Lion Nathan Limited, in the matter of Lion Nathan Limited [2009] FCA 870

FEDERAL COURT OF AUSTRALIA

Lion Nathan Limited, in the matter of Lion Nathan Limited [2009] FCA 870

Corporations Act 2001 (Cth) ss 260A, 411 Federal Court (Corporations) Rules 2000 (Cth) r 3.3(2) LION NATHAN LIMITED, IN THE MATTER OF LION NATHAN LIMITED

NSD 790 of 2009

EMMETT J

5 AUGUST 2009

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 790 of 2009

GENERAL DIVISION

LION NATHAN LIMITED

Plaintiff

JUDGE: EMMETT J

DATE OF ORDER: 5 AUGUST 2009

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. There be convened by the plaintiff a meeting of its shareholders other than Kirin Holdings Company, Limited ("Kirin") and its related bodies corporate ("Non-Kirin Shareholders") to be held at or about 10.00 am (Sydney time) on 17 September 2009 ("Scheme Meeting"), for the purposes of considering and, if thought fit, agreeing (with or without modification) to the proposed Scheme of Arrangement in the form set out in annexure "B" to the draft Scheme Booklet at Tab 5 of Exhibit "NAV-1" ("Scheme of Arrangement"). 2. The Scheme Meeting be held at the Grand Ballroom, the Hilton Sydney, 488 George Street, Sydney in New South Wales. 3. The explanatory statement, constituted in the form of the document entitled "Scheme Booklet" at Tab 5 of Exhibit "NAV-1", as amended by Exhibit "1", including the documents described therein respectively as annexures "A", "B", "C", "D", "E" and "F" and incorporating a letter and report of Lonergan Edwards & Associates Limited, be approved for distribution to the Non-Kirin Shareholders. 4. Notice of the Scheme Meeting be given to those Non-Kirin Shareholders whose address in the register of shareholders of the Plaintiff maintained by Computershare Investor Services Pty Limited is in New Zealand by dispatch of the documents referred to in Order 2 by bulk delivery via air courier from Sydney to Auckland (departing on or about 18 August 2009) and individual mail from Auckland by pre-paid ordinary post to each such shareholder (on or before 19 August 2009). 5. To the extent inconsistent with Order 3 above, rule 3.3(2) of the Federal Court (Corporations) Rules 2000 (Cth) not apply in respect of the Scheme Meeting. 6. Geoffrey Thomas Ricketts or, failing him, Duncan Harold Makeig are authorised to act as chairperson for the Scheme Meeting referred to in Order 1 above and report to the Court on the outcome of the meeting. 7. The chairperson of the Scheme Meeting appointed under Order 5 have power to adjourn the Scheme Meeting if, in his opinion, that is necessary or desirable. 8. Save for Regulation 5.6.13 of the Corporations Regulations 2001 (Cth), rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) shall not apply to the meeting referred to in Order 1 above. 9. The plaintiff be granted liberty to apply. 10. This proceeding be stood over until 7 October 2009 at 9:30 a.m. before Justice Emmett, or such other time as the Court directs, for consideration of orders approving the Scheme of Arrangement. 11. These orders be entered forthwith. THE COURT ORDERS THAT: 12. Until further order of the Court or except with the consent of the Plaintiff the following information and documents be treated as confidential and not be provided or disclosed to any person except as indicated in Order 14: (a) the passages of the affidavit of Jamie Clifford Tomlinson sworn on 3 August 2009 which are shaded yellow; (b) the passages of the first affidavit of Duncan Harold Makeig sworn on 4 August 2009 which are shaded yellow; (c) Exhibit JCT-1 in its entirety; and (d) the documents behind Tabs 52, 53, 54, 55 and 56 of Exhibit DHM-1. 13. Until further order of the Court or except with the consent of Kirin Holdings Company, Limited ("Kirin") the following information and documents be treated as confidential and not be provided or disclosed to any person except as indicated in Order 14: (a) paragraphs 17 to 19 inclusive of the affidavit of Hirotake Kobayashi affirmed 4 August 2009; (b) Exhibit HK-4 in its entirety; and (c) Exhibit HK-5 in its entirety. 14. Orders 13 and 14 do not restrict access to the information and documents identified in those orders to the following persons: (a) the Court and Court staff. (b) the Plaintiff, personnel of the Plaintiff and the Plaintiff's advisors; and (c) Kirin, personnel of Kirin and Kirin's advisors. 15. Subject to further order of the Court, at the conclusion of the hearing in this proceeding on 5 August 2009, the following Exhibits be returned to the solicitors for the Plaintiff to be kept in safe custody for at least 28 days following the conclusion of these proceedings: (a) Exhibit JCT-1 (b) Exhibit DHM-1; (c) Exhibit HK-4; and (d) Exhibit HK-5.