IMEXHS LIMITED — AGM Information 2008

Apr 17, 2008

NOTICE OF ANNUAL GENERAL MEETING

AUSTRALIAN BIODIESEL GROUP LIMITED

ACN 096 687 839

Item E. Election of Director

Notice is hereby given that the 2008 Annual General Meeting of Shareholders of Australian Biodiesel Group (‘the Company’) will be held at the offices of Grant Thornton at Level 17, 383 Kent Street, Sydney NSW 2000 on Wednesday, 28 May 2006 at 10.00 a.m .

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum and Proxy Form forms part of this Notice.

The Directors have determined that pursuant to the Corporations Act 2001 (Ct h) that persons eligible to vote at the Annual General Meeting are those who are registered shareholders of the Company as at 7.00pm on Monday, 26 May 2008.

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

3 . That Ian Mutton, who is nominated in accordance with the Company's Constitution, be elected as a Director of the Company.

Item F. Election of Director

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

4. That Thomas Maschmeyer, who is nominated in accordance with the Company's Constitution, be elected as a Director of the Company.

Item G. Election of Director

AGENDA ITEMS

Item A. Chairman’s Address and Managing Director’s Report

Item B. Financial Statements

To receive and consider the Financial Statements of the Company for the year ended 31 December 2007 and the related Directors’ Reports, Directors’ Declaration and Audit Report.

Item C. Remuneration Report

To receive and, if thought fit, to pass the following resolution in accordance with section 250R of the Corporations Act 2001 (Cth):

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

5. That Sarah Israel, who retires by rotation in accordance with the Company's Constitution, being eligible and offering herself for re-election, be re-elected as a Director of the Company.

Item H. Other Business

To deal with any other business that may be brought forward in accordance with the Company’s Constitution and the Corporations Act 2001 (Cth).

By Order of the Board

1. To adopt the Remuneration Report for the year ended 31 December 2007. Under section 250R(3) of the Corporations Act (Cth), the vote is advisory only and does not bind the Directors or the Company.

Item D. Election of Director

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

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Ms Elizabeth le Noble

Company Secretary 18 April 2008

2. That Wayne Rogers, who is nominated in accordance with the Company's Constitution, be elected as a Director of the Company.

NOTICE OF ANNUAL GENERAL MEETING

Instructions for Voting in Person or by Proxy

1. You are asked to arrive at the venue 30 minutes prior to the Annual General Meeting.

2. If you are a shareholder entitled to attend and vote, you are entitled to appoint one or two proxies.

3. A proxy need not be a shareholder of the Company and may be either an individual or a body corporate. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001 (Cth) and provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting. If such evidence is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

4. On a poll, shareholders have one vote for each fully paid ordinary share held.

Forms not later than 10.00am (Sydney Time) on 26 May 2008.

1. A proxy form accompanies this Notice of Meeting.

2. The Board has determined, in accordance with the Company’s Constitution and Corporations Regulations that any shareholder registered at 7.00pm (Sydney time) on 26 May 2008 is entitled to attend and vote at the Annual General Meeting. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the Annual General Meeting.

3. If you wish to appoint one proxy, please use the Proxy Form provided.

4. If you wish to appoint two proxies, an additional Proxy Form may be obtained by telephoning the share registry or you may copy the Proxy Form provided. Where two proxies are appointed, you may specify the number or proportion of votes that each may exercise, failing which each may exercise half the votes. Neither proxy is entitled to vote on a show of hands if more than one proxy attends.

5. Proxy Forms must be signed by a member or the member’s attorney or, if a corporation, executed under seal or in accordance with section 127 of the Corporations Act 2001 or signed by an authorised officer or agent.

6. The Company has arranged for the Proxy Forms (and if the appointment is signed by the appointor’s attorney, the original authority under which the appointment was signed or a certified copy of the authority) to be collected and collated by a shareholder proxy agent ( “the Agent” ).

7. Proxy Forms can be returned to the Agent by mail to Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 or by fax on (02) 9287 0309. To be effective, the Agent must receive Proxy

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Australian Biodiesel Group Limited

AUSTRALIAN BIODIESEL GROUP LIMITED

ACN 096 687 839

EXPLANATORY MEMORANDUM

This Explanatory Memorandum should be read with, and form a part of, the Notice of Meeting of Shareholders which it accompanies.

Introduction

This Explanatory Memorandum has been prepared for the information of shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at the offices of Grant Thornton at Level 17, 383 Kent Street, Sydney NSW 2000 on Wednesday 28 May 2008.

Executive Directors and certain executives whose remuneration arrangements are required to be disclosed.

A reasonable opportunity will be provided to the members for discussion of the Remuneration Report at the meeting.

