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MACH7 TECHNOLOGIES LIMITED AGM Information 2013

Oct 29, 2013

65285_rns_2013-10-29_6da5fb8b-624f-4d98-ba30-609ced6f64e2.pdf

AGM Information

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SAFETY MEDICAL PRODUCTS LIMITED

(ACN 007 817 192)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Annual General Meeting to be held at the offices Trident Capital, Level 24, 44 St George’s Terrace, Perth, Western Australia on 29 November 2013 commencing at 10.00am (WST).

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

SAFETY MEDICAL PRODUCTS LIMITED

ACN 007 817 192

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Safety Medical Products Limited will be held at the offices of Trident Capital, Level 24, 44 St George’s Terrace, Perth, Western Australia on 29 November 2013 commencing at 10.00am (WST).

ORDINARY BUSINESS

1. Financial Statements and Reports

To receive and consider the annual financial reports, together with the Directors’ and auditor’s reports, for the financial year ending 30 June 2013.

2. Resolution 1 – Approval of Remuneration Report

To consider and, if thought fit, pass the following advisory only resolution :

“That, for the purpose of section 250R of the Corporations Act and for all other purposes, Shareholders approve the Remuneration Report for the year ending 30 June 2013.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion

A vote in respect of Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member, However, a person (the voter ) described above may cast a vote on this Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as proxy by writing that specifies the way the proxy is to vote on this Resolution 1; or (b) the voter is the Chairman and the appointment of the Chairman as proxy: (i) does not specify the way the proxy is to vote on this Resolution 1; and (ii) expressly authorises the Chairman to exercise the proxy even if this Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Re-election of Mr Peter Christie as a Director

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

“That, in accordance with the Company’s Constitution and for all other purposes, Mr Peter Christie, who retires by rotation under Clause 20.2 of the Company’s Constitution and, being eligible, offers himself for re-election as a Director of the Company”.

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Notice of Annual General Meeting

SAFETY MEDICAL PRODUCTS LIMITED

ACN 007 817 192

4. Resolution 3 – Ratification of issue of Shares under Placement

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

“That for the purpose of Listing Rule 7.4 and for all other purposes, approval is given to ratify the prior issue of 50,000,000 Shares to Sophisticated and Professional Investors under the Placement on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion

The Company will disregard any votes cast on this resolution by any person who participated in the issue the subject of this resolution and any person associated with those persons. However, the Company need not disregard any vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. Resolution 4 – Issue of Shares to Waterbeach Investments Pty Ltd

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be and is hereby given to the issue of 7,333,534 Shares to Waterbeach Investments Pty Ltd (or its nominee) on the terms and conditions as outlined in the Explanatory Statement.”

Voting Exclusion Statement

In accordance with Listing Rule 10.13.6, the Company will disregard any votes cast on Resolution 4 by Waterbeach Investments Pty Ltd or any of its associates.

However, the Company will not disregard a vote if it is cast by Waterbeach Investments Pty Ltd or any of its associates as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. Resolution 5 – Issue of Shares to Creditors

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval be and is hereby given to the issue of 42,079,074 Shares to Creditors (or their nominee) on the terms and conditions as outlined in the Explanatory Statement.”

Voting Exclusion Statement

In accordance with Listing Rule 7.3.8, the Company will disregard any votes cast on Resolution 5 by the Creditors or any of their associates.

However, the Company will not disregard a vote if it is cast by a Creditor or any of their associates as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Notice of Annual General Meeting

SAFETY MEDICAL PRODUCTS LIMITED ACN 007 817 192

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.

Proxies

Please note that:

  • (a) a Shareholder 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;

  • (c) a Shareholder may appoint a body corporate or an individual as its proxy;

  • (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

  • (e) Shareholders 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 provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on 27 November 2013. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

Enquiries

Shareholders may contact the Company on (+61 8) 6211 5099 if they have any queries in respect of the matters set out in these documents.

By Order of the Board of Directors

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Deborah Ho Company Secretary

Dated this 22[nd] day of October 2013

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Notice of Annual General Meeting

SAFETY MEDICAL PRODUCTS LIMITED

ACN 007 817 192

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

Explanatory Notes on Ordinary Business

Item 1 - Annual Financial Report

General Information Relevant to Item 1

The Corporations Act requires the reports of the Directors and of the Company’s auditor and the annual financial report, including the financial statements, to be put before the Annual General Meeting and the Constitution provides for those reports and statements to be received and considered at the Annual General Meeting. Neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the reports or statements. However, Shareholders will be given an opportunity to raise questions on the reports and statements at the Annual General Meeting.

