Alinta Limited (ABN 11 119 985 590), in the matter of Alinta Limited (ABN 11 119 985 590) No 3 [2007] FCA 1416

Federal Court of Australia|2007-08-17|Before: Emmett J

Pursuant to sections 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) (Corporations Act), the schemes of arrangement between Alinta Limited (ABN 11 119 985 590) (Alinta) and the holders of shares in Alinta and between Alinta and the holders of options to acquire shares in Alinta, in the form annexed hereto, be approved. 2. Pursuant to section 411(12) of the Corporations Act, the Plaintiff be exempted from compliance with section 411(11) of the Corporations Act in relation to the schemes of arrangement. 3. These orders be entered forthwith.

Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

Scheme of Arrangement Alinta Limited The holders of fully paid ordinary shares issued in the capital of Alinta Limited

CONTENTS

INTERPRETATION........................................................................................................... 5 1.1 Definitions.................................................................................................................. 5 1.2 Interpretation........................................................................................................... 12 1.3 Business Day........................................................................................................... 13
CONDITIONS................................................................................................................. 13 2.1 Conditions precedent to the Share Scheme............................................................... 13 2.2 Certificate in relation to conditions............................................................................ 13 2.3 Effective Date.......................................................................................................... 13 2.4 End date.................................................................................................................. 14
SHARE SCHEME............................................................................................................ 14 3.1 The Share Scheme................................................................................................... 14 3.2 Transfer of Scheme Shares....................................................................................... 14 3.3 Transfer Documentation........................................................................................... 15 3.4 Elections of Relevant Consideration Alternative......................................................... 15 3.5 Provision of Share Scheme Consideration................................................................. 16 3.6 APA Distribution..................................................................................................... 17 3.7 BBI EPS................................................................................................................. 18 3.8 Ineligible Overseas Shareholders and Cash Out Facility............................................ 18 3.9 Fractional entitlements.............................................................................................. 20 3.10 Registration and holding statements........................................................................... 21 3.11 Interest.................................................................................................................... 22 3.12 Joint holders............................................................................................................ 22 3.13 New B&B Fund Securities to rank equally............................................................... 22
DEALINGS IN ALINTA SHARES.................................................................................. 22 4.1 Dealings in Alinta Shares by Share Scheme Participants............................................ 23 4.2 Alinta Share Register................................................................................................ 23 4.3 Holding statements of no effect from Record Date.................................................... 23 4.4 Alinta to provide contact information for Share Scheme Participants.......................... 23
GENERAL PROVISIONS............................................................................................... 23 5.1 Appointment of agent and attorney........................................................................... 23 5.2 Enforcement of Deed Poll........................................................................................ 24 5.3 Share Scheme Participants' consent.......................................................................... 24 5.4 Amendments to the Share Scheme........................................................................... 25 5.5 GST 25 5.6 Share Scheme Participant warranty.......................................................................... 25
MISCELLANEOUS......................................................................................................... 25 6.1 Inconsistencies......................................................................................................... 25 6.2 Further assurance..................................................................................................... 25 6.3 Costs26 6.4 Governing law.......................................................................................................... 26 6.5 Notices.................................................................................................................... 26 6.6 Lodgement of Court order with ASIC...................................................................... 26

SCHEME OF ARRANGEMENT MADE UNDER SECTION 411 OF THE CORPORATIONS ACT 2001 (CTH) PARTIES Alinta Limited ABN 11 119 985 590 of Alinta Plaza, 12-14 The Esplanade, Perth, Western Australia, 6000 (Alinta) The holders of fully paid ordinary shares issued in the capital of Alinta

RECITALS A. Alinta is a public company incorporated in the State of Western Australia. It is admitted to the Official List of ASX and Alinta Shares are quoted on the stock market conducted by ASX. B. Alinta has 495,218,848 Alinta Shares on issue as at 27 June 2007. C. Alinta, the Bidder and the Covenantors have entered into the Amended and Restated Scheme Implementation Agreement pursuant to which, among other things, Alinta has agreed to propose and (subject to the satisfaction of certain conditions) implement this Share Scheme. D. If this Share Scheme becomes Effective, then: (a) the APA Distribution will occur; (b) the Scheme Shares will be transferred to the Bidder; and (c) Alinta and the Bidder will provide the Relevant Consideration Alternative to the Share Scheme Participants for each Alinta Share held by those Share Scheme Participants, each step to be taken in accordance with the provisions of this Share Scheme. E. The Bidder and the Covenantors have entered into the Deed Poll for the purpose of covenanting in favour of the Alinta Shareholders to perform their obligations under the Share Scheme and the Amended and Restated Scheme Implementation Agreement. OPERATIVE PROVISIONS

