Coates Hire Limited (ACN 073 603 586) No 2, in the matter of Coates Hire Limited (ACN 073 603 586) [2007] FCA 2105

FEDERAL COURT OF AUSTRALIA

Coates Hire Limited (ACN 073 603 586) No 2, in the matter of Coates Hire Limited (ACN 073 603 586) [2007] FCA 2105

IN THE MATTER OF COATES HIRE LIMITED (ACN 073 603 586) NSD2126 OF 2007

EMMETT J

20 DECEMBER 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD2126 OF 2007

IN THE MATTER OF COATES HIRE LIMITED (ACN 073 603 586) COATES HIRE LIMITED (ACN 073 603 586)

Plaintiff

JUDGE: EMMETT J

DATE OF ORDER: 20 DECEMBER 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 411(4) of the Corporations Act 2001 (Cth) (the Act), the Scheme of Arrangement between the Plaintiff and its members (the Scheme) annexed hereto be approved. 2. Pursuant to section 411(12) of the Act, the Plaintiff be exempt from compliance with section 411(11) of the Corporations Act in relation to the Scheme. 3. These orders be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

Scheme of Arrangement

Pursuant to section 411 of the Corporations Act 2001 (Cth) Parties Between: Coates Hire Limited (ABN 70 073 603 586) of 250 Parramatta Road, Flemington NSW 2140 (Coates) And: The holders of fully paid ordinary shares in the capital of Coates

1. Definitions and Interpretation

1.1 Definitions The following definitions apply unless the context requires otherwise. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited (ABN 98 008 624 691) or, as the context requires, the financial market operated by it. ASX Listing Rules means the official listing rules of ASX. Bidco means Ned Group Holdings Pty Limited (ACN 126 739 240). Business Day has the meaning given in the ASX Listing Rules. CHESS means the clearing house electronic sub-register system of share transfers operated by ASX Settlement and Transfer Corporation Pty Limited (ACN 008 504 532). Coates Shareholder means a person who is recorded in the Register as the holder of Coates Shares. Coates Shares means fully paid ordinary shares in the capital of Coates. Corporations Act means the Corporations Act 2001 (Cth). Court means a court of competent jurisdiction under the Corporations Act. Covenantor means Ned Operations Pty Limited(ACN 126 069 341). Deed Poll means the Deed Poll executed by Bidco and the Covenantor on 9 November 2007 in favour of Scheme Participants. End Date means 29 February 2008, or such later date as Coates and Bidco may agree in writing. Effectivemeans the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) in relation to the Scheme. Effective Date means the date on which the Scheme becomes Effective. Guarantor means CAP Orange Holding B.V. of 8 Queensway, 2 Pacific Place, Hong Kong. Implementation Agreement means the Scheme Implementation Agreement dated 2 October 2007 between Coates, Bidco, the Covenantor and the Guarantor relating to the implementation of the Scheme. Implementation Date means the fifth Business Day following the Record Date. Record Datemeans 5.00pm on 2 January 2008, or such other date as notified by Coates to the ASX. Register means the register of members of Coates. Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act between Coates and the Coates Shareholders as set out in this document, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act. Scheme Consideration means $6.06 cash for each Coates Share held by a Scheme Participant as at the Record Date. Scheme Participant means a person who is a Coates Shareholder as at the Record Date (other than Bidco to the extent that it holds Coates Shares). Second Court Datemeans the first day on which the application made to the Court for an order pursuant to section 411(4)(b) of the Corporations Act approving the Scheme is heard or, if the application is adjourned for any reason, the first day on which the adjourned application is heard. Special Dividend means a fully franked cash dividend of $0.53 for each Coates Share held by a Scheme Participant as at the Special Dividend Record Date. Special Dividend Record Date means 5.00pm on 2 January 2008, or such other date as notified by Coates to the ASX.