Panbio Limited (ABN 19 010 728 220), in the matter of Panbio Limited (ABN 19 010 728 220) [2007] FCA 1819

FEDERAL COURT OF AUSTRALIA

Panbio Limited (ABN 19 010 728 220), in the matter of Panbio Limited (ABN 19 010 728 220) [2007] FCA 1819

IN THE MATTER OF PANBIO LIMITED (ABN 19 010 728 220) NSD2165 OF 2007

EMMETT J

6 NOVEMBER 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD2165 OF 2007

PANBIO LIMITED

Plaintiff

JUDGE: EMMETT J DATE OF ORDER: 6 NOVEMBER 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1 Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Corporations Act): (a) Panbio Limited ABN 19 010 728 220 (Panbio) convene a meeting (Scheme Meeting) of the holders of ordinary shares in Panbio, other than the holders of Excluded Shares in respect of those Excluded Shares (Panbio 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 Panbio and Panbio Shareholders (Scheme), being the scheme substantially in the form of the draft contained in Annexure C of the scheme booklet containing the explanatory statement in relation to the Scheme, being Exhibit "1" in these proceedings (Scheme Booklet). (b) The Scheme Meeting be held at 10.00 am (Australian Eastern Standard Time) on Monday, 17 December 2007 at Panbio's premises at 532 Seventeen Mile Rocks Road, Sinnamon Park, Queensland. (c) The Chairperson of the Scheme Meeting be Peter Maurice Arnison and in his absence John Thomas Fisher-Stamp. (d) The Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion. (e) All voting at the Scheme Meeting be by poll as declared by the Chairperson. (f) At the Scheme Meeting, a person will be entitled to one vote for each Panbio share that the person is registered as holding at 7.00 pm (Australian Eastern Standard Time) on 15 December 2007. (g) The explanatory statement in the Scheme Booklet for the Scheme be approved for distribution to Panbio Shareholders. (h) On or before 15 November 2007, there be dispatched or personally served: i. A document substantially in the form of the Scheme Booklet; ii. a proxy form for the Scheme Meeting; and iii. an envelope addressed to Computershare Investor Services Pty Limited, in the case of each Panbio Shareholder who has a registered address in Australia, by prepaid post and, in the case of each Panbio Shareholder who has a registered address outside Australia, by prepaid airmail or air courier, in each case addressed to the relevant address set out in the Panbio register of members. (i) The time by which the Panbio Shareholders must return their proxy forms for the Scheme Meeting be 10.00 am (Australian Eastern Standard Time) on 15 December 2007. (j) Panbio place an advertisement in The Australian newspaper, substantially in the form of "Annexure A" to these Orders, no later than Monday, 17 December 2007 and Panbio shall otherwise be exempted from compliance with the requirement to publish such notice at least 5 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 Pursuant to section 1319 of the Corporations Act, Panbio be exempted from compliance with the requirements of rule 2.15 of the Federal Court (Corporations) Rules 2000 save that regulation 5.6.13 of the Corporations Regulations 2001 shall apply to the Panbio Scheme Meeting. 3 Access to Exhibit 1, Exhibit JLH-1, tab 12 of Exhibit PMA-1 and the plaintiff's written submissions be restricted to the plaintiff's legal advisors up to and including 8 November 2007 or the earlier registration of Exhibit 1 with the Australian Investments and Securities Commission in accordance with s 412(6) of the Corporations Act 2001 (Cth). 4 The proceedings be stood over to Thursday, 20 December 2007 at 9.30 am before Justice Emmett or as his Honour directs for the hearing of any application to approve the Scheme. 5 Liberty to restore to the list. 6 These orders to be entered forthwith. In these orders, an Excluded Share is a fully paid ordinary share in Panbio held by Inverness Medical Innovations, Inc. (Inverness) or by any person on behalf of or for the benefit of Inverness.