MYECO GROUP LTD — Proxy Solicitation & Information Statement 2009

Jun 3, 2009

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ACN 064 755 237

TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

DATE: 4[th] June 2009

NOTICE OF GENERAL MEETING

The Notice of General Meeting of members of Cardia Technologies Limited, together with the Explanatory Memorandum and Proxy Form, will be despatched to members today.

The General Meeting will be held at 9.30am on 7[th] July 2009 at Suite 5.09, Level 5, Pacific Tower, 737 Burwood Road, Hawthorn, Victoria.

A copy of the Notice of General Meeting and accompanying documents is attached.

Pat Volpe Chairman

CARDIA TECHNOLOGIES LTD

REGISTERED OFFICE Suite 5.10, Level 5, 737 Burwood Rd, Hawthorn, Victoria Australia 3122 Telephone +61 3 9813 3228 Email: cardia@bigpond.com

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ACN 064 755 237

NOTICE OF GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

Date of Meeting Tuesday 7 July 2009

Time of Meeting 9.30am AEST

Place of Meeting Suite 5.09, Level 5 Pacific Tower 737 Burwood Road Hawthorn, Victoria 3122

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ACN 064 755 237

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT A GENERAL MEETING OF SHAREHOLDERS OF CARDIA TECHNOLOGIES LIMITED (ACN 064 755 237) (“COMPANY”) WILL BE HELD AT SUITE 5.09, LEVEL 5, PACIFIC TOWER, 737 BURWOOD ROAD, HAWTHORN, VICTORIA 3122 ON TUESDAY 7 JULY 2009 AT 9.30AM (AEST).

An Explanatory Memorandum containing information in relation to the resolutions to be put to the meeting accompanies this Notice of General Meeting.

AGENDA

ORDINARY BUSINESS

1. Ratification of previous issue

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

“That for the purpose of Rules 7.4 and 7.5 of the Listing Rules of the Australian Securities Exchange the issue on 26 May 2009 of 80,000,000 ordinary shares to excluded offerees within the meaning of the Corporations Act 2001 and who are clients of BGF Equities Pty Ltd with such shares having been placed at an issue price of $0.027 (2.7 cents) per share be ratified and approved.”

Voting Exclusion Statement: Allottees of Shares

The Company will disregard any votes cast on the resolution by any allottee to whom the shares were placed and any associate thereof within the meaning of the Corporations Act 2001. However, the Company will not disregard a vote if:

• (a) it is cast by any such person or any of its associates as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (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 the proxy form to vote as the proxy decides.

• Change of Company Name

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

“That pursuant to Section 157(1) of the Corporations Act and for all other purposes, the Company change its name from Cardia Technologies Limited to Cardia Bioplastics Limited.”

3. Change to Directors remuneration

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

“That for the purpose of Rule 10.17 of the Listing Rules of the Australian Securities Exchange and until and unless otherwise resolved by the Company at a General Meeting the maximum level of Directors fees (disregarding salary and other benefits payable to executive Directors by the terms of their engagement) be increased from $180,000 to $220,000 (inclusive of superannuation and other entitlements) for the year ending 30 June 2009 and each subsequent year with such fees to be divided amongst the Directors as determined by and agreed between them, or in default of agreement, equally.”

Voting Exclusion Statement: Directors

The Company will disregard any votes cast on the resolution by the Directors and any associates of the Directors or such related party. However, the Company will not disregard a vote if:

• (a) it is cast by any such person and any its associates as proxy for a person who is entitled to vote, in accordance with the directions on the 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 the proxy form to vote as the proxy decides.

4.

Issue of shares to Dr Frank Glatz

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

“That,for the purpose of Rule 10.11 of the Listing Rules of the Australian Securities Exchange and in accordance with the terms of Dr Frank Glatz’s contract of employment Dr Glatz (or his nominee) be issued 6 million ordinary shares in the capital of the Company at an issue price of $0.025 (2.5 cents) per share (an aggregate issue price of $150,000) in part satisfaction or payment of a signon fee (2 million) and Dr Glatz’s salary for the 12 months period ending April 2010 (4 million), with such shares to be free from restriction and freely tradeable with effect from the date of issue.”