INTERPRETATION 1.1 Definitions In this Share Scheme, unless the contrary intention appears or the context requires otherwise: AlintaAGL means AlintaAGL Pty Ltd and its controlled entities. Alinta Board means the board of directors of Alinta. Alinta Constitution means the constitution of Alinta. Alinta Director means a director of Alinta. Alinta Group means Alinta and each of its subsidiaries. Alinta Option means each option to subscribe for an Alinta Share. Alinta Share means each fully paid ordinary share in Alinta. Alinta Shareholder means each person entered in the Alinta Share Register as a holder of Alinta Shares. Alinta Share Register means the register of Alinta Shareholders maintained under section 169 of the Corporations Act. Amended and Restated Scheme Implementation Agreement means the agreement dated 11 May 2007 between Alinta, the Bidder and the Covenantors to carry into effect, among other things, the Share Scheme, as amended. APA Distribution means, subject to clauses 3.6(a) and 3.8: (a) the distribution by Alinta of 0.301 APA Group Securities; (or (b) if some or all of the Alinta Group's APA Group Securities have been sold, the distribution by Alinta of: (i) an amount of cash determined by dividing the net amount realised by the Alinta Group on the sale of APA Group Securities by the number of Alinta Shares and Alinta Options on issue on the Record Date; and (ii) if some of the Alinta Group's APA Group Securities have not been sold, a number of APA Group Securities determined by dividing the number of remaining APA Group Securities by the number of Alinta Shares and Alinta Options on issue on the Record Date), for each Scheme Share, by way of a combination of equal capital reduction and dividend. APA Group means Australian Pipeline Trust ARSN 091 678 778 and APT Investment Trust ARSN 115 585 441. APA Group Securities means units in Australian Pipeline Trust ARSN 091 678 778 stapled to units in APT Investment Trust ARSN 115 585 441. ASIC means the Australian Securities and Investments Commission. ASTC means the ASX Settlement and Transfer Corporation. ASTC Settlement Rules means the operating rules of the settlement facility of the ASTC for the purposes of the Corporations Act. ASX means the ASX Limited ABN 98 008 624 691. Base Consideration means the consideration for each Scheme Share that forms the basis for calculation of the consideration available under the Share Scheme provided under the Relevant Consideration Alternatives in accordance with schedule 1, being (subject to further adjustments under schedule 1): (a) $8.925 in cash; (b) the issue of 1.599 BBI EPS; (c) the issue of 0.752 BBI Securities; (d) the issue of 0.669 BBP Securities; and (e) the issue of 0.26 BBW Securities, with the cash consideration referred to in paragraph (a) adjusted as follows: (f) reduced by the amount of any Transaction Dividends, but only to the extent that the Transaction Dividends: (i) exceed in aggregate the amount of any distributions that Alinta has received or becomes entitled to receive on or before the Implementation Date in respect of the Alinta Group's APA Group Securities divided by the number of Alinta Shares and Alinta Options on issue at the Record Date; and (ii) do not represent payment of the APA Distribution or payment of any increase in Share Scheme Consideration pursuant to paragraph (h) below; (g) increased by an amount equal to $20 million for each month that Implementation is delayed after 31 August 2007 but only to the extent that such delay is caused by a breach of the Amended and Restated Scheme Implementation Agreement by the Bidder (such amount to be pro-rated if Implementation occurs during a month) divided by the number of Alinta Shares and Alinta Options on issue on the Record Date; and (h) increased or reduced by the amount by which the Working Capital of Alinta as at 30 June 2007 is greater than $190,240,000 or less than $184,240,000 (as the case may be) divided by the number of Alinta Shares and Alinta Options on issue on the Record Date. B&B Fund Securities means BBI Securities, BBP Securities and BBW Securities. BBI means Babcock & Brown Infrastructure Limited ABN 61 100 364 234 and Babcock & Brown Infrastructure Trust ARSN 100 375 479. BBI EPS means exchangeable preference shares issued by BBI EPS Limited ACN 125 830 631 for face value of $1.00, the terms of which are set out in Annexure G to the Booklet. BBI EPS Issuer means BBI EPS Limited ACN 125 830 631. BBI Security means a stapled security in BBI, comprising one fully paid share in Babcock & Brown Infrastructure Limited ACN 100 364 234 and one fully paid unit in Babcock & Brown Infrastructure Trust ARSN 100 375 479. BBP means Babcock & Brown Power Limited ACN 116 665 608 and Babcock & Brown Power Trust ARSN 122 375 562. BBP Security means a stapled security in BBP, comprising one share in Babcock & Brown Power Limited ACN 116 665 608 and one unit in Babcock & Brown Power Trust ARSN 122 375 562. BBW means Babcock & Brown Wind Partners Limited ABN 39 105 051 616, Babcock & Brown Wind Partners (Bermuda) Limited ARBN 116 360 715 and Babcock & Brown Wind Partners Trust ARSN 116 244 118. BBW Security means a stapled security in BBW, comprising one ordinary share in Babcock & Brown Wind Partners Limited ABN 39 105 051 616, one ordinary share in Babcock & Brown Wind Partners (Bermuda) Limited ARBN 116 360 715 and one unit in Babcock & Brown Wind Partners Trust ARSN 116 244 118. Bidder means ES & L PtyLimitedACN 124 513 971. Bidder Board means the board of directors of Bidder. Bidder Director means a director of Bidder. Booklet means the booklet prepared under section 412 of the Corporations Act for distribution to Alinta Shareholders explaining the Share Scheme and containing, among other things, the explanatory statement as required by Part 5.1 of the Corporations Act in relation to the Share Scheme. Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Sydney, Perth and Singapore. Cash Out Alternative has the meaning given in 0. Cash Out Facility means the Nominee sale facility described in clause 3.8. CHESS means the Clearing House Electronic Sub-register System. Corporations Act means the Corporations Act 2001 (Cth) and the regulations made under that Act. Covenantor has the meaning given to it in the Amended and Restated Scheme Implementation Agreement. Court means the Federal Court of Australia. Deed Poll means the deed poll dated 3 July2007 executed by the Bidder and the Covenantors in favour of the Scheme Participants (subject to any amendments permitted by its terms). Default Consideration has the meaning given in schedule 1. DESP means Alinta Deferred Employee Share Plan established by Alinta on 11 October 2006. DESP Participant means a participant in the DESP. DESP Trustee means CPU Share Plans Pty Limited ABN 20 081 600 875 as trustee of the DESP. Effective means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) (and, if applicable, section 411(6)) in relation to the Share Scheme. Effective Date means the date on which the Share Scheme becomes Effective. Electing Small Alinta Shareholderhas the meaning given in clause 3.8(b). Electing Unmarketable Parcel Shareholder has the meaning given in clause 3.8(c)(i). First Court Date means the first day of the hearing of the Court of an application for an order under section 411(1) convening the Scheme Meeting. GST has the same meaning as GST in the A New Tax System (Goods & Services Tax) Act 1999 (Cth). Implementation means implementation of the Share Scheme, upon it becoming Effective. Implementation Date means 31 August 2007, being the day which is 6 Business Days after the Record Date (or any other date agreed in writing by Alinta and the Bidder). Ineligible Overseas Shareholder means a Share Scheme Participant whose Registered Address is in a jurisdiction other than Australia and its external territories, the United Kingdom, Hong Kong and New Zealand or who is a US Shareholder. Maximum Cash Consideration has the meaning given in schedule 1. Maximum Preference Shares Consideration has the meaning given in schedule 1. Maximum Securities Consideration has the meaning given in schedule 1. Nominee means a person nominated by the Bidder prior to the Second Court Date and approved by Alinta (such approval not to be unreasonably withheld or delayed). Nominee Cash Out Securities has the meaning given in clause 3.8(d). NZ Shareholder means a Share Scheme Participant whose Registered Address is in New Zealand. Official List means the official list of ASX. Participating Alinta Shareholder has the meaning given in clause 3.8(d). Record Date means 7.00pm (Sydney time) on the day which is4Business Days after the Effective Date, or any other date agreed by the partiesto be the record date to determine entitlements to receive the APA Distribution and the Share Scheme Consideration under the Share Scheme. Registered Address means, in relation to a Share Scheme Participant, the address of that Share Scheme Participant shown in the Alinta Share Register on the Record Date. Relevant Consideration Alternative means the form of consideration elected by a Share Scheme Participant as determined under clause 3.4. Scheme Meeting means the meeting to be convened by the Court pursuant to section 411(1) of the Corporations Act, to consider the Share Scheme (and includes any general meeting of Alinta Shareholders required to approve the APA Distribution, under section 256C(1) of the Corporations Act). Scheme Participant means each Alinta Shareholder and each Alinta Optionholder on the Record Date. Scheme Share means an Alinta Share on issue at the Record Date. Second Court Date means the first day on which the Court hears the application for an order under section 411(4)(b) approving the Share Scheme or, if the application is adjourned or subject to appeal for any reason, the first day on which the adjourned or appealed application is heard. Share Scheme means the scheme of arrangement between Alinta and Alinta Shareholders as set out in this document, subject to any alterations or conditions agreed to by Alinta and the Bidder which are made or required by the Court pursuant to section 411 of the Corporations Act. Share Scheme Consideration means the consideration determined in accordance with schedule 1 under the Relevant Consideration Alternative to be provided under the Share Scheme to Share Scheme Participants for the transfer to the Bidder of each Scheme Share (and subject to clauses 3.8 and 3.9). Share Scheme Participant means each Alinta Shareholder on the Record Date. Small Alinta Shareholder means a Share Scheme Participant that is registered as the holder of 1,000 Alinta Shares or less at the Record Date. Small Ineligible Overseas Shareholder means a Small Alinta Shareholder which is also an Ineligible Overseas Shareholder. Transaction Dividend means any dividend or dividends which Alinta, in its discretion, notifies to the Bidder in writing and announces and pays after the date of this document and before the Implementation Date (not including the final dividend of 8.375 cents per Alinta Share announced on 28 February 2007) which dividend or dividends will be franked to the maximum extent possible and must not exceed in aggregate an amount per Alinta Share equal to $500 million divided by the number of Alinta Shares and Alinta Options on issue, plus: (a) the amount of any distributions that Alinta has received or becomes entitled to receive on or before the Implementation Date in respect of the Alinta Group's APA Group Securities divided by the number of Alinta Shares and Alinta Options on issue; (b) the amount of any dividends which represent payment of the APA Distribution; and (c) the amount of any increase in Share Scheme Consideration referred to in paragraph (h) of the definition of Base Consideration. Unmarketable Parcel means securities which are not in a marketable parcel as defined in the market rules of ASX (with such securities being valued for this purpose at their Value as defined in the schedule 1). US Shareholder means a Share Scheme Participant who: (a) is a resident of, or a person in, the United States; or (b) holds Scheme Shares on behalf of a resident of, or a person in, the United States who beneficially owns Scheme Shares, provided that (for the avoidance of doubt) such Share Scheme Participant will not be a US Shareholder in respect of any other holding of Scheme Shares that is separately noted on the Register if a resident of, or a person in, the United States does not beneficially own any Scheme Shares in such separately noted holding. Working Capital of Alinta means the working capital of Alinta (excluding AlintaAGL) calculated by Alinta (reviewed by PricewaterhouseCoopers Securities Limited and in consultation with the Bidder) using the same methodology as that used by Alinta to prepare the document entitled "Alinta Working Capital - 30 June 2007" and initialled by Alinta and the Bidder for the purposes of identification. For the purposes of this definition, working capital: (a) includes current receivables, inventory and accounts payable (trade/other creditors); (b) excludes current prepayments, financial assets, deferred costs, interest receivables, hedge receivables, related party receivables and other current assets; (c) excludes cash, current borrowings and interest bearing liabilities, tax liabilities, provisions, financial liabilities, interest payables, hedge payables, related party payables and other current liabilities; and (d) excludes all items of a non-current nature. 1.2 Interpretation In this Share Scheme, unless the contrary intention appears or the context requires otherwise: (a) words and phrases (other than those defined in clause 1.1) have the same meaning (if any) given to them in the Corporations Act; (b) the singular includes the plural and vice versa; (c) each gender includes the other genders; (d) references to persons includes references to individuals, corporations, other bodies corporate or bodies politic; (e) references to paragraphs or clauses are to a paragraph or clause of this document; (f) a reference to a statute, regulation or agreement is to such a statute, regulation or agreement as from time to time amended; (g) a reference to a section is a reference to a section of the Corporations Act; (h) a reference to a person includes a reference to a person's executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns; (i) if a time period is specified and dates from a given date or the day of an act or event, it is to be calculated exclusive of that day; (j) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; (k) a reference to any time is a reference to that time in Sydney, Australia; (l) a reference to 'dollars' or '$' is to the lawful currency of the Commonwealth of Australia; (m) a reference to a document is to that document as varied, novated, ratified or replaced from time to time; (n) the interpretation of a substantive provision is not affected by any heading; and (o) 'includes' in any form is not a word of limitation. 1.3 Business Day Except where otherwise expressly provided, where the day on which any act, matter or thing is to be done is a day other than a Business Day, that act, matter or thing shall be done on the next Business Day.
CONDITIONS 2.1 Conditions precedent to the Share Scheme This Share Scheme is conditional upon: (a) each condition precedent set out in clause 3.2 of the Amended and Restated Scheme Implementation Agreement being satisfied or, subject to the terms of the Amended and Restated Scheme Implementation Agreement, being waived or taken to have been waived; and (b) as at 8.00am on the Second Court Date, the Amended and Restated Scheme Implementation Agreement having not been terminated.

