IMDEX LIMITED — AGM Information 2009

Sep 10, 2009

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ABN 78 008 947 813

2009 Annual General Meeting

Meeting Documents Notice of Annual General Meeting & Explanatory Memorandum Proxy Form for Annual General Meeting Corporate Representative Certificate for Annual General Meeting

To be held on Thursday, 15 October 2009 at the Celtic Club, 48 Ord Street, West Perth, Western Australia commencing at 11.00am WST

ABN 78 008 947 813

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2009 Annual General Meeting of Shareholders of Imdex Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia, on 15 October 2009 commencing at 11.00am WST

Agenda

Ordinary Business

• 1 To receive and consider the Annual Financial Report, together with the Directors’ and Auditor’s reports for the year ended 30 June 2009.

• 2 To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:

That, for all purposes, Mr Ross Kelly, who retires from the office of Director by rotation, and being eligible, offers himself for re-election, is re-elected as a Director .

• 3 To consider and, if thought fit, pass, with or without amendment, the following resolution as an Ordinary Resolution:

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 10,000,000 fully paid ordinary shares in the capital of the Company on the terms set out in the accompanying Explanatory Memorandum.

Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by Mr Claes Ericsson and Mrs Birgitta Ericsson or any person who participated in the issue and any associate of such person. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a 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 To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

That, for the purposes of Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the Company to establish and maintain an executive and employee performance right plan ( EPRP ) on the terms and conditions summarised in the accompanying Explanatory Memorandum and the grant of Performance Rights from time to time under the EPRP as an exception to Listing Rule 7.1.

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by any of the Directors of the Company or the persons who may participate in the proposed issue of Performance Rights referred to in Resolution 4, or who may obtain a benefit if the Resolution is passed (except a benefit solely in the capacity of a holder of ordinary securities) and an associate of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a 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 To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant Performance Rights, each to acquire 1 ordinary fully paid share in the Company, to Mr Bernie Ridgeway, the Managing Director of the Company, on the terms set out in the accompanying Explanatory Memorandum.

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by Mr Ridgeway or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

NOTICE OF ANNUAL GENERAL MEETING

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• 6 To consider and, if thought fit, pass the following resolution as an Advisory Resolution:

• That, for all purposes, the Directors’ and Executives’ Remuneration Report, included within the Directors’ Report, for the year ended 30 June 2009 be approved.

• 7 To consider any other business that may be brought before the Meeting in accordance with the Company’s Constitution.

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Annual General Meeting.

Snap Shot Time

Regulation 7.11.37 of the Corporations Regulations 2001 permits the Company to specify a time, not more than 48 hours before the meeting, at which a “snap shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Company’s Directors have determined that all Shares of the Company that are quoted on the ASX at 5.00pm WST, 13 October 2009 will, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the Annual 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 for the Annual General Meeting provides further details on appointing Proxies and lodging the Proxy Form. Proxies must be returned by 11.00am WST on 13 October 2009.

Corporate Representative

If a representative of a Shareholder corporation is to attend the meeting the attached “Appointment of Corporate Representative” form should be completed and produced prior to admission.

Dated: 9 September 2009

By Order of the Board of Directors Imdex Limited

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Paul Evans Company Secretary

EXPLANATORY MEMORANDUM

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1 Purpose of this Document

This Explanatory Memorandum has been prepared to assist Shareholders with their consideration of the Resolutions in the accompanying Notice of Annual General Meeting.

2 Resolution 2 – Re-election of Director, Mr Ross Kelly

In accordance with ASX Listing Rule 14.4 and Article 17.4 of the Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office and are eligible for re-election. The Directors to retire are to be those who have been longest in office since their appointment or last reappointment or, if the Directors have been in office for an equal length of time and unless mutually agreed, by lot.

Mr Ross Kelly, a Director of the Company since 14 January 2004, seeks re-election by reason of his retirement by rotation pursuant to Resolution 2 of the Notice of Meeting. A record of Mr Ross Kelly’s attendances at Board meetings over the 12 month period to 30 June 2009 is set out in the 2009 Annual Report as are further details concerning his qualifications and experience.

The Directors recommend that Shareholders vote in favour of Resolution 2 to appoint Mr Ross Kelly.