Voting Exclusion Statement: Dr Glatz

The Company will disregard any votes cast on the resolution by Dr Glatz or any associate of, Dr Glatz. However, the Company will not disregard a vote if:

• (a) it is cast by any such person and any its associates as proxy for a person who is entitled to vote, in accordance with the directions on the 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 the proxy form to vote as the proxy decides.

5.

Issue of shares to Biograde employees

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

“That,for the purpose of Rule 7.1 of the Listing Rules of the Australian Securities Exchange and in accordance with the terms of their respective contracts of employment a total of 1,500,000 fully paid shares in the capital of the Company be issued and allotted to the following employees of Biograde Limited (or their respective nominees) with each such share to be issued at a price of $0.05 (5 cents) per share (being an aggregate issue price of $75,000) as follows:

• i) 300,000 ordinary shares to be issued and allotted to Alex Fernando, Chief Operating Officer for Biograde Limited in Australia;

• ii) 800,000 ordinary shares to be issued and allotted to Markus Leufgens, Technical Manager for Biograde Limited in Australia;

• iii)200,000 ordinary shares to be issued and allotted to, Martin Kapsa, Business Development Manager for Biograde Limited for Europe;

• iv)200,000 ordinary shares to be issued and allotted to James Beck, Business Development Manager for Biograde Limited for the United States of America;

with such shares to be free from restriction and freely tradeable with effect from the date of issue.”

Voting Exclusion Statement: Employees

The Company will disregard any votes cast on the resolution by any the persons named in the resolution and any associate of any of them. However, the Company will not disregard a vote if:

• (a) it is cast by any such person or any its associates as proxy for a person who is entitled to vote, in accordance with the directions on the 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 the proxy form to vote as the proxy decides.

Members should read the attached Explanatory Memorandum carefully before deciding how to vote on each of the resolutions set out above.

By Order of the Board of Cardia Technologies Limited

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John Wilson Company Secretary Dated: 26 May 2009

NOTES: Voting and Instructions for Appointment of Proxy

1. In accordance with the Corporations Act 2001 the Directors have determined that the shares of the Company that are quoted on the Australian Securities Exchange as at 7.00pm on 3[rd] July 2009, will be taken, for the purposes of the General Meeting, to be held by the persons who held them at that time. Accordingly, those persons will be entitled to attend and vote at the meeting.

2. A Member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on his behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Member’s voting rights. If the Member does not specify the proportion of votes the proxy may exercise, then each proxy will be taken to exercise one half of the votes held and subject to the proxy with fractional entitlements to votes being disregarded.

3. A proxy duly appointed need not be a Member of the Company. In the case of joint holders all must sign.

4. A form of proxy accompanies this Notice and, to be effective, the form and any document necessary to show the validity of the form of proxy must be lodged at the registered office of the Company not less than 48 hours before the time appointed for the Meeting. Any proxy lodged after that time will be treated as invalid.

5. Directors and Officers of all corporate shareholders should note that unless the corporate shareholder either:

6. (a) completes and lodges with the Company a valid appointment of proxy in accordance with the instructions in these notes; or

7. (b) completes and either lodges with the Company prior to the meeting a form of appointment of or certificate of appointment of a personal representative in accordance with the provisions of Section 250D of the Corporations Act or causes such personal representative to attend the meeting with such form of appointment or certificate; or

8. (c) has appointed an attorney. and such proxy, personal representative or attorney attends the relevant meeting, then such corporate shareholder will be unable to exercise any votes at the relevant meeting.

