IMDEX LIMITED - AGM Information 2011

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15 September 2011

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Company Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2001

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Dear Sir/Madam

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Annual General Meeting - Notice of Meeting

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Please find attached a copy of the Notice of Meeting for the Annual G e neral Meeting of the Company to be held at 1.00pm (WST) on 20 October 2011.

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Yours faithfully Imdex Limited

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Paul Evans

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Company Secretary

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ABN 78 008 947 813

2011 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, 20 October 2011 at the Celtic Club, 48 Ord Street, West Perth, Western Australia commencing at 1.00pm WST

ABN 78 008 947 813

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2011 Annual General Meeting of Shareholders of Imdex Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia, on 20 October 2011 commencing at 1.00pm 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 2011.
2 To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:

That, for all purposes, Mr Magnus Lemmel, 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 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 3 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.

4 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 3,206,770 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 4 by the vendors of Australian Drilling Specialities Pty Ltd (being John Andrew Knox and Janice Ann Knox) or 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.

5 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 2,113,537 fully paid ordinary shares in the capital of the Company issued upon the exercise of Staff Options on the terms and conditions set out in the accompanying Explanatory Memorandum.

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by 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.

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NOTICE OF ANNUAL GENERAL MEETING

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 2011 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, 18 October 2011 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 1.00pm WST on 18 October 2011.

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.

By Order of the Board of Directors Imdex Limited

Paul Evans

Company Secretary Dated: 8 September 2011

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EXPLANATORY MEMORANDUM

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 Lemmel

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 re-appointment or, if the Directors have been in office for an equal length of time and unless mutually agreed, by lot.

Mr Magnus Lemmel, a Director of the Company since 19 October 2006, seeks re-election by reason of his retirement by rotation pursuant to Resolution 2 of the Notice of Meeting. A record of Mr Lemmel’s attendances at Board meetings over the 12 month period to 30 June 2011 is set out in the 2011 Annual Report as are further details concerning his qualifications and experience.

The Directors recommend that Shareholders vote in favour of Resolution 2 to re-elect Mr Magnus Lemmel.

3 Resolution 3 – Issue of Performance Rights to Mr Ridgeway

Pursuant to Resolution 3, the Company is seeking Shareholder approval for the grant of Performance Rights (each to acquire one ordinary fully paid share in the Company) to the Managing Director, Mr Bernie Ridgeway.

The purpose of the grant of Performance Rights is to provide the Managing Director, Mr Ridgeway, with a long term incentive for participation in Imdex’s growth that is directly aligned with the creation of shareholder value.

A Performance Right entitles the holder to receive one fully paid ordinary share in Imdex Limited for no consideration provided that Specified Hurdles (set out below) are met.

The number of Performance Rights to be granted to Mr Ridgeway will be calculated using the following formula:

NPR = (45% x TBR) ÷ VWAP Price

where:

NPR = Number of Performance Rights to be granted, provided that such number shall have a maximum limit of 300,000.

TBR = Total Base Remuneration for Mr Ridgeway at the time the NPR calculation is made.

VWAP Price = volume weighted average price of the Company's Shares traded on ASX during the five trading days immediately preceding the date upon which the Company's FY11 Annual General Meeting is held.

For example, if the VWAP Price of the Company's Shares during the five trading days before FY11 Annual General Meeting is held is $2.15 and Mr Ridgeway’s TBR is $500,000, the calculation of the NPR, being the number of Performance Rights to be granted to Mr Ridgeway, would be:

(500,000 x 45%) ÷ 2.15 = 104,651 Performance Rights

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EXPLANATORY MEMORANDUM

However, the maximum number of Performance Rights which may be issued to Mr Ridgeway the subject of Resolution 3 is no greater than 300,000.

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

The Specified Hurdles required to be met to enable exercise of the Performance Rights are as follows:

(a) Fifty percent (50%) of the number of Performance Rights granted will be measured on Total Shareholder Return ( TSR ) from the issue of the Performance Rights over a period of three (3) financial years ( Performance Testing Period ).

TSR is measured as the total return that a shareholder receives by measuring share price appreciation inclusive of dividends paid.

