BABYLON PUMP & POWER LIMITED - Proxy Solicitation & Information Statement 2015

IM
Medical
Limited ACN
009
436
908

**NOTICE

OF
GENERAL
MEETING**

A
General
Meeting
of
the
Company
will
be
held
at
Level
15,
333
Collins
Street, Melbourne,
Victoria
on
14
July
2015
at
11:00
am
(AEST).

This
Notice
of
General
Meeting
should
be
read
in
its
entirety.
If
Shareholders
are
in
doubt
as
to
how
they should
vote,
they
should
seek
advice
from
their
accountant,
solicitor
or
other
professional
adviser
prior
to voting.

Should
you
wish
to
discuss
any
matter
please
do
not
hesitate
to
contact
the
Company
by
telephone
on (03)
9607
8280.

IM
MEDICAL
LIMITED ACN
009
436
908

**NOTICE

OF
GENERAL
MEETING**

Notice
is
hereby
given
that
a
general
meeting
of
Shareholders
of
IM
Medical
Limited
( Company )
will
be held
at
Level
15,
333
Collins
Street,
Melbourne,
Victoria
on
14
July
2015
at
11:00
am
(AEST)
( Meeting ).

The
Explanatory
Memorandum
to
this
Notice
provides
additional
information
on
matters
to
be considered
at
the
Meeting.
The
Explanatory
Memorandum
and
the
Proxy
Form
form
part
of
this
Notice.

The
Directors
have
determined
pursuant
to
regulation
7.11.37
of
the
Corporations
Regulations
2001 (Cth)
that
the
persons
eligible
to
vote
at
the
Meeting
are
those
who
are
registered
as
Shareholders
on 12
July
2015
at
7pm
(AEST).

Terms
and
abbreviations
used
in
this
Notice
and
Explanatory
Memorandum
are
defined
in
Section
0.

AGENDA

**1. Resolution

1
-‐
Authority
to
issue
Securities
pursuant
to
the Share
Purchase
Plan**

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

"That,
for
the
purpose
of
Listing
Rule
7.1,
and
for
all
other
purposes,
Shareholders
authorise and
approve
the
Directors
to
issue
(on
a
pre-‐Consolidation
basis)
up
to
1,100,000.000
Shares ( SPP
Shares )
each
at
an
issue
price
of
$0.0005
and
275,000,000
New
Options
( SPP
Options ) each
exercisable
at
$0.001
on
or
before
31
March
2019
on
the
terms
and
conditions
set
out
in the
Explanatory
Memorandum.”

**Voting

Exclusion**

The
Company
will
disregard
any
votes
cast
on
this
Resolution
by
a
person
who
underwrites
or sub-‐underwrites
the
Share
Purchase
Plan.

However,
the
Company
will
not
disregard
a
vote
if:

(a) it
is
cast
by
the
person
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance with
directions
on
the
Proxy
Form;
or
(b) it
is
cast
by
the
Chairman
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.

A
voting
exclusion
statement
of
participants
in
the
Share
Purchase
Plan
other
than
a
person who
underwrites
or
sub-‐underwrites
the
Share
Purchase
Plan
has
not
been
included
as
the Company
has
been
granted
a
waiver
of
Listing
Rule
7.3.8.

**2. Resolution

2
–
Authority
to
issue
Underwriter
Shares
to
the**

Underwriter

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

"That,
subject
to
Resolution
4
being
passed,
for
the
purpose
of
Listing
Rule
7.1,
and
for
all
other purposes,
Shareholders
authorise
and
approve
the
Directors
to
issue
(on
a
pre-‐Consolidation basis)
up
to
125,000,000
Shares
( Underwriter
Shares ) to
the
Underwriter
on
the
terms
and conditions
set
out
in
the
Explanatory
Memorandum.”

**Voting

Exclusion**

The
Company
will
disregard
any
votes
cast
on
this
Resolution
by
the
Underwriter
and
a
person who
might
obtain
a
benefit
(except
a
benefit
solely
in
their
capacity
as
holder
of
ordinary securities)
if
the
Resolution
is
passed
and
any
associates
of
those
persons.

However,
the
Company
will
not
disregard
a
vote
if:

(a) it
is
cast
by
the
person
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance with
directions
on
the
Proxy
Form;
or
(b) it
is
cast
by
the
Chairman
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.

3. **Resolution

3
–
Authority
to
grant
Underwriter
Options**

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

"That,
subject
to
Resolution
4
being
passed,
for
the
purposes
of
Listing
Rule
7.1,
and
for
all other
purposes,
Shareholders
authorise
and
approve
the
Directors
to
grant
(on
a
pre-‐ Consolidation
basis)
550,000,000 New
Options
( Underwriter
Options )
each
exercisable
at $0.001
on
or
before
31
March
2019
to
the
Underwriter
or
its
nominees,
including
sub-‐ underwriters
of
the
SPP
on
the
terms
and
conditions
set
out
in
the
Explanatory
Memorandum."

**Voting

Exclusion**

The
Company
will
disregard
any
votes
cast
on
this
Resolution
by
the
Underwriter,
sub-‐ underwriters
of
the
SPP
and
a
person
who
may
participate
in
the
grant
of
the
Underwriter Options
and
a
person
who
might
obtain
a
benefit
(except
a
benefit
solely
in
their
capacity
as holder
of
ordinary
securities)
if
the
Resolution
is
passed
and
any
associates
of
those
persons.

However,
the
Company
will
not
disregard
a
vote
if:

(a) it
is
cast
by
the
person
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance with
directions
on
the
Proxy
Form;
or
(b) it
is
cast
by
the
Chairman
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.

**4. Resolution

4
–
Authority
to
issue
Top-‐up
Placement
Securities**

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

"That,
subject
to
Resolution
4
being
passed,
for
the
purpose
of
Listing
Rule
7.1
and
for
all
other purposes,
Shareholders
approve
and
authorise
the
Directors
to
issue
(on
a
pre-‐Consolidation basis)
up
to
400,000,000
Shares
( Top-‐up
Shares )
each
at
an
issue
price
of
$0.0005
and 100,000,000
New
Options
( Top-‐up
Options )
each
exercisable
at
$0.001
on
or
before
31
March 2019
on
the
terms
and
conditions
set
out
in
the
Explanatory
Memorandum.”

