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MEDICAL DEVELOPMENTS INTERNATIONAL LIMITED AGM Information 2021

Sep 22, 2021

65387_rns_2021-09-22_6b5e1076-07f2-4aa5-bab8-679eb34cab0b.pdf

AGM Information

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NOTICE OF

EIGHTEENTH ANNUAL GENERAL MEETING

WHEN: Thursday 28[th] October 2021 at 4:00pm (AEDT)

WHERE: Virtual attendance only

Medical Developments International Limited ACN 106 340 667 4 Caribbean Dve, Scoresby, Victoria 3179

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MEDICAL DEVELOPMENTS INTERNATIONAL LIMITED ABN 14 106 340 667

NOTICE OF EIGHTEENTH ANNUAL GENERAL MEETING

Notice of Meeting

Notice is hereby given that the Annual General Meeting (AGM) of Medical Developments International Limited (the Company) will be held ‘Virtually’ on Thursday, 28 October 2021 at 4:00pm (AEDT).

Due to the latest developments in relation to coronavirus (COVID-19) and given the health and safety of our shareholders and employees being of paramount importance, it is again not feasible or advisable for shareholders to physically attend this year’s AGM.

We have again adopted measures to allow shareholders to participate in the AGM online this year. Specifically, the AGM will be made accessible to shareholders via an online platform which will include the facility for shareholders to ask questions in relation to the business of the meeting and to vote in real time at the meeting. These processes are set out in this notice of meeting.

The Directors of MVP encourage shareholders to participate in the meeting via the online platform. Whilst shareholders will be able to vote online during the meeting, shareholders are encouraged to lodge a proxy ahead of the meeting, even if they are participating online. If you are unable to attend, please lodge your vote online at www.investorvote.com.au.

As always, we invite shareholders to submit questions in advance of the meeting. Questions may be submitted via an online question when voting online at www.investorvote.com.au.

Ordinary Business

1. Financial Statements and Reports

To receive and consider the Financial Report, Directors’ Report and Auditor’s Report for the period ended 30 June 2021.

2. Remuneration Report

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

“That the Remuneration Report, required by section 300A of the Corporations Act, as contained in the Directors’ Report for the year ended 30 June 2021, is adopted.”

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

Note: A voting exclusion statement applies to this resolution. See Explanatory Notes on the Items of Business below.

3. Election of Directors

To consider, and if thought fit, to pass the following separate resolutions:

  • (a) “That Mr. Max Johnston, being a Director of the Company who retires in accordance with rule 12.4 of the Company’s Constitution, and, being eligible, is re-elected as a Director.”

  • (b) “That Mr. Gordon Naylor, being a Director of the Company who retires in accordance with Article 12.6 of the Company’s Constitution, and, being eligible, is elected as a Director.”

  • (c) “That Ms. Mary Sontrop, being a Director of the Company who retires in accordance with Article 12.6 of the Company’s Constitution, and, being eligible, is elected as a Director.”

  • (d) “That Mr. Richard Betts, being a Director of the Company who retires in accordance with Article 12.6 of the Company’s Constitution, and, being eligible, is elected as a Director.”

Medical Developments International Limited ACN 106 340 667 4 Caribbean Dve, Scoresby, Victoria 3179

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4. Allocation of 15,385 ordinary securities at $6.50 each, fully paid, to non-executive director, Christine Emmanuel

To consider and, if thought fit, to pass (without modification) the following resolution:

In accordance with ASX listing rule 10.11, the company allocates 15,385 ordinary securities at $6.50 each, to non-executive director Christine Emmanuel as part of the placement of ordinary securities to new and existing investors announced on 14 December 2020.

Note: A voting exclusion statement applies to this resolution. See Explanatory Notes on the Items of Business below.

By Order of the Board

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Mark Edwards Secretary 23 September 2021

Medical Developments International Limited ACN 106 340 667 4 Caribbean Dve, Scoresby, Victoria 3179

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Information for Shareholders

1. Entitlement to attend and vote

We strongly encourage that all shareholders plan to vote online by proxy and participate in the meeting using our online platform .

