DIMERIX LIMITED — AGM Information 2008

Oct 19, 2008

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SUN BIOMEDICAL LIMITED

ACN 001 285 230

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Sun Biomedical Limited ( Company ) will be held at Stamford Plaza Hotel, 111 Little Collins Street, Melbourne on Monday, 17 November 2008 at 11:00 am.

BUSINESS:

A. ACCOUNTS AND REPORTS:

Financial and related reports

To table the financial report and accounts of the Company and the related reports of the directors and auditors for the year ended 30 June 2008 and to provide members with the opportunity to raise any issues or ask any questions generally of the Directors.

B. RESOLUTIONS:

To consider, and if thought fit, approve the following resolutions by members as ordinary resolutions:

1. Re-election of Mr Andrew Paice

‘That Mr Andrew Paice, a Director retiring by rotation in accordance with the Company’s Constitution and being eligible and having signified his candidature for the Office, be and is hereby re-elected a Director of the Company.

2. Issue of Shares and Options

‘That for the purposes of ASX Listing Rule 7.4, approval be given in respect of the issue of:

• (a) 56,186,217 ordinary shares in the Company; and

• (b) 28,093,109 options over unissued shares in the capital of the Company,

all of which were issued within the 12 month period immediately preceding the date of this Notice of Annual General Meeting, on the terms and conditions set out in the Explanatory Notes.’

3. Issue of Options

‘That for the purposes of ASX Listing Rule 7.4, approval be given in respect of the issue of 6,000,000 options to acquire ordinary shares in the Company, all of which were issued within the 12 month period immediately preceding the date of this Notice of Annual General Meeting, on the terms and conditions set out in the Explanatory Notes.’

4. Issue of Shares to Mr Peter King and Mr Jim Hallam for payment of accrued directors fees

‘That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given to the issue of the following ordinary shares in the Company:

• (a) 2,480,762 ordinary shares to Mr Peter King a Director of the Company, or to his nominee; and

• (b) 1,155,095 ordinary shares to Mr Jim Hallam, also a Director of the Company, or to his nominee,

in consideration for the payment of accrued directors fees and on the terms and conditions as set out in the Explanatory Notes.’

5. Removal of Auditor

‘That BDO Kendalls Audit & Assurance (NSW-VIC) Pty Ltd be removed from the office as auditor of the Company.’

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

6. Appointment of Auditor

‘That the Company accept the written consent of Armstrong Partners (Aust.) Pty Ltd (Armstrong Partners) to act as auditor of the Company and appoint Armstrong Partners as auditor of the Company.’

To consider and, if thought fit, pass the following resolution as a non-binding resolution:

7. Adoption of Remuneration Report

‘That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the financial year ended 30 June 2008 be adopted.’

By Order of the Board

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Alfonso Grillo Company Secretary 17 October 2008

EXPLANATORY NOTES

These Explanatory Notes form part of the Notice of Annual General Meeting dated 17 October 2008 and should be read in conjunction with that Notice as these Explanatory Notes contain important information on the proposed Resolutions.

1. RESOLUTION 1 – RE-ELECTION OF MR ANDREW PAICE

Rule 3 of the Constitution requires one third of directors (except for the Managing Director) to retire each year (by rotation). Mr Andrew Paice retires this year in accordance with this rule and is permitted to seek re-election. Personal particulars for Mr Andrew Paice are set out in the Board of Directors information included in the Annual Report.

2. RESOLUTION 2 – ISSUE OF SHARES AND OPTIONS

2.1. Approval

Approval is sought pursuant to ASX Listing Rule 7.4 to the past issue of:

• (a) 56,186,217 ordinary shares in the Company; and

• (b) 28,093,109 options to acquire ordinary shares in the Company,

issued to Dr Ming and Alice Sun ( the Suns ) on or about 25 August 2008 . Such approval will enable the Company to refresh its ability to issue further securities in the future without seeking shareholder approval in accordance with ASX Listing Rule 7.1.

2.2. Reason for Seeking Approval

Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval in any 12 month period to 15% of its issued securities.

ASX Listing Rule 7.4 allows for shareholders to subsequently approve an issue of securities, provided the issue was not in breach of ASX Listing Rule 7.1. The issue of the securities did not breach ASX Listing Rule 7.1. Shareholders are being asked to approve the issue of the securities in accordance with ASX Listing Rule 7.4.