2.2 Certificates in relation to conditions (a) Alinta must provide to the Court on the Second Court Date a certificate which is authorised by the Alinta Board and signed by at least one Alinta Director (or such other evidence as the Court may request) stating, to the best of its knowledge, whether or not the conditions precedent set out in clause 3.2 (other than clause 3.2(b)) of the Amended and Restated Scheme Implementation Agreement, have been satisfied or, subject to the terms of the Amended and Restated Scheme Implementation Agreement, waived or taken to be waived. (b) Alinta must procure the Bidder to provide to the Court on the Second Court Date a certificate which is authorised by the Bidder Board and signed by at least one Bidder Director (or such other evidence as the Court may request) stating, to the best of its knowledge, whether or not the conditions precedent set out in clause 3.2 (other than clause 3.2(b)) of the Amended and Restated Scheme Implementation Agreement, have been satisfied or, subject to the terms of the Amended and Restated Scheme Implementation Agreement, waived or taken to be waived. (c) The certificates referred to in clauses 2.2(a) and (b) together constitute conclusive evidence that such conditions precedent are satisfied, waived or taken to be waived. 2.3 Effective Date This Share Scheme takes effect on the Effective Date. 2.4 End date Subject to any extension under clause 3.7 of the Amended and Restated Scheme Implementation Agreement, and, if required, approval by the Court, this Share Scheme lapses and has no further force or effect if the Effective Date is not on or before 30 November 2007. 3. SHARE SCHEME 3.1 The Share Scheme (a) Subject to provision by the Bidder of the Share Scheme Consideration in accordance with clause 3.5, the Scheme Shares, together with all rights and entitlements attaching to those shares as at the Implementation Date (not including entitlement to the APA Distribution), will, without the need for any further act by any Share Scheme Participant (other than acts performed by Alinta or its directors as attorney or agent for Share Scheme Participants under clauses 3.2 and 51.), be transferred to the Bidder, and the transfer will be deemed to be effective, on the Implementation Date following the APA Distribution. (b) Alinta will, subject to the terms of the Share Scheme, provide each Share Scheme Participant with the APA Distribution for each Scheme Share held by that Share Scheme Participant, prior to the transfer of the Scheme Shares to the Bidder (in accordance with clause 3.6). (c) Alinta will procure the Bidder, subject to the terms of the Share Scheme, to provide each Share Scheme Participant with the Share Scheme Consideration for each Scheme Share held by that Share Scheme Participant. 3.2 Transfer of Scheme Shares For the purpose of transferring the Scheme Shares to the Bidder in accordance with clause 3.1(a), each Share Scheme Participant irrevocably appoints Alinta and each Alinta Director severally as its true and lawful attorney, and Alinta accepts such appointment, with effect from the Effective Date with power: (a) in the case of Scheme Shares in a CHESS Holding: (i) to cause a message to be transmitted to ASTC in accordance with ASTC Settlement Rules so as to transfer to the Bidder the Scheme Shares held by the Share Scheme Participant from the CHESS sub-register of Alinta to the issuer sponsored sub-register operated by Alinta; or (ii) to complete and sign on behalf of Share Scheme Participants any required form of transfer to the Bidder of such Scheme Shares (which may be a master transfer of all Scheme Shares); (b) in the case of Scheme Shares that are registered in the issuer sponsored sub-register of the Alinta Share Register, to complete and sign on behalf of Share Scheme Participants any required form for the transfer to the Bidder of such shares (which may be a master transfer of all Scheme Shares); and (c) in the case of all Scheme Shares, to exercise all powers and rights which the Share Scheme Participant could lawfully exercise as the registered holder of the Scheme Shares including without limitation attending and voting at any meeting of Alinta (which meeting the Share Scheme Participant undertakes not to otherwise attend or vote at in person or by proxy or other representative), requisitioning any meeting of Alinta and doing all things incidental and ancillary to any of the foregoing and it is acknowledged and agreed that in exercising such powers the attorney may act in the interests of the Bidder, and will act at its direction, as the intended registered holder of those shares. 3.3 Transfer Documentation On the Implementation Date, after the Bidder (as transferee) executes the share transfer forms (or master share transfer form) referred to in clauses 3.2(a) and 3.2(b) and delivers that executed form or those executed forms to Alinta for registration, Alinta must immediately register the Bidder as the holder of the Scheme Shares in the Alinta Share Register. 3.4 Elections of Relevant Consideration Alternative (a) Subject to clauses 3.4(b), (c) and (d), each Share Scheme Participant may elect to receive (in addition to the APA Distribution) one of the following forms of consideration: (i) the Default Consideration; (ii) the Maximum Preference Shares Consideration; (iii) the Maximum Cash Consideration; (iv) the Maximum Securities Consideration; or (v) the Cash Out Alternative, by completing the election form which accompanies the Booklet and returning it to the address specified in the election form so that it is received prior to the Record Date. (b) Only a Small Alinta Shareholder may elect the Cash Out Alternative and any such election by a Share Scheme Participant who is not a Small Alinta Shareholder will not be a valid election. (c) A NZ Shareholder may not elect the Maximum Preference Shares Consideration and any such election will not be a valid election (and other elections by a NZ Shareholder will be subject to paragraph 1(i) of schedule 1). (d) An Ineligible Overseas Shareholder may not make an election and any election purportedly made by it will not be a valid election. (e) Any Share Scheme Participant who has not made a valid election in accordance with clauses 3.4(a), (b) or (c), and any Ineligible Overseas Shareholder, is for the purpose of the Share Scheme deemed to have validly elected to receive the Default Consideration (in addition to the APA Distribution) (in the case of Ineligible Overseas Shareholders, subject to clause 3.8 and subject to paragraph 1(i) of schedule 1 and, in the case of NZ Shareholders, subject to paragraph 1(i) of schedule 1). (f) Any Share Scheme Participant validly electing to receive the Maximum Cash Consideration may make a further election that any Unmarketable Parcel that would have been issued or transferred to the Share Scheme Participant under the Maximum Cash Consideration or the APA Distribution will instead be issued to the Nominee and the provisions of clause 3.8 will apply. (g) Subject to clauses 3.4(h) and 3.4(i), a valid election made by a Share Scheme Participant in accordance with this clause 3.4 will be deemed to apply in respect of the Share Scheme Participant's registered holding of Alinta Shares as at the Record Date, regardless of whether the Share Scheme Participant's holding of Alinta Shares at such time is greater or less than the Share Scheme Participant's holding of Alinta Shares at the time the election is made. (h) A Share Scheme Participant who is noted on the Register as holding one or more parcels of Alinta Shares as trustee for or nominee for, or otherwise on account of, another person, may make separate elections in accordance with this clause 3.4 in relation to each of those parcels of Alinta Shares, and an election made in respect of one such parcel shall not be taken to extend to the other parcels. (i) The DESP Trustee may make separate elections in accordance with this clause 3.4 in relation to each parcel of Alinta Shares it holds as trustee for a DESP Participant (including electing the Cash Out Alternative in respect of any parcel of 1,000 Alinta Shares or less), and an election made in respect of one such parcel shall not be taken to extend to the other parcels. 3.5 Provision of Share Scheme Consideration Alinta must: (a) procure the Bidder to provide, or procure the provision of, (i) the cash component of the Share Scheme Consideration to Alinta; and (ii) any component of the Relevant Consideration Alternative comprising BBI EPS and B&B Fund Securities to each Share Scheme Participant, on the Implementation Date (subject to clause 3.10(d)); and (b) provide the cash component of the Relevant Consideration Alternative to each Share Scheme Participant, in accordance with, and subject to the terms of, this Share Scheme and the Deed Poll. 3.6 APA Distribution (a) Prior to Implementation, Alinta may pay a Transaction Dividend or capital reduction representing payment of some or all of APA Distribution in the form of a distribution in specie of APA Group Securities or a distribution of the net proceeds of sale of any APA Group Securities (or a combination of both). If that occurs, the APA Distribution will be reduced by the total amount of that Transaction Dividend or capital reduction divided by the number of Alinta Shares and Alinta Options on issue on the Record Date (including by reducing the number of APA Group Securities available for distribution pro-rata to Alinta Shareholders under the APA Distribution). (b) Subject to clause 3.6(a), Alinta will provide, or procure the provision of, the APA Distribution to each Share Scheme Participant in accordance with, and subject to the terms of, this Share Scheme on the Implementation Date prior to the transfer of the Scheme Shares to the Bidder. Alinta's obligation to provide, or procure the provision of, the APA Distribution to a Share Scheme Participant is satisfied by: (i) subject to clause 3.6(c), in respect of providing any cash component of such APA Distribution, sending or procuring the dispatch to each Share Scheme Participant by pre-paid post to his or her address recorded in the Register at the Record Date, a pre-printed cheque for such cash amount due to that Share Scheme Participant under the Share Scheme; and (ii) in respect of the provision of any component of such APA Distribution which is to be provided in APA Group Securities, procuring the due execution of a transfer of such APA Group Securities to each Share Scheme Participant (or the Nominee in respect of Participating Alinta Shareholders), but on, or as soon as practicable after, the Implementation Date Alinta must also request the entry of that Share Scheme Participant's name (or the Nominee's name in respect of Ineligible Overseas Shareholders and Participating Alinta Shareholders) in the register of members of Australian Pipeline Trust ARSN 091 678 778 and APT Investment Trust ARSN 115 585 441. (c) From the time on the Implementation Date (prior to the transfer of the Scheme Shares to the Bidder) that the capital reduction and dividend which effect the APA Distribution take effect, Alinta will hold the relevant securities or funds as trustee for the relevant Share Scheme Participants in accordance with their respective entitlements (subject to the terms of this Share Scheme), and the placement of the relevant funds in a trust account on the Implementation Date shall be sufficient performance of the obligation to provide any cash component of the APA Distribution for the purposes of the requirement that the APA Distribution be provided on the Implementation Date prior to the transfer of the Scheme Shares to the Bidder (but the cheques referred to in clause 3.6(b)(i) must be despatched on, or as soon as practicable after, the Implementation Date). 3.7 BBI EPS The right to receive any component of a Relevant Consideration Alternative comprising BBI EPS will not be available to NZ Shareholders or Ineligible Overseas Shareholders. Instead, in the case of those shareholders, that component will be replaced by BBI Securities as referred to in schedule 1. 3.8 Ineligible Overseas Shareholders and Cash Out Facility (a) The right to receive: (i) APA Group Securities under the APA Distribution in accordance with clause 3.6; and (ii) the components of the Default Consideration comprising B&B Fund Securities in accordance with clauses 3.1(b), 3.1(c) and 3.5, will not be available to an Ineligible Overseas Shareholder. (b) A Small Alinta Shareholder who validly elects the Cash Out Alternative (Electing Small Alinta Shareholder) will have the: (i) APA Group Securities that they are entitled to receive in accordance with clause 3.6; and (ii) components of the Default Consideration comprising BBI EPS and B&B Fund Securities that they are entitled to receive in accordance with clauses 3.1(b), 3.1(c) and 3.5, sold in accordance with the provisions of this clause 3.8. (c) The securities that: (i) but for an election under clause 3.4(f), would have been issued or transferred to a Share Scheme Participant (Electing Unmarketable Parcel Shareholder); (ii) but for clause 3.8(a), would have been issued or transferred to an Ineligible Overseas Shareholder; (iii) but for an election under clause 3.8(b), would have been issued or transferred to an Electing Small Alinta Shareholder, will instead be issued or transferred to the Nominee and the following provisions of this clause 3.8 will apply. (d) Where the Nominee is issued with BBI EPS, B&B Fund Securities or APA Group Securities under clause 3.8(c) (Nominee Cash Out Securities), Alinta must procure the Bidder to cause the Nominee:

