BABYLON PUMP & POWER LIMITED — AGM Information 2007

Oct 18, 2007

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IM MEDICAL LIMITED ABN 47 009 436 908

Notice of Annual General Meeting

And

Explanatory Memorandum

Tuesday, 20th November 2007

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IM MEDICAL LIMITED

ABN 47 009 436 908

Notice of 2007 Annual General Meeting

Notice is given for the 2007 Annual General Meeting of the Company to be held at The Hotel Windsor, 111 Spring Street, Melbourne, Victoria, 3000 at 11:00am on Tuesday, 20 November 2007.

AGENDA

Business items

1. Financial statements and reports

To receive and consider the financial report of the Company and the reports of the directors and auditors for the year ended 30 June 2007.

2. Adoption of the remuneration report

To adopt the remuneration report for the year ended 30 June 2007

3. Election of directors

(a) Mr Craig Cook

Mr Craig Cook was appointed to the board as an independent non executive director with an effective date of 29 December 2006 pursuant to clause 13.4 of the constitution of the Company.

Mr Cook retires as required by clause 13.4 of the constitution of the Company, and being eligible, offers himself for election as a director of the Company.

(b) Mr Tommas Bonvino

Mr Tommas Bonvino was appointed to the board as an executive director with an effective date of 20 April 2007 pursuant to clause 13.4 of the constitution of the Company.

Mr Bonvino retires as required by clause 13.4 of the constitution of the Company, and being eligible, offers himself for election as a director of the Company.

4. Ratification of share placement

That the Company ratifies, for the purposes of Listing Rule 7.4, the prior issue of 120,000,000 ordinary shares deemed fully paid at an issue price of $0.026 per share. The voting exclusion is included in the notes attached.

5. Ratification of issue of shares under Executive Service agreement

That the Company ratifies, for the purposes of Listing Rule 7.1, the sign on fee covered in the Executive Service Agreement of CEO and Executive director, Tommas Bonvino, to be paid by way of issuance of 10,000,000 fully paid ordinary shares of the Company to Mr Tommas Bonvino or a nominated entity.

6. Ratification of issue of shares in lieu of medical consultancy services

That the Company ratifies, for the purposes of Listing Rule 7.1, the prior issue of 4,350,000 ordinary shares to JCS Investment Group Pty Ltd for the cardiology consulting services supplied, in accordance with the terms and conditions as detailed in Section 9 of the attached Explanatory Memorandum.

7. Auditors

That Deloitte be appointed as auditors to the Company.

Notice of 2007 Annual General Meeting

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Voting exclusions

In accordance with the ASX Listing Rules, the Company will disregard votes cast:

• (a) on resolution 3(a), by Mr Craig Cook and any associate of Mr Craig Cook; and

• (b) on resolution 3(b), by Mr Tommas Bonvino and any associate of Mr Tommas Bonvino;

• (c) on resolution 4, by a person who has participated in the issue and a person who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary shares, if the resolution is passed.

• (d) on resolution 5, by Mr Tommas Bonvino and any associate of Mr Tommas Bonvino

• (e) on resolution 6, by David Eccleston, or a director of JCS Investment Group Pty Ltd or any associate of that director or David Eccleston .

However, the Company, 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 Memorandum

The Explanatory Memorandum accompanying this Notice is incorporated into and forms part of this Notice of Annual General Meeting.

Snapshot Date

For the purposes of voting at this meeting, the directors have determined that all shares of the Company that are quoted securities at 7:00pm (Melbourne time) on 16 November 2007 are taken to be held by the persons who are registered as holding them at that time. The entitlement of members to vote at the meeting will be determined by reference to that time.

Questions and Comments

The Chairman will give shareholders a reasonable opportunity to ask questions about or comment on the management of the Company. The Chairman will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the audit report;

• the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• the independence of the Auditor in relation to the conduct of the audit.

Proxies

A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy. The proxy may be an individual or a body corporate. A proxy need not be a shareholder of the Company. A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions).

For an appointment of a proxy to be valid, the form appointing the proxy and, if the form is signed under a power of attorney or other authority, the authority under which the form is signed (or a certified copy of the authority) must be received at the following addresses or by fax at least 48 hours prior to the meeting at which the proxy intends to vote:

IM Medical Limited Share Transfer Registrars Pty Ltd Level 12, 484 St. Kilda Road 770 Canning Highway Melbourne VIC 3004 Applecross WA 6153 Fax: (03) 9860 0999 Fax: (08) 9315 2233

A proxy form accompanies this Notice of Annual General Meeting. Additional proxy forms are available on request from the registered office of the Company or its share registrar.

Bodies Corporate

A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of a company’s shareholders or in the capacity of a shareholder’s proxy. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate’s behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution.

By order of the Board

Roman Najdecki Company Secretary 16October 2007

Notice of 2007 Annual General Meeting

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IM MEDICAL LIMITED

ABN 47 009 436 908

Explanatory Memorandum

The following information provides an explanation of each resolution set out in the Notice of Annual General Meeting.

1. Financial statements and reports

As required by section 317 of the Corporations Act 2001, the financial statements and the reports of the directors and auditors will be laid before the meeting. Shareholders have been provided with the Company’s financial statements for the year ended 30 June 2007 in the 2007 Annual Report. There is no requirement in the Corporations Act or the Company’s Constitution for shareholders to vote on, approve or adopt these Reports. Shareholders will have a reasonable opportunity at the meeting to ask questions and make comments on these Reports and on the management of the Company.

The Auditor of the Company is required to attend the meeting and will be available to take shareholders’ questions about the conduct of the audit and the preparation and content of the Auditor’s Report. Shareholders may forward written questions to the Auditor on these matters for response at the meeting. These should be mailed to the Company Secretary, IM Medical Ltd, Level 12 484 St Kilda Road, Melbourne 3004. Questions may be submitted up to 5 business days before the meeting.

The Auditor of the Company will also be available to take shareholders’ questions at the meeting relevant to the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit.

2. Adoption of remuneration report

The Directors’ Report for the year ended 30 June 2007 contains a Remuneration Report, which sets out the policy for the remuneration of the directors, company secretary and executives. The Corporations Act requires that a resolution be put to the vote that the Remuneration Report be adopted. The Corporations Act expressly provides that the vote is advisory only and does not bind the directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

The directors recommend that you vote in favour of this resolution.

3. Election of director

(a) Mr Craig Cook

Mr Cook has extensive experience in governance and risk management issues and an in depth knowledge of the machinery of government. Craig is currently a director of the Goulburn Murray Rural Water Authority and the Rural Finance Corporation of Victoria.

Mr. Cook, who was Manager of Corporate Relations at Rio Tinto Limited, holds other directorships with Australian Cricket Bat Willow Plantation Management Services Limited, Goulburn Ovens Institute of TAFE and Carlton Cricket Club Limited.

The directors (with Mr Craig Cook abstaining) recommend that you vote in favour of this resolution.

(b) Mr Tommas Bonvino

Mr Bonvino has more than 25 years experience in consumer marketing and product development. He has managed companies for Italian, German and French firms, distributing and marketing goods through South-East Asia. Tommas has built strong bilateral trade relationships between Australia and Italian companies in the technology, food, wine and fashion sectors.

He is Vice President of the Italian Chamber of Commerce. Tommas joined IM Medical in 2006 and has spearheaded the strategic review which has led to significant expansion of the IM Medical business.

The directors (with Mr Tommas Bonvino abstaining) recommend that you vote in favour of this resolution .

4. Ratification of share placement

The Company is seeking approval for the issue in August 2007 to institutions and eligible professional investors of 120,000,000 ordinary shares at a subscription price of $0.026 per share. The shares allotted rank pari passu in all respects with the Company’s other issued fully paid shares. The Company applied for and received official quotation on the ASX of the new shares.

None of the allottees are related parties of the Company.

The issue raised $2,995,200 (after costs). The Company sought to undertake this placement to fund the commercial rollout and development of the newly acquired Cardanal technology and to continue the Company’s growth program that includes IM Careplans and Workplace Assessments.

The Board elected to proceed by way of private placement to institutional and professional investors for the following reasons:

• a) Expediting fundraising is considered important. A placement to professional investors and institutions undertaken in accordance with Section 708 of the Corporations Act does not require the lodgement of a prospectus, saving time and associated costs, and can be undertaken more quickly than an entitlement issue which is required to follow a prescribed timetable;

Notice of 2007 Annual General Meeting

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• b) There is an inherent risk associated with entitlement issues in that the outcome is unknown until the issue is completed and, unless fully underwritten, a company may not be successful in raising required funds. Obtaining underwriter support for an entitlement issue was considered too costly and time consuming.

Under the 15% Rule a company may, within a 12 month period, issue new ordinary securities which amount to up to 15% of the company’s issued ordinary securities without the need for shareholder approval. The allotment of 120,000,000 shares represented approximately 13% of the Company’s issued ordinary securities. Shares issued and subsequently approved under ASX Listing Rule 7.4 are not counted towards the 15% Rule. Shareholder approval is sought under ASX Listing Rule 7.4 to refresh the Company’s capacity to issue ordinary securities which amount to up to 15% of the Company’s issued ordinary securities under ASX Listing Rule 7.1.

The directors unanimously recommend that shareholders vote in favour of this resolution.

5 Ratification of issue of shares under Executive Service agreement

Shareholder ratification is being sought for the issue to Tommas Bonvino of 10,000,000 ordinary shares in fulfilment of a condition of his Executive Service Agreement which covers his employment as CEO for two years from June 1, 2007.

Pursuant to Chapter 7 of the ASX Listing Rules, a company may within a 12 month period allot up to 15% of its issued capital (whether by way of shares or options) without the need to seek shareholder approval. The allotment of 10,000,000 shares represented approximately 0.8% of IM Medical’s existing issued capital. The Company requires subsequent shareholder ratification in order to keep its 15% refreshed. The issue was made pursuant to ASX Listing Rule 7.4 and ratification is being sought to freshen up the Company’s capacity under ASX Listing Rule 7.1. The 10,000,000 ordinary shares, as a sign on fee, related to the period before Tommas Bonvino became a director and hence does not require approval under ASX Listing Rule 10.11.

The directors (with Mr Tommas Bonvino abstaining) recommend that you vote in favour of this resolution .

6 Ratification of issue of shares in lieu of medical consultancy services

This resolution seeks shareholder approval to ratify the issue of shares to the Company’s cardiology consultant, Dr David Eccleston in recognition of the medical services that have been provided for the year ended 30 June 2007. The Company has issued 4,350,000 fully paid ordinary shares of the Company in lieu of $87,000 in services provided, calculated on the basis of 2 cents per share. The shares were issued to JCS Investment Group Pty Ltd, an entity nominated by Dr Eccleston.

The Company believes that the services provided to the Company have been of a high standard and the willingness of the consultant to forgo monetary compensation for their services and in lieu thereof, to receive equity in the Company is beneficial to the Company and has provided additional working capital that would not otherwise have been available.

Pursuant to Chapter 7 of the ASX Listing Rules, a company may within a 12 month period allot up to 15% of its issued capital (whether by way of shares or options) without the need to seek shareholder approval. The allotment of 4,350,000 shares represents approximately 0.4% of IM Medical’s existing issued capital. The Company requires subsequent shareholder ratification in order to keep its 15% refreshed. The issue was made pursuant to ASX Listing Rule 7.4 and ratification is being sought to freshen up the Company’s capacity under ASX Listing Rule 7.1.

No funds are being raised from the issue of these securities. The shares issued rank pari passu in all respects with the Company’s other issued fully paid shares. JCS Investment Group Pty Ltd is not a related party or associate of the Company; however, Dr. Eccleston is a current member of the company’s Scientific Advisory Board and was a director of the company from 29 December 2006 until 20 April 2007.

The directors recommend that you vote in favour of this resolution .

7 Appointment of auditors

The firm of Deloitte has been nominated as auditors of IM Medical Limited to replace PKF, who have resigned. The consent of Deloitte pursuant to section 328A of the Corporations Act and a nomination that Deloitte be appointed as auditor pursuant to section 328B of the Corporations Act has been received by the Company.

The directors recommend that you vote in favour of this resolution

Notice of 2007 Annual General Meeting

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PROXY FORM

Shareholder’s name and address

Appointment of proxy

I/We being a member/s of IM Medical Limited and entitled to attend and vote hereby appoint

The Chairman of the OR meeting (mark with an “X”)

If you are not appointing the Chairman of the Meeting as your proxy, please write here the full name of the individual or body corporate (excluding the registered securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of IM Medical Limited to be held at The Hotel Windsor, 111 Spring Street, Melbourne, Victoria on Tuesday, 20 November 2007 at 11:00am and at any adjournment of that meeting.

Important: for items 3(a) and 3(b) below

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on items 3(a) and 3(b) below, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those items and that votes cast by him, other than proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy bow to vote, the Chairman of the Meeting will not cast your votes on items 3(a) and 3(b) and your vote will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

Voting directions to your proxy – please mark “X” to indicate your directions

Item	2	Adoption of remuneration report for year ended 30 June 2007
Item	3(a)	Election of director – Mr Craig Cook
Item	3(b)	Election of director – Mr Tommas Bonvino
Item	4	Ratification of share placement
Item	5	Ratification of issue of shares under Executive Agreement
Item	6	Ratification of issue of shares in lieu of medical consultancy
Item	7	Appointment of auditors

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For Against Abstain
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In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business. 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.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable you directions to be implemented.

Individual or securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact name Contact daytime telephone Date

Notice of 2007 Annual General Meeting

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Instructions on how to complete the Proxy Form

Your address

Please insert your name and address as it appears on the company’s share register. Please note that you cannot change ownership of your securities using this form.

Appointment of proxy

If you wish to appoint the Chairman of the Meeting as your proxy, please mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting, please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

Vote on Items of Business

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a porion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, 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 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 make a copy of this form.

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 securities 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.

• (b) Return both forms together in the same envelope.

Signing instructions

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

• (a) Individual

Where the holding is in one name, the holder must sign

• (b) Joint holding

Where the holding is in more than one name, all of the securityholders should sign

• (c) Power of Attorney

To sign under Power of Attorney, you must have already lodged this document 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.

• (d) Companies

Where the company is 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 the company secretary. Please indicate the office held by signing in the appropriate place.

Lodgement of Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 11:00am on Tuesday, 20 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

• (a) In person

• Registered office: IM Medical Limited, Level 12, 484 St Kilda Road, Melbourne, Victoria, 3004, Australia

• Share registry: Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, WA, 6153, Australia

• (b) By mail

• Registered office: IM Medical Limited, Level 12, 484 St Kilda Road, Melbourne, Victoria, 3004, Australia

• Share registry: Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, WA, 6953, Australia

• (c) By fax

• Registered office: +61 3 9860 0999

• Share registry: +61 8 9315 2233

Notice of 2007 Annual General Meeting

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