Item 2 - Approval of Remuneration Report (Resolution 1)

The Remuneration Report of the Company for the financial year ended 30 June 2013 is included in the Directors’ report in the Company’s annual report for the financial year ended 30 June 2013. The Remuneration Report sets out the Company’s remuneration arrangements for the executive and non-executive Directors and executive Employees.

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act provides that a resolution that the Remuneration Report be adopted must be put to the vote. Resolution 1 seeks the adoption of the Remuneration Report.

However, Shareholders should note that in accordance with Section 250R(3) of the Corporations Act, Resolution 1 is an “advisory only” Resolution and does not bind the Directors or the Company.

Following consideration of the Remuneration Report at the Annual General Meeting, the Chairman, in accordance with Section 250SA of the Corporations Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Section 250V of the Corporations Act provides that if the resolution to approve the Remuneration Report receives “no” votes of 25% or more at two successive annual general meetings of the Company, the Shareholders will be required to vote at the second of those annual general meetings on a resolution (“spill resolution”) that an extraordinary meeting be held at which all of the Directors (except the Managing Director) must stand for re-election. If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene the extraordinary meeting (“spill meeting”) within 90 days of the second annual general meeting. All of the Directors who were in office when the resolution to make the 2013 Director’s report was passed, other than the Managing Director (who may in accordance with the Listing Rules continue to hold office indefinitely without being re-elected to office), will cease to hold office immediately before the end of the spill meeting but may stand for re-election at the spill meeting. Following the spill meeting, those persons whose election or re-election as Directors is approved will be the Directors.

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Notice of Annual General Meeting

ACN 007 817 192

SAFETY MEDICAL PRODUCTS LIMITED

Section 250R of the Corporations Act restricts the Chairperson, Key Management Personnel and any Closely Related Parties of them from voting on a Remuneration Report.

Section 250R(4) of the Corporations Act prohibits any votes on this Resolution 1 being cast by Key Management Personnel or a Closely Related Party, whose remuneration details are disclosed in the Remuneration Report. This prohibition extends to undirected proxy votes to be cast by the Chairman. In this regard, you should specifically note that if you indicate on the Proxy Form that you do not wish to specify how your proxy should vote on Resolution 1, you will be deemed to have expressly directed the Chairman to cast your votes in favour of Resolution 1.

What this means for Shareholders: If you wish to appoint the Chairman as your proxy but do NOT want your votes to be cast in favour of Resolution 1, you must indicate your voting intention by marking either “against” or “abstain” on Resolution 1 in the Proxy Form. Please see the Proxy Form for further information on such appointments.

Item 3 – Re-election of Director (Resolution 2)

Resolution 2 is an ordinary resolution.

Clause 20.2 of the Constitution requires that at every Annual General Meeting, one third of the directors must retire, but are eligible for re-election at that Annual General Meeting. Accordingly, Mr Peter Christie retires by rotation at the Annual General Meeting and, being eligible, he offers himself for re-election as a Director.

Mr Christie graduated from Curtin University with a Bachelor of Business in 1983 and is a qualified Accountant and Tax Agent. He has 20 years experience and has developed extensive hospitality and property interests.

All the Directors except Mr Christie, who has an interest in the outcome of this Resolution, recommend that Shareholders vote in favour of Resolution 2.

Item 4 – Ratification of issue of Shares under Placement (Resolution 3)

On 11 September 2013 the Company announced that it had completed the placement of $100,000 Sophisticated and Professional Investors under Section 708A(5) of the Corporations Act.

Shareholder approval is sought to ratify the 50,000,000 Shares previously issued under the Placement and referred to in Resolution 3.

Listing Rules

Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant here) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 provides that an issue of securities by a company made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the Company’s shareholders subsequently approve it. Such approval replenishes the company’s 15% capacity and enables it to issue further securities up to that limit. Accordingly, if Resolution 3 is approved, the Shares issued under the Placement will not be included in the Company’s 15% calculation for the purposes of Listing Rule 7.1.

