RuleBurst Holdings Limited, In the matter of RuleBurst Holdings Limited [2008] FCA 1901

FEDERAL COURT OF AUSTRALIA

RuleBurst Holdings Limited, In the matter of RuleBurst Holdings Limited [2008] FCA 1901

RULEBURST HOLDINGS LIMITED, IN THE MATTER OF RULEBURST HOLDINGS LIMITED

NSD 1683 of 2008

EMMETT J

7 NOVEMBER 2008

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1683 of 2008

IN THE MATTER OF RULEBURST HOLDINGS LIMITED, RULEBURST HOLDINGS LIMITED

ACN 110 750 019

Plaintiff

JUDGE: EMMETT J

DATE OF ORDER: 7 NOVEMBER 2008

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth), the Plaintiff ("RuleBurst") convene: 1.1 a meeting ("Share Scheme Meeting") of the holders of shares in RuleBurst ("RuleBurst Shareholders");

1.2 a meeting ("Note Scheme Meeting") of the holders of convertible notes in RuleBurst ("RuleBurst Noteholders");

1.3 a meeting ("Option Scheme Meeting") of the holders of options to subscribe for shares in RuleBurst ("RuleBurst Optionholders"),

for the purpose of respectively considering and, if thought fit, agreeing (with or without modification) to schemes of arrangement proposed to be made between RuleBurst and its respective:

1.4 Shareholders ("Share Scheme");

1.5 Noteholders ("Note Scheme");

1.6 Optionholders ("Option Scheme"),

the terms of which are contained in sections 12, 14 and 18 respectively of the Scheme Booklet which is Exhibit 1 in this proceeding ( "Scheme Booklet").

2. The Share Scheme Meeting be held at 10:00am(Australian Eastern Daylight (Savings) Time ("AEDST")) on 8 December 2008 at Chatswood RSL, 446 Victoria Avenue, Chatswood, in the State of New South Wales. 3. The Note Scheme Meeting be held at 11:00 am (AEDST), or as soon thereafter as the Share Scheme Meeting has concluded on 8 December 2008 at Chatswood RSL, 446 Victoria Avenue, Chatswood, in the State of New South Wales. 4. The Option Scheme Meeting be held at 12:00pm (AEDST), or as soon thereafter as the Note Scheme Meeting has concluded on 8 December 2008 at Chatswood RSL, 446 Victoria Avenue, Chatswood, in the State of New South Wales. 5. Mr Matthew Perrin, or failing him, Mr Maximilian Walsh, be appointed chairman of the Scheme Meetings. 6. The chairman appointed to the Scheme Meetings have power to adjourn the Scheme Meetings in his absolute discretion. 7. The explanatory statement in the Scheme Booklet be approved for distribution to RuleBurst Shareholders, RuleBurst Noteholders and RuleBurst Optionholders. 8. On or before 14 November 2008, RuleBurst publish once in The Australian newspaper, a notice substantially in the form of Annexure A to these orders. 9. On or before 12 November 2008, there be personally served on or dispatched by pre-paid ordinary post (or in the case of overseas shareholders, noteholders or optionholders, by airmail) to: 9.1 each shareholder of RuleBurst whose names appear in the RuleBurst Register of Shareholders as at 5.00 pm on 10 November 2008;