On a poll, subject to the Company’s Constitution, shareholders have 1 vote for every fully paid ordinary share held.

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) and the Company’s Constitution, the Directors have determined that the voting entitlements for the purposes of the Meeting will be based on the registered holdings as at 7.00pm (AEDT) on Tuesday, 26 October 2021. You may vote as a shareholder by attending the Meeting online, by proxy, attorney or authorized representative.

Shareholders also have the option to vote online at www.investorvote.com.au. You will need a specific six digit Control Number to vote online. This number is located on the front of your letter. ‘For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

Note - votes submitted through this site must be received by 4.00pm (AEDT) Tuesday 26 October 2021.

2. Entitlement to attend and vote

Each Shareholder has the right to appoint a proxy. A proxy need not be a Shareholder.

A proxy form and envelope have been enclosed for Shareholders with this Notice. If an additional proxy form is required, the Company’s share registry, Computershare Investor Services Pty Limited, will supply it on request (telephone: +61 3 9415 4000).

A Shareholder, who is entitled to cast 2 or more votes, may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no such proportion or number is specified, each proxy may exercise half of your votes. Fractions of votes will be disregarded.

Proxies given by corporate Shareholders must be executed in accordance with the constitutions or under the hand of a duly authorized officer or attorney.

To be effective, the Company must receive the completed proxy form and, if the form is signed by the Shareholder’s attorney, the authority under which the proxy form is signed (or a certified copy of the authority), at least 48 hours before the AGM:

  • at its share registry, Computershare Investor Services Pty Limited, GPO BOX 242, MELBOURNE VIC 3001, Australia or by facsimile on fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

Any revocations of proxies must be received at the share registry before the commencement of the Meeting.

For more information concerning the appointment of proxies, please refer to the reverse side of the enclosed proxy form.

3.

Participating Online

Shareholders can submit questions in relation to the business of the meeting, and vote on the resolutions in real time during the meeting via the Lumi online meeting application.

Shareholders participating in the meeting using the Lumi online platform will be able to vote between the commencement of the meeting and the closure of voting as announced by the Company Chair during the meeting.

By participating in the meeting online you will be able to:

  • view the meeting slides and hear the commentary;

  • submit questions at the appropriate time whilst the meeting is in

progress; and

  • vote during the meeting.

Medical Developments International Limited ACN 106 340 667 4 Caribbean Dve, Scoresby, Victoria 3179

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Instructions on how to log on to ask questions during the meeting are outlined below and available on MVP’s website. Note, only shareholders may ask questions online and only once they have been verified. It may not be possible to respond to all questions raised during the meeting. Shareholders are therefore encouraged to lodge questions prior to the AGM.

If you choose to participate in the meeting online, registration will open at 3.30pm (AEDT) on Thursday 28 October 2021.

To participate in the MVP meeting online, you can log in to the meeting in the following ways:

  • (a) from your computer, by entering the URL in your browser: https://web.lumiagm.com/392748520 ;

  • (b) from your mobile device by either entering the URL in your browser: https://web.lumiagm.com; or

Once you have selected one of the options above, shareholders will need the following information to participate in the AGM in real-time:

  1. The meeting ID for the MVP AGM, which is: 392-748-520 ;

  2. Your username, which is your SRN/HIN; and

  3. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the Online Meeting Guide (link below) for their password details. Assistance with online registration for the meeting will be open from 3:00pm (AEDT) by calling Computershare Investor Services on +61 3 9415 4024. Computershare Investor Services will also provide usernames and passwords to appointed proxy holders using this same telephone number.

4.

Custodian Voting

For intermediary online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions.

5.

How to participate in the AGM online

Shareholders can participate in the AGM online using one of the following methods:

  • (a) from their computer, by entering the URL in their browser: https://web.lumiagm.com/392748520 ;

  • (b) from their mobile device by either entering the URL in their browser: https://web.lumiagm.com ; or

The online platform will allow shareholders to view the meeting, vote and ask questions in real-time.