In order for the hurdle to be met, the percentage growth of TSR of Imdex for the applicable Performance Testing Period will need to exceed the average percentage growth of TSR performance of a selected peer group as set by the Board (which the Board has presently set as the ASX 300) for the same period based on a sliding scale of percentage improvement relative to the ASX 300 ( TSR Benchmark ).

The sliding scale will be as follows:

Percentage of Company's growth in its TSR relative to growth of TSR Benchmark in Performance Testing Period	Percentage of Performance Rights subject to TSR Benchmark which become exercisable
At 50thpercentile	33.33%
At 50thto 75thpercentile	Pro-rata
At 75thpercentile	66.67%
At 90thpercentile	100%

Directors will retain discretion to apply a different peer group if the selected group ceases to be appropriate.

Further, no Performance Rights subject to the TSR Benchmark will become exercisable and the TSR Benchmark hurdle will not be met if the TSR for Imdex is negative at the time the TSR calculation is made.

(b) Fifty percent (50%) of the number of Performance Rights granted will be measured on Earnings Per Share ( EPS ) from the issue of the Performance Rights over a period of three (3) financial years ( Performance Testing Period ).

EPS is defined as statutory net profit after tax divided by the number of shares on issue at the applicable financial year end in accordance with Australian Accounting Standards.

In order for the hurdle to be met, the percentage growth of EPS of Imdex for the applicable Performance Testing Period will need to exceed the average percentage growth of EPS performance of a selected peer group as set by the Board (which the Board has presently set as the ASX 300) for the same period based on a sliding scale of percentage improvement relative to the ASX 300 ( EPS Benchmark ).

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EXPLANATORY MEMORANDUM

The sliding scale will be as follows:

Percentage of Company's growth in its EPS relative to growth of EPS Benchmark in Performance Testing Period	Percentage of Performance Rights subject to EPS Benchmark which become exercisable
At 50thpercentile	33.33%
At 50thto 75thpercentile	Pro-rata
At 75thpercentile	66.67%
At 90thpercentile	100%

Directors will retain discretion to apply a different peer group if the selected group ceases to be appropriate.

Further, no Performance Rights subject to the EPS Benchmark will become exercisable and the EPS Benchmark hurdle will not be met if the EPS for Imdex is negative at the time the EPS calculation is made.

The Company intends to carry out the NPR calculation and issue the Performance Rights in or about November 2011.

The Company will determine the applicable TSR Benchmark and EPS Benchmark (relative to Imdex's TSR and EPS) over the Performance Testing Period (being from 1 July 2011 to 30 June 2014) and determine whether, and to what extent, the Specified Hurdles have been met in or about September 2014.

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

Shareholder approval for the establishment of the EPRP was obtained for the purposes of Listing Rule 7.2 exception 9 at the FY09 annual general meeting held on 15 October 2009. A summary of the general terms and conditions of the Performance Rights issued under the EPRP is set out in Annexure A. Additionally, for the purposes of Item 5 of Annexure A, the Performance Rights will be granted to Mr Ridgeway with the following additional terms:

(a) The Performance Rights will be exercisable by the holder upon achievement of the Specified Hurdles (in the proportion determined pursuant to the sliding scale formula set out above), 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; and
(b) Mr Ridgeway as the holder of the Performance Rights (and subject to the Specified Hurdles having first been satisfied and only in the proportion determined pursuant to the sliding scale formula set out above) may exercise all of the Performance Rights granted to him after the date of issue of the Performance Rights and such portion of the Performance Rights that do not meet the Specified Hurdles shall expire immediately after the determination has been made pursuant to the sliding scale formula specified above and the balance, if not exercised, will expire on the fifth anniversary of their issue.

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.

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EXPLANATORY MEMORANDUM

As the issue will be made under the EPRP (approved by Shareholders pursuant to Listing Rule 7.2 on 15 October 2009), 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).

Corporations Act:

The Company has formed the view that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in relation to the issue of Performance Rights to Mr Ridgeway. Chapter 2E prohibits the giving of a financial benefit to a related party of a public company, unless the financial benefit has been approved by shareholders, or the giving of that benefit falls within an exception set out in Chapter 2E. Section 211 provides an exception for a benefit that comprises remuneration to an officer of a public company where such remuneration is reasonable in the circumstances of the company and that officer's particular circumstances (i.e. having regard to the responsibilities of involved in such office). Accordingly, the Company considers that the exception in section 211 of the Corporations Act applies to the proposed issue of Performance Rights to Mr Ridgeway.

