CAMBIUM BIO LIMITED — AGM Information 2013

Oct 24, 2013

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Notice of Annual General Meeting 27 November 2013 and Explanatory Statement

77 Ridge Street, Gordon, NSW 2072 • PO Box 20, Gordon, NSW 2072 Ph: +61 2 9499 8010 • Fax: +61 2 9499 8020 • www.regeneus.com.au • ABN 13 127 035 358 24645386 v1 Sydney 24 10 13

By order of the Board

25 October 2013

Sandra McIntosh

Company Secretary

NOTICE is hereby given that the Annual General Meeting of Members of Regeneus Ltd (the Company) will be held at the offices of DibbsBarker Lawyers, Level 8, 123 Pitt Street, Sydney NSW on Wednesday, 27 November 2013 at 1.00pm (Sydney time).

ORDINARY BUSINESS

Financial Report

To receive the financial statements of the Company for the year ended 30 June 2013 together with the Directors’ Report and the Auditor’s Report.

Resolutions

Resolution 1: Adoption of the Remuneration Report

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

“That the Remuneration Report for the year ended 30 June 2013 be adopted.”

Note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

The Company will disregard any votes cast on the above resolution:

• by key management personnel or their closely related parties; or

• as a proxy by key management personnel or a closely related party of any key management personnel.

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.

Resolution 2: Re-election of a Director, Ben Herbert

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

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Notice of Meeting

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“That Ben Herbert, who retires as a director of the Company by rotation in accordance with clauses 3.6(c) and 3.7 of the Company’s Constitution, and being eligible for re-election, is re-elected as a director of the Company”.

Determination of Entitlement to Attend and Vote

The Company has determined that the holders of the Company’s ordinary shares for the purpose of the Annual General Meeting will be the registered holders of ordinary shares at 7.00pm (Sydney time) on Monday, 25 November 2013 .

Attendance at the Annual General Meeting

In person: You may attend the Annual General Meeting in person at the date, time and place specified in the Notice of Meeting. Prior registration is not required.

By proxy: A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy. A proxy need not be a member of the Company. 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 the votes.

If you would like to appoint a proxy to attend the meeting on your behalf, this can be done as follows:

1. Post: Regeneus Limited Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia; 2. Facsimile: 61 2 9287 0309; or 3. Delivery to: Link Market Services Limited Level 12, OR 1A Homebush Bay Drive, World Square Rhodes, NSW 2138 680 George Street, Sydney NSW 2000

by 1:00 p.m. on Monday, 25 November 2013. Proxy forms received after this time will be invalid.

Votes can also be lodged online before the deadline above. To vote online:

1. Login to the Link website using the holding details as shown on the proxy form.

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

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The proposed Chair of the meeting intends to vote undirected proxies in favour of all resolutions.

By power of attorney: If an ordinary shareholder has appointed an attorney to attend and vote at the meeting, or if a proxy form is signed by an attorney, the power of attorney must likewise be received by Link Market Services Limited, located at 1A Homebush Bay Drive, Rhodes, NSW 2138 or Level 12, 680 George Street, Sydney, NSW 2000, or by facsimile to Link on +61 2 9287 0309 by no later than 1.00pm Sydney time on Monday, 25 November 2013 , being not less than 48 hours before the time for holding the meeting.

By corporate representative: A member who is a body corporate may appoint an individual as a representative to exercise the member’s voting rights at the Annual General Meeting pursuant to section 250D of the Corporations Act 2001 (Cth). Representatives will be required to present documentary evidence of their appointment on the day of the meeting.

Questions from Members

Members who are unable to attend the Annual General Meeting and would like to ask questions of the Board concerning matters to be considered at the Annual General Meeting, are invited to do so by completing the form included with this Notice.

Your questions are important to us and although we may not be able to reply to each question individually, we will respond to as many of the frequently asked questions as possible at the Annual General Meeting, or answered after the meeting.

Enquiries

For further information relating to the 2013 Annual General Meeting, please contact the Company Secretary at sandra.mcintosh@regeneus.com.au or call + 61 2 9499 8010.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to assist shareholders with their consideration of the resolutions detailed in the Notice of Annual General Meeting dated 25 October 2013. This Explanatory Statement should be read with, and forms part of, the accompanying Notice of Meeting.

1. Financial Report

As required by section 317 of the Corporations Act 2001 (Cth), the Financial Report, Directors’ Report, Directors’ Declarations and the Independent Audit Report of the Company for the financial year ended 30 June 2013 will be laid before the Annual General Meeting.

Shareholders will be provided with the opportunity to raise questions in relation to the reports, however there will be no formal resolution put to the meeting. The Company’s Auditor will be present at the meeting and shareholders will also be given the opportunity to ask the Auditor questions on the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company for the preparation of the financial statements and the independence of the Auditor.

2. Resolution 1 – Adoption of the Remuneration Report

The Corporations Act 2001 (Cth) requires that listed companies include a Remuneration Report in their Directors’ Report. The Remuneration Report is set out on pages 9 to 11 of the Company’s Annual Report. The Remuneration Report includes information in respect of the Company’s remuneration policies in respect of Directors and executives, including the relationship between remuneration policies and the Company’s performance, prescribed details of Directors and executives, details of securities included in the remuneration of Directors and executives and details of persons employed under a contract.

The resolution to adopt the Remuneration Report has been put to the shareholders in accordance with section 250R(2) of the Corporations Act 2001 (Cth). Any outcome, with respect to this resolution, is advisory only and does not bind the Directors or the Company. However, if more than 25% of the votes are cast against two consecutive annual section 250R(2) resolutions, the Corporations Act 2001 (Cth) requires a shareholder vote on whether to convene a special meeting at which all directors (other than a managing director) who were in office when the second section 250R(2) resolution was passed must stand for reelection. As this is the first Annual General Meeting of the Company since its listing, this will be the first time that the resolution regarding the Remuneration Report will be put to the shareholders.

The Chair will allow a reasonable opportunity at the meeting for shareholders as a whole to ask questions about or make comments on the Remuneration Report.

The Directors will consider the outcome of this vote and any comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

Voting exclusion statement

For the purposes of the voting exclusion statement on Resolution 1:

“ key management personnel ” ( KMP ) means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any

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director (whether executive or otherwise) of the Company.

“ closely related party ” means: (a) a spouse or child of the KMP; (b) a child of the KMP’s spouse; (c) a dependent of the KMP or the KMP spouse; (d) anyone else who is one of the KMP’s family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP’s dealing with the Company; (e) a company the KMP controls; or (f) a person otherwise prescribed by the regulations.

Where the Chair is appointed as a proxy, the Chair will vote all undirected proxies in favour of Resolution 1.

If you appoint the Chair as your proxy, and you check the box consenting to the Chair voting undirected proxies, then unless you include an express voting direction on your proxy form, you will be directing, and expressly consenting to the Chair to vote in favour of Resolution 1.

2. Resolution 2 – Re-election of a Director, Ben Herbert

Associate Professor Ben Herbert has been a Non-Executive Director of the Company since 14 August 2007. In accordance with the retirement by rotation requirements of the Company’s Constitution and the ASX Listing Rules, Ben Herbert retires and offers himself for re-election as a Director of the Company.

His experience, qualifications, and special responsibilities are set out on 4 of the Company’s Consolidated Financial Statements.

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Notice of Meeting

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