6. Voting Intentions

Subject to any voting restrictions and exclusions, the Company Chair intends to vote in favour of all resolutions on the agenda.

In respect of undirected proxies, subject to any voting restrictions and exclusions, the Company Chair intends to vote in favour of all resolutions on the agenda.

In relation to Item 2 (Adoption of Remuneration Report) if you have not marked the ‘For’, ‘Against’ or ‘Abstain’ boxes you will have expressly authorised the Company Chair of the Meeting to vote in favour of this resolution, even though this item is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. If you do not wish to give the Company Chair of the Meeting such a directed proxy, you should ensure that a box other than the ‘For’ box is clearly marked.

7.

Definitions

Words that are defined in the Glossary have the same meaning when used in this Notice unless the context requires, or the definitions in the Glossary provide, otherwise.

Medical Developments International Limited ACN 106 340 667 4 Caribbean Dve, Scoresby, Victoria 3179

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8. Recent Amendments

Amendments to the Corporations Act have been made which apply to proxy voting for this Meeting. Broadly, the changes mean that:

  • If proxy holders vote, they must cast all directed proxies as directed; and

  • Any directed proxies which are not voted will automatically default to the Company Chair of the Meeting, who must vote the proxies as directed.

Proxy vote if appointment specifies way to vote

Section 250BB of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

  • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

  • if the proxy has two or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

  • if the proxy is the Company Chair of the Meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

  • if the proxy is not the Company Chair of the Meeting – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that,

  • if an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members; and

  • the appointed proxy is not the Company Chair of the Meeting; and

  • at the meeting, a poll is duly demanded on the resolution; and

  • either the following applies:

  • the proxy is not recorded as attending the meeting; or

  • the proxy does not vote on the resolution,

the Company Chair of the Meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that meeting.

9. Technical difficulties

Technical difficulties may arise during the course of the AGM. The Company Chair has discretion as to whether and how the meeting should proceed in the event that any technical difficulty arises. In exercising his discretion, the Company Chair will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected.

Where he considers it appropriate, the Company Chair may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a proxy by 4.00pm (AEDT) on Tuesday 26 October 2021 even if they plan to attend online.

Medical Developments International Limited ACN 106 340 667 4 Caribbean Dve, Scoresby, Victoria 3179

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Explanatory Notes on the Items of Business

Item 1 - Financial Statements and Reports

Section 317 of the Corporations Act 2001 requires that the report of the Directors, the report of the Auditor and the Financial Statements of the Company be presented at the Annual General Meeting.

Neither the Corporations Act 2001 nor the Company’s Constitution requires a vote of shareholders at the AGM to adopt such reports. However, shareholders will be asked to receive and consider the reports and will be given the opportunity to raise questions with respect to these reports at the AGM.

Item 2 - Adoption of the Remuneration Report

Pursuant to section 250R of the Corporations Act, a resolution must be put to the Shareholders that the Remuneration Report be adopted. The vote on this resolution is advisory only and does not bind the Directors or the Company. The Board will, however take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

The Remuneration Report set out on pages 25 to 32 of the Company’s 2021 Annual Report:

  • explains the Board’s policies in relation to the nature and level of remuneration paid to Directors and the key management personnel of the Company;

  • discusses the link between the Board’s remuneration policies and the Company’s performance;

  • provides a summary of performance conditions applicable to the Directors and the key management personnel of the Company, explaining why they were chosen and how performance is measured against them;

  • sets out remuneration details for each Director, the key executives of the Company; and

  • makes clear that the basis of remunerating non-executive Directors is distinct from the basis for remunerating executives, including the Chief Executive Officer.

A reasonable opportunity will be provided to the members as a whole to ask questions about or make comments on the Remuneration Report at the Meeting.

Pursuant to section 250R of the Corporations Act, a resolution must be put to the Shareholders that the Remuneration Report be adopted.

