HPAL Limited [2007] FCA 1570

FEDERAL COURT OF AUSTRALIA

HPAL Limited [2007] FCA 1570 CORPORATIONS – scheme of arrangement – no novel jurisdictional or procedural issues – performance risk addressed – break fee appropriate

Corporations Act 2001 (Cth) s 411(1)

APN News & Media Limited [2007] FCA 770 followed Investa Properties Limited [2007] FCA 1104 referred to Peplin Limited [2007] FCA 1387 referred to Re Permanent Trustee Co Ltd (2002) 43 ASCR 601 referred to IN THE MATTER OF HPAL LIMITED ABN 74 087 783 060 NSD 1696 OF 2007

JACOBSON J

5 September 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALESDISTRICT REGISTRY 1696 OF 2007

HPAL Limited (ABN 74 087 783 060)

Plaintiff

JUDGE: Jacobson J

DATE OF ORDER: 5 September 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1 Pursuant to section 411(1) of the Corporations Act 2001 (Cth): (a) the Plaintiff ('HPA') convene a meeting of its 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 HPA and its shareholders ('the Scheme'), being the scheme substantially in the form of the draft contained in Schedule 4 of the booklet containing the explanatory statement in relation to the Scheme, being Exhibit A ('the Explanatory Memorandum'); (b) the meeting referred to in subparagraph (a) ('Meeting of Shareholders') be held on 17 October 2007 at the Museum of Sydney, Cnr Phillip and Bridge Streets, Sydney 2000, in the state of New South Wales at 9:30am; (c) Ed Hoppe, or failing him, Rod Atfield be chairperson of the Meeting of Shareholders; (d) the chairperson appointed to the Meeting of Shareholders has the power to adjourn the meeting in his absolute discretion; (e) the explanatory statement in the Explanatory Memorandum be approved for distribution to HPA shareholders; and (f) the Explanatory Memorandum to be despatched to each of the shareholders of HPA be in the form or to the effect of Exhibit A and may be posted by pre-paid post, in the case of a shareholder of HPA whose registered address is outside the country by pre-paid post or despatched by air courier for overseas pre-paid post. 2 Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations shall not apply to the Meeting of Shareholders. 3 HPA publish a Notice of Hearing of any application to approve the Scheme in the form of Annexure 'A' hereto no later than 18 October 2007 and HPA is relieved from compliance with Rule 3.4 of the Federal Court (Corporations) Rules 2000 to the extent necessary. 4 This proceeding be stood over to 18 October 2005 at 2.15pm before Justice Jacobson for the hearing of any application to approve the Scheme. 5 There be liberty to restore on 2 days' notice. 6 These Orders be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.