ACRUX LIMITED — AGM Information 2013

Oct 17, 2013

18 October 2013

Dear Acrux Shareholder,

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

• Notice of the meeting, including explanatory statement and notes

• A personalised proxy form and return envelope

If you have elected to receive the Annual Report for the year ended 30 June 2013 in printed form, this is enclosed. A copy of the report can also 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 Thursday 21 November 2013, commencing at 2:00 pm.

If you are able to attend, I 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.

If you are unable to attend but wish to appoint a proxy, please either lodge your vote online, following the instructions on the proxy form, or complete the proxy form and return it to the registry in the envelope provided.

I encourage you also to consider electing to receive Acrux communications electronically, which can be done via the registry website (www.linkmarketservices.com.au), or by completing the enclosed election form.

Yours sincerely,

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Ross Dobinson Executive 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 Thursday 21 November 2013 at 2:00 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 2013.

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 2013 be adopted and approved.

Re-election of Timothy Oldham and Ross Dobinson as Directors

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

2. That Timothy Oldham, who in accordance with clause 56 of the Company’s constitution offers himself for re-election as a Director, be re-elected as a Director of the Company.

3. That Ross Dobinson, who in accordance with clauses 58 and 75 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.

Grant of options to Ross Dobinson

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

4. That approval is given for the grant of options to subscribe for 600,000 ordinary shares to Ross Dobinson, resolved by the Board to be granted on 31 July 2013 under the Company’s Employee Share Option Plan at an exercise price of $4.30 per share, and upon exercise of those options, the issue of the shares underlying the options.

By order of the Board

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Tony Di Pietro, CFO & Company Secretary Date: 18 October 2013

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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 2013 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 remuneration report can be found at pages 24 to 28 of the Company’s 2013 Annual 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. However if the resolution to adopt the remuneration report receives a “no” vote of at least 25% of the votes cast at two consecutive AGM’s, then a resolution must be put to shareholders at the second AGM as to whether another general meeting of the Company should be held within 90 days, at which all directors (other than the Managing Director) who were in office at the time the board approved the second remuneration report, would need to stand for re-election.

Resolutions 2 and 3: Re-election of Timothy Oldham and Ross Dobinson as Directors.

Timothy Oldham was appointed by the board as a Non-Executive Director of the Company effective 1 October 2013. Tim’s appointment was made to add further depth of industry experience to the Board as the Company pursues the development of a number of new products. Tim will join the Human Capital and Audit and Risk Committees as an independent Non-Executive Director, ensuring the Company meets the recommendations of the ASX Corporate Governance Principles in respect of the minimum number of independent Non-Executive Directors.

In accordance with clause 56.2 of the Company’s constitution, Tim must be re-elected at the next annual general meeting. In accordance with clauses 58 and 75 of the Company’s constitution, Ross Dobinson retires by rotation and offers himself for re-election.

Timothy Oldham BSc(Hons), LLB(Hons), PhD has more than a decade of life sciences business development, alliance management and sales and marketing experience in Europe, Asia and Australia including as President Asia Pacific for Hospira (2007 to 2012) and a variety of senior management roles with Mayne Pharma (2002 to 2007) prior to its acquisition by Hospira. These roles encompassed the development and commercialisation of pharmaceuticals, devices and biologics. Prior to this, he was an engagement manager with McKinsey & Co (1997 to 2001). Tim has been Chairman of the European Generic Medicines Association Biosimilars and Biotechnology Committee, Director of the Generic Medicines Industry Association and a member of the Pharmaceutical Industry Strategy Group.

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Ross Dobinson (BBus) has been a Director since 1998 and was appointed Non-Executive Chairman in January 2006 and then Executive Chairman effective 1 July 2012. He is a founder and former CEO of Acrux. Ross has a background in investment banking and stockbroking. He is currently Managing Director of TSL Group Ltd, a corporate advisory company specialising in establishing and advising life sciences companies. He was the founding director of Starpharma Holdings Limited (ASX: SPL)) and is a director of a number of unlisted companies, including Hexima Limited and TPI Enterprises Limited.

