DIMERIX LIMITED — Regulatory Filings 2002

Dec 10, 2002

352 Horsley Road Milperra NSW 2214

PO Box 53 Revesby North NSW 2212

Phone: (02) 9772 4499 Fax: (02) 9771 4659

FACSIMILE

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Harrington Group Limited

ABN 18 001 285 230

Date: 11 December 2002

Message to: Company Announcements Office

Company/Title: Australian Stock Exchange Limited

Fax No: 1 300 300 021

From: W.J. Carpenter - Company Secretary

No of Pages: 7 (including this header)

Announcement follows regarding:

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Notice of Annual General Meeting & Proxy Form attached hereto

NOTICE OF ANNUAL GENERAL MEETING

HARRINGTON GROUP LIMITED ACN 001 285 230

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of members of HARRINGTON GROUP LIMITED will be held at Level 19, 2 Market Street, Sydney on Friday 29th November 2002 at 11:00am. AGENDA

BUSINESS

$\mathbf{1}$ Ordinary Resolution

Confirmation of minutes of previous members' meeting and business arising therefrom.

$\overline{2}$ Ordinary Resolution

To receive and consider the financial statements of the Company for the year ended 30 June 2002 and the reports by Directors and Auditors thereon.

$\Delta$ Ordinary Resolution

To elect directors:

• Mr. M.J. Ivkovic retires by rotation. Mr Ivkovic is $(1)$ cligible and offers himself for re-election.
• $(b)$ Mr. G.A. Williams retires having filled a casual vacancy during the year. Mr. Williams is eligible and offers himself for re-election.

$\blacktriangleleft$ Ordinary Resolution - Ratification of Share Issue

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

"That for the purposes of Listing Rule 7.4 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes, shareholders ratify the allotment on $16^th$ September, 2002 of 1,000,000 fully paid ordinary shares in the capital of the Company at an issue price of \$0.10 each."

5. Ordinary Resolution - Proposed Placement

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

"That for the purposes of Listing Rule 7.1 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes approval be and is hereby given to the allotment of 15 million Shares at a price which is not less than 80% of the average market value price for Shares over the last five days immediately prior to the date of the issue. It is proposed that the shares be issued on the terms and conditions described in the Explanatory Memorandum attached to and forming part of the Notice of Meeting dated 18 October 2002"

6. Removal and Appointment of Auditors:

• To approve by Resolution that BDO Chartered Accountants be and are hereby $\left( \mathbf{r} \right)$ removed as Auditors of the Company,
• $(b)$ Should the resolution in (a) be carried, to approve by special resolution, the appointment of Richard Hill and Associates, Chartered Accountants, whose acceptance in writing has been received by the Company and has not been withdrawn at the date of this Meeting.

$7.$ General Business

To transact any business which may lawfully be brought forward.

Proxies:

Please note that:

• A member entitled to attend and vote is entitled to appoint not more than 2 proxies; -61
• Where more than one proxy is appointed, each proxy must be appointed to represent $(i)$ a specified portion of the members voting rights:
• $(iii)$ A proxy need not be a member;
• Forms of proxy must be lodged at the registered office of the Company at least 48 $(iv)$ hours prior to the meeting.

A form of proxy accompanies this Notice of Annual General Meeting.

In accordance with Section 250BA of the Corporations Act, the Company specified the following information for the purposes of receipt of proxy appointments:

352 Horsley Road Milperra NSW 2214

Facsimile Number: (02) 9771 4659

Each member entitled to attend and vote at the Meeting has the right to appoint a proxy to attend and vote at the Meeting on his or her behalf. The member may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion. The instrument appointing the proxy must be received by the Company at the address notified by the Company at least 48 hours prior to the time of the commencement of the Mecting.

VOTING ENTITLEMENT

Harrington Group Limited (as convenor of the Meeting) has determined that a person's Entitlement to vote at the Meeting will, in accordance with Section 1109N of the Corporations Act, be the entitlement of that person set out in the register of members as at the close of business Sydney time on 28^th November 2002.

EXPLANATORY MEMORANDUM

Shareholders are referred to the Explanatory Memorandum accompanying this Notice of Meeting.

CONTACT DETAILS

If you wish to discuss any aspects of this document with the Company contact the Company Secretary, W.J. Carpenter on telephone (02) 9772 4499.

BY ORDER OF THE BOARD

W.J. Carpenter Secretary

Dated this 18^th day of October 2002

Links of

EXPLANATORY MEMORANDUM

INTRODUCTION $\mathbf{1}$ .

This Explanatory Memorandum forms part of a Notice convening a Meeting of Sharcholders to be held on 29^th November 2002. This Memorandum is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the Resolutions proposed.

$\overline{2}$ . RESOLUTION 4 - Ratification of Issue of Shares

$2.1$ Background

On 16th September 2002 the Company issued 1,000,000 fully paid ordinary shares in the capital of the Company to raise \$100,000.

$2.2$ Regulatory Requirements - ASX Listing Rule 7.4

Pursuant to Listing Rule 7.4, a company may in general meeting ratify a previous issue of securities which has been made without approval under Listing Rule 7.1 provided that the previous issue did not breach Listing Rule 7.1. If the ratification is given those securities shall be deemed to have been made with Shareholder approval for the purposes of ASX Listing Rule 7.1.

