ACTINOGEN MEDICAL LIMITED — Proxy Solicitation & Information Statement 2008

Oct 27, 2008

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ACTINOGEN LIMITED ABN 14 086 778 476 of Level 7, 231 Adelaide Terrace, PERTH, WA 6000

Circular To Shareholders

including NOTICE OF GENERAL MEETING PROXY FORM

General Meeting of Actinogen Limited to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 18[th] day of November 2008 commencing at 10:00 am (WST).

This document should be read in its entirety. If after reading this Circular to Shareholders, you have any questions or doubts as to how you should vote, you should contact your stockbroker, solicitor, accountant or professional adviser.

Corporate Directory

Directors Dr Zhukov Pervan MB BS(WA), FRACGP, Dip. Clinical Nutrition Executive Chairman Dr David Keast MSc, PhD Scientific Director Dr Alan Ridley Morton BSc, DipEd Director David Zohar BSc DipEd Director Simon Christopher England LLB(Hons) BCom GAICD Director Company Secretary David Zohar BSc DipEd Head Office Level 7, 231 Adelaide Terrace, PERTH, WESTERN AUSTRALIA 6000 Phone: (08) 9225 4815 Fax: (08) 9225 6474 Website: www.actinogen.com.au Registered Office Level 11, 16 St Georges Terrace, PERTH, WESTERN AUSTRALIA 6000 Auditors BDO Kendalls Audit and Assurance (WA) Pty Ltd Level 8, 256 St Georges Terrace, PERTH, WESTERN AUSTRALIA 6000 Solicitors Lawton Gillon Level 11, 16 St Georges Terrace, PERTH, WESTERN AUSTRALIA 6000 Share Registry Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace, PERTH, WESTERN AUSTRALIA 6000 ASX Code ACW ACWO

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CIRCULAR TO SHAREHOLDERS 2008

Notice of General Meeting

NOTICE IS GIVEN THAT a General Meeting of the Company will be held at the offices of The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 18[th] day of November 2008 commencing at 10:00 am WST.

AGENDA

ORDINARY BUSINESS

Accounts and Reports

To receive and consider the balance sheet, income statement, statements of changes in equity and cash flows, and the reports of the directors and of the auditors for the year ended 30 June 2008.

1. Resolution 1 - Remuneration Report

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

“To adopt the Remuneration Report, which forms part of the Director’s Report, for the year ending 30 June 2008.”

The vote on this resolution is advisory only and does not bind the directors of the Company.

2. Resolution 2 – Re-election of Simon Christopher England as a Director

To consider and if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

“That Mr Simon Christopher England, who retires by rotation in accordance with the Company’s constitution, and being eligible, offers himself for re-election, be and is hereby re-elected as a director of the Company.”

3. Resolution 3 – Re-election of Alan Ridley Morton as a Director

To consider and if thought fit, pass with or without amendment the following resolution as an ordinary resolution :

“That Dr Alan Ridley Morton, who retires by rotation in accordance with the Company’s constitution, and being eligible, offers himself for re-election, be and is hereby re-elected as a director of the Company.”

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

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CIRCULAR TO SHAREHOLDERS 2008

Notice of General Meeting (Cont.)

“Snap-Shot” Time

The Corporations Act permits the Company to specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

The Company’s directors have determined that all shares of the Company that are quoted on ASX at 10:00 am WST, 16[th] November 2008 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

DATED: 13 October 2008

BY ORDER OF THE BOARD

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David Zohar Company Secretary Actinogen Limited

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CIRCULAR TO SHAREHOLDERS 2008

Proxy Form

1 SHAREHOLDER »

Name, address and daytime telephone number of shareholder of Actinogen Limited.

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Name ..............................................................................................

Address ..........................................................................................

........................................................................................................

Daytime phone no. ..........................................................................

2 APPOINTS »

Insert here the name of the person you wish to appoint as proxy;

shareholders cannot appoint themselves.

If you appoint the Chairman as your proxy, but do not wish to direct your proxy how to vote on a Resolution, you must place a mark in the box below headed “Proxy’s Discretion” in respect of that Resolution. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

If you appoint the Chairman as your proxy, but do not mark any box, the Chairman will be unable to exercise your proxy vote.

Name of proxy – please print

........................................................................................................

OR, if no person is named, the Chairman of the meeting to vote in accordance with the following directions or, if no directions have been given, as the Proxy (other than the Chairman) sees fit at the General Meeting of the Company to be held on 21 November 2008 commencing at 10:00 am (WST) and at any adjournment thereof.

If you appoint the Chairman as your proxy and place a mark in any box below headed “Proxy’s Discretion”, the Chairman intends to exercise your proxy to vote in favour of that Resolution.

3 SIGNATURE OF SHAREHOLDER(S) »

All single or joint holders of shares must sign this form.

Signature Signature Signature Date or in the case of a company The COMMON SEAL of the company is affixed in accordance with ) its constitution in the presence of:/Executed by the company by its ) duly authorised officers in accordance with sub-section 127(1) of ) the Corporations Act 2001:* ) ........................................................................................................ Signature of Director ........................................................................................................ Name of Director (Print) ........................................................................................................ Signature of Director/Secretary ........................................................................................................ Name of Director/Secretary (Print) or signed by ................................................................................... under Power of Attorney on behalf of the company. * delete as appropriate

This proxy form must be signed by the shareholder and, in the case of joint shareholders, by each of the joint shareholders. In the case of a corporation, this proxy form must be executed in accordance with section 127 of the Corporations Act 2001. In the case of a Sole Director/ Secretary company, please indicate “Sole Director”. If this proxy form is signed under Power of Attorney the original Power of Attorney (or a copy certified as a true copy by statutory declaration) must be forwarded with the proxy form.

Proxy Form (Cont.)

4 PROXY’S VOTING INSTRUCTIONS (OPTIONAL) »

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FOR AGAINST
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PROXY’S
ABSTAIN DISCRETION
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1. Remuneration report 2. Re-election of Simon Christopher England 3. Re-election of Alan Ridley Morton

If you wish to direct your proxy how to vote, place a mark on the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The direction will be invalid if a mark is made against more than one box for a particular item, or, if you have split your direction, if the total shareholding shown in “FOR”, “AGAINST”, “ABSTAIN” and “PROXY’S DISCRETION” boxes is more than your total shareholding on the share register. Each person who attends the meeting is entitled to one vote only on a show of hands. A person who holds proxies for more than one shareholder cannot vote on a show of hands if he or she holds proxies directing him or her to vote both for and against a resolution.

5 APPOINTMENT OF A SECOND PROXY (OPTIONAL) »

If you want to appoint two proxies you may state here the percentage of your voting rights applicable to this proxy form. If you do not specify a particular percentage, each proxy is entitled to exercise 50% of your voting rights applicable to this proxy form.

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone Kira Zohar on + 618 9225 6475 to obtain a second form. Both forms should be completed with the nominated percentage of your voting rights on each form. Please return the proxy forms together.

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IMPORTANT INFORMATION

Deadline for Receipt of proxies To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company at its registered office or Company office, Level 7, 231 Adelaide Terrace, Perth not less than 48 hours before the appointed time of the General Meeting ie. no later than 10:00 am WST on 19 November 2008.

Destination of Completed Proxy Form Once the Proxy Form is completed and all details checked by you, the form is to be sent or delivered to the Company’s office at Level 7, 231 Adelaide Terrace, Perth WA 6000 or sent by facsimile to the registered office on + 618 9225 6474.

For Further Information If you need any further information about this form or attendance at the Company’s General Meeting, please contact Ms Kira Zohar, administration on + 618 9225 6475.