If the issue of the securities issued to the Suns on 25 August 2008 is treated as having been made with shareholder approval pursuant to ASX Listing Rule 7.4, the Company’s capacity to issue further securities is restored. The Directors consider it prudent to retain the capacity to issue up to 15% of its issued capital so that the Company has the maximum flexibility in its funding options for future opportunities, whilst ensuring that an optimal capital structure can be maintained. Accordingly, the Company seeks shareholder approval to the issue of the securities as set out in Resolution 2.

2.3. Number of Securities

The number of securities for which shareholder approval is being sought is:

• (a) 56,186,217 ordinary shares; and

• (b) 28,093,109 options.

2.4. Consideration

The securities were issued for the following consideration:

• (a) Shares – 1 cent per ordinary share; and

• (b) Options – the options were free attaching to the shares issued.

The total consideration for the issue of the securities was $561,862 (before the costs of the issue).

2.5. Use of funds

The securities were issued as consideration for the amounts outstanding to the Suns for the acquisition of the Company’s United States based subsidiary, Sun Biomedical Laboratories, Inc.

2.6. Terms of the securities issued

From their date of issue, the securities had the following terms:

• (a) Shares - the ordinary shares issued ranked equally in all respects with the Company’s existing fully paid ordinary shares; and

• (b) Options – exercisable at 2 cents on or before 30 November 2010. The ordinary shares issued upon exercise of the options are to rank equally in all respects with the Company’s existing fully paid ordinary shares.

The Shares and Options are to be held in voluntary escrow until 31 December 2008.

2.7. Name of the allottees

The securities were issued to Dr Ming and Alice Sun.

2.8. Recommendation

The Board recommends that shareholders approve the past issue of securities proposed by Resolution 2.

2.9. Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2 by:

• Dr Ming and Alice Sun; and

• an associate of Dr Ming and Alice Sun.

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 the direction on the proxy form to vote as the proxy decides.

3.

RESOLUTION 3 – ISSUE OF OPTIONS

Approval is sought pursuant to ASX Listing Rule 7.4 to the past issue of 6,000,000 options to acquire ordinary shares in the Company issued to the Chief Operating Officer of Sun Biomedical Laboratories, Inc, Mr Jack Kerins. Such approval will enable the Company to refresh its ability to issue further securities in the future without seeking shareholder approval in accordance with ASX Listing Rule 7.1.

3.1. Listing Rule 7.1

Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval in any 12 month period to 15% of its issued securities.

ASX Listing Rule 7.4 allows for shareholders to subsequently approve an issue of securities, provided the issue was not in breach of ASX Listing Rule 7.1. The issue of the securities did not breach ASX Listing Rule 7.1. Shareholders are being asked to approve the issue of the securities in accordance with ASX Listing Rule 7.4.

If the issue of the options to Mr Kerins on 25 June 2008 is treated as having been made with shareholder approval pursuant to ASX Listing Rule 7.4, the Company’s capacity to issue further securities is restored. The Directors consider it prudent to retain the capacity to issue further securities and accordingly seek shareholders’ approval to the issue of the securities as set out in Resolution 3 .

3.2. Number of Securities

The number of securities for which shareholder approval is being sought is 6,000,000 options.

3.3. Consideration and use of funds

The options were issued for no cash consideration. The options have been issued as an employment incentive to Mr Kerins.

3.4. Terms of the securities issued

All ordinary shares issued upon exercise of the options will rank equally in all respects with the Company’s existing fully paid ordinary shares.

The 6,000,000 options have the following terms:

• (a) 4,000,000 options exercisable at 4.5 cents on or before 31 December 2010. These options will vest within one year following the sales of Sun Biomedical Laboratories, Inc attaining USD2,000,000 in a 12 month period ( Sales Target ) provided the Sales Target is achieved on or before 31 December 2010. If the Sales Target is not achieved by 31 December 2010, the options shall lapse; and

• (b) 2,000,000 options exercisable at 2.0 cents on or before 15 September 2011. These options will vest on 15 September 2008.

3.5. Name of the allottees

The options were issued to Mr Jack Kerins.

3.6. Recommendation

The Board recommends that shareholders approve the past issue of securities proposed by Resolution 3.

3.7. Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by:

• Mr Kerins; and

• an associate of Mr Kerins.

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 the direction on the proxy form to vote as the proxy decides.

