Professional Golfers’ Association of Australia Limited, in the matter of Professional Golfers’ Association of Australia Limited v New Golf Limited (No 2) [2007] FCA 2072

FEDERAL COURT OF AUSTRALIA

Professional Golfers' Association of Australia Limited, in the matter of Professional Golfers' Association of Australia Limited v New Golf Limited (No 2) [2007] FCA 2072 PROFESSIONAL GOLFERS' ASSOCIATION OF AUSTRALIA LIMITED (ACN 002 829 058) AND PGA TOUR OF AUSTRALASIA LIMITED (ACN 002 539 433) v NEW GOLF LIMITED (ACN 127 641 829) NSD 1879 OF 2007

LINDGREN J

20 december 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1879 OF 2007

IN THE MATTER OF PROFESSIONAL GOLFERS' ASSOCIATION OF AUSTRALIA LIMITED (ACN 002 829 058) AND PGA TOUR OF AUSTRALASIA LIMITED (ACN 002 539 433) v NEW GOLF LIMITED (ACN 127 641 829) BETWEEN: PROFESSIONAL GOLFERS' ASSOCIATION OF AUSTRALIA LIMITED (ACN 002 829 058)

First Plaintiff

PGA TOUR OF AUSTRALASIA LIMITED

(ACN 002 539 433)

Second Plaintiff

AND: NEW GOLF LIMITED

(ACN 127 641 829)

Defendant

JUDGE: LINDGREN J DATE OF ORDER: 13 DECEMBER 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement proposed to be made between Professional Golfers' Association of Australia Limited ACN 002 829 058 (PGA) and the members of PGA (PGA Scheme), a copy of which is annexed to these orders, be approved. 2. Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement proposed to be made between PGA Tour of Australasia Limited ACN 002 539 433 (PGA Tour) and the members of PGA Tour (PGA Tour Scheme), a copy of which is annexed to these orders, be approved. 3. Pursuant to s 411(12) of the Corporations Act 2001 (Cth), PGA and PGA Tour be exempted from compliance with the requirements of s 411(11) of the Corporations Act 2001 (Cth). 4. Pursuant to s 413(1) of the Corporations Act 2001 (Cth), and using the definitions in the PGA Scheme: (a) all of the Property and undertaking of PGA be transferred to and vested in New Golf Limited ACN 127 641 829 (New PGA) on and from 18 December 2007 without the need for any further act or deed; and (b) all of the Liabilities of PGA be transferred to and become Liabilities of New PGA on and from 18 December 2007 without the need for any further act or deed. 5. Pursuant to s 413(1) of the Corporations Act 2001 (Cth), and using the definitions in the PGA Tour Scheme: (a) all of the Property and undertaking of PGA Tour be transferred to and vested in New PGA on and from 18 December 2007 without the need for any further act or deed; and (b) all of the Liabilities of PGA Tour be transferred to and become Liabilities of New PGA on and from 18 December 2007 without the need for any further act or deed. 6. Pursuant to s 413(1)(g) of the Corporations Act 2001 (Cth), each of PGA and PGA Tour may disclose and transfer to New PGA all personal information held by each of them. 7. Pursuant to s 413(1)(g) of the Corporations Act 2001 (Cth), New PGA may use, disclose and otherwise handle all information transferred and vested in it by each of PGA and PGA Tour provided always that New PGA shall receive the information upon the same terms on which PGA or PGA Tour (as the case may be) held the information and subject to the Liabilities of PGA and PGA Tour (as the case may be) in respect of that information. 8. Pursuant to s 413(1)(d) of the Corporations Act 2001 (Cth), each of PGA and PGA Tour be deregistered without winding up on and from 21 December 2007. 9. There be reserved liberty to any party to apply for further orders under s 413(1) of the Corporations Act 2001 (Cth). 10. These orders be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules. IN THE FEDERAL COURT OF AUSTRALIA