MBF Australia Limited, in the matter of MBF Australia Limited [2008] FCA 428

FEDERAL COURT OF AUSTRALIA

MBF Australia Limited, in the matter of MBF Australia Limited [2008] FCA 428

CORPORATIONS – scheme of arrangement – demutualisation scheme – company limited by guarantee – private health fund – policyholders – scheme by which trustee to hold membership for policyholders and appoints each policyholder to vote on its behalf at scheme meeting – conversion of company into company limited by shares. Held: order made for convening of scheme meeting.

Corporations Act 2001 (Cth) s 411 MBF AUSTRALIA LIMITED (ACN 000 057 590)

NSD 2358 of 2007

LINDGREN J

7 APRIL 2008

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 2358 of 2007

IN THE MATTER OF MBF AUSTRALIA LIMITED (ACN 000 057 590) BETWEEN: MBF AUSTRALIA LIMITED (ACN 000 057 590)

Plaintiff

JUDGE: LINDGREN J

DATE OF ORDER: 19 MARCH 2008

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth), the plaintiff (MBF) convene a meeting of the members of MBF for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement to be made between MBF and its members, a copy of which appears at Schedule 2 of Exhibit AJS-2 in the proceedings. 2. The meeting referred to in order 1 (the Meeting) be convened at City Recital Hall, Angel Place, Sydney, at 11.00 am on 12 May 2008. 3. Mr John Conde, or failing him, Mr Richard Humphry be appointed chairman of the Meeting. 4. The chairman appointed to the Meeting have power to adjourn the Meeting in his absolute discretion. 5. The draft explanatory statement that is Exhibit AJS-2 (the Explanatory Statement) be approved for distribution to the members of MBF and the policyholders referred to in order 6(g) below. 6. MBF despatch: (a) a document substantially in the form of the Explanatory Statement; (b) a letter from the Chairman of MBF, substantially in the form that appears at tab 9 of Exhibit AJS-1; (c) an allocation form, substantially in one of the forms that appear at tab 10 and tab 11 of Exhibit AJS-1; (d) a proxy form for the Meeting, substantially in the form that appears at tab 12 of Exhibit AJS-1; (e) a payment authority, substantially in the form that appears at tab 13 of Exhibit AJS-1, on or before 20 April 2008 by pre-paid post to: (f) each of the members of MBF; and (g) each Eligible Contributor (as that expression is defined in the Explanatory Statement) identified by MBF as at 29 February 2008, at the address recorded for that Eligible Contributor in MBF's records as at 29 February 2008 (or, in the case of an Eligible Contributor for whom MBF has identified an updated address as a result of the steps described in subparagraphs 62(d) and 62(e) of the affidavit of Allison Jane Smart affirmed 18 March 2008, that updated address), other than the persons referred to in paragraph 59 of the affidavit of Allison Jane Smart affirmed 18 March 2008. 7. MBF despatch the documents referred to in paragraphs (a) to (e) of order 6 above on or before 6 May 2008 to each Eligible Contributor (as that expression is defined in the Explanatory Statement) identified by MBF between 1 March 2008 and 2 May 2008, at the last known mailing address for that Eligible Contributor according to MBF's records or, if that Eligible Contributor asks that MBF send those documents to another address, that other address. 8. The time by which members (or their attorneys) must return their proxy forms, or lodge their electronic proxy forms, for the Meeting be 11.00 am on 10 May 2008. 9. Voting at the Meeting be on a poll, except for procedural motions. 10. When voting at the Meeting, the Trustee (as defined in the Explanatory Statement and, if there is more than one Trustee, each Trustee) shall be entitled to one vote in respect of each membership held by the Trustee (or that Trustee). 11. Other than regulation 5.6.13, regulations 5.6.12 to 5.6.36A of the Corporations Regulations 2001 shall not apply to the Meeting. 12. MBF publish a notice of the hearing of any application to approve the scheme of arrangement, substantially in the form of Annexure A to these orders, no later than 7 May 2008, in the following newspapers: The Adelaide Advertiser, The Australian, The Sydney Morning Herald, The Age, The Brisbane Courier Mail, The Canberra Times, The West Australian, The Darwin and Northern Territory News and The Hobart Mercury. 13. This proceeding be stood over to 14 May 2008 at 9.15 am before Justice Lindgren for the hearing of any application to approve the scheme of arrangement. 14. There be liberty to restore on one day's notice. 15. These Orders be entered forthwith.