Page 6

Notice of Annual General Meeting

SAFETY MEDICAL PRODUCTS LIMITED

ACN 007 817 192

Listing Rule 7.5 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 3 for the purposes of Listing Rule 7.4:

1. Number of Securities allotted

A total of 50,000,000 Shares were issued.

2. The price at which the Securities were issued

The Shares had an issue price of $0.002 per Share.

3. The terms of the Securities

The Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue.

4. Names of the allottees or the basis on which the allottees were determined

The Shares under the Placement were issued to clients of Trident Capital Pty Ltd who are Sophisticated or Professional Investors under section 708A(5) of the Corporations Act. None of the allottees were related parties of the Company.

5. The use of (or intended use) of the funds raised

Funds raised will be used to provide working capital to continue to finalise the arrangements with Kisara Gold Pty Ltd.

Item 5 – Approve Issue of Shares to Waterbeach Investments Pty Ltd (Resolution 4)

5.1. Background

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of 7,333,534 Shares to Waterbeach Investments Pty Ltd (or nominee). The Shares to be issued are in satisfaction of Director Fees due and payable in relation to Mr Peter Christie’s position as Chairman of the Company.

At a meeting of Directors held on 5 July 2011 the Directors resolved that the fees payable to the Directors be $36,000 per annum in relation to non-executive Directors and $40,000 per annum in relation to the Chairman. Owing to the Company’s present cash position, the Directors have agreed to receive payment of their Director’s fees in Shares. The value of shares being issued to Waterbeach Investments Pty Ltd represents Mr Christie’s fees for the period 1 January 2013 to 30 November 2013. The number of Shares to be issued is based on total fees payable of $36,666.67 and an issue price of $0.005 per Share.

The Company is not seeking Shareholder approval under section 208 of the Corporations Act on the basis that, having considered all of the circumstances, the Board believes the proposed issue of securities under Resolution 4 to be at arm’s length and on commercial terms pursuant to section 210 of the Corporations Act.

5.2. ASX Listing Rule 10.11

Listing Rule 10.11 provides that a company must not issue equity securities to a “related party” without the approval of holders of ordinary securities, or to a person whose relationship with the company or a related party of the company is, in ASX’s opinion, such that approval should be obtained. Further, Listing Rule 7.2 (Exception 14) states that

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Notice of Annual General Meeting

SAFETY MEDICAL PRODUCTS LIMITED

ACN 007 817 192

approval pursuant to Listing Rule 7.1 is not required if shareholder approval is obtained under Listing Rule 10.11.

Waterbeach Investments Pty Ltd is a related party of the Company as it is an entity controlled by Peter Christie. The Directors have determined to seek Shareholder approval under Listing Rule 10.11 to permit the issue of Shares to Waterbeach Investments Pty Ltd as a related party of the Company on the terms in Resolution 4.

The issue of the Shares under Resolution 4 will not affect the capacity of the Company to issue securities in the next 12 months under Listing Rule 7.1, as those Shares (once issued) will be excluded from the calculations under Listing Rule 7.1.

5.3. ASX Listing Rule 10.13

Listing Rule 10.13 required the following information to be provided to the Shareholders in relation to Resolution 4 to satisfy Listing Rule 10.11:

  • (a) The name of the allottee of the securities is Waterbeach Investments Pty Ltd (or nominee).

  • (b) The maximum number of securities to be allotted and issued is 7,333,534 Shares.

  • (c) The Shares will be issued as soon as possible after the Annual General Meeting and in any event, no later than 1 month after the Annual General Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules).

  • (d) Waterbeach Investments Pty Ltd is controlled by Peter Christie, who is also a Director of the Company.

  • (e) The issue price for the Shares is $0.005 per Share.

  • (f) The Shares issued under Resolution 4 are ordinary fully paid shares which rank equally with existing Shares on issue.

  • (g) The Shares will not be issued for cash consideration. Rather, the consideration for the Shares pursuant to Resolution 4 is the provision of services as Chairman of the Company.

  • (h) No funds will be raised from the issue of the Shares under Resolution 4.

Pursuant to ASX Listing Rule 7.2, if ASX Listing Rule 10.11 Shareholder approval is being sought, approval under ASX Listing Rule 7.1 is not required.

