MYECO GROUP LTD — Capital/Financing Update 2012

Nov 25, 2012

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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED DATE: 26 November 2012

DESPATCH OF SPP DOCUMENTATION

Further to earlier announcements regarding the SPP offer to existing shareholders, the SPP documentation containing letter, SPP terms and conditions and Application Form will be dispatched today to shareholders who held Cardia shares as at 20 November 2012.

A copy of the SPP Documentation is attached.

Rekha Bhambhani Company Secretary

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26 November 2012

Dear Shareholder,

Share Purchase Plan (SPP)

On behalf of the Board, I am p l eased to offer you the opportunity to subscribe for shares in Cardia Bioplastics Limited (ASX : CNN) t hrough the introduction of a Share Purchase Pla n .

Proceeds raised through the SP P will be applied for general working capital purpo s es.

Under the SPP you can sub s cribe up to A$15,000 worth of new shares i n Cardia Bioplastics Limited.New Shares acquired under the SPP will be free of brokerage, c o mmissions or other transaction costs.

The price at which the new sha r es will be issued under the SPP will be A$0.00 2 , which represents a 17% discount to the average m a rket price over last 5 trading days prior to the d a y on which the SPP was announced (i e. 21 November 2012 ).

You are entitled to participate in the SPP if you are an eligible Australian or New Zealand shareholder who held shares on the record d a te of 20 November 2012 .

Full details of the SPP,includin g key dates ,are set out in the enclosed SPP T e rms and Conditions. Before making any decision o n whether to participate in the SPP,you should read the terms and conditions carefully, including th e Application Form and seek your own investmen t or other professional advice.

Yours Sincerely,

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Pat Volpe Chairman

SHARE PURCHASE PLAN –TERMS AND CONDITIONS

Eligible Shareholders have the opportunity to particiapte in the Share Purchase Plan (SPP) by subscribing for up to $15,000 of new fully paid ordinary shares (New Shares) in Cardia Bioplastics Limited (“Cardia” or ‘the Company”) without incurring brokerage,commissions or other transaction costs.

All New Shares issued under the SPP will rank equally with existing fully paid ordinary shares from the date of issue and will carry the same voting rights, dividend rights and other entitlements as existing fully paid ordinary shares.

intended to influence whether or not to particiapte in the SPP.

If you apply to participate in the SPP by completing and returning the Application form or making a BPay® payment ,you are accepting the risk that the market price of Cardia Shares may change between the date of this offer,the date on which you send in an Application form or make a BPay® payment and the Alllotment Date. This means that it is possible that upto or after the Allotment Date, you may be able to buy shares at a lower price than the Issue price.

SPP KEY DATES
Announcement Date Date when SPP was announced	21 November 2012
Record Date Date for determination of Eligible Shareholders	20 November 2012 7.00pm (AEST)
Opening Date Opening date for receipt of acceptances	26 November 2012
Closing Date Closing date for acceptances to be received by Cardia	13 December 2012 5.00pm (AEST)
Disptach Date Dispatch of Holding Statements	19 December 2012

Cardia encourages you to seek your own professional advice regarding your participation in the SPP.Investments in Cardia are subject to investment risk.Cardia does not guarantee any particular rate of return or the performance of Cardia, nor does it guarantee the repayment of capital from Cardia.

This document is not a prospectus, and has not been lodged with ASIC. The issue of a prospectus is not required for the purpose of the SPP. This document does not contain the types of disclosures required to be contained in a prospectus.You must rely on your own knowledge of Cardia, previous disclosures made by the Company and, if necessary ,consult your professional adviser when deciding whether or not to participate in the SPP.

Cardia may vary any of the above dates at its discretion (even if the SPP has opened ,or if BPAY payment or Application Forms have been received) by lodging a revised timetable with ASX.

IMPORTANT NOTICES

The Offer to participate in Share purchase plan is not recommendation to acquire shares.If you are in any doubt about whether you should participate in this SPP,you should consider obtaining professional and/or taxation advice to assist you (taking into account your own financial situation,needs and objectives). Nothing in these Terms and Conditions, the Application form or any other accompanying document constitutes investment or financial product advice or is

This document does not constitute an offer of securities for sale in the United States or to “U.S.persons”(as defined in Regulations under the U.S. Securities Act) (U.S. Person) and may not be sent or disseminated in,directly or indirectly, the United States or to any U.S.Person in any place.New Shares have not been and will not be registered under the U.S.Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state of the United States and may not be offered ,sold or otherwise transferred in the United States or to, for the account or benefit of, any U.S.Person except in compliance with the registration requirements of the U.S.Securities Act and any other applicable state securities laws or pursuant to an exemption from the registration

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requirements of the U.S. Securities Act and applicable state securities laws.

