ACRUX LIMITED — AGM Information 2009

Oct 22, 2009

22 October 2009

Dear Acrux Shareholder,

We are very pleased to invite you to attend Acrux’s Annual General Meeting, for which the following documents are enclosed:

• Notice of the meeting, including notes and explanatory statement

• a personalised proxy form and return envelope

If you have elected to receive it in printed form, also enclosed is our Annual Report for the year ended 30 June 2009, which we trust you will find useful and informative. An electronic copy of the report can be viewed on our website (www.acrux.com.au).

The Annual General Meeting will be held at the offices of Pitcher Partners, Level 19, 15 William Street, Melbourne, on Tuesday 24 November 2009, commencing at 1:30 pm.

If you are unable to attend, but wish to appoint a proxy, please complete the proxy form and return it to our Registrar in the envelope provided.

If you are able to attend, we look forward to welcoming you and ask you please to bring the personalised proxy form with you to assist registration and admission to the meeting.

Yours sincerely,

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Ross Dobinson Chairman

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ACRUX LIMITED ABN 72 082 001 152

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Annual General Meeting of the members of Acrux Limited will be held at the offices of Pitcher Partners, Level 19, 15 William Street, Melbourne, Victoria, Australia on Tuesday 24 November 2009 at 1:30 pm.

AGENDA

Financial Statements and Reports

To receive and consider the financial report of the Company and the reports of the directors and auditor for the year ended 30 June 2009.

Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

1. That the Company’s remuneration report for the year ended 30 June 2009 be adopted and approved.

Re-election of Ross Dobinson as a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

2. That Ross Dobinson, who in accordance with clause 58 of the Company’s constitution retires by rotation and being eligible offers himself for re-election as a Director, be re-elected as a Director of the Company.

By order of the Board

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Jon Pilcher, CFO & Company Secretary Date: 22 October 2009

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NOTES

Entitlement to Vote and Proxies

Only registered holders of the Company’s shares as at 20 November 2009 at 7pm are eligible to attend and vote at the Annual General Meeting. If you do not plan to attend the Annual General Meeting you are encouraged to complete and return the proxy form that accompanies this Notice. A member entitled to attend and vote at this Annual General Meeting is entitled to appoint not more than two proxies. A proxy need not be a member of the Company. The proxy may be an individual or a body corporate. Your proxy's authority to speak and vote for you at the meeting is suspended if you are present at the meeting.

If you appoint one proxy, that proxy may vote on a show of hands. Where two proxies are appointed, each proxy may be appointed to represent a specific proportion of your voting rights on a poll but neither proxy has a vote on a show of hands. If you appoint two proxies and the appointment does not specify the proportion or number of your votes each proxy may exercise, section 249X of the Corporations Act 2001 provides that each proxy may exercise half of the votes (ignoring fractions). If you appoint another member as your proxy, that person will have only one vote on a show of hands and does not have to vote on a show of hands in accordance with any direction by you.

You may direct your proxy how to vote by marking X in one of the three boxes opposite each item of business. All your votes will be cast in accordance with your direction, unless you indicate only a portion of votes are to be cast on any item by inserting the percentage of your voting rights applicable to the proxy appointed by the proxy form in the appropriate box. If you do not mark any of the boxes relating to the items of business, your proxy may vote as he or she chooses. If you mark more than one box relating to the same item of business any vote by your proxy on that item will be invalid.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. Proxy forms and the original or a certified copy of the power of attorney (if the proxy form is signed by an attorney) must be received not later than 1:30pm on 22 November 2009 :

• by post in the reply paid envelope provided addressed to Link Market Services Limited;

• by facsimile to Link Market Services Limited on fax number (02) 9287 0309;

• lodging it on-line at Link's website (www.linkmarketservices.com.au) in accordance with the instructions given there (you will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website)

Documents received after that time will not be valid for the scheduled meeting.

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Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution. The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

EXPLANATORY STATEMENT

Receipt of Financial Statements and Reports

The Company’s financial report and the reports of the directors and auditor for the year ended 30 June 2009 are placed before the meeting giving shareholders the opportunity to discuss these documents and to ask questions. No resolution is required in respect of these documents.

Resolution 1: Remuneration Report

The Corporations Act requires the directors’ report to include certain information relating to director and executive remuneration in a “Remuneration Report”. The Corporations Act further requires that each Australian listed public company put to a vote at its annual general meeting a resolution that the Remuneration Report be adopted. The vote is advisory only and does not bind the directors of the Company. The Remuneration Report can be found at pages 30 to 37 of the Company’s 2009 Annual Report.

Resolution 2: Re-election of Ross Dobinson as a Director

Ross has been a non-executive Director of the Company since 1998. He is Chairman, member of the Human Capital Committee and member of the Audit and Risk Committee with financial qualifications.

Ross is a founder and former CEO of Acrux. Ross has a background in investment banking and stock broking. He is currently Managing Director of TSL Group Ltd, a corporate advisory company specialising in establishing and advising life sciences companies. He is also a director of Starpharma Holdings Limited (ASX: SPL), since May 1997, and a number of unlisted companies including TPI Enterprises Ltd.

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