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 based on the formula explained above. However, the maximum number of Performance Rights which may be issued to Mr Ridgeway is set at no greater than 300,000, therefore the maximum number of Performance Rights (and upon exercise, ordinary fully paid shares) that may be issued pursuant to Resolution 3 is 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 (or person referred to in Listing Rule 10.14) presently entitled to participate in the EPRP.
d) Subject to the approval of this Resolution 3, the issue of the Performance Rights referred to in this Resolution will be issued in or about November 2011 (but in any event no later than the date that is 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 or persons referred to in Listing Rule 10.14) 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.
h) The only Director (or person referred to under Listing Rule 10.14) who has previously received securities under the EPRP is Mr Ridgeway. Mr Ridgeway was issued 234,375 Performance Rights for nil consideration following approval at the FY09 annual general meeting of the Company held on 15 October 2009. The performance hurdles applicable to those performance rights were not satisfied. A further 196,579 Performance Rights were issued to Mr Ridgeway for nil consideration following approval at the FY10 annual general meeting of the Company held on 14 October 2010. The satisfaction or otherwise of the performance hurdles applicable to those performance rights will not be known until September 2013.

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EXPLANATORY MEMORANDUM

Recommendation :

The Board (excluding Mr Ridgeway) recommends that shareholders vote in favour of the approval of the grant of performance rights to the Managing Director.

Voting Restrictions:

The Company will disregard any votes cast on this Resolution 3 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.

4 Resolution 4 – Ratification of the issue of 3,206,770 Shares

Resolution 4 seeks Shareholder ratification for the issue and allotment of 3,206,770 Shares issued to John Andrew Knox and Janice Ann Knox (collectively the vendors) as part consideration for the purchase of all of the shares of Australian Drilling Specialities Pty Ltd ( ADS ).

4.1 ADS

ADS is a dedicated manufacturer of drilling fluids and chemicals for Australian Mud Company ( AMC ) and owns proprietary PHPA (Polymer) technology which AMC intends to expand further in strategic overseas locations. The total consideration for the purchase of all of the shares of ADS was $12 million, consisting of a cash payment of $6 million and the issue of 3,206,770 Shares at an issue price equal to the 5 day volume weighted average price of the Company's shares traded on ASX prior to completion, being $1.871 per share.

4.2 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 7.4 (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.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the Shares the subject of Resolution 4:

(a) the total number of Shares issued by the Company on 16 August 2011 was 3,206,770 Shares;
(b) the Shares were issued at a deemed issue price of $1.871 per Share, being the volume weighted average share price of the Company's Shares on ASX over the five business days prior to 16 August 2011;

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EXPLANATORY MEMORANDUM

(c) the Shares were allotted to John Andrew Knox and Janice Ann Knox (collectively the vendors of ADS) as part consideration for the purchase by the Company of ADS;
(d) all of 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;
(f) no monies were raised by the issue as the issue was in part consideration for the purchase by the Company of all of the shares in ADS; and
(g) a voting exclusion statement is contained in this Notice of Meeting.

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

5 Resolution 5 – Ratification of the issue of Staff Shares

Resolution 5 seeks Shareholder ratification for the issue and allotment of 2,113,537 Shares which were issued to employees of the Company upon exercise of options ( Staff Shares ).

5.1 Staff Shares

2,113,537 Staff Shares were issued to various employees of the Company on the exercise of employee options previously granted by the Board in accordance with the Company's Staff Option Plan as incentives and rewards for staff loyalty and performance. The Company notes that the Staff Option Plan has since been superseded by an Employee Option Plan approved by Shareholders at a general meeting held on 30 April 2007.