9. Proxies and corporate appointment of representative forms may be returned to the Company in either of the following ways:

10. (a) in person or by post to Advanced Share Registry Limited 150 Stirling Highway Nedlands WA 6009

(b) by facsimile to 08 9389 7871. so that they are received not later than 9.30 am (AEST) on Friday 3 July 2009.

1. Corporate Members should comply with the execution requirements set out in these notes or otherwise comply with the provisions of Section 127 of the Act. Section 127 of the Act provides that a company may execute a document without using its common seal if the document is signed by:

2. (a) 2 directors of the company; or

3. (b) a director and a company secretary of the company; or

4. (c) for a proprietary company that has a sole director who is also the sole company secretary – that director.

For Cardia Technologies Limited to rely on the assumptions set out in Sections 129(5) and (6) of the Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable.

In particular a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature. Where a person signs the proxy and does not specify that the person signing is signing as a sole director and sole company secretary then the person signing the proxy will be deemed to have warranted to the Company that the Corporate Member is a company that has dispensed with the requirement to appointed a secretary as permitted by section 204A of the Act.

1. Completion of a proxy form will not prevent individual Members from attending the meetings in person if they wish. Where a Member completes and lodges a valid proxy form and attends the meeting in person then the proxy’s authority to speak and vote for that Member is suspended while the Member is present at the meeting.

2. Where a proxy form or form of appointment of or certificate of appointment of a personal representative is lodged and is executed under power of attorney the power of attorney must be lodged in like manner as a proxy.

3. Voting Exclusion clauses are set out herein in the body of the notice in relation to each resolution.

4. Chairman’s voting intentions:

All members appointing proxies should note that the Chairman intends to exercise proxies in his favour, and which do not direct the proxy holder how to vote, in favour of all resolutions. If you do not wish to direct your proxy how to vote please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your poxy even if he has an interest in the outcome of the resolution and votes cast him other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of CARDIA TECHNOLOGIES LIMITED (“Cardia” or “the Company”) in connection with the business to be transacted at the General Meeting of shareholders of Cardia to be held at Suite 5.09, Level 5, Pacific Tower, 737 Burwood Road, Hawthorn, Victoria 3122 on Tuesday 7 July 2009 at 9.30am AEST.

It forms part of the accompanying Notice of Meeting convening the General Meeting and contains an explanation of, and information about, the following matters to be considered at the meeting:

• Ratification of previous issue;

• Change of Company name

• Change to Directors remuneration.

• Issue of Shares to Dr Frank Glatz.

• issue of shares to Biograde employees.

The Directors recommend shareholders read the accompanying Notice of General Meeting (“Notice”) and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

1. Ratification of previous issue

Pursuant to Listing Rule 7.5 the following information regarding Resolution 1 is provided to shareholders:

• (a) Number of Securities allotted A total of 80,000,000 ordinary shares were allotted.

• (b) The price at which the Securities were allotted

The ordinary shares were allotted at an issue price of $0.027 (2.7 cents) per share.

• (c) Terms of the Securities allotted

The securities are ordinary shares which rank pari passu with all other ordinary shares on issue from the date of allotment.

(d) Names of the allottees of Securities

The shares were placed in accordance with the requirements of the Corporations Act 2001. Placement was to excluded offerees under section 708 to clients of BGF Equities Pty Ltd.

• (e) Use of funds raised

The funds will be utilized for further expansion of the operations of the Company’s recently acquired subsidiary Biograde Limited and for general working capital purposes including expanding Biograde’s China manufacturing capacity for resins and finished products and expanding its international marketing and sales presence.

(f) Commission

A commission totalling 5% of the total funds raised through the placement is payable to BGF Equities Pty Ltd.

2. Change of Company Name

To better reflect the changing nature of the Company’s activities following the acquisition of Biograde Limited it is proposed that the Company changes its name from Cardia Technologies Limited to Cardia Bioplastics Limited.

