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MACH7 TECHNOLOGIES LIMITED Proxy Solicitation & Information Statement 2008

Mar 12, 2008

65285_rns_2008-03-12_e6016396-4eed-4025-b75c-00e9241d26f5.pdf

Proxy Solicitation & Information Statement

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NOTICE OF GENERAL MEETING

Safety Medical Products Limited ( Company ) gives notice that a meeting of its shareholders will be held at the Company’s office at 25 Fenden Road, Salisbury Plain SA 5109 on 18[th] April 2008 at 11:00 am.

At the meeting, the following resolution will be considered and if thought fit, passed:

Approval for Proposed Issue of Convertible Notes to Related Parties

That approval be given under and for the purposes of Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, for the issue of up to 7,000 Convertible Notes to related parties of the Company on the terms described in the explanatory memorandum accompanying the notice convening this meeting.

Dated 10 March 2008

Yours Sincerely

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John Riemelmoser Managing Director

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Safety Medical Products Limited 25 Fenden Road, Salisbury Plain, South Australia Australia, 5109

ACN 007 817 192 Phone: (08) 8285 5226 Fax: (08) 8285 3228 Email: [email protected] Website: www.safetymed.com.au ASX Code: SFP

SafetyMed® is a registered trademark of Safety Medical Products Ltd

Notes

  1. A member entitled to attend and vote at the meeting may appoint a proxy to attend and vote on the member’s behalf. If the member is entitled to cast two or more votes at the meeting, the member may appoint up to two proxies to attend and vote on the member’s behalf.

  2. If a member appoints two proxies, each proxy must be appointed to represent a specified proportion or number of the member’s votes. Absent this specification, each proxy will need to exercise half the votes.

  3. A proxy need not be a member of the Company.

  4. To appoint a proxy, a proxy form must be signed by the member or the member’s attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed in accordance with s 127 of the Corporations Act 2001 (Cth).

  5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later that 48 hours prior to the meeting at:

By mail:

Registries Limited PO Box R67 Royal Exchange NSW 1223

By facsimile:

(02) 9279 0664

By delivery:

Registries Limited Level 7 207 Kent Street Sydney NSW 2000

Members who forward their proxy forms by fax must make available the original executed form of the proxy for production at the meeting, if called upon to do so.

  1. For the purposes of the meeting, persons on the register of members as at 5:00 pm on 16[th] April 2008 will be entitled to vote as the holder of shares held by them at that time.

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EXPLANATORY MEMORANDUM

Approval for Proposed Issue of Convertible Notes to Related Parties

Listing Rule 10.11 provides that, subject to a number of exceptions, a company must not issue or agree to issue equity securities to a related party without the prior approval of holders of ordinary securities.

This meeting proposes approval in accordance with Listing Rule 10.11 for the issue of Convertible Notes ( Notes ) to Mr. John Riemelmoser and Mr. John Darley, directors and related parties of the Company.

In accordance with Listing Rule 10.13, the following information is provided to shareholders in relation to the resolution:

  • If approval is obtained, up to 5,000 Convertible Notes will be issued to Mr John Riemelmoser and up to 2,000 Convertible Notes will be issued to Mr John Darley, directors of the Company.

  • If approval is obtained, the Notes will be issued to Mr Riemelmoser and Mr Darley within one month from the date of the approval.

  • If approval is obtained, the Notes will be issued at $100 each and otherwise on the terms summarised in Annexure A to this Explanatory Memorandum.

  • If approval is obtained, funds raised by the issue of Convertible Notes will be used to provide working capital during the initial commercialisation of the Company’s core technology, the SecureTouch™retractable safety syringe.

If the resolution is carried, approval for the issue of Notes to Mr Darley and Mr Riemelmoser will not be required under Listing Rule 7.1. Listing Rule 7.1 provides that (subject to certain exceptions) prior approval of shareholders is required for an issue of securities 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 shares on issue at the commencement of that 12 month period.

If approval is obtained, these Notes will be issued on the same terms as the offer for issue of up to 30,000 convertible notes ( Offer ) to non-related parties, which was announced by the Company to ASX Limited on 20 February 2008. Any persons wishing to participate in that Offer should contact the Company at (08) 8285 5226 or Adelaide Equity Partners Limited at (08) 8232 8800.

Voting Exclusion Statement

The Company will disregard any votes cast on the resolution by Mr. Riemelmoser or Mr. Darley and their 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 a valid proxy form; or

  • (b) 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 a valid proxy form to vote as the proxy decides.

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Annexure A – Summary of Convertible Note Terms

Annexure A – Summary of Convertible Note Terms
Issue Price $100 per Note.
Term Unless they are converted beforehand, Notes will mature 1 yearfrom the issue date.
Interest Rate Interest is payable on each Note and is calculated at 500 basispoints above the 90 day bank bill swap reference rate publishedin the Australian Financial Review on the first day of an interestperiod in respect of the previous day, or if that rate is notavailable or is not published on that date, the rate specified ingood faith by the Company.
Interest Payment Dates Interest accrues daily and is paid in arrears on each date fallingat intervals of 3 months commencing on the date being 3months after the issue date and with the final payment datebeing the date that the Notes are redeemed or repaid.
Conversion Notes may be converted into shares by the holder at any timebefore redemption.Ordinary shares issued on conversion ofNotes rank equally with other ordinary shares in the Companythen on issue.
Conversion Ratio Each Note is convertible into 400 Shares (equivalent to 25 centsper share), subject to certain adjustments in the event of bonusissues or a reconstruction of the Company's issued capital, suchthat holders of Notes will not receive a benefit that the holders ofordinary shares do not receive and vice versa.
Redemption Notes that have not been converted before the maturity date areredeemableat$100each.TheCompanymayredeemoutstanding Notes before the maturity date if there is a changeof control of the Company (as defined in the terms of issue ofthe Notes), or if within 6 months from the maturity date less than20% of the Notes remain outstanding.
Security The Notes are unsecured.

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