The full details of all the Staff Shares the subject of Resolution 5 are provided at Annexure B, however by way of summary:

(a) 1,514,370 Shares were issued at a price of $0.35; and
(b) 599,167 Shares were issued at a price of $1.00

5.2 ASX Listing Rule 7.4

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.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the Shares the subject of Resolution 5:

(a) The total number of Shares issued by the Company was 2,113,537 Shares;

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EXPLANATORY MEMORANDUM

(b) 1,514,370 Shares were issued at a price of $0.35 per Share and 599,167 Shares were issued at a price of $1.00 per Share. The Shares were issued on the dates detailed in the table in Annexure B, which dates are between 4 November 2010 and 27 June 2011;
(c) The Shares were allotted to employees of the Company by the exercise of Staff Options held by the employees, which Staff Options had been issued by way of incentive and reward for performance and loyalty pursuant to the Company's Staff Option Plan;
(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) $1.129 million in total was raised by the issue, which was applied to general working capital.
The Directors recommend that Shareholders vote in favour of Resolution 5.

6 Resolution 6 – Remuneration Report

Included in the Directors' Report contained within the 2011 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.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director and CEO) must go up for re-election.

Any undirected proxies held by the Chairman of the meeting, other Directors or other Key Management or their closely related parties will not be voted on Resolution 6.

The Company encourages all Shareholders to cast their vote in relation to Resolution 6 and if Shareholders chose to appoint a proxy, Shareholders are encouraged to direct their proxy how to vote on Resolution 6 by marking either "For", "Against" or "Abstain" on the Proxy or, where the Chairman is appointed as proxy, by marking the applicable box in Step 1 of the Proxy directing the Chairman to vote in accordance with the Chairman's voting intentions.

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EXPLANATORY MEMORANDUM

7 Glossary

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

ADS means Australian Drilling Specialities Pty Ltd. AGM means the 2011 Annual General Meeting of the Company to be held at 1.00pm WST on 20 October 2011. 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 Imdex Limited Employee Performance Rights Plan (approved by shareholders for the purposes of Listing Rule 7.2, exception 9 at the FY09 annual general meeting and summarised in Annexure A). Group means Imdex and each body corporate that is a subsidiary of Imdex under Division 6 of Part 1.2 of the Corporations Act. Key Management means the key management personnel of the Company being the Directors of the Company and those other persons having authority for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report the subject of Resolution 6 identifies the Company's key management personnel for the financial year ended 30 June 2011. 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. Staff Options means the options issued to employees of the Company pursuant to the Staff Option Plan. Staff Option Plan means the previous option plan for employees of the Company. Staff Shares means the Shares issued on the exercise of the Staff Options. WST means Australian Western Standard Time.

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EXPLANATORY MEMORANDUM

Annexure A: Resolution 3 Summary of the Terms of the Employee Performance Rights Plan

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 ( 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.
(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.
(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.
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.
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.
The Board will set performance criteria to be met before the Performance Rights may be exercised.
The exercise price (if any) 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.
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 ).
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:
(a) a takeover bid is made to the holders of Shares;
(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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EXPLANATORY MEMORANDUM

(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.

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EXPLANATORY MEMORANDUM

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 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.
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.
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.
The Directors may alter, delete or add to the provisions of the EPRP without obtaining the consent of Shareholders of the Company provided such alterations or deletions are consistent with the ASX Listing Rules.
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.

Page 11

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EXPLANATORY MEMORANDUM

Annexure B: Resolution 5 Summary of issue of Staff Shares

Date of exercise of options
27-Jun-11
17-Jun-11
10-Jun-11
19-Apr-11
07-Apr-11
07-Apr-11
25-Mar-11
21-Mar-11
14-Mar-11
21-Feb-11
14-Feb-11
31-Jan-11
31-Jan-11
28-Jan-11
20-Jan-11
14-Jan-11
11-Jan-11
11-Jan-11
11-Jan-11
11-Jan-11
10-Jan-11
07-Jan-11
07-Jan-11
06-Jan-11
04-Jan-11
29-Dec-10
21-Dec-10
13-Dec-10
13-Dec-10
10-Dec-10
09-Dec-10
08-Dec-10
06-Dec-10
02-Dec-10
26-Nov-10
24-Nov-10
17-Nov-10
17-Nov-10
09-Nov-10
04-Nov-10