4. RESOLUTION 4 – ISSUE OF SHARES TO MR PETER KING AND MR JIM HALLAM

Approval is sought pursuant to ASX Listing Rule 10.11 to issue the following ordinary shares in the Company to the following Directors:

• (a) 2,480,762 ordinary shares to Mr Peter King, or his nominee, in consideration of $39,374.66 of accrued directors fees owed to Mr King by the Company; and

• (b) 1,155,095 ordinary shares to Mr Jim Hallam, or his nominee, in consideration of $18,333.67 of accrued directors fees owed to Mr Hallam by the Company.

The ordinary shares are proposed to be issued in full consideration of the waiving of any future rights to the accrued directors fees owed to Mr King and Mr Hallam by the Company. Accordingly, if this Resolution 4 is passed and the ordinary shares are issued to both Mr King and Mr Hallam:

• (i) Mr King will have no future claim to the $39,374.66 of accrued directors fees owed to him; and

• (ii) Mr Hallam will have no future claim to the $18,333.67 of accrued directors fees owed to him.

The issue price of the ordinary shares, 1.5872 cents, was calculated as the 20 day volume weighted average price of the Company’s shares prior to, and including, 25 September 2008. Accordingly, the number of ordinary shares to be issued to Mr King and Mr Hallam is determined in accordance with the following formula:

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Ordinary shares = $ Accrued directors fees
to be issued 20 day VWAP prior to, and including, 25 September 2008
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The 20 day VWAP is calculated prior to, and including, 25 September 2008 as the Directors resolved on 25 September 2008 to propose to shareholders that the accrued directors fees be paid in this manner.

4.1. Listing Rule 10.1

ASX Listing Rule 10.11 prohibits a listed company from issuing or agreeing to issue securities (including ordinary shares) to a related party (which includes a Director) without the approval of its shareholders.

Both Mr Peter King and Mr Jim Hallam are Directors of the Company and accordingly shareholder approval is required.

The following information is provided in accordance with ASX Listing Rule 10.13.

• (a) The shares may be allotted to Mr Peter King or his nominee and Mr Jim Hallam or his nominee.

• (b) The number of shares proposed to be issued are as follows:

• (i) 2,480,762 ordinary shares to Mr Peter King; and

• (ii) 1,155,095 ordinary shares to Mr Jim Hallam,

and is determined in accordance with the following formula:

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Ordinary shares = $ Accrued directors fees
to be issued 20 day VWAP prior to, and including, 25 September 2008
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• (c) The shares will be issued to both Mr King and Mr Hallam within one month from the date of the Company’s Annual General Meeting.

• (d) The issue price of the shares to be issued to both Mr King and Mr Hallam is 1.5872 cents, the volume weighted average price at which shares in the Company traded on the ASX for the 20 day period prior to, and including, the 25 September 2008.

• (e) The shares to be issued to both Mr King and Mr Hallam will rank equally in all respects with the Company’s existing fully paid ordinary shares.

• (f) The Company will not be raising any funds as a consequence of the issue of these shares to either Mr King or Mr Hallam. However if this Resolution 4 is passed and the ordinary shares are issued to both Mr King and Mr Hallam:

• (i) Mr King will have no future claim to the $39,374.66 of accrued directors fees owed to him; and

• (ii) Mr Hallam will have no future claim to the $18,333.67 of accrued directors fees owed to him.

Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities that the Company can issue without shareholder approval in any 12 month period to 15% of its issued securities. Shareholder approval of an issue of securities pursuant to ASX Listing Rule 10.11 is an exception to ASX Listing Rule 7.1. If approval is given under ASX Listing Rule 10.11, approval is not required under Listing Rule 7.1.

4.2.

Recommendation

The Board recommends that shareholders approve the issue of shares to both Mr Peter King and Mr Jim Hallam, as proposed by Resolution 4.

4.3. Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by:

• Mr King;

• an associate of Mr King;

• Mr Hallam; and

• an associate of Mr Hallam.

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 the direction on the proxy form to vote as the proxy decides.

5 & 6 RESOLUTION 5 AND 6 – REMOVAL AND APPOINTMENT OF AUDITOR

In accordance with section 329 of the Corporations Act 2001 , on 24 July 2008 Mr Andrew Paice gave the Company a notice of intention requesting that the Company convene a general meeting to consider and, if thought fit, pass the resolution that BDO Kendalls Audit & Assurance (NSW-VIC) Pty Ltd (ACN 114 673 540) ( BDO ) be removed as auditor of the Company.

Resolution 5 deals with the proposed removal of BDO as auditor of the Company. It is an ordinary resolution.

