ALGORAE PHARMACEUTICALS LIMITED — Proxy Solicitation & Information Statement 2007

Oct 25, 2007

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Living Cell Technologies Limited ABN 14 104 028 042 NOTICE OF GENERAL MEETING

to be held at 1.00pm on Tuesday 27 November 2007 at NSW Trade and Investment Centre Level 47 MLC Centre 19 Martin Place Sydney NSW 2000

Registered Office: C/- Australian Company Secretaries Pty Ltd GPO Box 4231 Level 5 255 George Street SYDNEY NSW 2001 Australia

Telephone +612 9252 1933 Facsimile +612 9252 0188

Living Cell Technologies Limited ABN 14 104 028 042

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting (“the Meeting”) of Living Cell Technologies Limited (“the Company”) will be held at NSW Trade and Investment Centre, Level 47, MLC Centre, 19 Martin Place, Sydney NSW 2000 on Tuesday 27 November 2007 at 1.00pm i.e. immediately upon the conclusion of the AGM.

BUSINESS

Resolution 1 Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4

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

“That, in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 20,213,249 fully paid ordinary shares in the capital of the Company, details of which are set out in the explanatory notes to resolution 1 in the Notice of Meeting.”

BY ORDER OF THE BOARD

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N J V Geddes Company Secretary

Living Cell Technologies Limited

ABN 14 104 028 042

VOTING EXCLUSIONS

Resolution 1

The company will disregard any votes cast on Resolution 1 by:

• Navigroup Management Limited or any associate of that organisation (within the meaning of the Corporations Act 2001).

However, the entity need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY NOTES

ASX Listing Rule 7.1 imposes a cap on the number of shares that a company may issue within the 12 month period. ASX Listing Rule 7.4 provides that an issue of equity securities made without Shareholder approval under Listing Rule 7.1 is treated as having been made with Shareholder approval for the purposes of Listing Rule 7.1 if the holders of ordinary securities subsequently approve it, and the issue did not breach Listing Rule 7.1. The issues of the shares described below did not breach any Listing Rules and shareholder ratification of those issues is now sought.

In order to restore the Company’s 15% placement capacity, it is proposed that the Members ratify the issues of ordinary shares as detailed below. Ratification provides the Company with flexibility in capital management and allows the Company to make further issues for working capital purposes as required.

Resolution 1 - Ratification of share issues for purposes of ASX Listing Rules

On 25 October 2007 the Company agreed to issue 20,213,249 ordinary shares at $0.11 per share in the capital of the Company to Navigroup Management Limited.

These funds were employed for working capital by the Company.

Living Cell Technologies Limited ABN 14 104 028 042

NOTES

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the member’s behalf. If the member is entitled to cast two or more votes at the meeting, the member may appoint not more than two proxies to attend and vote on the member’s behalf.

2. If a member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the member’s votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a member of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the member or the member’s attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed either under the corporation’s common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery or fax:

Living Cell Technologies Limited C/- Australian Company Secretaries Pty Ltd

Street address : Level 5, 255 George Street Sydney NSW 2000 Australia

Mailing address : GPO Box 4231 Sydney NSW 2001 Australia

Fax : +612 9252 0188

Please note: Members who forward their proxy forms by fax may be required to make available the original executed form of the proxy for production, if called upon at the meeting.

1. For the purposes of the General Meeting, persons on the register of members as at 5.00 pm on Friday 23 November 2007 will be treated as members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

PROXY FORM

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Living Cell Technologies Limited
ABN 14 104 028 042
I/We........................................................................................................................................
(PLEASE PRINT NAME)
Of...........................................................................................................................................
(ADDRESS)
being a member/members of Living Cell Technologies Limited
A ...................................................................................................
Appoint
(PLEASE PRINT NAME)
or failing the person so named (or if no person is named) the Chairman of the Meeting [if appointing the
Chairman see B below] as proxy to vote in accordance with the following directions (or if no directions have been
given, as the proxy or the Chairman sees fit) at the General Meeting of Members of Living Cell Technologies Limited
to be held on Tuesday 27 November 2007 commencing at 1.00 pm and at any adjournment.
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B Business For Against Abstain
Resolution 1 – Ratification of issue of 20,213,249
ordinary shares pursuant to ASX Listing Rule 7.4
C If Appointing a Second Proxy
%
State here the percentage of your voting rights
Or Or
Number
the number of shares applicable to this Form
D Insert your daytime telephone number (S T D )
E Signature(s)
Signatures if Corporate Shareholder (See Note E)
Executed in accordance with section 127 of the Corporations Act
Director/Sole Director sign and print name
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Director/Sole Director sign and print name
Director/Secretary sign and print name
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Note: For your proxy to be entitled to vote your shares at the Meeting, the completed Proxy Form must be received by the Company not later than 48 hours prior to the Meeting.

Living Cell Technologies Limited

ABN 14 104 028 042

INSTRUCTIONS FOR COMPLETION OF PROXY FORM

Your vote is important. Please direct your proxy how to vote. For your proxy to be entitled to vote your shares at the Meeting, the completed Proxy Form must be received by the Company not later than 48 hours prior to the Meeting. Any proxy received after this deadline will be treated as invalid.

A. Appoint

Insert here the name of the person you wish to appoint as proxy. Members cannot appoint themselves. If you submit a Proxy Form, which does not name a person to act as your proxy, the Chairman of the Meeting will act as your proxy. You can vote your shares by proxy even if you plan to attend the Meeting.

B. Business

If you wish to direct your proxy how to vote on any item, place a mark in 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 vote will be invalid if a mark is made against more than one box for a particular item or if the total shareholding shown in “For”, “Against” and “Abstain” boxes is more than your total shareholding on the share register.

C. If Appointing a Second Proxy

A member is entitled to appoint up to two persons (whether members or not) to attend the Meeting as proxies and vote. If you wish to appoint two proxies please photocopy your proxy form or obtain another proxy form by calling the Company Secretary on +612 9252 1933. Both Forms should be completed with the nominated percentage of your voting rights or number of shares on each Form. If you do not specify the nominated percentage of your voting rights or number of shares, each of the proxies may exercise half of the votes. Please return these Proxy Forms together.

D. Insert your daytime telephone number

This is required in case we need to contact you.

E. Signature(s)

This Form must be signed by the member. If the member is an Australian corporation, the Form must be executed in accordance with section 127 of the Corporations Act or by an attorney. If this Form is signed by a person who is not the registered shareholder then the relevant authority must either have been exhibited previously to the Company or be enclosed with this Form.

Further Important Information

Please return your completed Proxy Form to the Company Secretary:

By post: In person: c/- Australian Company Secretaries Pty Ltd c/- Australian Company Secretaries Pty Ltd GPO Box 4231 Level 5, 255 George Street Sydney, NSW, 2001 Sydney, NSW 2000

Alternatively, the form can be faxed to the Company on +612 9252 0188. Please note: members who forward their proxy forms by fax may be required to make available the original executed form of the proxy for production, if called upon at the meeting.

To be effective, the Form must be received by the Company at the above address not later than 48 hours prior to the Meeting .

If you require further information on how to complete the Proxy Form, telephone the Company Secretary on +612 9252 1933.