Australian Health Management Group Limited, in the matter of Australian Health Management Group Limited (No 1) [2008] FCA 1868

FEDERAL COURT OF AUSTRALIA

Australian Health Management Group Limited, in the matter of Australian Health Management Group Limited (No 1) [2008] FCA 1868

AUSTRALIAN HEALTH MANAGEMENT GROUP LIMITED, IN THE MATTER OF AUSTRALIAN HEALTH MANAGEMENT GROUP LIMITED

NSD 1534 OF 2008

EMMETT J

3 OCTOBER 2008

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1534 OF 2008

IN THE MATTER OF AUSTRALIAN HEALTH MANAGEMENT GROUP LIMITED AUSTRALIAN HEALTH MANAGEMENT GROUP LIMITED

Plaintiff

JUDGE: EMMETT J DATE OF ORDER: 3 OCTOBER 2008

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth), the Plaintiff convene a meeting ("Scheme Meeting") of the Participating Members of the Plaintiff (as defined in the draft explanatory statement contained in Exhibit 1) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement to be made between the Plaintiff and its Participating Members, a copy of which appears at Tab 6 of Exhibit BM1 in the proceeding. 2. The Scheme Meeting be held at the Sydney Masonic Centre, 66 Goulburn Street, Sydney, immediately after the general meeting of the Plaintiff's members to be held at 10.30 am on 8 December 2008. 3. Mr Christopher Doogan, or failing him, Mr Michael McMahon, be appointed chairman of the Scheme Meeting. 4. The chairman of the Scheme Meeting have power to adjourn the Scheme Meeting in his absolute discretion. The draft explanatory statement that is Exhibit 1 ("Explanatory Statement") be approved for distribution to the Participating Members of the Plaintiff substantially in the form of Exhibit 1. 5. The Plaintiff dispatch by pre-paid post to each Participating Member of the Plaintiff who is recorded in the Plaintiff's register of members as at 5.00 pm on 15 September 2008, and in the case of such a member of the Plaintiff whose registered address is outside Australia, by pre-paid air mail, or dispatch by air courier for overseas pre-paid post: (a) a document substantially in the form of the Explanatory Statement; (b) a letter from the Chairman of the Plaintiff, substantially in the form that appears at tab 9 of Exhibit BM1; (c) an allocation form, substantially in one of the forms that appear at tab 9 of Exhibit BM1; (d) a proxy form for the Scheme Meeting, substantially in the form that appears at tab 9 of Exhibit BM1; (e) a reply paid envelope pre-addressed to Link Market Services Ltd for return of the proxy; and (f) a payment authority, substantially in the form that appears at tab 9 of Exhibit BM1. 6. The Plaintiff dispatch the documents referred to in paragraphs (a) to (f) of Order 6 above on or before 4 November 2008 to each Prescribed Member (as that expression is defined in the Explanatory Statement). 7. The time by which Participating Members (or their attorneys) must return their proxy forms, or lodge their electronic proxy forms, for the Scheme Meeting be 10.30 am on 6 December 2008. 8. Voting at the Scheme Meeting be on a poll, except for procedural motions. 9. Other than reg 5.6.13, regs 5.6.12 to 5.6.36A of the Corporations Regulations 2001 (Cth) shall not apply to the Scheme Meeting. 10. Notice of the hearing of any application to approve the scheme of arrangement be published once in The Australian newspaper, by a notice substantially in the form of Annexure A to these orders, such notice to be published no later than 5 December 2008 and the Plaintiff otherwise be exempted from compliance with rule 3.4 of the Federal Court (Corporations) Rules 2000 (Cth). 11. The proceedings be stood over to 10 December 2008 at 9.00 am before Justice Emmett for the hearing of any application to approve the scheme of arrangement. 12. There be liberty to apply on one day's notice. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules. IN THE FEDERAL COURT OF AUSTRALIA