For a Company to change its name it must pass a special resolution adopting the new name in accordance with Section 157 of the Corporations Act. Accordingly, for the change of name to be approved, at least 75% of the votes cast by members entitled to vote must be in favour of Resolution 2.

3. Change to Directors remuneration

The Resolution 3 seeks to establish a maximum which may be paid by way of remuneration to Directors (disregarding salary and other benefits payable to executive directors by the terms of their engagement).Any increase to the maximum level of remuneration to Directors requires the approval of holders of its ordinary securities as required under ASX Listing Rules 10.17.

The amount of $220,000 is a maximum amount only, with the increase of $40,000 from $180,000 to $220,000 being sought to cover the increased size of the Board in the past 3 months by the appointment of 3 new Directors and as a result of the changing nature of the Company following the acquisition Biograde Limited.

4. Issue of Shares to Dr Frank Glatz

Dr Glatz is a director of the Company and of Biograde Limited (“Biograde”) which, following completion of the merger between the Company and Biograde which completed earlier this year, is now a wholly owned subsidiary of the Company.

Mr Glatz salary for the 12 months period ending April 2010 is $300,000 of which $200,000 (including all superannuation contributions) is paid in cash and $100,000 is being paid by the issue of the 4 million shares the subject of this resolution at an issue price of $0.025 per share.

The shares are being issued to Dr Glatz by way of salary sacrifice.

The additional 2 million shares at an issue price of $0.025 per share is a sign-on fee for 2 years from April 2009 with no trading restrictions or penalties should Dr Glatz terminate his employment during this period.

Dr Glatz and his wife currently hold 6,002,334 fully paid ordinary shares in the Company,(0.97% of the current shares on issue).The effect of the issue of the additional 6 million shares ,if approved,will increase the holding to 1.92% of the shares on issue.

In considering the resolution Members should note the following matters:

• (a) The shares being issued as salary sacrifice to Dr Glatz were agreed to be issued to him by resolution of the board at a time when the market price of the shares was $0.018 (1.8 cents).

• (b) the shares are being issued by way of remuneration under Section 211 of the Corporations Act. The directors consider that the benefit to Dr Glatz is reasonable as remuneration as a term of his engagement as a director and consultant by the Company and, as such, the placement of the shares to Dr Glatz falls within the exception to the related party provisions of the Corporations Act by virtue of the provisions of Section 211 such that members’ approval is not required under the provisions of Chapter 2E.

• (c) the resolution to approve the issue of the Shares to Dr Glatz is, however, being put to members for the sake of probity and to comply with the provisions of Listing Rule 10.11 of the Listing Rules of ASX. Under Listing Rule 10.11, the Company cannot place shares to a related party, including a director, without the approval of the members in general meeting, where the Notice of Meeting complies with the requirements of Listing Rule 10.13.

Pursuant to Listing Rule 10.13 the following information regarding Resolution 4 is provided to shareholders:

• (i) Number of Securities allotted: a total of 6 million ordinary shares are to be allotted to Dr Glatz or nominee

• (ii) The price at which the shares are to be allotted is as set out in the resolution: namely an amount of $0.025 (2.5 cents) per share.

• (iii) Terms of the Securities allotted: the securities to be allotted are ordinary shares which rank pari passu with all other ordinary shares on issue from the date of allotment.

• (iv) Names of the allottee: the shares will be placed to Dr Glatz or nominee as set out in the resolution.

• (v) Use of funds raised: no funds will be raised by the placement but the value of the consideration payable for the shares will reduce the Company’s obligation to pay an equivalent amount to Dr Glatz in salary.

• (vi) The date by which the entity will issue the shares will be 3[rd] August 2009, which is not be more than 1 month after the date of the meeting;

• (vii) the notice contains a voting exclusion statement immediately under the text of the resolution.

Related Party Requirements of Chapter 2E of the Corporations Act 2001

Notwithstanding that the issue of shares to Dr Glatz falls within section 211 of the Corporations Act, the directors provide the following additional information which would otherwise have been required under Section 219 of the Act.