**Voting

Exclusion**

The
Company
will
disregard
any
votes
cast
on
this
Resolution
by
a
person
who
may
participate in
the
Top-‐up
Placement
and
a
person
who
might
obtain
a
benefit
(except
a
benefit
solely
in their
capacity
as
holder
of
ordinary
securities)
if
the
Resolution
is
passed
and
any
associates
of those
persons.

However,
the
Company
will
not
disregard
a
vote
if:

(a) it
is
cast
by
the
person
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance with
directions
on
the
Proxy
Form;
or
(b) it
is
cast
by
the
Chairman
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.

**5. Resolution

5
–
Authority
to
grant
New
Options
to
Prior Placement
Participants**

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

"That,
for
the
purpose
of
Listing
Rule
7.1
and
for
all
other
purposes,
Shareholders
approve
and authorise
the
Directors
to
grant
(on
a
pre-‐Consolidation
basis)
124,000,000
New
Options
each exercisable
at
$0.001
on
or
before
31
March
2019
( Prior
Placement
Options )
to
the
Prior Placement
Participants
on
the
terms
and
conditions
set
out
in
the
Explanatory
Memorandum.”

**Voting

Exclusion**

The
Company
will
disregard
any
votes
cast
on
this
Resolution
by
the
Prior
Placement Participants
and
a
person
who
might
obtain
a
benefit
(except
a
benefit
solely
in
their
capacity as
holder
of
ordinary
securities)
if
the
Resolution
is
passed,
and
any
associates
of
those persons.

However,
the
Company
will
not
disregard
a
vote
if:

(a) it
is
cast
by
the
person
as
proxy
for
a
person
who
is
entitled
to
vote,
in
accordance with
directions
on
the
Proxy
Form;
or
(b) it
is
cast
by
the
Chairman
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.

**6. Resolution

6
-‐
Approval
of
Share
Consolidation**

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

"That,
subject
to
each
of
the
other
Acquisition
Resolutions
being
passed,
for
the
purposes
of section
254H
of
the
Corporations
Act,
and
for
all
other
purposes,
Shareholders
approve
and authorise
the
Directors
to
consolidate
the
issued
capital
of
the
Company
on
the
basis
that
every two
Shares
be
consolidated
into
one
Share
and
that
Options
on
issue
be
adjusted
in
accordance with
the
Listing
Rules
on
the
terms
and
conditions
in
the
attached
Explanatory
Memorandum accompanying
this
Notice."

Dated
10
June
2015

**BY

ORDER
OF
THE
BOARD**

Richard
Wadley,
Director
and
Company
Secretary

IM
MEDICAL
LIMITED ACN
009
436
908

**EXPLANATORY

MEMORANDUM**

1. Introduction

This
Explanatory
Memorandum
has
been
prepared
for
the
information
of
Shareholders
in connection
with
the
business
to
be
conducted
at
the
Meeting
to
be
held
at
Level
15,
333 Collins
Street,
Melbourne,
Victoria
on
14
July
2015
at
11:00
am
(AEST).

This
Explanatory
Memorandum
should
be
read
in
conjunction
with
and
forms
part
of
the accompanying
Notice.
The
purpose
of
this
Explanatory
Memorandum
is
to
provide
information to
Shareholders
in
deciding
whether
or
not
to
pass
the
Resolutions
set
out
in
the
Notice.

A
Proxy
Form
is
located
at
the
end
of
the
Explanatory
Memorandum.

**2. Action

to
be
taken
by
Shareholders**

Shareholders
should
read
the
Notice
and
this
Explanatory
Memorandum
carefully
before deciding
how
to
vote
on
the
Resolutions.

2.1 Proxies

A
Proxy
Form
is
attached
to
the
Notice.
This
is
to
be
used
by
Shareholders
if
they
wish
to appoint
a
representative
(a
'proxy')
to
vote
in
their
place.
All
Shareholders
are
invited
and encouraged
to
attend
the
Meeting
or,
if
they
are
unable
to
attend
in
person,
sign
and
return the
Proxy
Form
to
the
Company
in
accordance
with
the
instructions
thereon.
Lodgment
of
a Proxy
Form
will
not
preclude
a
Shareholder
from
attending
and
voting
at
the
Meeting
in person.

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
or
number
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.

3. Background

On
22
May
2015
the
Company
announced
that
the
proposed
acquisition
of
Syncom
Australia Pty
Ltd
had
been
terminated
despite
extensive
efforts
by
the
parties
to
the
proposed

acquisition.
As
a
result
of
the
termination
the
Convertible
Loans
on
issue
in
the
Company
will not
be
converted
into
equity
and
became
repayable
from
31
May
2015.

The
Company
also
announced
that
it
would
seek
to
undertake
a
capital
raising
with
the
aim
of providing
sufficient
funds
to
repay
the
Convertible
Loans
with
associated
fees
and
interest
and to
provide
the
Company
with
additional
general
working
capital.

Accordingly
the
Company
is
proposing
to
raise
up
to
$750,000
to
repay
the
Convertible
Loans and
to
provide
the
Company
with
general
working
capital
through:

(a) a
fully
underwritten
share
purchase
plan
through
an
offering
to
existing
eligible shareholders
to
apply
for
up
to
$15,000
of
Shares
each
at
an
issue
price
of
$0.0005, together
with
one
free
attaching
Capital
Raising
Option
for
every
four
Shares subscribed
for
to
up
to
$550,000
(before
costs)
( Share
Purchase
Plan );
and
(b) a
top-‐up
placement
to
the
Underwriter
or
its
nominees
of
up
to
400,000,000
Shares each
at
an
issue
price
of
$0.0005,
together
with
one
free
attaching
Capital
Raising Option
for
every
four
Shares
subscribed
for
to
raise
up
to
$200,000
(before
costs) ( Top-‐up
Capital
Raising ),

(together
the Capital
Raising ).