Resolution 4: Grant of Options to Ross Dobinson

The Board (excluding the Executive Chairman’s vote) resolved to grant 1,870,000 options on 31 July 2013 under Acrux’s Employee Share Option Plan (“ESOP”), as part of the Company’s long term incentive plan, at an exercise price of $4.30 per share and with an expiry date of 31 July 2016. The exercise price represented a premium of approximately 25% compared with the 5 day weighted average market price of the shares on grant date. Representing 1.1% of issued capital, this is the first grant of options since 2009 and no share options from earlier grants remain. Included in the 1,870,000 options resolved to be granted were 600,000 options to Executive Chairman Ross Dobinson, subject to obtaining shareholder approval as required by Australian Stock Exchange (ASX) Listing Rule 10.14. The Company will issue these options to Ross within one week after obtaining shareholder approval. Following the issue of these options, Ross will hold options equivalent to approximately 0.4% of the Company’s issued share capital.

The objective of the Company’s long term incentive plan is to incentivise employees to create long term value for all shareholders. The Board believes 600,000 options at an exercise price of $4.30, more than $1 over the current share price, is not only an appropriate level of incentive for the Executive Chairman given his critical role in identifying and progressing new value creation opportunities for the Company but also represents a significant hurdle before he can benefit from the exercise of these options. All Directors are entitled to participate under the terms of the ESOP, however during the period since Acrux listed on the ASX, the Board has determined that nonexecutive Directors will not be remunerated in the form of options.

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NOTES

Entitlement to Vote and Proxies

Only registered holders of the Company’s shares as at 19 November 2013 at 7pm are eligible to attend and vote at the AGM.

Voting exclusions

In respect of Resolution 1, adoption of the remuneration report, the Corporations Act requires that a member of the key management personnel (KMP) whose remuneration details are included in the remuneration report (or a closely related party of such KMP) must not vote and the Company will disregard any votes cast by such a person, unless:

• that person does so as a proxy; and

• the vote is not cast on behalf of a KMP whose remuneration details are included in the remuneration report (or a closely related party of such KMP); and either:

• the proxy appointment specifies how the proxy is to vote on the resolution; or

• the proxy is the Chairman of the AGM and the proxy appointment expressly authorises the Chairman to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP.

In respect of Resolution 4, grant of options to Ross Dobinson, and in accordance with Listing Rule 14.11, the Company will disregard any votes cast on this resolution by or on behalf of a Director of the Company or an associate of a Director of the Company. However, the Company need not disregard a vote if it is cast by:

(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or

(b) the Chairman of the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides (and where required the acknowledgement box on the proxy form in relation to the resolution is marked).

In addition, a vote must not be cast by a KMP (other than the Chairman of the meeting), or a closely related party of a KMP, acting as proxy if their appointment as proxy does not specify the way the proxy is to vote on the resolution.

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Voting by Proxy

A member entitled to attend and vote at this AGM is entitled to appoint not more than two proxies, using the enclosed proxy form. 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. Proxies 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 2:00pm on 19 November 2013 :

• by lodging it on-line at the registry’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); or

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

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

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

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

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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.

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LODGE YOUR VOTE



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ACRUX LIMITED

ABN 72 082 001 152

www.linkmarketservices.com.au

ONLINE

By mail:  Acrux Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1300 554 474 Overseas: +61 1300 554 474

SHAREHOLDER PROXY FORM

I/We being a member(s) of Acrux Limited and entitled to attend and vote hereby appoint:

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named.

If no person/body corporate is named, the Chairman of the Meeting, is appointed as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 2:00pm on Thursday, 21 November 2013, at the offices of Pitcher Partners, Level 19, 15 William Street, Melbourne and at any adjournment or postponement of the meeting. I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS For Against Abstain * For Against Abstain * Resolution 1 Resolution 3 Adoption of Remuneration Report Re-election of a Director – (advisory only) Ross Dobinson Resolution 2 Resolution 4 Re-election of a Director – Grant of options to Ross Dobinson Timothy Oldham

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 IMPORTANT – VOTING EXCLUSIONS

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Item 4 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Item and that votes cast by him/her for that Item, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 4 and your votes will not be counted in calculating the required majority if a poll is called on this Item.

The Chairman of the Meeting intends to vote undirected proxies in favour of Item 4.

STEP 4

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

ACR PRX302R

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm on Tuesday, 19 November 2013, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Acrux Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.