3 Resolution 3 – Ratification of the issue of 10,000,000 Shares

Resolution 3 seeks Shareholder ratification for the issue and allotment of 10,000,000 Shares issued to Flexit Invest AB (a related entity of the previous owners of Flexit AB) as part consideration for the purchase of Flexit AB ( Flexit ).

3.1 Flexit

On 20 February, 2007, Imdex announced the acquisition of Flexit for $22 million with $12 million cash to be paid on 1 May 2007 and the balance of $10 million to be satisfied by the allotment of 5 million Shares at an issue price of $2 per share on 1 May, 2009. If the Imdex share price was less than $2 per Share on 1 May, 2009, Imdex was to issue the 5 million Shares at the then trading price plus an amount of cash required to bring the market value of the Shares and cash paid at that time to $10 million. At 31 December 2008 this was estimated to be a cash payment of $8.5 million.

As previously announced by the Company on 16 February 2009, and effective from 13 February 2009, Imdex reached an agreement with the previous owners of Flexit to vary the $10 million deferred consideration due 1 May 2009 by the issue of 10 million Shares on 9 May 2009 at an issue price of $1.00 per Share and to defer the potential cash "top up" mechanism to May 2012. Pursuant to the new agreement the cash "top up" mechanism only applies if the share price has not reached $1.00 at any time between May 2009 and May 2012.

3.2 ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, 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 securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Ratification by the Shareholders of the Company is now sought pursuant to ASX Listing Rule 7.4 in order to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required, in the next 12 months without Shareholder approval.

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EXPLANATORY MEMORANDUM

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to the Shares the subject of Resolution 3:

• (a) the total number of Shares issued by the Company on 9 May 2009 was 10,000,000;

• (b) the Shares were issued at a deemed price of $1.00 per Share;

• (c) the Shares were allotted to Flexit Invest AB as part consideration for the purchase by the Company of 100% of Flexit AB;

• (d) the Shares allotted and issued rank equally in all respects with the Company’s existing Shares on issue;

• (e) no Shares were issued to any related party of the Company; and

• (f) no monies were raised by the issue as the issue was in part consideration for the purchase by the Company of 100% of Flexit AB.

The Directors recommend that Shareholders vote in favour of Resolution 3.

4 Resolution 4 – Approval of Employee Performance Right Plan

Resolution 4 seeks Shareholder approval to establish and maintain an employee performance right plan ( EPRP ) to provide ongoing incentives to executives and key employees of the Company. A performance rights plan provides a number of advantages to the Company over the current Employee Share Option Plan, including:

• unlike options the employee is not entitled to the securities until the performance criteria are met and the performance rights are exercised;

• performance rights are less dilutive than share options; and

• performance rights may be more tax effective.

If Resolution 4 is passed, the EPRP will enable the Company to issue performance rights to executives and employees of the Company ( Performance Rights ) and to issue Shares to those executives and employees if they achieve the performance and vesting conditions of the Performance Rights. In the case of an executive Director, no Performance Rights may be issued to the executive Director without express Shareholder approval of the number and terms of the Performance Rights (or a definitive formula to calculate the same).

ASX Listing Rule 7.1

Listing Rule 7.1 limits the number of equity securities which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions, for example a pro rata issue to all shareholders). The limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the beginning of the 12 month period, plus the number of equity securities issued with the approval of shareholders or under one of the exceptions during the previous 12 months.

One of the exceptions to Listing Rule 7.1 is Listing Rule 7.2 - Exception 9, which provides that Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the 3 years before the date of issue, shareholders have approved the issue as an exception to Listing Rule 7.1.

Shareholder approval is sought to establish the EPRP and to enable the Company to subsequently grant the Performance Rights under the EPRP, without experiencing the delays and costs involved in having to obtain Shareholder approval each time the Company wishes to issue securities which exceed the 15% limit contained in Listing Rule 7.1 and do not otherwise fall within one of the nominated Listing Rule exceptions.

A summary of the Terms of the EPRP is provided in Annexure A to this Explanatory Memorandum. A copy of the EPRP will be made available to any Shareholder on request.

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EXPLANATORY MEMORANDUM

No Performance Rights have been issued under the EPRP as at the date of this Explanatory Memorandum.