Mr Andrew Paice has nominated Armstrong Partners (Aust.) Pty Ltd (ACN 088 038 831) ( Armstrong Partners ) as auditor of the Company. Armstrong Partners is eligible and has provided its written consent to act as auditor if appointed. Pursuant to section 328(3) of the Corporations Act 2001 , a copy of Mr Paice’s nomination is attached to this notice as Annexure A.

Resolution 6 deals with the proposed appointment of Armstrong Partners as the Company’s new auditor. This resolution needs to be passed by a majority of not less than three quarters of members of the Company that vote in person or by proxy.

7. RESOLUTION 7 – ADOPTION OF REMUNERATION REPORT

The Company is required to include in its Directors Report a detailed Remuneration Report relating to Directors’ and Executives’ remuneration. Section 300A of the Corporations Act 2001 sets out the information to be included in the Remuneration Report. A copy of the report appears in the Company’s Annual Report for the year ended 30 June 2008.

Sections 249L(2) and 250R(2) of the Corporations Act 2001 require that a resolution that the Remuneration Report be adopted be put to a vote of shareholders at the Company’s Annual General Meeting. The vote on this resolution is advisory to the Company only and does not bind the Board.

Under Section 250SA of the Corporations Act 2001 , shareholders must be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. This is in addition to any questions or comments that shareholders may have in relation to the management of the Company.

ANNEXURE A

NOTICE REGARDING NOMINATION OF AUDITOR

1 October 2008

Sun Biomedical Limited C/o TressCox Lawyers Level 9, 489 La Trobe Street Melbourne, Vic, 3000

Att: The Company Secretary

Dear Sir

Nomination of Armstrong Partners (Aust.) Pty Ltd as auditor

I, being a member of Sun Biomedical Limited, hereby nominate Armstrong Partners (Aust.) Pty Ltd (ACN 088 038 831) as auditor of the company as contemplated by section 328B of the Corporations Act.

Yours faithfully

Andrew Paice

GENERAL NOTES

Entitlement to Vote

The Company has determined in accordance with Part 7.11 of the Corporations Regulations that for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded on the Company’s register as at 7.00pm Australian Eastern Standard Time on Saturday 15 November 2008.

Corporate Representatives

For a corporate representative to vote, they will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act .

Voting

On a show of hands, every member present in person or by proxy or by attorney or, in the case of a corporation, by duly appointed representative, shall have one vote and on a poll one vote for every share held provided that if a member appoints two proxies or two attorneys, neither proxy nor attorney shall be entitled to vote on a show of hands.

Proxies

A member entitled to attend and vote at the Annual General Meeting may appoint one or two persons to attend and vote at the meeting as the member’s proxy. If you wish to appoint a second proxy you will need to complete a second form. Computershare Investor Services Pty Limited will provide additional proxy forms upon request.

A proxy need not be a member. If two proxies are appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights. If the vote split is not specified, it is deemed to be equally divided between the two proxies.

To be effective, proxy forms must be received by the registry:

In person:	Computershare Investor Services Pty Ltd
	Yarra Falls, 452 Johnston Street
	Abbotsford
	VIC 3067
By mail	Computershare Investor Services Pty Ltd
(reply paid envelope enclosed);	GPO Box 242
	Melbourne VIC 3001
By fax:	Computershare Investor Services Pty Ltd
	1800 783 447 (within Australia) or +61 3 9473 2555
	(outside Australia)

by no later than 11.00am Australian Eastern Standard Time on Saturday 15 November 2008.

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000001 000 SBN MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 11.00am Saturday 15 November 2008

How to Vote on Items of Business

Signing Instructions

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate ''Certificate of Appointment of Corporate Representative'' prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

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Turn over to complete the form

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

999999_SAMPLE_0_0_PROXY/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ' X ') should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Sun Biomedical Limited hereby appoint

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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the Chairman of the Meeting[OR]

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 and 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 Sun Biomedical Limited to be held at Stamford Plaza Hotel, 111 Little Collins Street, Melbourne on Monday, 17 November 2008 at 11.00am and at any adjournment of that meeting.

Important for Item/s 4: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item/s 4 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item/s 4 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item/s 4 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

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Item	1	Re-election of Mr Andrew Paice
Item	2	Issue of Shares and Options
Item	3	Issue of Options
Item	4	Issue of Shares to Mr Peter King and Mr Jim Hallam for payment of accrued Directors fees
Item	5	Removal of Auditor
Item	6	Appointment of Auditor
Item	7	Adoption of Remuneration Report

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /

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S B N

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