement contained in exhibit 1 ("Eligible Policyholders' Scheme Meeting"). 2. The Plaintiff convene a meeting of its members to be held at or about 11.30 am on Thursday, 19 July 2007 (or as soon thereafter as the Eligible Policyholders' Scheme Meeting is concluded or adjourned) for the purposes of considering and, if thought fit, agreeing (with or without modification) to the scheme of arrangement ("Company Members' Scheme") proposed to be made between the Plaintiff and its members, the terms of which are set out in Schedule 2 of the explanatory statement contained in Exhibit 1 ("Company Members' Scheme Meeting"). 3. The meetings referred to in orders 1 and 2 above be held at the Newcastle Entertainment Centre, Newcastle Showground, Brown Road, Broadmeadow in New South Wales. 4. The draft explanatory statement contained in Exhibit 1 incorporating Schedule 1 and Schedule 2 be approved for distribution to members and Eligible Policyholders. 5. Keith Stanton Lynch or, failing him, Mark Anthony Fitzgibbon, be authorised to act as chairperson for the meetings referred to in Orders 1 and 2 above ("Scheme Meetings"). 6. The chairperson of the Scheme Meetings has the power to adjourn the Scheme Meetings for such time that the chairperson considers appropriate. 7. There be dispatched by prepaid post addressed to the members, in respect of the Company Members' Scheme, and the Eligible Policyholders, in respect of the Eligible Policyholders' Scheme or personally served: (a) a document substantially in the form of the explanatory statement contained in exhibit 1 together with its schedules; (b) a proxy form for the eligible policyholders' scheme meeting; and (c) a proxy form for the company members' scheme meeting. 8. The time by which members and Eligible Policyholders must return their proxy forms for the Company Members' Scheme Meeting and the Eligible Policyholders' Scheme Meeting, respectively, be 48 hours prior to the commencement of the relevant meeting. 9. Voting at each Scheme Meeting shall be on a poll, except for procedural motions. 10. Other than regulation 5.6.13 of the Corporations Regulations 2001, Rule 2.15 of the Federal Court (Corporations) Rules 2000shall not apply to the meetings referred to in orders 1 and 2 above. 11. Notice of the hearing of the application for an order approving the proposed Eligible Policyholders' Scheme and Company Members' 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 18 July 2007. 12. The proceedings be stood over until 23 July 2007 at 9.30 am before Emmett J, or as he directs, for consideration of orders approving the Schemes of Arrangement. 13. The Plaintiff be granted liberty to apply. 14. These orders be entered forthwith.