The Directors unanimously recommends that shareholders vote in favour of Resolution 1.

Item D – Election of Director

Mr Wayne Rogers. CIMA

This Explanatory Memorandum is an explanation of, and contains information about, the Resolutions set out in the Notice of Meeting to assist Shareholders to determine how they wish to vote on the Resolutions.

Item A – Chairman’s Address and Managing Director’s

Report

The Chairman will address the meeting and the Managing Director will discuss the performance and activities of the Company for the year ended 31 December 2007. After these addresses, questions from shareholders will be welcome.

Item B - Adoption of Financial Statements and

Reports

Mr Wayne Rogers, Non-Executive Director, who is nominated in accordance with the Company's Constitution, offers himself for election as a Director of the Company.

Mr Rogers does not have any material relationship with the Company, is not a recent former employee or auditor and is not associated with executive management of the Company through any familial connection. Therefore Mr Rogers satisfies all the criteria for independence in his role as Director of the Company, as set out in the Corporate Governance Statement of the Company’s Annual Report.

The following statement is based on information provided by Mr Rogers:

As required under the Corporations Act 2001 (Cth) , the Financial Report, Directors’ Report and Auditor’s Report of Australian Biodiesel Group Limited for the financial year to 31 December 2007 will be laid before the meeting. There is no requirement for a formal resolution on this item of business.

The Auditor will be present at the Annual General Meeting to answer any questions regarding the conduct of the audit from shareholders.

Item C - Remuneration Report

The Corporations Act 2001 (Cth) requires that a resolution must be put to shareholders that the Remuneration Report of the Company be adopted. The vote on this resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report forms part of the Directors’ Report which is contained in the 2008 Annual Report of ABG Limited, available to view at www.abgbiodiesel.com

The Remuneration Report sets out the Company’s remuneration policy and reports the remuneration arrangements in place for Executive Directors and Non-

Mr Rogers is an experienced financial and General Manger with wide-ranging experience of operations in Europe, Australia and Asia, particularly in the renewable energy and manufacturing fields. He held several senior financial positions with IBM in the UK and its European headquarters in Paris before participating in a successful management buyout to form the now NASDQ-listed Xyratex – a $500m computer storage and services company, in which he served initially as Treasurer and later as Managing Director for the Asia Pacific region, based in Kuala Lumpur.

He was the founder of Horizon Technologies Pty. Ltd., an Australian based business focused on transforming solar and other forms of renewable energy into electricity for grid and off-grid applications. He was also Chief Financial Officer of Novera Energy Limited now listed on the AIM index in the UK, and has recently concluded a role as the Managing Director of a highly successful turn-around of a Malaysian based electronics manufacturing concern.

The Directors (excluding Mr Rogers who abstained having regard to his interest) unanimously recommend that shareholders vote in favour of Resolution 2.

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Australian Biodiesel Group Limited

Item E – Election of Director

Mr Ian Mutton

Mr Ian Mutton, Non-Executive Director, who is nominated in accordance with the Company's Constitution, offers himself for election as a Director of the Company.

Mr Mutton does not have any material relationship with the Company, is not a recent former employee or auditor and is not associated with executive management of the Company through any familial connection. Therefore Mr Mutton satisfies all the criteria for independence in his role as Director of the Company, as set out in the Corporate Governance Statement of the Company’s Annual Report.

The following statement is based on information provided by Mr Mutton:

Mr Mutton is a lawyer specialising in governance matters as they relate to corporations in all aspects of the Trade Practices Act in Australia and the Commerce Act in New Zealand. His experience includes a decade with the Government involved in the enforcement of competition laws and almost two decades assisting companies deal with competition and other regulatory matters in Australia and New Zealand.

He has been responsible for managing relations with Governments in Belfast, Westminster and Brussels in connection with the development of a European energy based project.

The Directors (excluding Mr Mutton who abstained having regard to his interest) unanimously recommend that shareholders vote in favour of Resolution 3.

Item F – Election of Director

Prof. Dr. Thomas Maschmeyer. PhD, BSc (Hons), CChem, MRACI.

Prof. Thomas Maschmeyer, Non-Executive Director, who is nominated in accordance with the Company's Constitution, offers himself for election as a Director of the Company.

The following statement is based on information provided by Prof. Maschmeyer:

Professor Maschmeyer is currently Federation Fellow and Professor of Chemistry at the University of Sydney, received his B.Sc.(Hons I) and PhD from there in 1991 and 1995 respectively. In 1994 he moved to work with Prof. Sir John M. Thomas at the Royal Institution of Great Britain as Australian Bicentennial Fellow.

In 1997 he became the Assistant Director of the Davy Faraday Laboratories there and held an Affiliate Lecturer’s position at The University of Cambridge and was Fellow at Peterhouse.