ELIGIBILE SHAREHOLDER

You are eligible to participate in the SPP (an Eligible Shareholder) if you were a registered holder of fully paid ordinary at 7pm (AEST) on 20 November 2012 (the Record Date), with an address on the share register in Australia or New Zealand (as shown on Cardia’s share register) unless :

• a) you hold Cardia Shares on behalf of another person who resides outside Australia or New Zealand in which case you will not be eligible to participate in respect of Cardia Shares of that person; or

• b) you are, or acting for the account or benefit of , a US Person as defined in Regulation S under the US Securities Act of 1933 (US Securities Act), as amended (a US person).

The Offer is being made to New Zealand shareholders in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002.

Cardia has determined that it is not practical for holders of fully paid ordinary shares with addresses on the share register outside Australia or NewZeland jurisdictions to participate in the SPP.

PARTICIPATION BY ELIGIBLE SHAREHOLDERS

The following rules apply to participation by Eligible Shareholders in the SPP.

Single Holders- If you are the registered holder of a holding of fully paid ordinary shares, but you receive more than one offer under the SPP (for example,due to multiple registered holdings), you may only apply for up to a maximum amount of A$15,000 of New Shares.

Joint Holders- If you are recorded with one or more other persons as the joint holder of a holding of fully paid ordinary shares ,that joint holding is considered to be a single registered holding for the purpose of the SPP.Joint holders are only entitled

to participate in the SPP in respect of that single holding.If the same joint holders receive more than one offer under the SPP due to multiple identical holdings,the joint holders may only apply for one maximum amount of $15,000 of New Shares.

Custodians,Trustees and Nominees- If you are expressly noted on Cardia’s share register as a custodian,trustee or nominee within the definition of ‘custodian' in Australian Securities and Investments Commission (ASIC) Class Order CO 09/425 (Custodian), you may apply for up to a maximum $15,000 worth of shares for each person or persons on whose behalf you or a downstream custodian hold shares (each Participating Beneficiary) (but joint holders are taken to be a single holder). This is subject to you providing Cardia with notice in writing in which you certify to us the matters required by condition 9 of ASIC Class Order 09/425 (Custodian Certificate).

A Beneficiary is a person for whom a Custodian (being an Eligible Shareholder) held fully paid ordinary shares on behalf of the person on the Record Date and who is not ,or is not acting for the account or benefit of a US person.

If you hold shares as a trustee or nominee for another person, but are not a Custodian within the definition of ASIC Class Order 09/425, you cannot participate for beneficiaries in the manner described above. In this case, the rules for mutliple single holdings outlined above applies.

Custodians wishing to participate on behalf of one or more beneficiaries should contact the Company’s share registryAdvanced Share Registry on +61 8 9389 8033 to obtain further information on how to apply and the form of custodian certificate to be given to Cardia. HOW TO APPLY FOR NEW SHARES UNDER THE SPP

The SPP offer opens on 26 November 2012 .Under the SPP, you may apply for New Shares in $500 increments from a minimum of $1000 upto a maximum of $15,000 (subject to scale back described further below).

If you would like to apply for New Shares under the SPP,you can either:

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• complete the enclosed Application Form and return it together with your cheque ,bank draft or money order made payable to “Cardia Bioplastics Share Subscription Account” drawn on an Australian bank and in Australian dollars for the correct amount to following address of the Company’s share registry:

By Mail : Advanced Share Registry Ltd P O Box 1156 Nedlands WA 6909

InPerson: Advanced Share Registry Ltd 150 Stirling Highway Nedlands WA 6009

• for shareholders with an Australian bank account,make a BPAY payment on the internet or by telephone by using the personalised customer reference number shown on your Application Form which is required to identify your holding. If you make your payment using BPAY you do not need to return your Application Form, but are taken to make the certifications and respresenattions descibed in this booklet.

Applications with payments must be received by 5 pm (AEST) on 13 December 2012. Applications received after that time will not be accepted.