(i) as soon as reasonably practicable, but in any event within 5 Business Days after the Implementation Date, to offer the Nominee Cash Out Securities for sale on ASX or via one or more bookbuilds or other sale processes in such manner, at such price or prices and on such other terms as the Nominee determines in good faith (and at the risk of the Electing Small Alinta Shareholder, Electing Unmarketable Parcel Shareholder and Ineligible Overseas Shareholder (Participating Alinta Shareholder)) but not so as to dispose of APA Group Securities such that any one person has a relevant interest in more than 5% of the issued capital of the APA Group, except that any person who has a substantial holding in the APA Group at the First Court Date can acquire up to an additional 5% of the issued capital of the APA Group if that acquisition is approved by the ACCC . For the avoidance of doubt, the Nominee may offer the Nominee Cash Out Securities for sale during the period when any of the securities are being quoted for trading on ASX on a deferred settlement basis; and (ii) within 5 Business Days after the receipt by the Nominee of the whole of the proceeds of sale of all of the Nominee Cash Out Securities, to remit to the Bidder the net proceeds of the sale of the Nominee Cash Out Securities (after deducting brokerage in relation to the sale of Nominee Cash Out Securities attributable to Ineligible Overseas Shareholders which are not Small Ineligible Overseas Shareholders, and after deducting any other fees, taxes (other than stamp duty) and charges, other than brokerage in relation to the sale of Nominee Cash Out Securities attributable to other Participating Alinta Shareholders) and any income referable to those Nominee Cash Out Securities. (e) Within 5 Business Days after the receipt by the Bidder of the remittance under clause 3.8(d)(ii), Alinta must procure the Bidder to do all things required to ensure payment by cheque in Australian dollars to each Participating Alinta Shareholder of the sum of the following amounts:

(i) a proportion of the net proceeds of sale (less any deducted fees, taxes and charges, other than stamp duty and brokerage) and income derived from BBI EPS equal to the proportion that the number of BBI EPS issued to the Nominee under this clause 3.8 in respect of that Participating Alinta Shareholder (if any) bears to the total number of BBI EPS issued to the Nominee under this clause 3.8 in respect of all such Participating Alinta Shareholders; (ii) a proportion of the net proceeds of sale (less any deducted fees, taxes and charges, other than stamp duty and brokerage) and income derived from BBI Securities equal to the proportion that the number of BBI Securities issued to the Nominee under this clause 3.8 in respect of that Participating Alinta Shareholder bears to the total number of BBI Securities issued to the Nominee under this clause 3.8 in respect of all such Participating Alinta Shareholders; (iii) a proportion of the net proceeds of sale (less any deducted fees, taxes and charges, other than stamp duty and brokerage) and income derived from BBP Securities equal to the proportion that the number of BBP Securities issued to the Nominee under this clause 3.8 in respect of that Participating Alinta Shareholder bears to the total number of BBP Securities issued to the Nominee under this clause 3.8 in respect of all such Participating Alinta Shareholders; (iv) a proportion of the net proceeds of sale (less any deducted fees, taxes and charges, other than stamp duty and brokerage) and income derived from BBW Securities equal to the proportion that the number of BBW Securities issued to the Nominee under this clause 3.8 in respect of that Participating Alinta Shareholder bears to the total number of BBW Securities issued to the Nominee under this clause 3.8 in respect of all such Participating Alinta Shareholders; and (v) a proportion of the net proceeds of sale (less any deducted fees, taxes and charges, other than stamp duty and brokerage) and income derived from APA Group Securities equal to the proportion that the number of APA Group Securities transferred to the Nominee under this clause 3.8 in respect of that Participating Alinta Shareholder bears to the total number of APA Group Securities transferred to the Nominee under this clause 3.8 in respect of all such Participating Alinta Shareholders, provided that the amount payable to an Ineligible Overseas Shareholder who is not a Small Ineligible Overseas Shareholder (Other Ineligible Overseas Shareholder) shall be reduced by a pro rata amount of the brokerage paid by the Nominee in relation to the sale of Nominee Cash Out Securities attributable to all Other Ineligible Overseas Shareholders (with such pro rating to be performed based on the values of the Nominee Cash Out Securities attributable to each Other Ineligible Overseas Shareholder, subject to such arrangements as Alinta and the Bidder agree are reasonable regarding rounding). (f) Each Participating Alinta Shareholder appoints Alinta as its agent to receive on its behalf any financial services guide or other notices which may be given by the Nominee to that Share Scheme Participant. 3.9 Fractional entitlements (a) If the number of Scheme Shares held by a Share Scheme Participant is such that the aggregate entitlement of that Share Scheme Participant to each or any of BBI EPS, BBI Securities, BBP Securities and BBW Securities is not a whole number, then (subject to the terms of schedule 1) the entitlement in each case must be rounded up or down to the nearest whole number, with fractions of 0.5 being rounded up. Entitlements to be issued to the Nominee will be treated as a single entitlement for this purpose rather than as individual entitlements in respect of each relevant Participating Alinta Shareholder. (b) If the Bidder reasonably believes that a Share Scheme Participant has manipulated its holding of Scheme Shares to take advantage of rounding or of any other allocation mechanism (for example by splitting one holding of Scheme Shares into a number of holdings of Scheme Shares) then the entitlements of that Share Scheme Participant (and any other Share Scheme Participant(s) that the Bidder reasonably believes to be involved in such manipulation) will be aggregated and treated as though the suspected manipulation had not occurred for the purposes of the relevant rounding or other allocation decision. (c) Clauses 3.9(a) and 3.9(b) above are subject to the overriding principle that in no event shall the total numbers of BBI EPS or B&B Fund Securities issued under this Share Scheme exceed the numbers referred to in paragraph 1(h) of schedule 1, and in the event that clauses 3.9(a) and 3.9(b) above would otherwise have that effect, fractional entitlements will be adjusted in good faith by the Bidder and Alinta so that as many as possible of the available securities (but no more than the available securities) are allocated under this Share Scheme. (d) If the number of Scheme Shares held by a Share Scheme Participant is such that the aggregate entitlement of that Share Scheme Participant to APA Group Securities is not a whole number, then the entitlement will be rounded down to the nearest whole number of securities and the cash component of the APA Distribution provided to that Share Scheme Participant will be increased by an amount equal to the rounded fraction multiplied by the value of an APA Group Security based on the volume weighted average price on ASX on the Business Day which is two Business Days prior to the Implementation Date. (e) Any cash amount payable to a Share Scheme Participant, whether by the Bidder, Alinta or the Nominee, shall be rounded down to the nearest whole cent. 3.10 Registration and holding statements (a) Alinta must procure the Bidder to register, or cause to be registered, the Share Scheme Participants, as the holders of the BBI EPS and B&B Fund Securities to which they become entitled under this Share Scheme (other than securities to be issued to the Nominee) on: (i) if the Scheme Shares were held by the Share Scheme Participant on the Record Date on an uncertificated issuer sponsored sub-register of Scheme Shares, an uncertificated issuer sponsored sub-register of BBI EPS and B&B Fund Securities (respectively); or (ii) if the Scheme Shares were held by the Share Scheme Participant on the Record Date on an uncertificated CHESS Sub-register of Scheme Shares, on an uncertificated CHESS Sub-register of BBI EPS and B&B Fund Securities (respectively), in either case, such registration to occur on the Implementation Date immediately after the transfer of the Scheme Shares to the Bidder in accordance with clause 3.1(a). (b) Alinta must procure the Bidder to register, or cause to be registered, the Nominee, as the holder of each of the BBI EPS and B&B Fund Securities to be issued to it under this Share Scheme on an uncertificated issuer sponsored sub-register or on an uncertificated CHESS Sub-register, as determined by the Bidder in its absolute discretion, such registration to occur on the Implementation Date immediately after the transfer of the Scheme Shares to the Bidder takes effect under clause 3.1(a). (c) On the Implementation Date, Alinta must procure the Bidder to (as transferee) execute the share transfer forms (or master share transfer form) referred to in clauses 3.2(a) and 3.2(b) and must deliver that executed form (or those executed forms) to Alinta for registration, and Alinta must then immediately register the Bidder as the holder of the Scheme Shares in the Alinta Share Register. (d) On, or as soon as practicable after, the Implementation Date, Alinta must procure the Bidder to send, or cause to be sent, holding statements or notices confirming the issue and allotment of BBI EPS and B&B Fund Securities to: (i) the Share Scheme Participants who become entitled to those securities under this Share Scheme; and (ii) the Nominee who is to be issued those securities under this Share Scheme, by prepaid post to their Registered Address (or, in the case of the Nominee, the address notified by the Nominee to the Bidder). 3.11 Interest (a) Any interest earned on the proceeds of sale of APA Group Securities, B&B Fund Securities or BBI EPS following sale by the Nominee will be paid to and retained by the Bidder. (b) For the avoidance of doubt, any interest accruing on any Alinta trust account in which Share Scheme Consideration or APA Distribution moneys are held shall be and remain the property of Alinta.

3.12 Joint holders In the case of Scheme Shares held in joint names, any uncertificated holding statements for, or notices confirming the issue or payment of, in each case, BBI EPS and B&B Fund Securities to be issued to Share Scheme Participants, any cash component to be paid to Share Scheme Participants and any proceeds of sale to be paid to Share Scheme Participants under clause 3.8, will be issued or paid in the names of the joint holders and will be forwarded to the Registered Address.

3.13 New B&B Fund Securities to rank equally Each BBI Security, BBP Security and BBW Security issued under the Share Scheme will rank pari passu in all respects (including as to distributions) with all other BBI Securities, BBP Securities and BBW Securities (as the case may be) at the date of issue (provided that they will not rank for the distributions for the half year to 30 June 2007). 3.14 Withholding tax Any amount payable to a Share Scheme Participant (including under clauses 3.6 or 3.8) shall be reduced by the amount of any withholding or other tax which Alinta or the Bidder believes, based on professional advice, is required by any taxation or other law to be withheld in respect of such amount, and payment of such amount to the relevant taxation or other authority within any required statutory period shall fully and finally discharge the Bidder's and Alinta's obligations in respect of such amount (although Alinta must procure the Bidder on request, or if required by law, to provide a receipt or other evidence of such payment to each affected Share Scheme Participant).

