AGL Energy Services (Queensland) Pty Limited v AGL Energy Services Pty Limited (No 2) [2010] FCA 453

FEDERAL COURT OF AUSTRALIA

AGL Energy Services (Queensland) Pty Limited v AGL Energy Services Pty Limited (No 2) [2010] FCA 453 Citation: AGL Energy Services (Queensland) Pty Limited v AGL Energy Services Pty Limited (No 2) [2010] FCA 453

Parties: AGL ENERGY SERVICES (QUEENSLAND) PTY LIMITED v AGL ENERGY SERVICES PTY LIMITED

File number: NSD 346 of 2010

Judge: EMMETT J

Date of judgment: 19 April 2010

Date of hearing: 14, 19 April 2010

Place: Sydney

Division: GENERAL DIVISION

Category: No catchwords

Number of paragraphs: 3

Counsel for the Plaintiff: MB Oakes SC

Solicitor for the Plaintiff: Gilbert + Tobin

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY

GENERAL DIVISION NSD 346 of 2010

BETWEEN: AGL ENERGY SERVICES (QUEENSLAND) PTY LIMITED

Plaintiff

AND: AGL ENERGY SERVICES PTY LIMITED

Defendant

JUDGE: EMMETT J

DATE OF ORDER: 19 APRIL 2010

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(1) of the Corporations Act 2001 (the Corporations Act): (a) The Plaintiff convene a meeting of AGL Sales Pty Limited (ESQ Member)as its sole member, to be held on 20 April 2010 commencing at 10:30 am at Level 22, 101 Miller Street, North Sydney, New South Wales for the purpose of considering and, if thought fit, agreeing (with or without modification) to the proposed scheme of arrangement (in a form substantially equivalent to the form that appears at Attachment A of Exhibit "PASB-10") (the Scheme)between the Plaintiff and ESQ Member (the Scheme Meeting); (b) The explanatory statement is approved for distribution to ESQ Member, accompanied by the notice convening the Scheme Meeting. 2. Pursuant to section 1319 of the Act: (a) Service of the explanatory statement and notice of the Scheme Meeting may be effected by electronic means, or by hand delivery to a person who is a director, company secretary, proxy, corporate representative appointed under s 250D of the Corporations Act (Corporate Representative), or attorney under power, of ESQ Member, at any time before the Scheme Meeting commences; (b) The Scheme Meeting be chaired by Mr Michael Paul McWilliams, or failing him, Mr Stephen John Mikkelsen; (c) ESQ Member, present by proxy, Corporate Representative, or attorney under a power, shall constitute a quorum for the purposes of the Scheme Meeting; (d) The Scheme Meeting may, with the consent of the Chairman and ESQ Member, be conducted by telephone without either being present at the address stipulated in Order 1 above; (e) ESQ Member, being a body corporate, may appoint an individual as its representative to exercise the powers ESQ Member may exercise at the Scheme Meeting; (f) A proxy, appointment of a Corporate Representative, or power of attorney to act on behalf of ESQ Member at the Scheme Meeting may be delivered to the Chairman of the Scheme Meeting at any time before the commencement of the Scheme Meeting; (g) A resolution put to the vote at the Scheme Meeting to approve the Scheme, or any modification to the Scheme, may be decided by ESQ Member or its representative signing a record of the resolution; and (h) Regulations 5.6.11 to 5.6.36A of the Corporations Regulations 2001 not apply to the Scheme Meeting. 3. The proceeding be stood over to 10:15 am on 29 April 2010 for the hearing of any application to approve the Scheme. 4. These Orders be entered forthwith.