The only Director of the Company who has an interest in the outcome of resolution 4 is Dr Glatz.

The nature of the financial benefits which may be obtained by Dr Glatz as a related party of the Company is that he (or his nominee) will be issued the shares at an issue price which is presently below current market price.

The issue of the shares to Dr.Glatz and his willingness to acquire same on the terms set out indicates Dr Glatz’s confidence in the future of the Company.

Director’s recommendations

The Corporations Act requires in Section 219, inter alia, that, in relation to each director of the company it must be set out herein:

if the director wanted to make a recommendation to members about the proposed resolution—the recommendation and his or her reasons for it; or

• (a) if not—why not; or

• (b) if the director was not available to consider the proposed resolution—why not.

Accordingly the following information is provided.

Dr Glatz abstains from making any recommendation because he is interested in the outcome of the resolution.

Each of the directors of the Company other than Dr Glatz unanimously and strongly recommend to members that they vote in favour of the resolution because the terms of issue of the shares to on the terms proposes is in accordance with the terms of his employment contract and the component of salary sacrifice reduces the cash operating costs of the Company while at the same time the shares provide Dr Glatz with a significant incentive to continue working with the Company.

5. Issue of Shares to Employees of Biograde

There are no restrictions under the Corporations Act or the Listing Rules on the issue of these shares.

Like the shares to be issued to Dr Glatz they are being issued by way of salary sacrifice. The sole purpose of putting the resolution to the members for approval is to have the placement approved for the purpose of the 15% placement rule in Listing Rule 7.

Pursuant to Listing Rule 7.3 the following information regarding Resolution 5 is provided to shareholders:

• a. The number of Securities to be issued is 1,500,000 fully paid shares to the allottees (or their nominees) as set out in the resolution.

• b. The date by which the entity will issue the shares will be 2[nd] October 2009 which is no later than 3 months after the date of the meeting.

• c. The price at which the shares are to be allotted is set out in the resolution; namely an amount of $0.05 (5 cents) per share.

• d. The Securities to be allotted are ordinary shares which rank pari passu with the other ordinary shares on issue from the date of allotment.

• e. No funds will be raised by the placement but the value of the consideration payable for the shares will reduce the Company’s obligation to pay an equivalent amount to the Biograde employees.

The Directors strongly recommend that that the resolution be approved.

Other Matters

The Directors are not aware of any other information that:

• (a) is reasonably required by members in order to decide whether or not it is in the Company’s interests to pass each of the proposed resolutions; and,

• (b) is known to the Company or to any of its directors;

that has not previously been disclosed either direct to members or generally to the market in accordance with the Company’s continuing disclosure obligations under the Listing Rules of ASX.

CARDIA TECHNOLOGIES LIMITED

ACN 064 755 237

All correspondence to: Cardia Technologies Ltd C/-Advanced Share Registry Ltd PO Box 1156 Nedlands WA 6909 Telephone: (08) 93898033 Facsimile: (08) 93897871 Investor Website: www.advancedshare.com.au

PROXY FORM GENERAL MEETING

I/We

of

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being a member of Cardia Technologies Limited entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 9.30 am (AEST), on 7 July 2009 at Suite 5.09, Level 5, Pacific Tower, 737 Burwood Road, Hawthorn Victoria 3122, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 5 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 5 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 5 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 5 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 5.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Ratification of previous issue Resolution 2 – Change of Company Name Resolution 3 – Change to Directors remuneration Resolution 4- Issue of Shares to Dr Frank Glatz Resolution 5- Issue of Shares to Biograde Employees

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Signature of Member(s): Individual or Member 1 Sole Director/Company Secretary Contact Name: ______	Member 2 Director __ Contact Ph (daytime): _	Date: ____ Member 3
		Director/Company Secretary _____

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