Other
than
Resolutions
5
and
6,
the
Resolutions
contained
in
this
Notice
relate
to
the
Capital Raising
as
follows:

(a) Resolution
1
seeks
approval
for
the
issue
of
Shares
and
New
Options
under
the
Share Purchase
Plan
including
to
the
Underwriter
and/or
sub-‐underwriters
if
applicable;
(b) Resolution
2
seeks
approval
for
the
issue
of
Shares
to
the
Underwriter
as
the management
fee
pursuant
to
the
Underwriting
Agreement;
(c) Resolution
3
seeks
approval
to
grant
New
Options
to
the
Underwriter
or
its nominees,
including
sub-‐underwriters
of
the
SPP)
such
that
these
parties
receive New
Options
on
a
one
for
two
basis;
and
(d) Resolution
4
seeks
approval
for
the
issue
of
Shares
and
New
Options
under
the
Top-‐ up
Placement.

Details
on
each
of
these
Resolutions
are
contained
below.

**4. Resolution

1
–
Authority
to
issue
Securities
pursuant
to
the Share
Purchase
Plan**

4.1 General

The
Company
is
proposing
to
offer
eligible
Shareholders
the
opportunity
to
participate
in
a share
purchase
plan
pursuant
to
which
each
Shareholder
may
apply
for
up
to
$15,000
of Shares
each
at
an
issue
price
of
$0.0005
together
with
one
free
attaching
New
Option
for every
four
Shares
subscribed
for
to
raise
up
to
$550,000
(before
costs).

Patersons
has
agreed
to
fully
underwrite
the
Share
Purchase
Plan
and
has
obtained
sub-‐ underwriting
commitments.
The
Directors
consider
it
would
be
unlikely
that
no
eligible Shareholders
will
apply
for
SPP
Securities
under
the
Share
Purchase
Plan.
If
eligible Shareholders
apply
for
all
SPP
Shares
and
SPP
Options
under
the
Share
Purchase
Plan,
then
no

SPP
Shares
or
SPP
Options
will
be
issued
to
the
Underwriter
or
sub-‐underwriters
(unless
they are
a
Shareholder
that
applies
for
Shares
under
the
Share
Purchase
Plan
in
that
capacity).

The
funds
raised
from
the
Share
Purchase
Plan
will
be
used
to
repay
the
Convertible
Loans with
associated
fees
and
interest
in
addition
to
providing
working
capital
for
business
and administration
costs
and
to
assess
further
new
business
opportunities.

Listing
Rule
7.1
provides
that
a
company
must
not
(subject
to
specified
exceptions),
without the
approval
of
shareholders,
issue
or
agree
to
issue
during
any
12
month
period
any
equity securities,
or
other
securities
with
rights
to
conversion
to
equity
(such
as
an
option),
if
the number
of
those
securities
exceeds
15%
of
the
number
of
ordinary
securities
on
issue
at
the commencement
of
that
12
month
period.

Exception
15
of
Listing
Rule
7.2
provides
an
exception
to
Listing
Rule
7.1
for
the
issue
of securities
pursuant
to
a
share
purchase
plan.
However,
for
this
exception
to
apply,
the number
of
securities
to
be
issued
pursuant
to
the
Share
Purchase
Plan
cannot
be
greater
than 30%
of
the
number
of
fully
paid
ordinary
securities
already
on
issue
in
the
Company.

Given
the
SPP
Shares
and
SPP
Options
(together
the SPP
Securities )
to
be
issued
under Resolution
1
would
result
in
the
Company
exceeding
the
30%
threshold
set
out
in
Exception
15 of
Listing
Rule
7.2,
Shareholder
approval
is
required
under
Listing
Rule
7.1.

Resolution
1
is
an
ordinary
resolution.

**4.2 Specific

information
required
by
Listing
Rule
7.3**

For
the
purposes
of
Listing
Rule
7.3,
information
regarding
the
issue
of
the
SPP
Securities pursuant
to
the
Share
Purchase
Plan
is
provided
as
follows:

(a) The
maximum
number
of
securities
that
the
Company
may
issue
pursuant
to Resolution
1
is
1,100,000,000
Shares
and
275,000,000
New
Options
(both
on
a
pre-‐ Consolidation
basis).
(b) The
Company
will
issue
the
SPP
Securities
no
later
than
three
months
after
the
date of
the
Meeting
(or
such
later
date
to
the
extent
permitted
by
an
ASX
waiver
or modification
of
the
Listing
Rules).
(c) The
SPP
Shares
will
be
issued
at
an
issue
price
of
$0.0005
per
Share
and
the
SPP Options
will
be
granted
as
free
attaching
Options
on
the
basis
of
one
Option
for
every four
Shares
subscribed
for.
(d) The
SPP
Securities
will
be
issued
to
eligible
Shareholders
of
the
Company
(as
defined in
the
prospectus
for
the
Share
Purchase
Plan)
and/or
the
Underwriter
and
sub-‐ underwriters
depending
on
the
level
of
eligible
Shareholder
participation
in
the
Share Purchase
Plan.
The
sub-‐underwriters
are
not
related
parties
of
the
Company.
(e) The
SPP
Shares
will
comprise
fully
paid
ordinary
shares
of
the
Company
ranking equally
with
all
other
fully
paid
ordinary
shares
of
the
Company.
(f) The
SPP
Options
will
each
be
exercisable
at
$0.001
(being
$0.002
on
a
post-‐ Consolidation
basis)
on
or
before
31
March
2019
and
will
otherwise
have
the
terms and
conditions
set
out
in
Schedule
(g) The
funds
raised
from
the
issue
of
the
SPP
Securities
will
be
used
to
repay
the Convertible
Loans
with
associated
fees
and
interest
in
addition
to
providing
working

capital
for
business
and
administration
costs
and
to
assess
further
new
business opportunities.