At the date of this Notice of Meeting, the proposed new legislation (as contained in proposed Division 83A and related provisions of the Income Tax Assessment Act 1997 ) addressing and impacting upon the employee share scheme rules currently in Division 13A of the Income Tax Assessment Act 1936 ( New Legislation ) announced by the Federal Government on 12 May 2009 and subsequently varied through the consultation process, has not been passed. The Company expects that the EPRP will comply with the New Legislation however it reserves the right not to implement the EPRP should this result in any adverse consequences to either the Company or its employees, once the New Legislation is enacted.

The Directors recommend that Shareholders vote in favour of Resolution 4.

5 Resolution 5 – Issue of Performance Rights to Mr Ridgeway

In accordance with ASX Listing Rule 10.14, Resolution 5 of the Notice of Meeting deals with the proposed grant to Mr Ridgeway, Imdex’s Managing Director, or his nominee, that number of Performance Rights calculated as set out below and in accordance with the EPRP and also which are subject to the general terms and conditions set out below.

The purpose of the grant of the Performance Rights is to provide a performance incentive to Mr Ridgeway. The Performance Rights will be granted for no consideration no later than one month after the proposed New Legislation is passed and, in any event, no later than 3 years after the date of this meeting.

It is noted that should the New Legislation not be passed, or not be passed largely in its proposed form, and should, as a result of the New Legislation, implementation of the EPRP result in any adverse consequences to either the Company or its employees, then the Company has reserved the right for the EPRP proposed by Resolution 4 not to be implemented. In this event, the Performance Rights proposed by this Resolution 5 will not be granted to Mr Ridgeway.

If the Performance Rights are issued to Mr Ridgeway and fully exercised by Mr Ridgeway, no funds will be received by the Company. The dilution effect if all Performance Rights are exercised by Mr Ridgeway would be minor but this will ultimately be dependant on the number of Performance Rights actually issued to Mr Ridgeway and the Company’s share capital at the date the Performance Rights are exercised. No material opportunity cost is considered to arise to the Company in respect of the proposed grant of Performance Rights to Mr Ridgeway.

It is noted that the 2,000,000 Options exercisable at $3.00 per option and approved by Shareholders at the 2008 Annual General Meeting of shareholders were not (and will not be) issued by the Company to Mr Ridgeway following the impact on the Company's share price by the global financial crisis.

Requirements of the Listing Rules

Listing Rule 10.14 provides that a listed entity must not issue equity securities under the EPRP to a related party without Shareholder approval. The proposed grant of Performance Rights to Mr Ridgeway requires approval by Shareholders under the Listing Rules.

As the issue will be made under the EPRP, approval is not required under Listing Rule 7.1 (which limits the number of equity securities the Company may issue within a 12 month period to not more than 15% of the total number of ordinary securities on issue without the requirement for Shareholder approval).

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EXPLANATORY MEMORANDUM

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Specific Disclosure of Information as Required by the Listing Rules

For the purposes of Listing Rule 10.14 and 10.15A, the following information is provided:

• a) The number of Performance Rights to be granted to Mr Ridgeway will be calculated by dividing the volume weighted average price of the Company's Shares during the five trading days before the Performance Rights are granted to Mr Ridgeway by the amount which is 30 per cent of Mr Ridgeway's current base remuneration, with that amount being set at $150,000.

For example, if the volume weighted average price of the Company's Shares during the five trading days before the Performance Rights are granted is $0.7250, the calculation of the number of Performance Rights to be issued to Mr Ridgeway would be:

150,000 ÷ 0.7250 = 206,895 Performance Rights

However, the maximum number of Performance Rights which may be issued to Mr Ridgeway will be set at no greater than 300,000.

• b) No amount will be payable by Mr Ridgeway to acquire the Performance Rights or upon the exercise of the Performance Rights.

• c) Mr Ridgeway is the only Director presently entitled to participate in the EPRP, and as the EPRP is only now being established (as per Resolution 4), no persons have previously been issued Performance Rights under the EPRP.

• d) Subject to the approval of this Resolution, the issue of the Performance Rights referred to in this Resolution will be issued no later than 3 years after the date of this meeting.

• e) Details of any Performance Rights issued under the EPRP will be published in each annual report of the Company relating to the period in which the Performance Rights were issued and, where applicable, it will be noted that approval for the issue of the Performance Rights was obtained under Listing Rule 10.14.

