Adelaide Bank Limited, in the matter of Adelaide Bank Limited ACN 061 461 550 [2007] FCA 1582

FEDERAL COURT OF AUSTRALIA

Adelaide Bank Limited, in the matter of Adelaide Bank Limited ACN 061 461 550 [2007] FCA 1582

CORPORATIONS – merger – schemes of arrangement for an Australian publicly listed company to become a subsidiary of another related publicly listed company – separate schemes for each class of shares – application pursuant to s 411(1) of the Corporations Act 2001 (Cth) for an order to convene meetings of the three classes of members and for the Court to approve the Explanatory Statement – conditions precedent in s 411(2) satisfied – consideration of "no shop/no talk" provisions, a break fee and a deemed warranty that shares are free from encumbrances – plaintiff exempted from registration requirements of s 3(a)(10) of the Securities Act of 1933 (US) – whether treatment of ineligible foreign shareholders acceptable – appropriate that the plaintiff hold three separate scheme meetings therefore order granted – Explanatory Statement approved. Corporations Act 2001 (Cth) ss 411, 412 Corporations Regulations 2001 (Cth) reg 5.1.01; Schedule 8 Securities Act of 1933 (US) s 3(a)(10) Re APN News & Media Limited (2007) 62 ACSR 400 followed Re Arthur Yates & Co Ltd (2001) 36 ACSR 758 cited Re Bank of Adelaide (1979) 22 SASR 481 cited Re Central Pacific Minerals N.L. [2002] FCA 239 cited Re CSR Ltd 45 ACSR 34 followed Re NRMA Insurance Ltd (2003) 33 ACSR 523 cited Takeovers Panel's Guidance Notes: Guidance Note 7: Lock-up Devices (2nd issue, 2005) IN THE MATTER OF ADELAIDE BANK LIMITED ACN 061 461 550 SAD 144 OF 2007

LANDER J

5 OCTOBER 2007

ADELAIDE IN THE FEDERAL COURT OF AUSTRALIA

SOUTH AUSTRALIA DISTRICT REGISTRY SAD 144 OF 2007

IN THE MATTER OF ADELAIDE BANK LIMITED ACN 061 461 550 ADELAIDE BANK LIMITED

Plaintiff

JUDGE: LANDER J DATE OF ORDER: 5 OCTOBER 2007