DEALINGS IN ALINTA SHARES 4.1 Dealings in Alinta Shares by Share Scheme Participants For the purposes of establishing who is a Share Scheme Participant, dealings in Alinta Shares will be recognised by Alinta provided that the transferee is registered as the holder of the relevant Alinta Shares on the Record Date, and Alinta will not accept for registration or recognise for the purpose of establishing who are Share Scheme Participants any transfer or transmission application in respect of Alinta Shares received after the Record Date. 4.2 Alinta Share Register For the purpose of determining entitlements to participate in this Share Scheme, Alinta must maintain, or procure the maintenance of, the Alinta Share Register in accordance with the provisions of this clause 4, and the Alinta Share Register in this form and the terms of this Share Scheme solely determine the entitlements to the Relevant Consideration Alternative and the APA Distribution. 4.3 Holding statements of no effect from Record Date From the Record Date, all holding statements for Scheme Shares as at the Record Date will cease to have effect as documents of title, and each entry on the Alinta Share Register at the Record Date will cease to have any effect other than as evidence of the entitlements of Share Scheme Participants to the Relevant Consideration Alternative and the APA Distribution. 4.4 Alinta to provide contact information for Share Scheme Participants As soon as practicable after the Record Date and in any event by no later than the end of the second day after the Record Date, Alinta will give to the Bidder or procure that the Bidder is given details of the name, Registered Address and the number of Alinta Shares held by each Share Scheme Participant, as shown in the Alinta Share Register at the Record Date, and details of all elections, in whatever form the Bidder reasonably requires.
GENERAL PROVISIONS 5.1 Appointment of agent and attorney Each Share Scheme Participant without the need for any further act on their part, irrevocably appoints Alinta and any of its directors as its agent and attorney for the purpose of: (a) executing any document or doing any other act necessary to give effect to the terms of this Share Scheme; and (b) enforcing the Deed Poll against the Bidder and the Covenantors, and Alinta accepts such appointment. Alinta, as agent of each Share Scheme Participant, may sub-delegate its functions under this clause 5.1 to all or any of its directors and secretaries (severally). 5.2 Enforcement of Deed Poll Alinta undertakes in favour of each Share Scheme Participant that it will enforce the Deed Poll against the Bidder and the Covenantors on behalf of and as agent and attorney for the Share Scheme Participants. 5.3 Share Scheme Participants' consent Each Share Scheme Participant: (a) consents to Alinta doing all things and executing all deeds, instruments, transfers or other documents as may be necessary, incidental or expedient to the implementation and performance of the Share Scheme and Alinta, as agent of each Share Scheme Participant, may sub‑delegate its functions under this clause 5.3(a) to any of its directors and officers, severally; (b) acknowledges that the Share Scheme binds Alinta and all of the Alinta Shareholders from time to time (including those who do not attend the Scheme Meeting, do not vote at that meeting or vote against the Share Scheme or against any required resolution under section 256C(1) of the Corporations Act); (c) agrees to the transfer of their Alinta Shares, together with all rights and entitlements attaching to those Alinta Shares (other than entitlements to the APA Distribution), to the Bidder, in accordance with the Share Scheme; (d) from the Effective Date until the Bidder is registered as holder of all Alinta Shares: (i) irrevocably appoints Alinta and each of its directors and officers, jointly and severally, as its attorney and agent (and directs Alinta in such capacity) to: (A) appoint the chairman of the Bidder as its sole proxy and, where applicable, corporate representative to attend shareholders' meetings of Alinta; (B) exercise the votes attaching to the Alinta Shares registered in the name of the Share Scheme Participant; (C) sign any Alinta Shareholders' resolution; and (ii) must take all other action in the capacity of a registered holder of Alinta Shares as the Bidder reasonably directs. No Share Scheme Participant may attend or vote at any of those meetings or sign any Alinta Shareholders' resolution (whether in person, by proxy or by corporate representative) other than under this clause 5.3(d). Alinta undertakes in favour of each Share Scheme Participant that it will appoint the chairman of the Bidder as the Share Scheme Participant's proxy or, where applicable, corporate representative in accordance with this clause 5.3(d); (e) agrees to become a holder of any APA Group Securities, BBI EPS and B&B Fund Securities to which they become entitled under the Share Scheme, and to be bound by the constitutions of the issuers of those securities (as amended from time to time), and that its holdings of those securities will be registered in the same names as its holding of Scheme Shares; and (f) agrees that all binding instructions or notifications between them and Alinta relating to Scheme Shares or to their status as an Alinta Shareholder (including, without limitation, any instructions relating to communications from Alinta and whether distributions are to be paid by cheque or into a specified bank account) will, to the extent permitted, from the Implementation Date be deemed, by reason of the Scheme, to be similarly binding instructions or notifications to, and accepted by, BBI, BBP, BBW and the BBI EPS Issuer in respect of respectively any BBI Securities, BBP Securities, BBW Securities and BBI EPS that are issued to them under the Scheme until those instructions or notifications are, in each case, revoked or amended in writing addressed to, as applicable, BBI, BBP, BBW or the BBI EPS Issuer (at its registered address from time to time). 5.4 Amendments to the Share Scheme If the Court proposes to approve the Share Scheme subject to any alterations or conditions, Alinta may, by its counsel or solicitors, and with the consent of the Bidder, consent to those alterations or conditions on behalf of all persons concerned, including a Share Scheme Participant. 5.5 GST Alinta must pay to the Share Scheme Participants an amount equal to any GST for which the Share Scheme Participants are liable on any supply by the Share Scheme Participants under or in connection with the Share Scheme, without deduction or set off of any other amount. 5.6 Share Scheme Participant warranty Each Share Scheme Participant is taken to have warranted to the Bidder that all of their Alinta Shares (including any rights attaching to those Alinta Shares) which are transferred under the Scheme will, at the date of transfer, be fully paid and free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, and that they have full power and capacity to transfer their Alinta Shares together with any rights attaching to those Alinta Shares.
MISCELLANEOUS 6.1 Inconsistencies To the extent of inconsistency between this Share Scheme and the Alinta Constitution, and to the extent permitted by law, this Share Scheme overrides the Alinta Constitution and binds Alinta and all Alinta Shareholders. 6.2 Further assurance Alinta will execute all deeds and other documents and do all acts and things necessary or expedient for the implementation and performance of this Share Scheme and will, on behalf of Share Scheme Participants, procure the Bidder to execute all documents and do all acts and things necessary or desirable for the implementation and performance of the steps attributed to the Bidder under this Share Scheme. 6.3 Costs Any costs, and any stamp duty and any related fines or penalties, which are payable on or in respect of this Share Scheme or on any document referred to in this Share Scheme (including any document relating to the APA Distribution) will be paid as provided for in clause 16.3(a) of the Amended and Restated Scheme Implementation Agreement. For the avoidance of doubt, the Share Scheme Participants do not have to pay any stamp duty, related fines or penalties which are payable on or in respect of this Share Scheme or any document referred to in this Share Scheme (including any document relating to the APA Distribution). 6.4 Governing law This Share Scheme is governed by the laws of the State of New South Wales, Australia. 6.5 Notices Any notice or other communication to Alinta in respect of this Share Scheme must be in legible writing and in English and: (a) addressed as shown below: Attention: Yasmin Broughton / Patrick McCole Address: Alinta Plaza, 12-14 The Esplanade, Perth, WA 6000 Fax no: +61 8 6213 7001 (b) must be signed by the person making the communication or by a person duly authorised by that person; (c) must be delivered or posted by prepaid post to the address, or sent by fax to the fax number, of Alinta in accordance with clause 6.5(a); and (d) will be regarded as received by Alinta: (i) if sent by fax: (A) by 5.00pm (local time in the place of receipt) on a Business Day - on that day; (B) after 5:00pm (local time in the place of receipt) on a Business Day - the next Business Day; and (ii) if sent by mail: (A) within Australia - 3 Business Days after posting; or (B) to or from a place outside Australia - 7 Business Days after posting. 6.6 Lodgement of Court order with ASIC Unless Alinta and the Bidder otherwise agree, Alinta must lodge with ASIC an office copy of the Court order that approves this Share Scheme under section 411(4)(b) of the Corporations Act by 5:00pm on the first Business Day after the day on which the Court approves this Share Scheme.