(h)
The
issue
of
the
SPP
Securities
may
occur
progressively
subject
to
Section
4.2(b).
(i) The
Company
has
been
granted
a
waiver
of
Listing
Rule
7.3.8
to
permit
Resolution
1 to
not
include
a
voting
exclusion
statement
that
excludes
any
person
who
may participate
in
the
Share
Purchase
Plan
other
than
a
person
who
underwrites
or
sub-‐ underwrites
the
Share
Purchase
Plan.

**5. Resolution

2
–
Authority
to
issue
Underwriter
Shares
to
the Underwriter**

5.1 General

Resolution
2
seeks
Shareholder
approval
pursuant
to
Listing
Rule
7.1
for
the
issue
of
up
to 125,000,000
Shares
(on
a
pre-‐Consolidation
basis)
to
the
Underwriter.
Patersons
has
agreed to
fully
underwrite
the
Share
Purchase
Plan
and
the
Company
has
agreed
(subject
to Shareholder
approval)
to
issue
the
Underwriter
Shares
as
the
management
fee
pursuant
to
the Underwriting
Agreement.

Resolution
2
is
an
ordinary
Resolution
and
is
subject
to
Resolution
1
being
passed.

**5.2 Specific

information
required
by
Listing
Rule
7.3**

For
the
purposes
of
Listing
Rule
7.3,
information
regarding
the
issue
of
the
Underwriter
Shares is
provided
as
follows:

(a) The
Underwriter
Shares
will
be
issued
as
the
fee
payable
to
the
Underwriter
for underwriting
the
Share
Purchase
Plan
pursuant
to
the
Underwriting
Agreement
and accordingly
no
funds
will
be
raised
from
the
issue
of
the
Underwriter
Shares.
(b) The
maximum
number
of
Shares
the
Company
will
issue
under
Resolution
2
is 125,000,000
Shares
(on
a
pre-‐Consolidation
basis).
(c) The
Company
will
issue
the
Underwriter
Shares
no
later
than
three
months
after
the date
of
the
Meeting
(or
such
later
date
to
the
extent
permitted
by
any
ASX
waiver
or modification
of
the
Listing
Rules)
and
it
is
intended
that
the
Underwriter
Shares
will be
issued
on
the
same
date.
(d) The
Underwriter
Shares
will
be
fully
paid
ordinary
shares
in
the
capital
of
the Company
issued
on
the
same
terms
and
conditions
as
the
Company’s
existing
Shares.
(e) A
voting
exclusion
statement
is
included
in
the
Notice.

6. **Resolution

3
–
Authority
to
grant
Underwriter
Options**

6.1 General

As
set
out
above,
the
Company
is
proposing
to
undertake
the
Share
Purchase
Plan
which Patersons
has
agreed
to
fully
underwrite.

In
order
to
induce
underwriting
and
sub-‐underwriting
commitments
in
relation
to
the
Share Purchase
Plan
the
Company
may
grant
550,000,000
New
Options
(on
a
pre-‐Consolidation basis).

Accordingly,
Resolution
3
seeks
Shareholder
approval
pursuant
to
Listing
Rule
7.1
for
the
grant of
550,000,000
New
Options
(on
a
pre-‐Consolidation
basis),
to
be
granted
to
the
Underwriter or
its
nominees,
including
sub-‐underwriters
of
the
SPP,
such
that
those
parties
will
receive
one Capital
Raising
Option
for
every
two
Shares
underwritten/sub-‐underwritten
under
the
Share Purchase
Plan.

A
summary
of
Listing
Rule
7.1
is
provided
in
Section
4.1.
The
grant
of
the
Underwriter
Options under
Resolution
3
would
result
in
the
Company
exceeding
the
15%
threshold
under
Listing Rule
7.1.
Therefore
Shareholder
approval
is
required
pursuant
to
Listing
Rule
7.1.

Resolution
3
is
an
ordinary
resolution
and
is
subject
to
the
approval
of
Resolution
1.

6.2 **Specific

information
required
by
Listing
Rule
7.3**

For
the
purposes
of
Listing
Rule
7.3,
information
regarding
the
grant
of
the
Underwriter Options
is
provided
as
follows:

(a) The
maximum
number
of
New
Options
the
Company
will
grant
under
Resolution
3
is 550,000,000
New
Options
(on
a
pre-‐Consolidation
basis).
(b) The
Company
will
grant
the
Underwriter
Options
no
later
than
three
months
after the
date
of
the
Meeting
(or
such
later
date
to
the
extent
permitted
by
any
ASX waiver
or
modification
of
the
Listing
Rules).
(c) The
Underwriter
Options
will
be
granted
for
nil
cash
consideration.
Each
Underwriter Option
will
be
issued
as
part
of
the
fee
to
the
underwriter/sub-‐underwriters
in consideration
for
the
underwriting/sub-‐underwriting
of
the
proposed
Share
Purchase Plan
on
the
basis
of
one
New
Option
for
every
two
shares
underwritten/sub-‐ underwritten
such
that
in
total
each
of
these
parties
will
receive
one
New
Option
for every
two
Shares
subscribed
for
under
the
Share
Purchase
Plan.
Accordingly
no funds
will
be
raised
from
the
grant
of
the
Underwriter
Options.
(d) The
recipients
of
the
Underwriter
Options
will
be
the
Underwriter
and/or
its nominees,
including
sub-‐underwriters
of
the
Share
Purchase
Plan.
The
sub-‐ underwriters
are
persons
who
fall
within
one
of
the
exemptions
contained
in
section 708
of
the
Corporations
Act
and
are
not
related
parties
of
the
Company.
(e) The
Underwriter
Options
will
each
be
exercisable
at
$0.001
(being
$0.002
on
a
post-‐ Consolidation
basis)
on
or
before
31
March
2019
and
will
otherwise
have
the
terms and
conditions
set
out
in
Schedule
(f) The
grant
of
the
Underwriter
Options
may
occur
progressively
subject
to
Section 6.2(b).
(g) A
voting
exclusion
statement
is
included
in
the
Notice.