Applications may only be made for parcels of New Shares in $500 increments from a minimum $1,000 upto a maximum of $15,000.If the amount of the cheque, bank draft or money order tendered with your Application Form or your BPAY payment is :  less than $1,000- Cardia will not allot any New Shares to you and will refund your application money to you;

• greater than $15,000subject to scale back,Cardia will allot the maximum number of New Shares to you in relation to $15,000 and

will refund the excess application money to you;or

• for an amount between $1,000 and $15,000 that is not a multiple of $500 –subject to scale back,Cardia will allot to you the number of New Shares that would have been allotted had you applied for a multiple of $500 that is nearest to but less than the amount of your cheque,money order or BPAY payment, and will refund the excess application money to you.

Cardia will refund application monies received from ineligible shareholders, subject to compliance with its legal obligations.

If your cheque does not clear ,your application will not be accepted and you agree to be responsible for any dishonour fees or other costs incurred.If your cheque is dishounured, it will not be represented.

If your Application Form is incomplete,contains errors or is otherwise invalid or defective,Cardia may, in its sole discretion,accept,reject , correct or amend your application money, or take any combination of these actions.Any refund will be paid to you shortly after the close of the SPP.No interest will be paid to applicants on any refunded money.

Applications and payments under the SPP may not be withdrawn once they have been received by Cardia. Application money will not bear interest as against Cardia under any circumstances.Please read the enclosed Application Form for further details of how to apply for New Shares under the SPP.

PARTICIPATION IS OPTIONAL

Participation in the SPP is entirely optional (subject to the eligibility criteria set out in this booklet).The Offer to acquire New Shares is not a recommendation. If you are in any doubt about the SPP or how participation will affect you,you should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept this offer. Cardia also

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recommends that you monitor Cardia share price and any Cardia ASX announcements,which can be found on Cardia’s website at cardiabioplastics.com or on the Australian Securities Exchange (ASX) website at asx.com.au (ASX code : CNN)

LIMITATION ON APPLICATIONS

Under the SPP,you may apply for a parcel of New Shares in A$500 increments from a minimum of A$1,000 up to a maximum of A$15,000.The Offer under the SPP needs to comply with the relief issued by the Australian Securities and Investments Commission (ASIC). Under that relief, Eligible Shareholders may only acquire up to a maximum of $15,000 of New Shares under a share purchase plan or similar plan in any 12 month period (except in certain circumstances as described in “Participation by Eligible Shareholders” above).

In the event of a scale back the difference between the application monies received ,and the number of New Shares allocated to you multiplied by the issue price, will be refunded to you (as described below),without interest payable to you, as soon as practicable following allotment.

HOW WILL APPLICATION MONIES BE REFUNDED

Any application monies refunded by Cardia will be paid by cheque or direct credit (the payment method will be determined by Cardia at its absolute discretion) in Australian currency.By applying for New Shares, each shareholder authorises Cardia to pay any monies to be refunded by using the payment instructions of the shareholder recorded in the Company’s Share Registry’s records if Cardia should elect to pay in this manner.

ISSUE PRICE

This limitation applies even if you receive more than one Application Form or if you hold Cardia Shares in more than one capacity –e.g if you are both a single and joint holder of Cardia Shares,as set out on page 2 of this booklet.The $15,000 limit applies irrespective of the number of fully paid ordinary shares you hold on the Record Date.

The price per New Share issued under the SPP will be $0.002 each.

The issue price represents a 17% discount to the average market price over last 5 trading days prior to the day on which the SPP was announced.

UNDERWRITING

SCALEBACK

Cardia reserves absolute discretion regarding the amount to be raised under the SPP, including the right to scaleback applications.

If there is a scaleback, you may not receive the full parcel of shares for which you have applied.If a scaleback produces a fractional number of New Shares when applied to your parcel,the number of New Shares you will be allocated will be rounded up to the nearest whole number of New Shares.

If there is a scale back, Cardia may ,at its absolute discretion, determine to apply the scale back to the extent and in the manner that it seems fit.Please note that under the ASX Listing Rules there is an upper limit on the number of shares which may be issued under an SPP without prior shareholder approval, which represents 30% (470,117,369 shares) of the issued capital of Cardia currently on issue.

The SPP is not underwritten.

