Heartware Limited, in the matter of Heartware Limited [2008] FCA 1997

FEDERAL COURT OF AUSTRALIA

Heartware Limited, in the matter of Heartware Limited [2008] FCA 1997

HEARTWARE LTD, IN THE MATTER OF HEARTWARE LIMITED

NSD 1444 of 2008

EMMETT J

30 OCTOBER 2008

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1444 of 2008

IN THE MATTER OF HEARTWARE LIMITED HEARTWARE LIMITED

Plaintiff

JUDGE: EMMETT J

DATE OF ORDER: 30 OCTOBER 2008

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (the Act), the scheme of arrangement between the plaintiff and its members, a copy of which is annexed hereto and marked "A", be approved. 2. Pursuant to section 411(4)(b) of the Act, the scheme of arrangement between the plaintiff and the holders of options for shares in the plaintiff, a copy of which is annexed hereto and marked "B", be approved. 3. Pursuant to section 411(4)(b) of the Act, the scheme of arrangement between the plaintiff and the holders of performance rights in the plaintiff, a copy of which is annexed hereto and marked "C", be approved. 4. Pursuant to section 411(12) of the Act, the Plaintiff be exempted from compliance with section 411(11) of the Act, in relation to each of the schemes of arrangement referred to in Orders 1, 2 and 3. THE COURT NOTES THAT: 5. Prior to the commencement of the hearing for the above orders on 30 October 2008, that HeartWare International, Inc will rely on the exemption from registration under section 3(a)(10) of the United States Securities Act of 1933, based on the Court's approval of the schemes of arrangement referred to in Orders 1, 2 and 3. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules. IN THE FEDERAL COURT OF AUSTRALIA