**7. Resolution

4
–
Authority
to
issue
Top-‐up
Placement
Securities**

7.1 General

In
addition
to
conducting
the
Share
Purchase
Plan,
the
Company
has
offered
the
Underwriter and/or
its
nominees
including
the
sub-‐underwriters
of
the
Share
Purchase
Plan)
the
right
but not
the
obligation
to
participate
in
a
top-‐up
placement
of
up
to
400,000,000
Shares
(on
a
pre-‐ Consolidation
basis)
each
at
an
issue
price
of
$0.0005
together
with
up
to
100,000,000
New Options
(on
a
pre-‐Consolidation
basis)
granted
as
free
attaching
Options
on
the
basis
of
one New
Option
for
every
four
Shares
subscribed
for
(being
the
same
terms
as
the
Share
Purchase Plan),
to
raise
up
to
$200,000
(before
costs)
( Top-‐up
Placement ).

The
funds
raised
from
the
Top-‐up
Placement
will
be
aggregated
with
the
funds
raised
from
the Share
Purchase
Plan
and
used
to
repay
the
Convertible
Loans
with
associated
fees
and
interest in
addition
to
providing
working
capital
for
business
and
administration
costs
and
to
assess further
new
business
opportunities.

Given
the
Top-‐up
Shares
and
Top-‐up
Options
(together
the Top-‐up
Securities )
to
be
issued under
Resolution
4
will
exceed
the
15%
threshold
set
out
in
Listing
Rule
7.1
and
none
of
the exceptions
contained
in
Listing
Rule
7.2
apply,
Shareholder
approval
is
required
under
Listing Rule
7.1.
A
summary
of
Listing
Rule
7.1
is
provided
in
Section
4.1.

Resolution
4
is
an
ordinary
resolution
and
is
subject
to
the
approval
of
Resolution
1.

**7.2 Specific

information
required
by
Listing
Rule
7.3**

For
the
purposes
of
Listing
Rule
7.3,
information
regarding
the
grant
of
the
Underwriter Options
is
provided
as
follows:

(a) The
maximum
number
of
securities
that
the
Company
may
issue
pursuant
to Resolution
4
is
400,000,000
Shares
and
100,000,000
New
Options
(both
on
a
pre-‐ Consolidation
basis).
(b) The
Company
will
issue
the
Top-‐up
Securities
no
later
than
three
months
after
the date
of
the
Meeting
(or
such
later
date
to
the
extent
permitted
by
any
ASX
waiver
or modification
of
the
Listing
Rules).
(c) The
Top-‐up
Shares
will
be
issued
at
an
issue
price
of
$0.0005
per
Share
and
the
Top-‐ up
Options
will
be
granted
as
free
attaching
Options
on
the
basis
of
one
New
Option for
every
four
Shares
subscribed
for.
(d) The
recipients
of
the
Top-‐up
Securities
will
be
Patersons
(and/or
its
nominees including
the
sub-‐underwriters
to
the
proposed
Share
Purchase
Plan).
Patersons
has agreed
to
fully
underwrite
the
Share
Purchase
Plan,
and
the
sub-‐underwriters
are persons
who
fall
within
one
of
the
exemptions
contained
in
section
708
of
the Corporations
Act
and
are
not
related
parties
of
the
Company.
(e) The
Top-‐up
Shares
will
comprise
fully
paid
ordinary
shares
of
the
Company
ranking equally
with
all
other
fully
paid
ordinary
shares
of
the
Company.
(f) The
Top-‐up
Options
will
each
be
exercisable
at
$0.001
(being
$0.002
on
a
post-‐ Consolidation
basis)
on
or
before
31
March
2019
and
will
otherwise
have
the
terms and
conditions
set
out
in
Schedule

(g) The
funds
raised
from
the
issue
of
the
Top-‐up
Securities
will
be
aggregated
with
the funds
raised
from
the
Share
Purchase
Plan
and
will
be
used
to
repay
the
Convertible Loans
with
associated
fees
and
interest
in
addition
to
providing
working
capital
for business
and
administration
costs
and
to
assess
further
new
business
opportunities.
(h) The
issue
of
the
Top-‐up
Securities
may
occur
progressively
subject
to
Section
7.2(b).
(i) A
voting
exclusion
statement
is
included
in
the
Notice.

**8. Resolution

5
–
Authority
to
grant
New
Options
to
the
Prior Placement
Participants**

8.1 General

On
24
December
2013,
the
Company
issued
a
total
of
124,000,000
Shares
at
an
issue
price
of $0.002
each
pursuant
to
the
participants
in
the
Prior
Placement
to
raise
$248,000
(before costs)
( Prior
Placement ).
The
funds
raised
from
the
Prior
Placement
were
used
for
working capital
purposes.

As
part
of
the
Prior
Placement,
the
Company
agreed,
subject
to
Shareholder
approval,
to
grant 124,000,000
New
Options
(on
a
pre-‐Consolidation
basis)
to
the
participants
in
the
Prior Placement
as
free
attaching
Options
on
the
basis
of
one
Option
for
every
Share
issued
under the
Prior
Placement.

Resolution
5
seeks
Shareholder
approval
pursuant
to
Listing
Rule
7.1
for
the
grant
of
the
Prior Placement
Options.

Given
the
grant
of
the
Prior
Placement
Options
would
result
in
the
Company
exceeding
the 15%
threshold
set
out
in
Listing
Rule
7.1
and
none
of
the
exceptions
contained
in
Listing
Rule 7.2
apply,
Shareholder
approval
is
required
under
Listing
Rule
7.1.
A
summary
of
Listing
Rule 7.1
is
provided
in
Section
4.1.

Resolution
5
is
an
ordinary
resolution.