• f) Any additional persons (being related parties of the Company) who become entitled to participate in the EPRP after this Resolution was approved and who are not named in this notice of meeting will not participate until approval is obtained under Listing Rule 10.14.

• g) No loan will be provided to Mr Ridgeway by the Company in connection with the issue of the Performance Rights.

Terms and Conditions of Performance Rights to be issued to Mr Ridgeway

The general terms and conditions of the Performance Rights are set out in the summary of the EPRP provided in Annexure A. Additionally, for the purposes of Item 5 of Annexure A, the Performance Rights will be issued to Mr Ridgeway with the following additional terms:

• a) The Performance Rights will be exercisable by the holder upon achievement of the agreed performance hurdles and vesting conditions, provided that Mr Ridgeway is employed by or on behalf of the Company at the time the Performance Rights are exercised or he may exercise the Performance Rights or part thereof within three calendar months of ceasing such employment;

• b) The agreed performance hurdle required to be fulfilled to enable exercise of the Performance Rights are that the Imdex Group FY10 EBITA be equal to or greater than the EBITA internally budgeted by the Company and approved by the Board; and

• c) The expiry period for the Performance Rights will be the date that is five years after the date of issue. However, certain vesting conditions also apply to the Performance Rights such that Mr Ridgeway as the holder of the Performance Rights (and subject to the agreed performance hurdle having first been satisfied) may exercise one third of the Performance Rights granted to him at any time within the period beginning one year after the date of issue of the Performance Rights and ending five years after the date of issue of the Performance Rights. A further one third of the Performance Rights may be exercised by him at any time within the period beginning two years after the date of issue of the Performance Rights and ending five years after the date of issue of the Performance Rights. The remaining one third of the Performance Rights may be exercised by him at any time within the period beginning three years after the date of issue of the Performance Rights and ending five years after the date of issue of the Performance Rights.

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EXPLANATORY MEMORANDUM

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Voting Restrictions

The Company will disregard any votes cast on this Resolution by Mr Ridgeway or his associates. However, the Company need not disregard a vote if:

• a) 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

• b) it is cast by the Chairperson of the meeting as proxy for a person who is entitled to vote as the proxy decides.

• The Directors (other than Mr Ridgeway) recommend that Shareholders vote in favour of Resolution 5.

6 Resolution 6 – Remuneration Report

Included in the Directors' Report contained within the 2009 Annual Report is a Remuneration Report that sets out the details of the remuneration of all Directors and the highest paid group executives. In addition, it describes the Board’s remuneration policy.

The Board submits the Remuneration Report to Shareholders for their consideration and adoption by way of a non-binding resolution as required by the Corporations Act.

The Directors recommend that Shareholders vote in favour of Resolution 6.

7 Glossary

In this Explanatory Memorandum, the following terms have the following meanings unless the context otherwise requires:

AGM	means the 2009 Annual General Meeting of the Company to be held at 11.00am
	on 15 October 2009.
ASIC	means the Australian Securities & Investments Commission.
ASX	means the Australian Securities Exchange operated by ASX Limited ABN 98 008
	624 691.
Board	means the Board of Directors.
Company	means Imdex Limited ABN 78 008 947 813.
Constitution	means the Constitution of the Company.
Corporations Act	means the Corporations Act 2001 (Cth).
Director	means a Director of the Company.
EPRP	means the Employee Performance Right Plan (summarised in Annexure A and the
	subject of Resolution 4).
Group	means Imdex and each body corporate that is a subsidiary of Imdex under
	Division 6 of Part 1.2 of the Corporations Act.
New Legislation	the proposed new legislation (as contained in proposed Division 83A and related
	provisions of the_Income Tax Assessment Act 1997_) addressing and impacting
	upon the employee share scheme rules currently in Division 13A of the_Income Tax_
	_Assessment Act 1936,_announced by the Federal Government on 12 May 2009
	and subsequently varied through the consultation process.
Performance Right	means a performance right issued to employees of the Company pursuant to the
	EPRP.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means a holder of a Share.
WST	means Australian Western Standard Time.