RELEVANT CONSIDERATION ALTERNATIVES

Allocation of Share Scheme Consideration A Share Scheme Participant may, subject to the Share Scheme, elect to: · receive the Base Consideration adjusted as set out in paragraph (b) below (Default Consideration); or · maximise the BBI EPS component of the consideration that it will receive under the Share Scheme as set out in this schedule (Maximum Preference Shares Consideration); or · maximise the cash component of the consideration that it will receive under the Share Scheme as set out in this schedule (Maximum Cash Consideration); or · maximise the B&B Fund Securities component of the consideration that it will receive under the Share Scheme as set out in this schedule (Maximum Securities Consideration); or · receive the Default Consideration and participate in the Cash Out Facility (Cash Out Alternative). The Value per Scheme Share of each of the Default Consideration, the Maximum Preference Shares Consideration, the Maximum Cash Consideration and the Maximum Securities Consideration will be equal to the Value of the Base Consideration (subject to any differences attributable to rounding in accordance with clause 3.9 and this schedule). For simplicity (except as specifically mentioned below) this schedule treats a Relevant Consideration Alternative as received by a Share Scheme Participant even where it will be dealt with on its behalf under the Cash Out Facility under clause 3.8 of the Share Scheme. The components of each Relevant Consideration Alternative will be determined as follows: (a) Each Share Scheme Participant that validly elects to receive the Maximum Preference Shares Consideration will receive: (i) a priority allocation of BBI EPS equal in Value to the lesser of the following amounts: (A) $12,000 (subject to adjustment as set out below); and (B) the Value of the Base Consideration multiplied by the number of Scheme Shares held by the Share Scheme Participant. If the total number of BBI EPS allocated to all Share Scheme Participants under the priority allocation would exceed the BBI EPS Cap, then the maximum allocation amount referred to in paragraph 1(a)(i)(A) above will be reduced by the smallest whole number necessary to ensure that the priority allocation does not exceed the BBI EPS Cap. Any residual BBI EPS remaining under the BBI EPS Cap following the reduction of the maximum allocation amount referred to in paragraph 1(a)(i)(A) above will be allocated to Share Scheme Participants with fractional entitlements under the priority allocation on an equitable basis to be determined in good faith by the Bidder and Alinta and so that as many as possible available BBI EPS (but no more than the available BBI EPS) are allocated to Share Scheme Participants; and (ii) if the priority allocation does not result in the allocation of all BBI EPS under the BBI EPS Cap, a secondary allocation of BBI EPS equal in Value to the Value of the Base Consideration multiplied by the number of Scheme Shares held by the Share Scheme Participant, less the Value of the priority allocation received by that Share Scheme Participant in accordance with paragraph 1(a)(i). If the total number of BBI EPS allocated to all Share Scheme Participants under the priority allocation and the secondary allocation would exceed the BBI EPS Cap, then the secondary allocation of BBI EPS will be scaled-back on a pro-rata basis (according to the number of BBI EPS allocated to each Share Scheme Participant under the secondary allocation) so that the total number of BBI EPS allocated is equal to the BBI EPS Cap (with rounding of fractional entitlements to occur on an equitable basis to be determined in good faith by the Bidder and Alinta to ensure that as many as possible available BBI EPS (but no more than the available BBI EPS) are allocated). (b) Each Share Scheme Participant that validly elects or is deemed to have elected the Default Consideration will be allocated, for each Scheme Share held by that Share Scheme Participant, the Base Consideration subject to any adjustment in accordance with the definition of Base Consideration and further adjusted as follows: (i) the number of BBI EPS per Scheme Share will be equal to the lowest of: (A) 1.599; and (B) the Residual BBI EPS divided by the total number of Scheme Shares held by Share Scheme Participants that will receive the Default Consideration (including under the Cash Out Alternative); and (C) if the Residual BBI EPS is less than 250 million, zero; (ii) the amount of cash and the numbers of B&B Fund Securities per Scheme Share will each be increased (in the same relative proportions as the Cash Component and the B&B Fund Securities Component) so that the aggregate Value of the cash and B&B Fund Securities is equal to the Value of the Base Consideration less the Value of the number of BBI EPS (if any) per Scheme Share allocated in accordance with paragraph 1(b)(i). (For the avoidance of doubt, the cash per Scheme Share will not be less than $8.925.) (c) If the Residual BBI EPS is less than 250 million, the aggregate number of BBI EPS and BBI Securities that form part of the total consideration available under the Share Scheme in respect of all Scheme Shares will be adjusted as follows: (i) the total number of BBI EPS available to Share Scheme Participants will be reduced from the BBI EPS Cap to the number that are allocated under paragraph 1(a) to Share Scheme Participants that receive the Maximum Preference Shares Consideration; and (ii) the total number of BBI Securities available to Share Scheme Participants will be increased by a number equal to the Value of the Residual BBI EPS divided by the Value of a BBI Security. (d) Each Share Scheme Participant that validly elects to receive the Maximum Cash Consideration will be allocated, for each Scheme Share held by that Share Scheme Participant, a cash amount with a Value equal to the lesser of: (i) the Value of the Base Consideration; and (ii) the Value of the Maximum Cash Cap divided by the number of Scheme Shares held at the Record Date by all Share Scheme Participants that will receive the Maximum Cash Consideration. (For the avoidance of doubt, the cash per Scheme Share will not be less than $8.925.) (e) Each Share Scheme Participant that validly elects to receive the Maximum Securities Consideration will be allocated, for each Scheme Share held by that Share Scheme Participant, a number of B&B Fund Securities (in the same relative proportions as the B&B Fund Securities Component) with a Value equal to the lesser of: (i) the Value of the Base Consideration; and (ii) the Value of the Maximum Securities Cap divided by the number of Scheme Shares held at the Record Date by all Share Scheme Participants that will receive the Maximum Securities Consideration. (f) To the extent that: (i) the Value of the allocation of BBI EPS under paragraph (a) in respect of each Scheme Share held by a Share Scheme Participant that will receive the Maximum Preference Shares Consideration; (ii) the Value of the allocation of cash under paragraph (d) in respect of each Scheme Share held by a Share Scheme Participant that will receive the Maximum Cash Consideration; or (iii) the Value of the allocation of B&B Fund Securities under paragraph (e) in respect of each Scheme Share held by a Share Scheme Participant that will receive the Maximum Securities Consideration, is less than the Value of the Base Consideration, then the Residual BBI EPS (except where paragraph 1(c) applies), the Residual Cash and the Residual B&B Fund Securities (as applicable) will be allocated in the same relative proportions to each such Relevant Consideration Alternative so that the aggregate Value of the BBI EPS, cash and B&B Fund Securities allocated in respect of each Scheme Share held by a Share Scheme Participant that will receive the Relevant Consideration Alternative is equal to the Value of the Base Consideration. (g) All Share Scheme Participants will be allocated, for each Scheme Share held by that Share Scheme Participant, the APA Distribution regardless of which Relevant Consideration Alternative they receive. (h) It is an overriding principle (subject only to paragraph (i) below) that no more cash shall be payable in aggregate than the Total Cash Available, no more BBI EPS shall be issued in aggregate than the BBI EPS Cap reduced (if applicable) under paragraph (c)(i), and no more B&B Fund Securities shall be issued in aggregate than the Total Securities Available. (i) Notwithstanding the foregoing, and in particular paragraph (b), an equal Value of BBI Securities will be substituted for any BBI EPS: (i) included in the Default Consideration attributable to Ineligible Overseas Shareholders; or (ii) included in any Relevant Consideration Alternative received by a NZ Shareholder (or dealt with on its behalf under the Cash Out Facility under clause 3.8 of the Share Scheme), but such substitution shall be ignored for the purposes of calculating the other caps and allocations dealt with in this schedule, which shall be calculated before such substitution.
Definitions The following definitions apply in this schedule: B&B Fund Securities Component means, for each Scheme Share: (a) that component of the Share Scheme Consideration made up of B&B Fund Securities as set out in the paragraphs (c), (d) and (e) of the definition of Base Consideration; plus (b) (in respect of BBI Securities) the number by which the total number of BBI Securities available to Share Scheme Participants is increased under paragraph 1(c)(ii) (if any) divided by the total number of Scheme Shares. BBI EPS Cap means the maximum number of BBI EPS that are available to be issued as consideration under the Share Scheme, being (800 million x X/(X+Y)), where X is the number of Alinta Shares on issue at the Record Date and Y is the number of Alinta Options on issue at the Record Date. Cash Component means, for each Scheme Share the amount referred to in paragraph (a) of the definition of Base Consideration. Default Cash Allocation means the total amount of cash that is allocated to the Default Consideration in accordance with paragraph 1(b) (including under the Cash Out Alternative). Default Securities Allocation means the total number of B&B Fund Securities that are allocated to the Default Consideration in accordance with paragraph 1(b) (including under the Cash Out Alternative). Maximum Cash Cap means an amount equal to the Total Cash Available less the Default Cash Allocation. Maximum Securities Cap means the Total Securities Available less the Default Securities Allocation. Residual BBI EPS means the number of BBI EPS equal to the BBI EPS Cap less the number of BBI EPS allocated to the Maximum Preference Shares Consideration in accordance with paragraph 1(a). Residual Cash means an amount equal to the Maximum Cash Cap less the amount of cash allocated to the Maximum Cash Consideration in accordance with paragraph 1(d). Residual B&B Fund Securities means the number of B&B Fund Securities equal to the Maximum Securities Cap less the number of B&B Fund Securities allocated to the Maximum Securities Consideration in accordance with paragraph 1(e). Total Cash Available means the total amount of cash available to Share Scheme Participants under the Share Scheme, being the Cash Component multiplied by the number of Scheme Shares. Total Securities Available means the total number of B&B Fund Securities available to Share Scheme Participants under the Share Scheme, being the B&B Fund Securities Component multiplied by the number of Scheme Shares. Value means, in relation to consideration: (a) for any part of that consideration that consists of a cash amount or BBI EPS, that cash amount or the face value of those BBI EPS (respectively); and (b) for any part of that consideration that consists of securities listed on ASX, the value of those securities based on the volume weighted average price of those securities on ASX over the 5 Business Day period immediately after the date on which the Scheme Meeting is held.

Scheme of Arrangement (Option Scheme) Alinta Limited The holders of options to subscribe for fully paid ordinary shares in Alinta Limited

CONTENTS

INTERPRETATION............................................................................................... 35 1.1 Definitions................................................................................................................ 35 1.2 Interpretation........................................................................................................... 37 1.3 Business Day........................................................................................................... 38
CONDITIONS....................................................................................................... 38 2.1 Conditions precedent to the Option Scheme............................................................. 38 2.2 Certificate in relation to conditions............................................................................ 39 2.3 Conditional on Share Scheme................................................................................... 39 2.4 Effective Date.......................................................................................................... 39 2.5 End date.................................................................................................................. 39
OPTION SCHEME................................................................................................ 40 3.1 The Option Scheme................................................................................................. 40 3.2 Cancel Alinta Options.............................................................................................. 40 3.3 Alinta to provide contact information for Option Scheme Participants........................ 40
Option scheme consideration.................................................................................... 40
DEALINGS IN alinta options.................................................................................. 40 5.1 Alinta Option Register.............................................................................................. 40 5.2 Exercise restrictions on Alinta Options...................................................................... 41
GENERAL PROVISIONS..................................................................................... 41 6.1 Appointment of agent and attorney........................................................................... 41 6.2 Enforcement of Deed Poll........................................................................................ 41 6.3 Option Scheme Participants' consent........................................................................ 41 6.4 Amendments to the Option Scheme.......................................................................... 42 6.5 GST 42
MISCELLANEOUS............................................................................................... 42 7.1 Inconsistencies......................................................................................................... 42 7.2 Further assurance..................................................................................................... 42 7.3 Costs42 7.4 Governing law.......................................................................................................... 43 7.5 Notices.................................................................................................................... 43 7.6 Lodgement of Court order with ASIC...................................................................... 43

SCHEME OF ARRANGEMENT MADE UNDER SECTION 411 OF THE CORPORATIONS ACT 2001 (CTH) PARTIES Alinta Limited ABN 11 119 985 590 of Alinta Plaza, 12-14 The Esplanade, Perth, Western Australia, 6000 (Alinta) The holders of options to subscribe for fully paid ordinary shares in Alinta