**8.2 Specific

information
required
by
Listing
Rule
7.3**

For
the
purposes
of
Listing
Rule
7.3,
information
regarding
the
grant
of
the
Prior
Placement Options
is
provided
as
follows:

(a) The
maximum
number
of
New
Options
that
the
Company
may
grant
to
the participants
in
the
Prior
Placement
is
124,000,000
Capital
Raising
Options
(on
a
pre-‐ Consolidation
basis).
(b) The
Prior
Placement
Options
will
be
granted
as
soon
as
reasonably
practicable
and
no later
than
three
months
after
the
date
of
the
Meeting
(or
such
later
date
to
the extent
permitted
by
an
ASX
waiver
or
modification
of
the
Listing
Rules).
(c) The
Prior
Placement
Options
will
be
granted
as
free
attaching
Options
on
the
basis
of one
New
Option
for
every
one
Share
issued
pursuant
to
the
Prior
Placement. Accordingly,
no
funds
will
be
raised
from
the
grant
of
the
Prior
Placement
Options.
(d) The
Prior
Placement
Options
will
be
granted
to
the
Prior
Placement
Participants
who were
sophisticated
and
professional
investors
introduced
by
Patersons.
None
of
the Prior
Placement
Participants
are
related
parties
of
the
Company

(e) The
Prior
Placement
Options
will
each
be
exercisable
at
$0.001
(being
$0.002
on
a post-‐Consolidation
basis)
on
or
before
31
March
2019
and
otherwise
have
the further
terms
and
conditions
in
Schedule
(f) The
grant
of
the
Prior
Placement
Options
may
occur
progressively
subject
to Section
1.1(b).
(g) A
voting
exclusion
statement
is
included
in
the
Notice.

**9. Resolution

6
-‐
Approval
of
Share
Consolidation**

Resolution
6
seeks
Shareholder
approval
for
the
Company
to
undertake
a
consolidation
of
the number
of
Shares
on
issue
on
the
basis
that
every
two
Shares
held
be
consolidated
into
one Share.
Similarly,
the
number
of
Options
on
issue
will
be
consolidated
on
the
basis
of
one Option
for
every
two
Options
held
and
the
exercise
price
of
such
Options
will
increase according
to
the
consolidation
ratio.

The
result
of
the
consolidation
is
that
each
Security
holding
will
be
reduced
by
two
times
its current
level.
Each
Shareholder’s
proportional
interest
in
the
Company’s
share
capital
will remain
unchanged
as
a
result
of
the
consolidation.
Any
fractional
entitlements
of
Security holders
as
a
consequence
of
the
consolidation
will
be
rounded
up.

The
change
in
capital
structure
of
the
Company
following
the
consolidation,
including
the
new shares
and
options
to
be
issued
as
set
out
in
this
Notice
of
Meeting,
and
which
is
subject
to adjustments
for
rounding,
is
as
follows:

	Number of Shares (pre- Consolidation)	Number of Shares (post- Consolidation)	Number of Options (pre- Consolidation)	Number of Options (post- Consolidation)
Balance at the date of this Notice	952,465,220	476,232,610	717,713,008(1)	358,856,504(2)
To be issued under the Share Purchase Plan	1,100,000,000	550,000,000	275,000,000(3)	137,500,000(4)
Top-upPlacement Securities	400,000,000	200,000,000	100,000,000(3)	50,000,000(4)
Underwriter Shares	125,000,000	62,500,000	-	-
Underwriter Options	-	-	550,000,000(3)	275,000,000(4)
Prior Placement Options	-	-	124,000,000(3)	62,000,000(4)
Balance after the Consolidation and the issue of new shares and options as set out in this Notice	2,557,465,220	1,278,732,610	1,766,713,008	883,356,504

(1) Options
each
exercisable
at
$0.0072
on
or
before
30
September
2016.

(2) Options
each
exercisable
at
$0.0144
on
or
before
30
September
2016.

(3) Options
each
exercisable
at
$0.001
on
or
before
31
March
2019.

(4) Options
each
exercisable
at
$0.002
on
or
before
31
March
2019.

The
consolidation
will
take
effect
from
the
second
Business
Day
after
Shareholder
approval
is received
pursuant
to
the
Notice
of
Meeting
( Effective
Date ).

As
from
the
day
that
is
four
Business
Days
after
the
Effective
Date,
the
Company
may
not register
transfers
on
a
pre-‐consolidation
basis.
In
the
case
of
certificated
holdings,
this
is
the last
day
for
the
Company
to
accept
transfers
accompanied
by
certificates
issued
before
the consolidation.

The
Company
will
send
a
notice
to
all
Security
holders
not
earlier
than
the
fifth
Business
Day after
the
Effective
Date
and
not
later
than
the
ninth
Business
Day
after
the
Effective
Date advising
of
the
number
of
Securities
held
by
each
Security
holder
both
before
and
after
the capital
consolidation.

Uncertificated
security
holding
statements
or
certificates
(as
applicable)
for
the
Securities
will be
sent
to
Security
holders
not
earlier
than
the
fifth
Business
Day
after
(but
not
including)
the Effective
Date
and
not
later
than
the
ninth
Business
Day
after
(but
not
including)
the
Effective Date.

The
Company
will,
from
the
date
that
is
five
Business
Days
after
the
Effective
Date,
reject transfers
accompanied
by
a
certificate
or
holding
statement
that
was
issued
before
the consolidation.

Where
a
Security
holder
has
sold
his
or
her
Securities
in
the
Company
prior
to
the consolidation
of
ordinary
Shares
or
consolidation
of
Options
and
the
Company
receives
a
valid transfer
executed
by
the
Security
holder
together
with
a
certificate
(if
applicable)
for
those Shares
or
options,
the
Company
will
send
an
uncertificated
security
holding
statement
or certificate
(as
applicable)
for
the
new
securities
(in
respect
to
the
Shares
or
Options)
to
the transferee
named
in
the
transfer.

Resolution
6
is
an
ordinary
resolution.

