Peplin Limited [2007] FCA 1387

FEDERAL COURT OF AUSTRALIA

Peplin Limited [2007] FCA 1387

CORPORATIONS – application by a company to convene meetings of shareholders and optionholders to consider schemes of arrangement effecting change of location of the business to United States Corporations Act 2001 (Cth) s 411(1) Corporations Regulations, reg 5.6.12, 5.6.14 to 5.6.36A Federal Court (Corporations) Rules 2000 (Cth), r 3.4(3)(b) Mincom Ltd v EAM Software Finance Pty Ltd (No 3) [2007] QSC 207 cited IN THE MATTER OF PEPLIN LIMITED ABN 55 090 819 275 NSD 1653 OF 2007

GYLES J

23 AUGUST 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1653 OF 2007

IN THE MATTER OF PEPLIN LIMITED ABN 090 819 275

Plaintiff

JUDGE: GYLES J

DATE OF ORDER: 23 AUGUST 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Corporations Act): (a) Peplin Limited ABN 55 090 819 275 (Company) convene a meeting (Share Scheme Meeting) of the holders of ordinary shares in the Company (Shareholders) 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 Company and Shareholders (Share Scheme), being the scheme substantially in the form of the draft contained in Appendix C of the information memorandum containing the explanatory statement in relation to the Share Scheme, being Exhibit "A" (Information Memorandum). (b) The Company convene a meeting (Option Scheme Meeting) of the holders of options quoted on ASX Limited (Optionholders) to subscribe for shares in the Company (Company Options) 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 Company and Optionholders (Option Scheme), being the scheme substantially in the form of the draft contained in Appendix D of the Information Memorandum. (c) The Share Scheme Meeting be held at 10.30 am (Australian Eastern Standard Time) on Monday, 1 October 2007 at the Hilton International Hotel, 190 Elizabeth St, Brisbane, Queensland. (d) The Option Scheme Meeting be held at 11.00 am (Australian Eastern Standard Time) (or as soon after that time as the Share Scheme Meeting concludes or is adjourned) on Monday, 1 October 2007 at the Hilton International Hotel, 190 Elizabeth St, Brisbane, Queensland. (e) The Chairperson of each of the Share Scheme Meeting and the Option Scheme Meeting be Cherrell Hirst and in her absence Michael Spooner. (f) The Chairperson appointed to each of the Share Scheme Meeting and the Option Scheme Meeting has the power to adjourn either or both of those meetings in her or his absolute discretion. (g) All voting at the Share Scheme Meeting and the Option Scheme Meeting be by poll as declared by the Chairperson. (h) The explanatory statement in the Information Memorandum for the Share Scheme and the Option Scheme be approved for distribution to Shareholders and Optionholders. (i) The Company publish a notice of hearing of any application to approve the Share Scheme and the Option Scheme no later than Wednesday 3 October 2007 and the Company shall otherwise be exempted from compliance with the requirement to publish such notices at least five days before the date fixed for hearing of the application pursuant to Rule 3.4(3)(b) of the Federal Court (Corporations) Rules 2000 (Cth). 2. Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations shall not apply to the Scheme Meetings. 3. The proceedings be stood over to Monday, 8 October 2007 at 10.15 am before Gyles J for the hearing of any application to approve the Schemes. 4. Liberty to restore on two days' notice. 5. These Orders to be entered forthwith.