RECITALS A. Alinta is a public company incorporated in the State of Western Australia. It is admitted to the Official List of ASX and Alinta Shares are quoted on the stock market conducted by ASX. B. Alinta has 5,461,435 Alinta Options on issue as at 27 June 2007. C. Alinta, Bidder and the Covenantors have entered into the Amended and Restated Scheme Implementation Agreement pursuant to which, among other things, Alinta has agreed to propose and (subject to the satisfaction of certain conditions) implement the Share Scheme and this Option Scheme. D. If this Option Scheme becomes Effective, then: (a) the Alinta Options will be cancelled; and (b) Alinta will provide the Option Scheme Consideration to the Option Scheme Participants for each Alinta Option held by those Option Scheme Participants, each step to be taken in accordance with the provisions of this Option Scheme. E. Bidder and the Covenantors have entered into the Deed Poll for the purpose of covenanting in favour of the Alinta Optionholders to perform their obligations under the Option Scheme and the Amended and Restated Scheme Implementation Agreement. OPERATIVE PROVISIONS

INTERPRETATION 1.1 Definitions In this Option Scheme, unless the contrary intention appears or the context requires otherwise: Alinta Board means the board of directors of Alinta. Alinta Constitution means the constitution of Alinta. Alinta Director means a director of Alinta. Alinta Option means each option to subscribe for an Alinta share. Alinta Optionholder means each person entered in the Alinta Option Register as a holder of Alinta Options. Alinta Option Register means the register of Alinta Optionholders maintained under section 170 of the Corporations Act. Amended and Restated Scheme Implementation Agreement means the agreement dated 11 May 2007 between Alinta, Bidder and the Covenantors to carry into effect, among other things, the Option Scheme, as amended. APA Distribution has the meaning given in the Share Scheme. ASIC means the Australian Securities and Investments Commission. ASX means the ASX Limited ABN 98 008 624 691. Base Consideration has the meaning given to it in the Share Scheme. Bidder means ES & L PtyLimitedACN 124 513 971. Bidder Board means the board of directors of Bidder. Bidder Director means a director of Biddder. Booklet means the booklet prepared under section 412 of the Corporations Act for distribution to Alinta Optionholders explaining the Share Scheme and Option Scheme and containing, among other things, the explanatory statement as required by Part 5.1 of the Corporations Act in relation to the Option Scheme. Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Sydney, Perth and Singapore. Corporations Act means the Corporations Act 2001 (Cth) and the regulations made under that Act. Court means the Federal Court of Australia. Covenantor has the meaning given to it in the Amended and Restated Scheme Implementation Agreement. Deed Poll means the deed poll dated 3 July2007 executed by Bidder and the Covenantors in favour of the Option Scheme Participants, among others (subject to any amendments permitted by its terms). Effective means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order the Court made under section 411(4)(b) (and, if applicable, section 411(6)) in relation to the Share Scheme. Effective Date means the date on which the Option Scheme becomes Effective. Exercise Deadline means 5.00pm (Perth time) on the day which is 2 Business Days before the Share Scheme Record Date. GST has the same meaning as GST in the A New Tax System (Goods & Services Tax) Act 1999 (Cth). Implementation means the implementation of the Share Scheme or the Option Scheme (as the case may be), upon it becoming Effective. Implementation Date means 31 August 2007, being the day which is 6 Business Days after the Record Date (or any other date agreed in writing by Alinta and Bidder). Official List means the official list of ASX. Option Scheme means the scheme of arrangement between Alinta and Alinta Optionholders as set out in this document, subject to any alterations or conditions agreed to by Alinta and the Bidder which are made or required by the Court pursuant to section 411 of the Corporations Act. Option Scheme Consideration means a cash amount equal to the Value of the sum of the Base Consideration (after adding back the amount of any Transaction Dividend that was deducted from it) and the APA Distribution (adding back the amount of any Transaction Dividend or capital reduction that was deducted from it but without any double counting) per Alinta Option less the amount (if any) of the exercise price payable in respect of the relevant Alinta Option, being the consideration to be provided by Alinta to Alinta Optionholders for the cancellation of each Alinta Option under the terms of this Option Scheme. Option Scheme Participant means each Alinta Optionholder on the Record Date. Record Date means 7.00pm (Sydney time) on the day which is4Business Days after the Effective Date, or any other date agreed in writing by Alinta and Bidder to be the record date to determine entitlements to receive Option Scheme Consideration under the Option Scheme. Registered Address means, in relation to an Option Scheme Participant, the address of that Option Scheme Participant shown in the Alinta Option Register on the Record Date. Scheme Meeting means the meeting to be convened by the Court pursuant to section 411(1) of the Corporations Act, to consider the Option Scheme. Scheme Option means an Alinta Option on issue at the Record Date. Second Court Date means the first day on which the Court hears the application for an order under section 411(4)(b) approving the Share Scheme or, if the application is adjourned or subject to appeal for any reason, the first day on which the adjourned or appealed application is heard. Share Scheme means a scheme of arrangement between Alinta and Alinta Shareholders as set out in this document, subject to any alterations or conditions agreed to by Alinta and the Bidder which are made or required by the Court pursuant to section 411 of the Corporations Act. Share Scheme Record Date has the meaning given to "Record Date" in the Share Scheme. Transaction Dividend has the meaning given to it in the Share Scheme. Value has the meaning given to it in schedule 1 of the Share Scheme. 1.2 Interpretation In this Option Scheme, unless the contrary intention appears or the context requires otherwise: (a) words and phrases (other than those defined in clause 1.1) have the same meaning (if any) given to them in the Corporations Act; (b) the singular includes the plural and vice versa; (c) each gender includes the other genders; (d) references to persons includes references to individuals, corporations, other bodies corporate or bodies politic; (e) references to paragraphs or clauses are to a paragraph or clause of this document; (f) a reference to a statute, regulation or agreement is to such a statute, regulation or agreement as from time to time amended; (g) a reference to a section is a reference to a section of the Corporations Act; (h) a reference to a person includes a reference to a person's executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns; (i) if a time period is specified and dates from a given date or the day of an act or event, it is to be calculated exclusive of that day; (j) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; (k) a reference to any time is a reference to that time in Sydney, Australia, unless otherwise indicated; (l) a reference to 'dollars' or '$' is to the lawful currency of the Commonwealth of Australia; (m) a reference to a document is to that document as varied, novated, ratified or replaced from time to time; (n) the interpretation of a substantive provision is not affected by any heading; and (o) 'includes' in any form is not a word of limitation. 1.3 Business Day Except where otherwise expressly provided, where the day on which any act, matter or thing is to be done is a day other than a Business Day, that act, matter or thing shall be done on the next Business Day.
CONDITIONS 2.1 Conditions precedent to the Option Scheme This Option Scheme is conditional upon: (a) each condition precedent set out in clauses 3.2 and 3.3 of the Amended and Restated Scheme Implementation Agreement being satisfied or, subject to the terms of the Amended and Restated Scheme Implementation Agreement, being waived or taken to have been waived; and (b) as at 8.00am on the Second Court Date, the Amended and Restated Scheme Implementation Agreement having not been terminated. 2.2 Certificates in relation to conditions (a) Alinta must provide to the Court on the Second Court Date a certificate which is authorised by the Alinta Board and signed by at least one Alinta Director (or such other evidence as the Court may request) stating whether or not, to the best of its knowledge, the conditions precedent set out in clause 3.2 (other than clause 3.2(b)) and clause 3.3 (other than clause 3.3(b)) of the Amended and Restated Scheme Implementation Agreement, have been satisfied or, subject to the terms of the Amended and Restated Scheme Implementation Agreement, waived or taken to be waived. (b) Alinta must procure the Bidder to provide to the Court on the Second Court Date a certificate which is authorised by the Bidder Board and signed by at least one Bidder Director (or such other evidence as the Court may request) stating whether or not, to the best of its knowledge, the conditions precedent set out in clause 3.2 (other than clause 3.2(b)) and clause 3.3 (other than clause 3.3(b)) of the Amended and Restated Scheme Implementation Agreement, have been satisfied or, subject to the terms of the Amended and Restated Scheme Implementation Agreement, waived or taken to be waived. (c) The certificates referred to in clauses 2.2(a) and (b) together constitute conclusive evidence that such conditions precedent are satisfied, waived or taken to be waived. 2.3 Conditional on Share Scheme Implementation of the Option Scheme is conditional on Implementation of the Share Scheme and no party is obliged to implement the Option Scheme unless Implementation of the Share Scheme has first occurred. 2.4 Effective Date This Option Scheme takes effect on the Effective Date. 2.5 End date Subject to any extension under clause 3.7 of the Amended and Restated Scheme Implementation Agreement, and, if required, approval by the Court, this Option Scheme lapses and has no further force or effect if the Effective Date is not on or before 30 November 2007.
OPTION SCHEME 3.1 The Option Scheme (a) Subject to provision by the Bidder of the Option Scheme Consideration in accordance with clause 4, the Alinta Options, together with all rights and entitlements attaching to those options as at the Implementation Date, will, without the need for any further act by any Option Scheme Participant (other than acts performed by Alinta or its directors as attorney or agent for Option Scheme Participants under clauses 3.2 and 6.1), be cancelled (and such cancellation deemed to be effective) on the Implementation Date immediately following Implementation of the Share Scheme. (b) Alinta will, subject to the terms of the Option Scheme, provide each Option Scheme Participant with the Option Scheme Consideration for each Alinta Option held by that Option Scheme Participant. For the avoidance of doubt, Option Scheme Participants will be entitled to receive the Option Scheme Consideration for their Alinta Options, regardless of whether the Alinta Options were vested or not as at the Effective Date.

3.2 Cancel Alinta Options Subject to Bidder providing the Option Scheme Consideration in accordance with clause 4, Alinta will do all things necessary to cancel the Alinta Options on the Implementation Date. 3.3 Alinta to provide contact information for Option Scheme Participants As soon as practicable after the Record Date and in any event by no later than the end of the second day after the Record Date, Alinta will give to Bidder or procure that Bidder is given details of the name, Registered Address and the number of Alinta Options held by each Option Scheme Participant, as shown in the Alinta Option Register at the Record Date, in whatever form Bidder reasonably requires. 4. Option scheme consideration On the Implementation Date, Alinta will procure Bidder to provide the Option Scheme Consideration to Alinta (as a loan), and Alinta will provide the Option Scheme Consideration to each Option Scheme Participant in accordance with, and subject to, the terms of this Option Scheme and the Deed Poll.