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• The number of securities issued was 1,000,000 Shares;
• The Shares were allotted to Baymist Corporation Pty Ltd;
• The Shares were issued for 10 cents per Share;
• The Shares allotted and issued rank equally in all respects with all of the Existing Shares on issue; and
• The funds raised were applied for general working capital.

VOTING EXCLUSION STATEMENT

Members should note that the Company will disregard any votes cast on Resolution 4 By:

• any of the persons named above who were the allottees of the Shares the subject of Resolution 4; and
• any associate of those persons.

However, the Company need not disregard a vote if:

• it is east by a person as a 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.

$\mathbf{3}$ . RESOLUTION 5 - Proposed Placement

$3.1$ Background

The Company is seeking to raise up to \$1.5 million in total by way of a Share Placement to entities not related to the Directors and their associates.

The funds raised will be used for the purposes of working capital and the expansion of operations of Harrington Group Limited and its Subsidiary.

Regulatory Requirements - Listing Rule 7.1 $3.2$

The total number of Share proposed to be issued by the Company in order to complete the capital raising contemplated by Resolution 5 will exceed the 15% threshold referred to in Listing Rule 7.1 and, accordingly, Shareholder approval under Listing Rule 7.1 is sought.

Rule 7.3 of the Listing Rules contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Rule 7.1 and the following information is included in the Explanatory Memorandum for that purpose:

• The number of securities to be issued pursuant to Resolution 5 is 15 million ordinary shares. Up to \$1.5 million is proposed to be raised at an issue price of not less than 80% of the average "market price" for the Shares over the last 5 days on which sales in the Shares were recorded before the day on which the issue is made:
• Under Listing Rule 7.3.2 the securities to be issued pursuant to Resolution 5 must be issued no later than 3 months after the date of the Meeting (being 29^th November 2002). Should the securities to be issued pursuant to Resolution 5 not be issued within this 3 month period, the Company, will be required to seek Shareholder approval once again, for the issue of these securities. The precise date upon which these securities will be issued is not yet known;
• The proposed allottees of the securities are not known at this stage. No director or associates of Directors will participate;
• The terms of the Shares that will be issued pursuant to Resolution 5 will be on the same terms and conditions as the Existing Shares and the Shares will rank equally in all respect with all of the Existing Shares, including the right to participate in any dividend paid or declared after the date of the issue. It is anticipated that the allotment of up to the maximum number of Shares may occur progressively within 3 months of the date of the Meeting; and
• The finds raised will be used for the purposes of working capital and the expansion of operations of Harrington Group Limited and its subsidiary.

OTHER INFORMATION $\ddot{\mathbf{4}}$

Should any Shareholder be in doubt as to how they should vote on those Resolutions and/or as to how they affect them, Shareholders should seek advice from their accountant, solicitor or other professional adviser as soon as possible. Queries as to lodgment of proxies and other formalities in relation to the Meeting should be directed to the Company Secretary (relephone: (02) 9772 4499)

ACTION TO BE TAKEN BY SHAREHOLDERS 5.

Attached to the Notice of Meeting accompanying this Explanatory Memorandum is a Proxy form for use by Shareholders. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person and are eligible to vote, to complete, sign and return the proxy form to the Company in accordance with the

$\frac{1}{\sqrt{2}}$

HERZ CLUSSING

instructions contained in the proxy form and the Notice of Meeting. Lodgment of a proxy form will not preclude a Shareholder from attending and voting a the Meeting in person

HARRINGTON GROUP LIMITED ACN 001 285 230

PROXY FORM

I/We ... ... ... ... ... ... ... ... ... . (name in block letters) of Harrington Group Limited, hereby appoint ... ... ... ... ... ... ... ... ... .

(name of proxy)

of ... ... ... ... ... ... ... ... ... . or failing him the Chairman of the meeting as my/our proxy to vote for me/us and on our bohalf for/against any resolution placed before the Annual General Meeting of the Company to be held at Level 19, 2 Market Street, Sydney at 11:00am on Friday 29th November 2002 and at any adjournment thereof.

Dated this ... ... ... ... ... ... ... ... day of ... ... ... ... ... ... ... ... ...

(Signature(s) of member/members)

Unless otherwise instructed the proxy will vote as he or she thinks fit, or abstain from voting. Should the member wish to direct the proxy how to vote, the following should be completed.

the states states at state state state of the state states for the cast of the component of the states of the cast of the cast of the

					In Favour	Against
Resolution 1
Resolution 2
		Resolution 3 – Election of Directors
	$\left( a\right)$	Mr. M.J. Ivkovic
	(b)	Mr. G. A. Williams
Resolution 4
Resolution 5
Resolution 6
Notes:
1 2	To be effective the proxy and the power of attorney (if any) under which it is signed must be received at the registered office of the Company at 352 Horsley Road Milperra NSW 2212, not less than 48 hours prior to the scheduled commencement of meeting or any adjournment thereof. If it is desired to appoint 2 proxies, this form on the foot hereof should be completed.
		(name in block letters)		I/We … … … … … … … … … … … … … … … … … … … (name of first proxy)		. Harrington Group Limited, hereby appoint … … … … … … … … … … … … … … … … … … …
thereof.				(name of second proxy) Meeting of the Company to be held at 11:00am on Friday 29th November 2002 and at any adjournment		to exercise… ……% of my/our voting rights and… … … … … … … … … … … … … … … … … … … to exercise % of my/our voting rights to vote for me/us and on my/our behalf at the Annual General
				Dated this day of

(Signature(s) of member/members)