Two years later he moved to be Professor and Head of the Department of Applied Organic and Catalytic Chemistry at the Delft Institute of Chemical Technology and became Vice-Chairman of that Institute in 2000.

He had a leading role in spinning-out a combinatorial catalysis company, Avantium, which has around 90+ employees and a capitalisation of A$110 million The international standing of Professor Maschmeyer’s research is evidenced by the fact that he has been awarded a Research Fellowship of the Royal Society (Oxford), an EU Fellowship, an EPSRC Fellowship and an Australian Bicentennial Fellowship.

He is/has been consultant for many companies, including Shell, Borax, DSM, Avantium, ABG and Ignite Energy, was a Scientific Advisor to the Dutch Ministry of Finance, Guest-Editor of Topics in Catalysis, and is on the editorial boards of four journals as well as being/having been on boards of many journals, societies, companies, government organisations and international conferences.

Earlier this year he was awarded the AAS Le Fèvre Memorial Prize as the leading chemist in Australia under 40.

The Directors (excluding Prof. Maschmeyer who abstained having regard to his interest) unanimously recommend that shareholders vote in favour of Resolution 4.

Item G – Election of Director

Ms Sarah Israel. B.Bus (Dist.), FCPA, FAICD

Ms Sarah Israel, Non-Executive Director, who retires in accordance with the Company's Constitution, being eligible and offering herself for re-election, be re- elected as a Director of the Company.

The following statement is based on information provided by Sarah Israel:

A Board member since 2005, Ms Israel has experience in project finance, investment banking and regional development and, in addition to her board positions, currently has consulting roles in finance projects in Australia and internationally.

Ms. Israel is a Director of Queensland Sugar Limited, CS Energy Ltd. and ESI Superannuation (QLD) Ltd. She is Chairperson of the Audit Committees of both Queensland Sugar and ESI Super.

The Directors (excluding Ms Israel who abstained having regard to his interest) unanimously recommend that shareholders vote in favour of Resolution 5.

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Australian Biodiesel Group Limited

Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney, NSW, 2000 Locked Bag A14, Sydney South, NSW, 1235 Telephone: (02) 8280 7111 Facsimile: (02) 9287 0309 ASX Code: ABJ

AUSTRALIAN BIODIESEL GROUP LIMITED ACN 096 687 839

APPOINTMENT OF PROXY

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

Website: www.linkmarketservices.com.au

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I/We being a member(s) of Australian Biodiesel Group Limited and entitled to attend and vote hereby appoint

A

the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

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or failing the person/body corporate named, or if no person/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 instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10.00 on Wednesday, 28 May 2008, at At the offices of Grant Thorton at level 17, 383 Kent Street, Sydney, NSW and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

B To direct your proxy how to vote on any resolution please insert in the appropriate box below.X

For Against Abstain For Against Abstain Resolution 1 Resolution 4 Remuneration Report Elect Thomas Maschmeyer as a Director of the Company Resolution 2 Resolution 5 Elect Wayne Rogers as a Director of Elect Sarah Israel as a Director of the the Company. Company

Resolution 3 Elect Ian Mutton as a Director of the Company

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

C	SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder’s constitution and the Corporations Act 2001 (Cwlth).

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

ABJ PRX841

How to complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s share registry or you may copy this form.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10.00am on Monday, 26 May 2008, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the reply paid envelope or:

• by posting, delivery or facsimile to Australian Biodiesel Group Limited’s share registry as follows:

Australian Biodiesel Group Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Facsimile: (02) 9287 0309

• delivering it to Level 12, 680 George Street, Sydney NSW 2000.

18 April 2008

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Australian Biodiesel Group Limited ACN 096 687 839

Dear shareholder

I am pleased to invite you to attend the Annual General Meeting of Australian Biodiesel Group Limited (ABG) and have enclosed the Notice of Meeting, which sets out the items of business.

The meeting will be held at the offices of Grant Thornton at Level 17, 383 Kent Street, Sydney NSW 2000 on Wednesday 28 May 2008 at 10.00am.

If you are unable to attend the meeting, you are encouraged to complete the enclosed proxy form. The proxy form should be returned in the envelope provided or faxed to our registry on +61 (2) 9287 0309 so that is received by 10:00 a.m. (Sydney time) on 26 May 2008.

Corporate shareholders will be required to complete a “Certificate of Appointment of Representative” to enable a person to attend on their behalf. A form of this certificate may be obtained from the Company’s share registry.

If you have elected not to receive a hard copy 2007 Annual Report of the company, it is available to view in the Shareholder Centre of our website: www.abgbiodiesel.com

I look forward to your attendance at the meeting.

Yours sincerely

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Wayne Rogers Chairman