DEALINGS IN ALINTA OPTIONS 5.1 Alinta Option Register For the purpose of determining entitlements to participate in this Option Scheme, Alinta must maintain, or procure the maintenance of, the Alinta Option Register in accordance with the provisions of this clause 5, and the Alinta Option Register in this form and the terms of this Option Scheme solely determine the entitlements to the Option Scheme Consideration. 5.2 Exercise restrictions on Alinta Options (a) Alinta will not accept as valid, nor recognise for any purpose, any notice of exercise of an Alinta Option received: (i) by the Exercise Deadline, otherwise than in accordance with the terms and conditions of the Alinta Option; or (ii) after the Exercise Deadline. (b) Alinta will issue, and register the relevant Alinta Optionholder, as the holder of, Alinta Shares in respect of the exercise of an Alinta Option in accordance with clause 5.2(a) by the Share Scheme Record Date, in accordance with the terms and conditions of the Alinta Option.

GENERAL PROVISIONS 6.1 Appointment of agent and attorney Each Option Scheme Participant without the need for any further act on their part, irrevocably appoints Alinta and any of its directors as its agent and attorney for the purpose of: (a) executing any document or doing any other act necessary to give effect to the terms of this Option Scheme; and (b) enforcing the Deed Poll against Bidder and the Covenantors, and Alinta accepts such appointment. Alinta, as agent of each Option Scheme Participant, may sub-delegate its functions under this clause 6.1 to all or any of its directors and secretaries (severally). 6.2 Enforcement of Deed Poll Alinta undertakes in favour of each Option Scheme Participant that it will enforce the Deed Poll against Bidder and the Covenantors on behalf of and as agent and attorney for the Option Scheme Participants. 6.3 Option Scheme Participants' consent Each Option Scheme Participant: (a) consents to Alinta doing all things and executing all deeds, instruments or other documents as may be necessary, incidental or expedient to the implementation and performance of the Option Scheme and Alinta, as agent of each Option Scheme Participant, may sub‑delegate its functions under this clause 6.3(a) to any of its directors and officers, severally; (b) acknowledges that the Option Scheme binds Alinta and all of the Alinta Optionholders from time to time (including those who do not attend the Scheme Meeting, do not vote at that meeting or vote against the Option Scheme); and (c) agrees to the cancellation of their Alinta Options, together with all rights and entitlements attaching to those Alinta Options in accordance with the Option Scheme. 6.4 Amendments to the Option Scheme If the Court proposes to approve the Option Scheme subject to any alterations or conditions, Alinta may, by its counsel or solicitors, and with the consent of Bidder, consent to those alterations or conditions on behalf of all persons concerned, including an Option Scheme Participant. 6.5 GST Alinta must pay to the Option Scheme Participants an amount equal to any GST for which the Option Scheme Participants are liable on any supply by the Option Scheme Participants under or in connection with the Option Scheme, without deduction or set off of any other amount.
MISCELLANEOUS 7.1 Inconsistencies To the extent of inconsistency between this Option Scheme and the Alinta Constitution or this Option Scheme and the terms of issue of any Alinta Option, and to the extent permitted by law, this Option Scheme overrides the Alinta Constitution and the terms of issue and binds Alinta and all Alinta Optionholders. 7.2 Further assurance Alinta will execute all deeds and other documents and do all acts and things necessary or expedient for the implementation and performance of this Option Scheme and will, on behalf of Option Scheme Participants, procure Bidder to execute all documents and do all acts and things necessary or desirable for the implementation and performance of the steps attributed to Bidder under this Option Scheme. 7.3 Costs Any costs, and any stamp duty and any related fines or penalties, which are payable on or in respect of this Option Scheme or on any document referred to in this Option Scheme will be paid as provided for in clause 16.3(a) of the Amended and Restated Scheme Implementation Agreement. For the avoidance of doubt, the Option Scheme Participants do not have to pay any stamp duty, related fines or penalties which are payable on or in respect of this Option Scheme or any document referred to in this Option Scheme. 7.4 Governing law This Option Scheme is governed by the laws of the State of New South Wales, Australia. 7.5 Notices Any notice or other communication to Alinta in respect of this Option Scheme must be in legible writing and in English and: (a) addressed as shown below: Attention: Yasmin Broughton/ Patrick McCole Address: Alinta Plaza, 12-14 The Esplanade, Perth, WA 6000 Fax no: +61 8 6213 7001 (b) must be signed by the person making the communication or by a person duly authorised by that person; (c) must be delivered or posted by prepaid post to the address, or sent by fax to the fax number, of Alinta in accordance with clause 7.5(a); and (d) will be regarded as received by Alinta: (i) if sent by fax: (A) by 5.00pm (local time in the place of receipt) on a Business Day - on that day; (B) after 5:00pm (local time in the place of receipt) on a Business Day - the next Business Day; and (ii) if sent by mail:

(A) within Australia - 3 Business Days after posting; or (B) to or from a place outside Australia - 7 Business Days after posting.

7.6 Lodgement of Court order with ASIC Unless Alinta and the Bidder otherwise agree, Alinta must lodge with ASIC an office copy of the Court order that approves this Option Scheme under section 411(4)(b) of the Corporations Act by 5:00pm on the first Business Day after the day on which the Court approves this Option Scheme.

IN THE MATTER OF ALINTA LIMITED ABN 11 119 985 590 ALINTA LIMITED ABN 11 119 985 590

REASONS FOR JUDGMENT 1 On 2 July 2007 the Court ordered, pursuant to s 411 of the Corporations Act 2001 (Cth) (the Act), that Alinta Limited (the Company) convene meetings of its members and of certain optionholders for the purpose of considering proposed schemes of arrangement between the Company and its members on the one hand and the Company and the optionholders on the other. On 13 July 2007, the Court authorised the electronic notification of the meetings to those members who had consented to receive notices from the Company electronically. 2 The Company convened meetings in accordance with the procedures directed by the Court's orders. On 2 July, 2007 the Court also approved the proposed explanatory statement for the schemes (the scheme booklet) that was to be dispatched to members and optionholders. The form of explanatory memorandum dispatched to members is in the form of that approved by the Court subject to a number of typographical and other technical changes that are not material. 3 Various documents were dispatched to members of different categories and optionholders in accordance with the Court's orders. The scheme booklet, a share scheme proxy form, and a general meeting proxy form, together with a reply paid envelope, were sent to members whose registered addresses were in jurisdictions other than the United Kingdom, Hong Kong, New Zealand, or Australia and its external territories. The scheme booklet, share scheme proxy form, general meeting proxy form, election form, reply paid envelope and a letter advising on certain United States provisions was sent to those members who were identified as possibly holding shares on behalf of United States persons. 4 To those members who are also optionholders, the Company dispatched the scheme booklet, the share scheme proxy form, a general meeting proxy form, an election form, and a reply paid envelope. To those members, other than the ones that I have already described, the Company dispatched the scheme booklet, a share scheme proxy form, a general meeting proxy form, an election form, and a reply paid envelope. Finally, to optionholders who are not shareholders, the Company dispatched a scheme booklet, an option scheme proxy form, and a reply paid envelope. 5 In relation to those members who have consented to be notified by email, physical versions of the scheme booklet were not dispatched but those members were notified electronically in a way that would enable them to have access to the contents of the scheme booklet. 6 On 2 July 2007 the Company lodged with the Australian Securities and Investment Commission (the Commission), a sealed copy of the Court's orders. A copy of the proposed scheme booklet was then lodged with the Commission for registration under s 412(6) of the Act. By letter of 16 August 2007, the Commission has confirmed that it has no objection to the proposed scheme of arrangement between the Company and its members and the scheme of arrangement between the company and optionholders. That indication was given on the basis that the Commission was satisfied that neither scheme has been proposed for the purpose of enabling any person to avoid the operation of any of the provisions of Ch 6 of the Act. The letter indicated that the Commission had no intention of appearing to make submissions or intervene to oppose the schemes. 7 The meetings of members and optionholders were advertised in accordance with the Court's directions. At the meeting of members convened on 15 August 2007 to approve the scheme between the Company and members, 37,337 members were present in person or by proxy. At that meeting 292,254,775 votes, representing 97.01% of votes cast, were cast in favour of the resolution by 32,866 shareholders, representing 88.03% of the shareholders voting. At the meeting of optionholders held on the same day, 68 optionholders representing 78% of the total number of optionholders were present. At that meeting 5,900,831 votes, representing 99.6% of votes cast, were cast in favour of the resolution approving the scheme by 66 optionholders representing 97.06% of the optionholders. 8 Thus it is clear that both schemes have been agreed to by the requisite majorities contemplated by s 411 of the Act. 9 The hearing today was advertised in accordance with the Court's directions. As at this morning the Company's solicitors had received no notice from anybody indicating any intention to appear on the hearing of the application. No person appeared on the hearing today, other than senior counsel for the proposed consortium and senior counsel for the Company. 10 The Australian Competition and Consumer Commission has, by news release published on 13 August 2007, indicated that it will not intervene in the acquisition of Alinta by the proposed consortium. Further, there is evidence in the form of certificates on behalf of the Company and the consortium that all other conditions precedent to the schemes have been satisfied or waived. I have also seen evidence, of a sort, to indicate that funds are available to meet the payment of the cash component of the consideration payable by the consortium. 11 The case is one in which s 411(11) of the Act has no application and it is therefore appropriate for compliance with that requirement to be waived. In all of the circumstances, I consider it appropriate to approve the schemes as agreed to by the members of the option holders. I certify that the preceding eleven (11) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Emmett.

Counsel for the Applicant: T F Bathurst QC with S Nixon Solicitor for the Applicant: Blake Dawson Waldron Counsel for ES&L Pty Limited: I M Jackman SC Solicitor for ES&L Pty Limited: Freehills Date of Hearing: 17 August 2007 Date of Judgment: 17 August 2007

A New Tax System (Goods & Services Tax) Act 1999(Cth)

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