Based
upon
the
above,
an
indicative
timetable
assuming
Shareholder
approval
is
obtained
will be
as
follows:

be as follows:
Date	Event
14 July 2015	Following shareholder approval Company announces shareholder approval of capital consolidation.
15 July 2015	Last day for trading pre-capital consolidation securities.
16 July 2015	Trading in post-Consolidation securities commences on a deferred settlement basis.
20 July 2015	Record Date. Last day to register transfers on a pre-capital consolidation basis.
21 July 2015	First day to register transfers on a post-capital consolidation basis.
27 July 2015	Latest date for Company to send notice to each security holder of pre and post capital consolidation holdings.

10. Definitions

In
this
Notice,
Explanatory
Memorandum
and
Proxy
Form:

$ means
Australian
Dollars.

AEST means
Australian
Eastern
Standard
Time,
being
the
time
in
Melbourne,
Victoria.

Article means
an
article
of
the
Constitution.

ASIC means
Australian
Securities
and
Investments
Commission.

Associate has
the
meaning
given
in
section
318
of
the Income
Tax
Assessment
Act
1936 .

ASX means
ASX
Limited
(ACN
008
624
691)
and,
where
the
context
permits,
the
Australian Securities
Exchange
operated
by
ASX.

Board means
the
board
of
Directors.

Company means
IM
Medical
Limited
ACN
009
436
908.

Constitution means
the
current
constitution
of
the
Company.

Consolidation means
the
proposed
consolidation
of
the
Company’s
issued
capital
pursuant
to Resolution
6
on
the
basis
that
every
two
Shares
be
consolidated
into
one
Share.

Convertible
Loans means
the
convertible
loans
that
the
Company
entered
into
on
23 December
2014
to
raise
$300,000.

Director means
a
director
of
the
Company.

Effective
Date has
the
meaning
given
in
Section
9.

Explanatory
Memorandum means
the
explanatory
memorandum
attached
to
the
Notice.

Listing
Rules means
the
listing
rules
of
ASX.

Meeting has
the
meaning
in
the
introductory
paragraph
of
the
Notice.

New
Option means
an
Option
exercisable
at
$0.002
on
or
before
31
March
2019
and otherwise
with
the
terms
and
conditions
in
Schedule
1.

Notice means
this
notice
of
meeting.

Option means
an
option
to
acquire
a
Share.

Patersons means
Patersons
Securities
Limited.

Prior
Placement has
the
meaning
given
in
Section
8.1.

Prior
Placement
Options has
the
meaning
given
in
Resolution
5.

Prior
Placement
Participants means
the
sophisticated
and
professional
investors
introduced by
Patersons
who
participated
in
the
Prior
Placement.

Prospectus means
the
prospectus,
to
be
issued
by
the
Company,
for
the
Capital
Raising.

Proxy
Form means
the
proxy
form
attached
to
the
Notice.

Resolution means
a
resolution
contained
in
this
Notice.

Schedule means
a
schedule
to
this
Notice. Section means
a
section
contained
in
this
Explanatory
Memorandum. Securities means
Shares
and/or
Options.

Share means
a
fully
paid
ordinary
share
in
the
capital
of
the
Company. Share
Purchase
Plan has
the
meaning
given
in
Section
3. Shareholder means
a
shareholder
of
the
Company. SPP
Options has
the
meaning
given
in
Resolution
1. SPP
Securities has
the
meaning
given
in
Section
4.1. SPP
Shares has
the
meaning
given
in
Resolution
1.

Top-‐up
Options has
the
meaning
given
in
Resolution
4. Top-‐up
Placement has
the
meaning
given
in
Section
3. Top-‐up
Securities has
the
meaning
given
in
Section
7.1. Top-‐up
Shares has
the
meaning
given
in
Resolution
4. Underwriter means
Patersons. Underwriter
Options has
the
meaning
given
in
Resolution
3. Underwriter
Shares has
the
meaning
given
in
Resolution
2.

In
this
Notice,
words
importing
the
singular
include
the
plural
and
vice
versa.

**Schedule

1 -‐
Terms
and
Conditions
of
New
Options**

1.

Entitlement

Each
New
Option
( Option )
entitles
the
holder
to
subscribe
for
one
Share
upon
exercise
of
the Option.

Exercise
Price
and
Expiry
Date

The
Options
have
an
exercise
price
of
$0.001
( Exercise
Price )
and
an
expiry
date
of
31
March 2019
( Expiry
Date ).

Exercise
Period

The
Options
are
exercisable
at
any
time
on
or
prior
to
the
Expiry
Date.

Notice
of
Exercise

The
Options
may
be
exercised
by
notice
in
writing
to
the
Company
( Notice
of
Exercise )
and payment
of
the
Exercise
Price
for
each
Option
being
exercised.
Any
Notice
of
Exercise
of
an Option
received
by
the
Company
will
be
deemed
to
be
a
notice
of
the
exercise
of
that
Option as
at
the
date
of
receipt.

Shares
issued
on
exercise

Shares
issued
on
exercise
of
the
Options
will
rank
equally
with
the
then
shares
of
the Company.

Quotation
of
Shares
on
exercise

Application
will
be
made
by
the
Company
to
ASX
for
quotation
of
the
Shares
issued
upon
the exercise
of
the
Options.

Timing
of
issue
of
Shares

After
an
Option
is
validly
exercised,
the
Company
must,
within,
15
Business
Days
of
the
notice of
exercise
and
receipt
of
cleared
funds
equal
to
the
sum
payable
on
the
exercise
of
the Option:

(a) issue
the
Share;
and
(b) do
all
such
acts,
matters
and
things
to
obtain
the
grant
of
official
quotation
of
the Share
on
ASX
no
later
than
5
Business
Days
after
issuing
the
Shares.
Participation
in
new
issues

There
are
no
participation
rights
or
entitlements
inherent
in
the
Options
and
holders
will
not be
entitled
to
participate
in
new
issues
of
capital
offered
to
Shareholders
during
the
currency of
the
Options.

