Re James Hardie Industries Limited [2001] NSWSC 741

New South Wales Supreme Court

CITATION : Re James Hardie Industries Limited [2001] NSWSC 741 revised - 28/08/2001 CURRENT JURISDICTION: Equity FILE NUMBER(S) : SC 3967/01 HEARING DATE(S) : 10/08/01, 13/08/01, 15/08/01, 20/08/01,23/08/01 JUDGMENT DATE : 23 August 2001

In the matter of JAMES HARDIE INDUSTRIES LIMITED (ACN 000 009 263) and the Corporations Act 2001: PARTIES : JAMES HARDIE INDUSTRIES LIMITED (ACN 000 009 263) (Applicant)

JUDGMENT OF : Santow J

COUNSEL : N C Hutley, SC (Applicant) K Cuneo/A Rich (ASIC) SOLICITORS : Allen, Arthur Robinson (Applicant) CATCHWORDS : CORPORATIONS — Scheme of Arrangement — Exchange into CUFS in Dutch company — Takeover protection in Articles — Disclosure — Classes — Divergent interest — Help centres. LEGISLATION CITED : Corporations Act 2001 s1109DA CASES CITED : Re Chevron (Sydney) Ltd [1963] VR 249 DECISION : Scheme meeting convened.

REVISED — 28 August, 2001 IN THE SUPREME COURT OF NEW SOUTH WALES IN EQUITY

SANTOW J

No. 3967/01 In the matter of JAMES HARDIE INDUSTRIES LIMITED (ACN 000 009 263) and the Corporations Act 2001 JAMES HARDIE INDUSTRIES LIMITED (ACN 000 009 263) Applicant

JUDGMENT — ex tempore 23 August 2001

INTRODUCTION 1 The proposed Scheme of Arrangement for which I am asked to make convening orders essentially involves the exchange of shares presently held in James Hardie Industries Limited ("JHIL") for shares in a new Dutch holding company ("JHI NV"). 2 The new shares in JHI NV are in the majority of cases to be held via a depository. This in turn provides the mechanism for those former shareholders in JHIL to hold the beneficial interest in the JHI NV shares via a security with the acronym CUFS. Those CUFS are tradeable on the ASX, though it is the shares which are, technically, thereby listed on the ASX. This mechanism permits paperless transfers, which would not be permitted in Holland. 3 There are only these matters to be noted: