MACH7 TECHNOLOGIES LIMITED — AGM Information 2014

Oct 23, 2014

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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 Friday, 28 November 2014 commencing at 1.00pm (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

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Notice of Annual General Meeting

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 Friday, 28 November 2014 commencing at 1.00pm (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 2014.

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 2014”

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

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 1:

(a) by or on behalf of a member of Key Management Personnel as disclosed in the Remuneration Report;

(b) by or on behalf of a Closely Related Party of a Key Management Personnel; and

(c) as proxy by a member of Key Management Personnel or a Closely Related Party.

Unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the proxy form or by the Chairman pursuant to an express authorisation to exercise the proxy.

3. Resolution 2 – Re-election of Mr Simon Jenkins as Director

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

“That Mr Simon Jenkins, who was appointed as a Director by the Board on 20 May 2014 and in accordance with clause 19.4 of the Company’s Constitution holds office until this Annual General Meeting, and who is eligible and offers himself for re-election, is re-elected as a Director.”

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Notice of Annual General Meeting

SAFETY MEDICAL PRODUCTS LIMITED

ACN 007 817 192

4. Resolution 3 – Re-election of Mr Stephen Hewitt-Dutton as Director

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

“That Mr Stephen Hewitt-Dutton, who retires by rotation in accordance with clause 20.2 of the Company’s Constitution and who is eligible and offers himself for re-election, be reelected as a Director.”

5. Resolution 4 – 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 110,000,000 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 Placement, a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any person associated with those persons, if the resolution is passed. 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.

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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 Wednesday, 26 November 2014. 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 17[th] day of October 2014

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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 2014 is included in the Directors’ report in the Company’s Annual Financial Report for the financial year ended 30 June 2014. 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 2014 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

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Notice of Annual General Meeting

ACN 007 817 192

SAFETY MEDICAL PRODUCTS LIMITED

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.

Item 2 - Approval of Remuneration Report (Resolution 1) (continued)

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 Mr Simon Jenkins as a Director (Resolution 2)

In accordance with clause 19.4 of the Constitution, any Director appointed to fill a casual vacancy or as an addition to the Board must retire from office at, and will be eligible for re-election at the next annual general meeting following their appointment, but that Director will not be taken into account in determining the number of Directors who are to retire by rotation.

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

Mr Simon Jenkins

Mr Jenkins has been a Director of Price Sierakowski Pty Ltd since 2005. He has a Bachelor of Laws from the University of Western Australia and is a recommended lawyer for mergers and acquisitions in the 2011 edition of Doyle’s Guide to the Australian Legal Profession.

Mr Jenkins has experience in a broad range of corporate transactions including takeovers, mergers and capital raisings both in Australia and overseas. He has extensive experience in a range of industries including the resource, energy and telecommunications sectors. He has also acted for Australian and internationally listed companies as well as for a number of large private enterprises. Mr Jenkins has held directorships in both ASX listed and client owned private companies. He is a member of AMPLA and the Petroleum Club of WA.

Item 4 – Re-election of Mr Stephen Hewitt-Dutton as a Director (Resolution 3)

In accordance with clause 20.2 of the Constitution, at every annual general meeting, one third of the Directors for the time being, must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-appointment or if the Directors have been in office for an equal length of time, by agreement.

Resolution 3 is an ordinary resolution. All the Directors except Mr Hewitt-Dutton, who has an interest in the outcome of this Resolution, recommend that Shareholders vote in favour of Resolution 3.

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Notice of Annual General Meeting

ACN 007 817 192

SAFETY MEDICAL PRODUCTS LIMITED

Item 4 – Re-election of Mr Stephen Hewitt-Dutton as a Director (Resolution 3) (continued)

Mr Stephen Hewitt-Dutton

Mr. Hewitt-Dutton has over 20 years of experience in corporate finance, accounting and company secretarial matters. He is an Associate Director of Trident Capital and holds a Bachelor of Business from Curtin University, is an affiliate of the Institute of Chartered Accountants.

Before joining Trident Capital, Mr. Hewitt-Dutton was an Associate Director of Carmichael Corporate where he assisted clients by providing equity market, IPO and M&A advice and assistance. He has also held Financial Controller and Company Secretary positions for both public and private companies for in excess of 15 years.

Item 5 – Ratification of issue of Shares under Placement (Resolution 4)

On 30 June 2014, the Company announced that it had completed the placement of $220,000 to Sophisticated and Professional Investors under Section 708A(5) of the Corporations Act.

Shareholder approval is sought to ratify the 110,000,000 Shares previously issued under the Placement and referred to in Resolution 4.

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 4 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.

Listing Rule 7.5 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 4 for the purposes of Listing Rule 7.4:

1. Number of Securities Issued

A total of 110,000,000 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.

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Notice of Annual General Meeting

SAFETY MEDICAL PRODUCTS LIMITED

ACN 007 817 192

Item 5 – Ratification of issue of Shares under Placement (Resolution 4) (continued)

4. Names of the persons to whom the entity issued the securities or the basis on which those persons were determined

The Shares under the Placement were issued to Sophisticated or Professional Investors under section 708A(5) of the Corporations Act. None of those investors were related parties of the Company.

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

Funds raised were used to enable the Company to advance loan funds to 3D Medical Limited as per the Heads of Agreement with 3D Medical Limited and 3D Medical Limited Shareholders.

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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:

• (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.

Constitution Constitution of the Company. Company Safety Medical Products Limited (ACN 007 817 192) Corporations Act Corporations Act 2001 (Cth). 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 110,000,000 Shares to sophisticated and professional investors completed on 30 June 2014. 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.

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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 1.00pm (WST) on Friday, 28 November 2014 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

If I/we have appointed the Chairman of the meeting as my/our proxy (or the Chairman of the meeting becomes my/our proxy by default) I/we expressly authorise the Chairman of the meeting (to extent permitted by law) to exercise my/our proxy in respect of Resolution 1 even though the Resolution is connected directly or indirectly with the remuneration of a member of key management personnel of Safety Medical Products Limited, which includes the Chairman of the Meeting. If you appoint the Chairman as your proxy you can direct the Chairman how to vote by either marking the boxes in the section.

The Chairman intends to vote all available proxies in favour of Resolutions 2, 3 and 4.

I/We acknowledge that the Chairman intends to vote undirected proxies in favour of each Resolution, to the extent permitted by law.

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

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Ordinary Business For Against Abstain
Resolution 1. Approval of Remuneration report – 30 June 2014
Resolution 2. Re-Election of Mr Simon Jenkins
Resolution 3. Re-Election of Mr Stephen Hewitt-Dutton
Resolution 4. Ratification of issue of Shares under Placement
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
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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 1.00pm (WST) on Wednesday, 26 November 2014.

Proxy forms received later than this time will be invalid.