Adjustment
for
bonus
issues
of
Shares

If
the
Company
makes
a
bonus
issue
of
Shares
or
other
securities
to
existing
Shareholders (other
than
an
issue
in
lieu
or
in
satisfaction
of
dividends
or
by
way
of
dividend
reinvestment):

(a) the
number
of
Shares
which
must
be
issued
on
the
exercise
of
an
Option
will
be increased
by
the
number
of
Shares
which
the
Optionholder
would
have
received
if the
Optionholder
had
exercised
the
Option
before
the
record
date
for
the
bonus issue;
and
(b) no
change
will
be
made
to
the
Exercise
Price.

10. Adjustment

for
entitlement
issue

If
the
Company
makes
an
issue
of
Shares
pro
rata
to
existing
Shareholders
(other
than
an
issue in
lieu
or
in
satisfaction
of
dividends
or
by
way
of
dividend
reinvestment)
the
Exercise
Price
of an
Option
will
be
reduced
according
to
the
following
formula:

New
exercise
price
=
O
-‐ E[P-‐(S+D)] N+1

= the
old
Exercise
Price
of
the
Option.

= the
number
of
underlying
Shares
into
which
one
Option
is
exercisable.

= average
market
price
per
Share
weighted
by
reference
to
volume
of
the
underlying Shares
during
the
5
trading
days
ending
on
the
day
before
the
ex
rights
date
or
ex
entitlements date.

= the
subscription
price
of
a
Share
under
the
pro
rata
issue.

= the
dividend
due
but
not
yet
paid
on
the
existing
underlying
Shares
(except
those
to be
issued
under
the
pro
rata
issue).

= the
number
of
Shares
with
rights
or
entitlements
that
must
be
held
to
receive
a
right to
one
Share.

11. Adjustments

for
reorganisation

If
there
is
any
reconstruction
of
the
issued
share
capital
of
the
Company,
the
rights
of
the Optionholders
may
be
varied
to
comply
with
the
Listing
Rules
which
apply
to
the reconstruction
at
the
time
of
the
reconstruction.

12. Quotation

of
Options

The
Options
will
be
listed
Options.

Options
transferable

The
Options
are
freely
transferable.

14. Lodgement

Instructions

Cheques
shall
be
in
Australian
currency
made
payable
to
the
Company
and
crossed
"Not Negotiable".
The
application
for
shares
on
exercise
of
the
Options
with
the
appropriate remittance
should
be
lodged
at
the
Company's
share
registry.

IM MEDICAL LTD

REGISTERED OFFICE:

LEVEL 40 140 WILLIAM STREET MELBOURNE VIC 3000

ACN: 009 436 908

SHARE REGISTRY:

Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

		All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153
	«HOLDER_NAME» «ADDRESS_LINE_1» «ADDRESS_LINE_2» «ADDRESS_LINE_3» «ADDRESS_LINE_4» «ADDRESS_LINE_5»	AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au IMI Code:
		«HOLDER_NUMB Holder Number:

PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

Lodge your proxy vote securely at www.securitytransfer.com.au «ONLINE PRX 1. Log into the Investor Centre using your holding details.

VOTE

ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

==> picture [337 x 31] intentionally omitted <==

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 11:00am AEST on Tuesday 14 July 2015 at Level 15, 333 Collins Street, Melbourne, Victoria and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. RESOLUTION For Against Abstain

1.	Authority to	issue Securities pursuant to the Share Purchase Plan
2.	Authority to	issue Underwriter Shares to the Underwriter
3.	Authority to	grant Underwriter Options
4.	Authority to	issue Top-up Placement Securities
5.	Authority to	grant New Options to Prior Placement Participants
6.	Approval of	Share Consolidation

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * 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.

SECTION C: Signature of Security Holder(s)

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

section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)
Individual or Security Holder Security Holder 2 Security Holder 3

Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 11:00am AEST on Sunday 12 July 2015.

IMIPX2140715

IMIPX2140715

IMI

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) 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 contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

a) On each of the Proxy forms, 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 of your votes; and
b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Registrars Pty Ltd Online www.securitytransfer.com.au

Postal Address PO BOX 535 Applecross WA 6953 AUSTRALIA Street Address Alexandrea House Suite 1, 770 Canning Highway Applecross WA 6153 AUSTRALIA Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

AI assistant

BABYLON PUMP & POWER LIMITED — Proxy Solicitation & Information Statement 2015

64557_rns_2015-06-10_5eca4a24-c4ff-4666-a142-2450da685a48.pdf

**NOTICE

**NOTICE

AGENDA

**1. Resolution

**Voting

**2. Resolution

Underwriter

**Voting

3.

**Resolution

**Voting

**4. Resolution

**Voting

**5. Resolution

**Voting

**6. Resolution

**BY

**EXPLANATORY

1. Introduction

**2. Action

2.1 Proxies

3. Background

**4. Resolution

4.1 General

**4.2 Specific

**5. Resolution

5.1 General

**5.2 Specific

6.

**Resolution

6.1 General

6.2

**Specific

**7. Resolution

7.1 General

**7.2 Specific

**8. Resolution

8.1 General

**8.2 Specific

**9. Resolution

10. Definitions

**Schedule

1.

10. Adjustment

11.

Adjustments

12. Quotation

14. Lodgement

IM MEDICAL LTD

REGISTERED OFFICE:

ACN: 009 436 908

SHARE REGISTRY:

PROXY FORM

VOTE

SECTION A: Appointment of Proxy

SECTION B: Voting Directions

SECTION C: Signature of Security Holder(s)

1. NAME AND ADDRESS

2. APPOINTMENT OF A PROXY

3. DIRECTING YOUR PROXY HOW TO VOTE

4. APPOINTMENT OF A SECOND PROXY

5. SIGNING INSTRUCTIONS

6. LODGEMENT OF PROXY

PRIVACY STATEMENT

More from BABYLON PUMP & POWER LIMITED

BABYLON PUMP & POWER LIMITED Proxy Solicitation & Information Statement 2015