Anzon Energy Limited, in the matter of Anzon Energy Limited [2007] FCA 2080

FEDERAL COURT OF AUSTRALIA

Anzon Energy Limited, in the matter of Anzon Energy Limited [2007] FCA 2080

ANZON ENERGY LIMITED (ABN 43 097 972 364) NSD 2393 OF 2007

LINDGREN J

14 DECEMBER 2007

SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 2393 OF 2007

IN THE MATTER OF ANZON ENERGY LIMITED (ABN 43 097 972 364) BETWEEN: ANZON ENERGY LIMITED (ABN 43 097 972 364)

Plaintiff

JUDGE: LINDGREN J DATE OF ORDER: 14 DECEMBER 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Corporations Act): a) Anzon Energy Limited ABN 43 097 972 364 (Anzon Energy) convene a meeting (Scheme Meeting) of the holders of ordinary shares in Anzon Energy, other than the holders of Excluded Shares in respect of those Excluded Shares(Anzon Energy 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 Anzon Energy and Anzon Energy Shareholders (Scheme), being the scheme substantially in the form of the draft contained in section 19 of the scheme booklet containing the explanatory statement in relation to the Scheme, being Exhibit "A" in these proceedings (Scheme Booklet). b) The Scheme Meeting be held at 2 pm (Australian Eastern Standard Time) on 29 January 2008 at Bradfield Room 2, Harbourview Hotel, 17 Blue Street, North Sydney, NSW. c) The Chairperson of the Scheme Meeting be Michael Norman Arnett and in his absence Andrew Alexander Young. 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 Anzon Energy share they are registered as holding at 2 pm (Australian Eastern Standard Time) on 28 January 2008. g) The explanatory statement in the Scheme Booklet for the Scheme be approved for distribution to Anzon Energy Shareholders. h) On or before 21 December 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; iii) an election form for the scheme consideration; iv) a reply paid (for use in Australia only) envelope addressed to Computershare Investor Services Pty Limited for the return of the proxy form; and v) a reply paid (for use in Australia only) envelope addressed to Computershare Investor Services Pty Limited for the return of the election form, in the case of each Anzon Energy Shareholder who has a registered address in Australia, by prepaid post and, in the case of each Anzon Energy 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 Anzon Energy register of members. i) The time by which the Anzon Energy Shareholders must return their proxy forms for the Scheme Meeting be 2 pm (Australian Eastern Standard Time) on 28 January 2008. j) Anzon Energy place an advertisement in The Australian newspaper, substantially in the form of "Annexure A" to these Orders, no later than 29 January 2008 and Anzon Energy 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, Anzon Energy 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 Anzon Energy Scheme Meeting. 3. The plaintiff exercise the liberty to apply referred to in Order 5 if the plaintiff proposes to advise the Anzon Energy Shareholders of any material change in the estimated Anzon Energy Merger Ratio (as defined in the Scheme Booklet). 4. The proceedings be stood over to 1 February 2008 at 9.45 am before Justice Lindgren 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 Anzon Energy held by ARC Energy limited ABN 74 009 204 031 or its Related Bodies Corporate (as defined in section 50 of the Corporations Act).