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ANNEXURE A – EMPLOYEE PERFORMANCE RIGHT PLAN

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Resolution 4 Summary of the Terms of the Employee Performance Right Plan

1. Under the EPRP the Directors may offer to grant Performance Rights to any executive Director, company secretary or full-time or part-time employee of the Company or a controlled entity at the Board's discretion or to a person whom the Board determines is, or controls a company which is, engaged as a consultant to provide that person's services to a company in the Group ( Eligible Person ). The Board will have regard to the Eligible Person's length of service, potential contribution to the growth and profitability of the Company or an associated company and any other matter which the Directors consider relevant.

3. (a) The Directors shall not offer or issue any Performance Rights to any Eligible Person in accordance with the EPRP if the number of Shares to be received on the exercise of the Performance Rights, when aggregated with the number of Shares in the same class which would be issued were each outstanding Performance Right or offer or option to acquire unissued Shares, being an offer made or option or Performance Right acquired pursuant to an employee equity scheme of Imdex extended only to employees or directors of a member of the Group, to be accepted or exercised (as the case may be), exceeds five (5) per cent of the total number of issued Shares in the Company as at the time of the offer.

4. (b) In calculating the number of Shares which may be the subject of a grant of Performance Rights pursuant to Item 2(a), any offer made, or option acquired or share issued by way of or as a result of:

    - i) an offer to a person situated at the time of receipt of the offer outside Australia; or
   
    - ii) an offer that did not need disclosure to investors because of section 708 of the Corporations Act,
   

   • shall be disregarded.

5. Following receipt of the offer, an Eligible Person or an associate of an Eligible Person may apply for Performance Rights up to the number specified in the offer. No consideration is payable by an Eligible Person to the Company in respect of the grant of a Performance Right.

6. Performance Rights may not be offered to an executive Director or his or her associates without prior Shareholder approval. Performance Rights may not be offered to non-executive Directors under the EPRP.

7. The Board will set performance criteria to be met before the Performance Rights may be exercised.

8. The exercise price payable on the exercise of a Performance Right shall be determined by the Board, in its absolute discretion at the time of offering the Performance Rights.

9. The exercise period of each Performance Right shall be determined by the Board in its absolute discretion ( Exercise Period ). However, Performance Rights will only be able to be exercised once the performance criteria set by the Board in respect of a Performance Right have been met within the performance period set by the Board ( Expiry Date ).

10. Notwithstanding item 7, the Board, in their discretion, may declare all Performance Rights to be free of any restrictions on exercise if the Board are of the opinion that a specified Event has occurred. An Event occurs when:

11. (a) a takeover bid is made to the holders of Shares;

12. (b) a statement is lodged with the ASX to the effect that a person has become entitled to not less than 50% of the Shares;

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ANNEXURE A – EMPLOYEE PERFORMANCE RIGHT PLAN (continued)

• (c) pursuant to an application made to the court, the court orders a meeting to be held in relation to a proposed compromise or arrangement for the purpose of or in connection with a scheme for the reconstruction of Imdex or its amalgamation with any other companies;

• (d) Imdex passes a resolution for voluntary winding up; or

• (e) an order is made for the compulsory winding up of Imdex.

• Notwithstanding item 7, Performance Rights may expire prior to the Expiry Date in the following circumstances:

• (a) the cessation of the Participant's employment which is not due to:

  • i) the death, Total and Permanent Disability, Retirement or redundancy of the Participant as determined by the Board in its absolute discretion;

  • ii) the Participant ceasing to be employed by a company within the Group as a result of a company ceasing to be a member of the Group, or a company in the Group selling a business it conducts to someone other than to another company in the Group; or

iii) any other reason as determined by the Board in its absolute discretion

• (b) the transfer or purported transfer of the Performance Right without the Board's prior written consent (where such transfer is otherwise not permitted by the terms of the Performance Right);

• (c) a determination of the Board that the Participant has acted fraudulently, dishonestly or in breach of the Participants obligations to Imdex or any company in the Group and the Performance Right is to be forfeited; and

• (d) the Participant notifying Imdex that the Participant wishes the Performance Right to lapse.

• All Shares issued upon the exercise of Performance Rights will upon the allotment rank pari passu with all existing Shares in the capital of the Company. If the Shares are quoted, the Company will apply for quotation by ASX of all Shares allotted pursuant to the exercise of Performance Rights. However, the Company will not apply for official quotation by ASX of the Performance Rights.