CERTIFICATIONS,ACKNOWLEDMENTS, REPRSENTATIONS & AUTHORISATIONS

By completing and submitting the Application Form (together with a cheque, bank draft or money order) or making a BPAY payment:

• you certify that the aggregrate of the application price paid by you for:

• the New Shares the subject of your Application Form or BPAY payment ; and

• any other New Shares applied for by you under the SPP or any similar share purchase plan arrangement operated by Cardia in the 12 months prior to the date of lodgement of the

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Application Form or BPAY payment (Cardia has not conducted a share purchase plan or similar plan in the prior 12 months),

does not exceed $15,000,unless you are applying as a Custodian for one or more Beneficairies;

• you represent that you are an Eligible Shareholder;

• you authorise Cardia to correct minor errors in your Application Form and to complete the Application Form by inserting any missing minor detail;

• you acknowledge that Cardia may determine that your Application Form is valid, in accordance with these Terms and Conditions,even if the Application Form is incomplete, contains errors or is otherwise defective;

• you accept the risk associated with any refund that may be sent to your address or to your nominated bank account as shown on Cardia’s share register;

• you are responsible for any dishonour fees or other costs Cardia may incur in presenting a cheque for payment that is dishonoured;

• you acknowledge that no interest will be paid on any application monies paid in connection with the SPP and that are held pending the allotment of the New Shares or subsequently refunded to you for any reason;

• you acknowledge that no interest will be paid on any application monies paid in connection with the SPP and that are held pending the allotment of the New Shares or subsequently refunded to you for any reason;

• you acknowledge that you have been provided with investment advice or financial product advice by Cardia or Cardia’s share registry and that neither of them has any obligation to provide this advice in realtion to your consideration as to whether or not to participate in, or the extent of such participation in the SPP;

• you acknowledge that Cardia is not liable for any exercise of its discretions referred to in these Terms and Conditions;

• you irrevocably and unconditionally agree to these Terms and Conditions and agree not to

• do any act or thing which would be contrary to the spirit,intention or purpose of the SPP;

• you acknowledge that the New Shares have not,and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Shares may not be offered,sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities laws;

• you agree not to send any materials relating to the SPP to any person in the United States that is,or is acting for the account or benefit of a US person;

• you represent that you are in compliance with all relevant laws and regulations(including, without limitation, section 1043A of the Corporations Act(insider trading) and laws and regulations designed to restrict terrorism financing and/or money laundering ); and

• you represent that you are not a “designated person” or “designated entity”(or other like term) for the purpose of any domestic or international law or regulation implementing United Nations sanctions.

Cardia reserves the right to reject any application for New Shares under the SPP(in whole or in part),including where it considers that the application (whether alone or in conjunction with other applications) does not comply with these or any legal requirements.

Custodians wishing to apply on behalf of more than one Beneficiary should contact the Company Secretary or Advanced Share Registry for more details.

CALCULATION OF THE NUMBER OF NEW SHARES TO BE ISSUED TO YOU

If you apply for Shares under the SPP you will apply for a certain Parcel value rather than a certain number of Shares . Subject to these Terms and Conditions,the number of Shares you are allocated will be determined by:

• a) If there is no scaleback applied to your allotment ,dividing the value of the Parcel of

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• Shares you have applied and paid for , by the Issue Price; or

• b) If there is a scaleback applied to your allotment,the Scaled back amount of your Parcel divided by the Issue Price.

If the calculation above produces a fractional number,the number of Shares you will be allotted will be rounded up to the nearest whole number.

ALLOTMENT AND QUOTATION DATES

New Shares are expected to be allotted under the SPP on 18 December 2012 and Cardia expects to apply for those New Shares to be listed for quotation on ASX on 18 December 2012.

Cardia expects to dispatch a holding statement or confirmation advice in respect of the New Shares allotted to you under the SPP on 19 December 2012. You should confirm your holding before trading in any New Shares you before trading in any New Shares you believe have been allotted to you under the SPP.

ADDITIONAL INFORMATION

The Offer to purchase New Shares under the SPP is non-renounceable.This means that you cannot transfer your right to acquire New Shares under the SPP to anyone else.

No brokerage is payable by you in respect of the issue of New Shares under the SPP.

The Offer of securities under the SPP is made in accordance with ASIC Class Order 09/425, which grants relief from the requirement to prepare a prospectus for the offer of New Shares under the SPP.

Cardia reserves the right to waive strict compliance with any provision of the Terms and Conditions of the SPP and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all Eligible Shareholders even where Cardia does not notify you of that event.Cardia may make determinations in any manner it thinks fit, including in relation to any difficulties ,anomalies or disputes which may arise in connection with or by reason of the operation of the SPP ,whether generally or in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP,whether generally or in relation to any participant or application.

Any determination by Cardia will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates.Cardia’s right may be exercised by the Board of Cardia or any delegate of the Board.