Page 8

Notice of Annual General Meeting

SAFETY MEDICAL PRODUCTS LIMITED

ACN 007 817 192

Item 6 – Approve Issue of Shares to Creditors (Resolution 5)

6.1. Background

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of 42,079,074 Shares to Creditors (or their respective nominees). The Shares to be issued are in satisfaction of:

  1. Trident Capital Pty Ltd

  2. a. Director Fees due and payable in relation to Mr Simon Lill’s and Mr Stephen Hewitt-Dutton’s position as non-executive Directors the Company;

  3. b. Corporate finance fees payable under a mandate date 22 November 2012; and

  4. c. Rental of facilities and premises under a Service Agreement dated 18 May 2011.

  5. Trident Management Services Pty Ltd - fees due for the provision of company secretarial and accounting services under a Services Agreement dated 18 November 2010;

  6. IML Holdings Pty Ltd – funds advanced; and

  7. Price Sierakowski Pty Ltd – fees due for the provision of legal services.

The amounts payable, and number of Shares to be issued at an issue price of $0.005, to each of the above parties and to be satisfied by the issue of Shares is as follows:

Trident Capital Pty Ltd
Trident Management Services Pty Ltd
IML Holdings Pty Ltd
Price Sierakowski Pty Ltd
Amount Owing
NumberofShares to beissued
127,500.00
25,500,000
49,523.27
9,904,654
25,000.00
5,000,000
8,372.10
1,674,420

6.2. ASX Listing Rule 7.1

Listing Rule 7.1 provides that a Company must not, without Shareholder approval and subject to certain exceptions, issue any equity security during any 12 month period 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.

The maximum number of securities that may be issued under resolution 5 is 42,079,074 Shares.

As the proposed issue of Shares under Resolution 5 will result in an issue of more than 15% of the Company’s share capital in a 12 month period, Shareholder approval is required pursuant to Listing Rule 7.1 to issue the Shares under those resolutions.

All of the Shares will, upon being issued, rank equally in all respects with the Existing Shares in the Company.

Listing Rule 7.3 requires the following information to be provided to shareholders:

  • (i) The maximum number of securities to be issued to the Non-Related Parties under Resolution 5 is 42,079,074 Shares.

  • (ii) The Shares will be allotted and issued under Resolution 5 within 3 months of the Annual General Meeting.

  • (iii) The issue price payable for the Shares under Resolution is 0.5 cents per Share.

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Notice of Annual General Meeting

ACN 007 817 192

SAFETY MEDICAL PRODUCTS LIMITED

  • (iv) The allottees under Resolution 5 are:

  • (A) 25,500,000 Shares to Trident Capital Pty Ltd (as an Exempt Investor) (and/or its nominee);

  • (B) 9,904,654 Shares to Trident Management Services Pty Ltd (as an Exempt Investor) (and/or its nominee);

  • (C) 5,000,000 Shares to IML Holdings Pty Ltd (as an Exempt Investor) (and/or its nominee); and

  • (D) 1,674,420 Shares to Price Sierakowski Pty Ltd (as an Exempt Investor) (and/or its nominee);

None of the allottees under Resolution 5 are Related Parties of the Company. Mr Simon Lill and Mr Stephen Hewitt-Dutton are neither directors nor shareholders of Trident Capital Pty Ltd, the entity to which their directors fees are paid. Mr Lill and Mr Hewitt-Dutton are employees of Trident Capital Pty Ltd and Trident Management Services Pty Ltd respectively but receive no direct benefit from the payment of the Directors fees.

  • (v) The Shares to be issued under Resolution 5 are ordinary fully paid shares which, upon being issued, will rank equally with the Existing Shares in the Company.

  • (vi) No funds will be raised from the issue of the Shares under Resolution 5.

Page 10

Notice of Annual General Meeting

ACN 007 817 192

SAFETY MEDICAL PRODUCTS LIMITED

Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

AGM means Annual General Meeting. Associate means a party so described by section 10 – 17 of the Corporations Act. ASX ASX Limited (ACN 098 624 691). WST Western Standard Time. Board Board of Directors. Chairman means Mr Peter Christie. Closely Related Party means a closely related party of a member of Key Management Personnel as defined in Section 9 of the Corporations Act, being:

means a party so described by section 10 – 17 of the Corporations Act.