• A Performance Right may only be transferred in accordance with their terms of issue or otherwise with the prior written consent of the Board.

• In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, then the number of Performance Rights to which each holder of Performance Rights is entitled or the exercise price of the Performance Rights or both will be reconstructed in the manner required by the ASX Listing Rules.

• A Performance Right does not entitle a participant to participate in new issues of securities to holders of Shares, unless the Performance Right has been exercised and a Share has been issued or transferred to the Participant in respect of that Performance Right, before the record date for determining entitlements to securities under the new issue.

• If the Company makes a bonus issue, the number of Shares over which a Performance Right is exercisable will be increased by the number of Shares which the holder of the Performance Right would have received if the Performance Right had been exercised before the record date for the bonus issue. The exercise price will not change.

• If the Company makes a rights issue, the number of Shares over which a Performance Right is exercisable will not be increased by the number of Shares which the holder of the Performance

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ANNEXURE A – EMPLOYEE PERFORMANCE RIGHT PLAN (continued)

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Right would have received if the Performance Right had been exercised before the record date for the bonus issue. The exercise price will also not change.

1. Any notice of exercise of a Performance Right received by the Company will be deemed to be a notice of the exercise of the Performance Right on the first business day after the date of receipt of the notice.

2. Shares provided to a Participant on the exercise of Performance Rights will be held on trust for that Participant by the Trustee for the duration of the restriction period (as determined by the Board) in accordance with the terms of the EPRP and the trust deed established for the purposes of the EPRP.

3. The Directors may not alter, delete or add to the provisions of the EPRP without obtaining the consent of Shareholders of the Company.

4. The rules of the EPRP shall be construed in accordance with the laws of Western Australia and each Performance Right holder submits to the exclusive jurisdiction of the Courts of Western Australia.

A copy of the EPRP will be sent free of charge to any Shareholder on request.

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CORPORATE REPRESENTATIVE CERTIFICATE

Shareholder Details

This is to certify that by a resolution of the Directors of:

( Company)

(Insert name of shareholder company)

The Company has appointed:

( Authorised corporate representative)

(Insert name of corporate representative)

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that Company at the Annual General Meeting of Imdex Limited to be held on 15 October 2009 and at any adjournments of that meeting.

DATED

………………………………………………………………………………………………………………………………..2009

Please sign here

Executed by the Company

in accordance with its constituent documents

Signed by authorised representative Signed by authorised representative

Name of authorised representative (print) Name of authorised representative (print)

Position of authorised representative (print)

Position of authorised representative (print)

Instructions for Completion

1. Insert name of appointor Company and the name or position of the appointee (eg “John Smith” or “each Director of the Company”).

2. Execute the Certificate following the procedure required by your Constitution or other constituent documents.

3. Print the name and position (eg Director) of each Company officer who signs this Certificate on behalf of the Company.

4. Insert the date of execution where indicated.

5. The certificate must be produced prior to admission to the Meeting. You may send or deliver the Certificate to Imdex Limited, Level 1, 15 Rheola Street, West Perth WA 6005 or fax to (08) 9481 6527.

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

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

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

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

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

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

Proxy Form

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

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Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

Cast your proxy vote Access the annual report Review and update your securityholding

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

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For your vote to be effective it must be received by 11.00am (WST) Tuesday 13 October 2009

How to Vote on Items of Business

Signing Instructions for Postal Forms

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.

GO ONLINE TO VOTE, or turn over to complete the form

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916CR_0_Sample_Proxy/000001/000001/i

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

I 9999999999 I ND

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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 broker (reference number commences with ’ X ’) should advise your broker of any changes.

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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 Imdex 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 OR of the Meeting

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 Imdex Limited to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 15 October 2009 at 11.00am (WST) and at any adjournment of that meeting.

Important for Resolutions 3 to 5: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Resolutions 3 to 5 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 Resolutions 3 to 5 and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 3 to 5.

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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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Resolution	2	Re-election of Mr Ross Kelly as a Director
Resolution	3	Ratification of issue of 10,000,000 Shares
Resolution	4	Approval of Employee Performance Rights Plan
Resolution	5	Issue of Performance Rights to Mr Ridgeway
Resolution	6	Approval 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.

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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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9 9 9 9 9 9 A

I MD