Number of staff shares issued
Issue Price
35,000
1.00
40,000
1.00
100,000
1.00
50,000
1.00
30,000
1.00
30,000
1.00
35,000
1.00
8,334
0.35
75,000
1.00
25,000
1.00
50,000
0.35
30,000
0.35
12,500
1.00
1,000,000
0.35
16,667
0.35
13,333
0.35
15,000
0.35
16,667
0.35
16,667
0.35
7,667
1.00
30,000
0.35
32,700
0.35
33,333
0.35
45,000
0.35
9,000
1.00
15,000
0.35
20,000
1.00
100,000
1.00
16,667
0.35
50,000
0.35
10,000
0.35
10,000
0.35
5,000
1.00
20,000
0.35
16,667
0.35
13,334
0.35
25,000
1.00
33,334
0.35
6,667
0.35
15,000
0.35
2,113,537

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CORPORATE REPRESENTATIVE
CERTIFICATE
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Page 13
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Lodge your vote:

 Online:

www.investorvote.com.au

 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

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

 For your vote to be effective it must be received by 1:00pm (WST) Tuesday 18 October 2011

How to Vote on Items of Business

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

Appointment of Proxy

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.

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.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

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

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

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. Delete titles as applicable.

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.investorcentre.com under the information tab, "Downloadable Forms".

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

916CR_0_Sample_Proxy/000001/000001/i

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

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I9999999999

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. I 9999999999

I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Imdex Limited hereby appoint

==> picture [21 x 21] intentionally omitted <==

the Chairman of the Meeting

OR

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

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, 20 October 2011 at 1:00pm (WST) and at any adjournment of that meeting.

Important for Resolution 6 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolution 6 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolution 6 , the Chairman of the Meeting will not cast your votes on Resolution 6 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolution 6).

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 6 of business.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolution 6 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolution 6 is connected directly or indirectly with the remuneration of a member of key management personnel.

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

ORDINARY BUSINESS

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Resolution	2	Re-election of Director, Mr Lemmel
Resolution	3	Issue of Performance Rights to Mr Ridgeway
Resolution	4	Ratification of the issue of 3,206,770 Shares
Resolution	5	Ratification of the issue of Staff Shares
Resolution	6	Remuneration Report

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

SIGN 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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1 3 3 9 2 9 A

I M D

AI assistant

IMDEX LIMITED — AGM Information 2011

65119_rns_2011-09-14_979b7db3-cc21-474d-b224-dfd2c31bc32c.pdf

Annual General Meeting - Notice of Meeting

ABN 78 008 947 813

2011 Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

Agenda

Ordinary Business

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Memorandum

Snap Shot Time

Proxies

Corporate Representative

Paul Evans

EXPLANATORY MEMORANDUM

1 Purpose of this Document

2 Resolution 2 – Re-election of Director, Mr Lemmel

3 Resolution 3 – Issue of Performance Rights to Mr Ridgeway

NPR = (45% x TBR) ÷ VWAP Price

EXPLANATORY MEMORANDUM

EXPLANATORY MEMORANDUM

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

Requirements of the Listing Rules:

EXPLANATORY MEMORANDUM

Corporations Act:

Specific Disclosure of Information as Required by the Listing Rules:

EXPLANATORY MEMORANDUM

Recommendation :

Voting Restrictions:

4 Resolution 4 – Ratification of the issue of 3,206,770 Shares

4.1 ADS

4.2 ASX Listing Rule 7.4

EXPLANATORY MEMORANDUM

5 Resolution 5 – Ratification of the issue of Staff Shares

5.1 Staff Shares

5.2 ASX Listing Rule 7.4

EXPLANATORY MEMORANDUM

6 Resolution 6 – Remuneration Report

EXPLANATORY MEMORANDUM

7 Glossary

EXPLANATORY MEMORANDUM

Annexure A: Resolution 3 Summary of the Terms of the Employee Performance Rights Plan

EXPLANATORY MEMORANDUM

EXPLANATORY MEMORANDUM

EXPLANATORY MEMORANDUM

Annexure B: Resolution 5 Summary of issue of Staff Shares

Lodge your vote:

 By Mail:

For all enquiries call:

Proxy Form

www.investorvote.com.au

 For your vote to be effective it must be received by 1:00pm (WST) Tuesday 18 October 2011

How to Vote on Items of Business

Appointment of Proxy

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Attending the Meeting

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

I9999999999

Proxy Form

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Imdex Limited hereby appoint

the Chairman of the Meeting

OR

Important for Resolution 6 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

ORDINARY BUSINESS

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

More from IMDEX LIMITED

IMDEX LIMITED AGM Information 2011