Noting each Director has a personal interest in their remuneration from the Company, as described in the Remuneration Report, the Board unanimously recommends that the Shareholders vote in favour of adopting the Remuneration Report.

Voting Exclusion Statement

In accordance with Section 250R(4) of the Corporations Act, the Company will disregard any votes cast in respect of the resolution in item 2 by:

  • (a) A member of the key management personnel (KMP), details of whose remuneration are included in the remuneration report, or

  • (b) A closely related party of such a member.

Medical Developments International Limited ACN 106 340 667 4 Caribbean Dve, Scoresby, Victoria 3179

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However, the Company need not disregard a vote in respect of the resolution in Item 2 if it is cast by a person as proxy appointed by writing that directs the proxy how to vote on Item 2, and the vote is not cast on behalf of a member of the KMP, details of whose remuneration are included in the remuneration report or a closely related party of such a member.

If you are a member of the KMP or a Closely Related Party (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

Please note that persons referred to in paragraph (a) and (b) above, cannot vote on Item 2 as proxy, unless given voting directions on the proxy form. Please direct your proxy how to vote by crossing the ‘For’, ‘Against’ or ‘Abstain’ box for Item 2 on the proxy form. In respect to the Company Chair of the meeting, if you have not marked the ‘For’, ‘Against’ or ‘Abstain’ box you will have expressly authorised the Company Chair of the Meeting to vote in favour of this resolution, even though this item is connected directly or indirectly with the remuneration of a member of the KMP.

Item 3(a) – Election of Director

The Company’s Constitution (rule 12.4) requires that one third of the Directors, excluding the Managing Director, (or if that number is not 3 or a multiple of 3, then the number nearest one third) retire at each AGM. The Company’s Constitution (rule 12.4) also provides that each Director who has been in office for 3 years or more since that Director’s election or last re-election retires at the AGM.

Mr. Max Johnston retires pursuant to rule 12.4, and being eligible, offers himself for re-election.

Item 3(b) – Election of Director

The Company’s Constitution (article 12.6) requires that any Director appointed to fill a casual vacancy retire at the next AGM. Mr Gordon Naylor was appointed to a casual vacancy on 14 October 2020. Mr Naylor retires pursuant to article 12.6, and being eligible, offers himself for election.

Item 3(c) – Election of Director

The Company’s Constitution (article 12.6) requires that any Director appointed to fill a casual vacancy retire at the next AGM. Ms Mary Sontrop was appointed to a casual vacancy on 5 March 2021. Ms Sontrop retires pursuant to article 12.6, and being eligible, offers herself for election.

Item 3(d) – Election of Director

The Company’s Constitution (article 12.6) requires that any Director appointed to fill a casual vacancy retire at the next AGM. Mr Richard Betts was appointed to a casual vacancy on 11 May 2021. Mr Betts retires pursuant to article 12.6, and being eligible, offers himself for election.

The Board unanimously recommends that the Shareholders vote in favour of Items 3a, 3b, 3c and 3d.

Item 4 – Allocation of 15,385 placement ordinary securities at $6.50 each, fully paid, to non-executive director, Christine Emmanuel

MVP is proposing to allocate 15,385 ordinary securities to non-executive director, Christine Emmanuel at $6.50 each (the “Issue”). When MVP announced its capital raise by way of placement to new and existing investors on 14 December 2020, a portion of the placement allotment was set aside to enable non-executive director, Christine Emmanuel, to participate, subject to the approval of shareholders at the Company’s 2021 Annual General Meeting.

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue equity securities to a related party, which Ms Emmanuel is for the purposes of Listing Rule 10.11.1, unless it obtains the approval of its shareholders.

The proposed issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of MVP’s shareholders under Listing Rule 10.11.

Medical Developments International Limited ACN 106 340 667 4 Caribbean Dve, Scoresby, Victoria 3179

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Resolution 4 seeks the required shareholder approval to the issue under and for the purposes of Listing Rule 10.11.

