THAT, UNDER SECTION 411 CORPORATIONS ACT, THE SCHEME PROPOSED TO BE ENTERED INTO BETWEEN VONEX AND HOLDERS OF ITS FULLY PAID ORDINARY SHARES IS APPROVED AND THE BOARD OF DIRECTORS OF VONEX IS AUTHORISED TO AGREE TO THOSE MODIFICATIONS OR CONDITIONS WHICH ARE THOUGHT APPROPRIATE BY THE COURT AND, SUBJECT TO APPROVAL OF THE SCHEME BY THE COURT, TO IMPLEMENT THE SCHEME WITH ANY OF THOSE MODIFICATIONS OR CONDITIONS