All amounts are in Australian Dollars, unless otherwise stated.

The Offer is governed by the law in force in Victoria, Australia and are to be interpreted in accordance with their spirit, intention and purpose.

QUESTIONS

If you have any questions about this SPP Offer, please call:

The Company Secretary ,Cardia Bioplastics Limited on +613 95620122 or Advanced Share Registry on +61 8 93898033.

By accepting the offer to purchase New Shares under the SPP,you agree to be bound by the Terms and Conditions in this booklet and Cardia’s Constitution.

Once submitted ,applications for New Shares under the SPP cannot be withdrawn or altered.

The entitlement to participate in the SPP is in respect of fully paid ordinary shares only.

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CARDIA BIOPLASTICS LIMITED ACN 064755237

Share Purchase Plan Application Form

Step 1: Registration Name & Offer Details

Registration Name: xxxxxxxxxxxxx xxxxxxxxxxxxx xxxxxxxxxxxxx HIN/SRN No : xxxxxxxxx

Offer Details : Record date : 20 November 2012 Offer Closing date: 5.00 pm (AEST), 13 December 2012. Minimum value available to purchase: A$1,000 Maximum value available to purchase: A$15,000

Step 2: Make your Payment

Pay by Mail Make your cheque, money order or bank draft payable to Cardia Bioplastics Share Subscription Account.

Biller Code : 212969 Return your cheque with this Application form to: Ref No : xxxxxxxxx By Mail : Advanced Share Registry Ltd P O Box 1156 Contact your financial institution to make your payment from Nedlands WA 6909 your cheque or savings account In Person: Advanced Share Registry Ltd 150 Stirling Highway Nedlands WA 6009

Privacy Statement

Personal information is collected on this form by Advanced Share Registry Limited (“ASW”) as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by ASW,or you would like to correct information that is inaccurate, incorrect or out of date, please contact ASW.

Purchase Details for Cardia Bioplastics Limited

A$1,000 worth of A$5,000 worth of A$7,500 worth of securities OR securities OR securities A$10,000 worth of A$12,500 worth of A$15,000 worth of securities OR securities OR securities OR other amount between A$1,000 and A$15,000 in A$500 increments A$

Payment must be received by 5.00pm (AEST) 13 December 2012.

Contact Details

Contact Name ____ Daytime Telephone___

Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque	Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque	Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque	Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque	Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque
				A$

Instructions to Share Purchase Plan Application Form

Your payment must be received by 5.00pm (AEST) Thursday 13 December 2012.

This is an important document that requires your immediate attention.

It can only be used in relation to the securityholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

Custodians should not use this form to apply for multiple parcels of shares on behalf of distinct beneficiaries . To apply for Shares on behalf of distinct beneficiaries, custodians must obtain a separate custodian certificate/form from the Company’s share registry- Advanced Share Registry Services Ltd .(ASW)

By making payment you agree to be bound by the Constitution of Cardia and that the submission of this payment constitutes an irrevocable offer by you to subscribe for Cardia securities on the terms and conditions of the Share Purchase Plan (SPP).

In addition, by submitting this Application form or making your payment via BPay, you certify that the aggregate of the application price paid by you for:

• the securities the subject of this Application form or the BPay payment; and

• any other securities and interests in the class applied for by you under the SPP or any similar arrangement in the 12 months prior to the date of submission of this Application form or the making your payment via BPay, does not exceed A$15,000.

Cardia may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SPP whether generally or in relation to any participant or application.

Any determinations by Cardia will be conclusive and binding on all eligible securityholders and other persons to whom the determination relates. Cardia reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, suspension or termination will be binding on all eligible securityholders even where Cardia does not notify you of that event.

Step 1 : Registration Name

Please check the details provided and update your address with Advanced Share Registry if any of the details are incorrect.

Step 2 : Make Your Payment

Note that securities may be purchased in increments of A$500 subject to purchase of the minimum value and not exceeding the maximum value. Note that the amount chosen may be subject to scaleback in accordance with the terms of the SPP.

Choose one of the payment methods shown below.

BPAY ®: See overleaf. If you pay via BPay, you do not need to return this Application Form.

By Mail: Complete this Application Form and return with your payment. Make your cheque or bank draft payable in Australian dollars to Cardia Bioplastics Share Subscription Account. Cash is not accepted.

Payment will be processed on the day of receipt. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

If you have any enquiries concerning this Application Form or your entitlement, please contact ASW on (61 8) 9389 8033.