If resolution 4 is passed, MVP will be able to proceed with the Issue of the securities to Ms Emmanuel within 30 days of the AGM. Consistent with when the placement was announced in December 2020, the funds relating to resolution 4 will be primarily used to:

  • Accelerate Penthrox EU commercial expansion through operational investments in the EU and Australia;

  • Completion of clinical studies; and

  • General corporate purposes.

If approval for the proposed Issue is not granted, then no placement allocation to Ms Emmanuel will occur.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of resolution 4 by any person who may participate in the proposed issue as specified below and any person who may obtain a material benefit, except solely in the capacity as a holder of ordinary securities, if the resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • the chair of the meeting as proxy or attorney for a person entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides;

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Accordingly, the following persons and their associates will have any votes cast in favour of the resolution disregarded – Christine Emmanuel.

Given this resolution involves the allocation of shares in the Company to a Director (related party), the Board have decided to abstain from making a recommendation to Shareholders in relation to Item 4.

Medical Developments International Limited ACN 106 340 667 4 Caribbean Dve, Scoresby, Victoria 3179

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Glossary

In this Notice and Explanatory Memorandum:

Annual General Meeting means the annual general meeting of the Company to be held on Thursday, 28 October 2021 at 4:00pm (AEDT) as a ‘virtual’ meeting only.

ASX means ASX Limited ACN 106 340 667, or, as the context requires, the financial market operated by it;

ASX Listing Rules means the listing rules of the ASX;

Board means the board of Directors of the Company;

Closely Related Party means, in relation to a member of a KMP, any of the following:

  • A spouse, child or dependant of the member;

  • A child or dependant of the member’s spouse;

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

  • A company in the member controls;

Company means Medical Developments International Limited ACN 106 340 667;

Corporations Act means Corporations Act 2001 ;

Directors mean the directors of the Company and Director means any of them;

Explanatory Memorandum means the explanatory memorandum that accompanies, and is incorporated as part of, this Notice;

FY means financial year, being a year ending 30 June;

Glossary means this glossary ;

KMP means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or indirectly. Members of key management personnel include its directors and certain senior executives;

Meeting means the annual general meeting and the explanatory notes;

Resolution means a resolution set out in the Notice of Meeting;

Share means a fully paid ordinary share in the Company; and

Shareholder means a holder of at least one Share.

Medical Developments International Limited ACN 106 340 667 4 Caribbean Dve, Scoresby, Victoria 3179

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Need assistance?

Phone:

ABN 14 106 340 667

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 4:00pm (AEDT) on Tuesday, 26 October 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

Online:

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 or abstain as they choose (to the extent permitted by law). 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.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 185654 SRN/HIN: I9999999999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

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.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001

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.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Medical Developments International Limited hereby appoint the Company OR Chair

XX

PLEASE NOTE: Leave this box blank if you have selected the Company Chair. 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 Company Chair 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Medical Developments International Limited to be held as a virtual meeting on Thursday, 28 October 2021 at 4:00pm (AEDT) and at any adjournment or postponement of that meeting. Company Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Company Chair as my/our proxy (or the Company Chair becomes my/our proxy by default), I/we expressly authorise the Company Chair to exercise my/our proxy on Item 2 (except where I/we have indicated a different voting intention in step 2) even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Company Chair.

Important Note: If the Company Chair is (or becomes) your proxy you can direct the Company Chair to vote for or against or abstain from voting on Item 2 by marking the appropriate box in step 2.

Step 2
Items of Business
PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
For
Against Abstain
Item 2
Remuneration Report
Item 3(a)
Re-election of Mr. Max Johnston as a Director
Item 3(b)
Election of Mr. Gordon Naylor as a Director
Item 3(c)
Election of Ms. Mary Sontrop as a Director
Item 3(d)
Election of Mr. Richard Betts as a Director
Item 4
Allocation of 15,385 ordinary securities at $6.50 each, fully paid, to non-executive director, Christine
Emmanuel

For Against Abstain

The Company Chair intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Company Chair may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s) Signature of Securityholder(s) This section must be completed. This section must be completed. This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details
(Optional)
By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically

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