The case confirms the five prerequisites for approving the convening of a scheme meeting under s 411 of the Corporations Act. Performance rights holders whose rights will be cancelled under a scheme do not constitute a separate class where the relevant test — whether interests are so different as to make it impossible for them to consult together — is not met. A managing director who will receive an incentive payment conditional on the scheme may make a recommendation to shareholders provided the payment is adequately disclosed. A special dividend that reduces the cash consideration does not raise a material financial assistance issue where the bidder does not hold shares in the target.
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