  • (a) a spouse or child of the member;

  • (b) a child of that member’s spouse;

  • (c) a dependant of that member or of that member’s spouse;

  • (d) anyone else who is one of that member’s family and may be expected to influence that member, or be influenced by that member, in that member’s dealings with the Company;

  • (e) a company that is controlled by that member; or

  • (f) any other person prescribed by the regulations.

(f)
any other person prescribed by the regulations.
Constitution Constitution of the Company.
Company Safety Medical Products Limited (ACN 007 817 192)
Corporations Act Corporations Act 2001 (Cth).
Creditors Trident Capital Pty Ltd, Trident Management Services Pty Ltd,
IML Holdings Pty Ltd and Price Sierakowski Pty Ltd.
Director Director of the Company.
Explanatory Statement the Explanatory Statement accompanying the Notice of Annual
General Meeting.
Key Management Personnel means the key management personnel of the Company as
defined in Section 9 of the Corporations Act and Australian
Accounting Standards Board accounting standard 124, being
those persons having authority and responsibility for planning,
directing and controlling the activities of the Company, directly
or indirectly, including any Director (whether executive or
otherwise).
Listing Rules the listing rules of ASX.
Meeting means this Annual General Meeting.
Notice of Annual General Meeting the Notice of Annual General Meeting accompanying the
Explanatory Statement.
Placement means the issue of 50,000,000 Shares to sophisticated and
professional investors completed on 11 September 2013.
Related Party means a party so defined by section 288 of the Corporations
Act
Share/s ordinary fully paid shares in the capital of the Company.
Shareholder means a shareholder of the Company.

Page 11

Notice of Annual General Meeting

SAFETY MEDICAL PRODUCTS LIMITED ACN 007 817 192

ANNUAL GENERAL MEETING - PROXY FORM

I/We

of

being a member of Safety Medical Products Limited (ACN 007 817 192) entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of Proxy

OR the Chairman of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting, or the Chairman’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10.00am (WST) on Friday, 29 November 2013 at Level 24, 44 St George’s Terrace, Perth, Western Australia, and at any adjournment thereof.

Important for Resolution 1 if the Chairman is your proxy or is appointed as your proxy by default

By marking this box, you are expressly authorising the Chairman to exercise your proxy on Resolution 1. If you do not mark this box, and you have not directed your proxy how to vote on Resolution 1, the Chairman will not cast your votes on Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on that Resolution. If you appoint the Chairman as your proxy you can direct the Chairman how to vote by either marking the boxes in the section below (for example, if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman will vote in favour of Resolution 1).

The Chairman intends to vote all available proxies in favour of Resolutions 2 to 5

I/We acknowledge that the Chairman may exercise my/our proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of Key Management Personnel or their Closely Related Parties and/or even if the Chairman has an interest in the outcome of that Resolution and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

Voting directions to your proxy - Please mark only one of the boxes with an “X” for each resolution to indicate your directions.

Ordinary Business For Against Abstain Resolution 1. Approval of Remuneration report Resolution 2. Re-Election of Mr Peter Christie Resolution 3. Ratification of issue of Shares under Placement Resolution 4. Issue of Shares to Waterbeach Investments Pty Ltd Resolution 5. Issue of Shares to Creditors If you mark the “Abstain” box with an “x” for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll. PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

SAFETY MEDICAL PRODUCTS LIMITED

ACN 007 817 192

How to complete this Proxy Form

1 Your Name and Address

This is the name and address on the Share Register of Safety Medical Products Limited. If the information is incorrect, shareholders should advise the Company of any changes required. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

You are entitled to appoint no more than two proxies to attend and vote on a poll on your behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of your voting rights. If you appoint two proxies and the appointment does not specify this proportion, each proxy may exercise half of your votes.

If you wish to appoint the Chairman of the Meeting as your proxy, please mark the box. 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.

3 Votes on Resolutions

You may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item your vote will be invalid on that item.

4 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, all of the shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share 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 a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

5 Lodgement of a Proxy

To vote by proxy, please complete and sign the enclosed Proxy Form (and any Power of Attorney and/or second Proxy Form) and return by:

  • (a) mail to the Company’s registered office at PO Box Z5183, Perth, Western Australia, 6831; or

  • (b) facsimile to the Company on facsimile number +61 8 9218 8875,

so that it is received by 10.00am (WST) on Wednesday, 27 November 2013.

Proxy forms received later than this time will be invalid.