Federal Court Orders Shareholder and Optionholder Meetings

OUTCOME: Allowed

FEDERAL COURT OF AUSTRALIA

In the matter of [COMPANY] [2003] FCA 756 IN THE MATTER OF [COMPANY] N 3030 OF 2003 GYLES J SYDNEY 1 JULY 2003

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 3030 OF 2003

IN THE MATTER OF MANAGESOFT CORPORATION [NAME] CORPORATION LIMITED

PLAINTIFF JUDGE: GYLES J

DATE OF ORDER: 1 JULY 2003

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(1) of the Corporations Act, the plaintiff, [COMPANY] (ABN 40 [PHONE]) ("[NAME]") convene a meeting ("the Shareholders Meeting") of the [NAME] of fully paid [NAME] shares in [NAME] ("[NAME]") for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement ("the [NAME] Scheme") being the Scheme substantially in the form of the draft, a copy of which is set out in Part 7 of Exhibit IXT-F ("the Scheme Booklet").

2. Pursuant to s 411(1) of the Corporations Act, [NAME] convene a meeting ("the Optionholders Meeting") of the [NAME] of fully paid options in [NAME] ("[NAME]") for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement ("the [NAME] Scheme") being the Scheme substantially in the form of the draft, a copy of which is set out in Section 7 of the Scheme Booklet.

3. The Shareholders Meeting be held at 3.00pm on 30 July 2003 at 56-[ADDRESS], [ADDRESS], Victoria 3128, Australia.

4. The Optionholders Meeting be held at 3.00pm on 30 July 2003 (or as soon thereafter as the Shareholders Meeting concludes or is adjourned) at 56-[ADDRESS], [ADDRESS], Victoria, 3128, Australia. 5. [NAME] of the Meetings be [NAME] and in his absence [NAME]. 6. [NAME] appointed to the Meetings have the power to adjourn the meetings in his/her absolute discretion.

7. All voting at each of the Meetings be by poll as declared by [NAME].

8. In respect of the Shareholders Meetings, two shareholders of [NAME] present at the Shareholders Meeting in person, or by proxy or by representative shall constitute a quorum.

9. In respect of the Optionholders Meeting, two optionholders of [NAME] present at the Optionholders Meeting in person, or by proxy or by representative shall constitute a quorum. 10. [NAME] advertise the Meetings in the form of the attached document in The Australian, The Sydney Morning Herald, The Advertiser and The Age newspapers no later than 7 July 2003.

11. Other than reg 5.6.13 of the Corporations Regulations 2001 (Cth), r 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) shall not apply to the meetings referred to in orders 1-2 above.

12. The proceedings be stood over to 13 August 2003 at 9.15am before Justice Gyles for the hearing of any application to approve the scheme.

13. Liberty to restore on two days' notice.

14. These Orders to be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 3030 OF 2003

IN THE MATTER OF [COMPANY] [COMPANY]

PLAINTIFF

JUDGE: GYLES J

DATE: 1 JULY 2003

PLACE: SYDNEY

REASONS FOR

JUDGMENT 1 These proposed schemes of arrangement between the plaintiff, [COMPANY], and its [NAME] and between the plaintiff and [NAME] are part of a corporate reconstruction which will effectively transfer the domicile of the business conducted by the plaintiff to the United States. The plaintiff will become the subsidiary of a [NAME] and the [NAME] and [NAME] will receive an interest in the [NAME] in lieu of their existing rights. 2 The commercial rationale for this restructure is set out in the explanatory booklet, which incorporates an independent report and tax and legal advice as to the consequences of the change. This should enable shareholders and [NAME] to assess where their best interests lie. The transaction of which the schemes form part is somewhat complicated because of the existence of preference shareholders, because of existing funding agreements and because of the international nature of the transaction. 3 With the assistance of counsel I have scrutinised the mechanics of the transaction with some care to ensure that existing shareholders and [NAME] do not suffer any unnecessary risk because of the overseas domicile of the [NAME]. I have made some suggestions to that end which have been incorporated into the proposed scheme. I am satisfied that the orders now proposed should be made. 4 In this matter I make orders in accordance with the short minutes of order which I have initialled, dated and placed with the papers. I certify that the preceding four (4) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Gyles.

Associate: Dated: 21 July 2003

Counsel for the Plaintiff: [redacted]

Solicitor for the Plaintiff: [redacted]

Date of Judgment: 1 July 2003