Opthea Ltd — AGM Information 2008

Oct 13, 2008

Notice of Annual General Meeting and Explanatory Memorandum

Circadian Technologies Limited ACN 006 340 567

Date: 14 November 2008 Time: 9.30 am Location: Computershare Conference Centre Yarra Falls 452 Johnston Street Abbotsford, Melbourne, Victoria

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of the shareholders of Circadian Technologies Limited ( Company ) will be held at Computershare Conference Centre, Yarra Falls, 452 Johnston Street, Abbotsford, Melbourne, Victoria on Friday, 14 November 2008 at 9.30 am.

Ordinary Business

1. Financial statements and reports

To receive and consider:

• (a) the financial report;

• (b) the directors' report; and

• (c) the auditor's report

of the Company for the year ended 30 June 2008.

2. Remuneration report (Resolution 1)

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

'That the remuneration report as set out in the Annual Report for the financial year ended 30 June 2008 be adopted.'

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

3. Election of Ms Tina McMeckan as a director (Resolution 2)

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

'That Ms Tina McMeckan, a director appointed since the previous general meeting and ceasing to hold office in accordance with clause 57 of the Company's constitution, being eligible, is elected as a director of the Company.'

4. Election of Mr Carlo Montagner as a director (Resolution 3)

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

'That Mr Carlo Montagner, a director appointed since the previous general meeting and ceasing to hold office in accordance with clause 57 of the Company's constitution, being eligible, is elected as a director of the Company.'

page 2

5. Election of Dr Jonathan Skipper as a director (Resolution 4)

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

'That Dr Jonathan Skipper, a director appointed since the previous general meeting and ceasing to hold office in accordance with clause 57 of the Company's constitution, being eligible, is elected as a director of the Company.'

6. Ratification of share issue to Ludwig Institute for Cancer Research Ltd (Resolution 5)

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

'That, for the purpose of ASX Listing Rules 7.1 and 7.4 and for all other purposes, the issue of 2,589,635 fully paid ordinary shares in the capital of the Company to the Ludwig Institute for Cancer Research Ltd on the terms set out further in the Explanatory Memorandum dated 14 October 2008 which forms part of the Notice of Annual General Meeting, be ratified.'

7. Ratification of share issue to Licentia Limited (Resolution 6)

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

'That, for the purpose of ASX Listing Rules 7.1 and 7.4 and for all other purposes, the issue of 2,527,795 fully paid ordinary shares in the capital of the Company to Licentia Limited on the terms set out further in the Explanatory Memorandum dated 14 October 2008 which forms part of the Notice of Annual General Meeting, be ratified.'

8. Approval of future share issue to Ludwig Institute for Cancer Research Ltd (Resolution 7)

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

'That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval be given for the Company to issue 532,455 fully paid ordinary shares in the capital of the Company to the Ludwig Institute for Cancer Research Ltd on the terms set out further in the Explanatory Memorandum dated 14 October 2008 which forms part of the Notice of Annual General Meeting.'

9. Approval of future share issue to Licentia Limited (Resolution 8)

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

'That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval be given for the Company to issue 622,545 fully paid ordinary shares in the capital of the Company to Licentia Limited on the terms set out further in the Explanatory Memorandum dated 14 October 2008 which forms part of the Notice of Meeting.'

page 3

10. Approval of Circadian Technologies Limited Non-Executive Director Share Plan (Resolution 9)

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

'That, for the purpose of ASX Listing Rule 10.14, Exception 9 of Listing Rule 7.2 and for all other purposes, approval be given for:

• (a) the introduction of the 'Circadian Technologies Limited Non-Executive Director Share Plan', in the form tabled at this meeting and signed by the Chairman for the purposes of identification; and

• (b) the acquisition by all non-executive directors of the Company of ordinary shares in the Company under the Circadian Technologies Limited Non-Executive Director Share Plan.'

11. Other business

To transact any other business which may legally be brought before the meeting.

By order of the board

14 October 2008

==> picture [112 x 44] intentionally omitted <==

Natalie Korchev Company Secretary

page 4

Voting and proxies

Voting Exclusion Statement

Resolutions 5 and 7

In accordance with Listing Rules 7.1 and 14, the Company will disregard any votes cast on Resolutions 5 and 7 by:

• (a) the Ludwig Institute for Cancer Research Ltd; and

• (b) an associate of the Ludwig Institute for Cancer Research Ltd.

Resolutions 6 and 8

In accordance with Listing Rules 7.1 and 14, the Company will disregard any votes cast on Resolutions 6 and 8 by:

• (a) Licentia Limited; and

• (b) an associate of Licentia Limited.

Resolution 9

In accordance with Listing Rules 10.15A and 14, the Company will disregard any votes cast on Resolution 9 by any director of the Company and any associates of any director of the Company.

Exception

However, the Company need not disregard a vote in respect of Resolutions 5, 6, 7, 8 or 9 if:

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

• (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.

page 5

Proxies

1. A member entitled to attend and vote at the meeting has a right to appoint a proxy.

2. The proxy need not be a member of the Company.

3. A member who is entitled to cast two or more votes may appoint up to two proxies and, in the case of such an appointment, may specify the proportion or number of votes each proxy is appointed to exercise.

4. If a member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes which each proxy may exercise, each proxy may exercise half of the votes.

5. The proxy form included in this Notice of Annual General Meeting must be signed by the member or the member’s attorney. Proxies given by corporations must be signed under the hand of a duly authorised officer or attorney.

6. To be valid, the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or a certified copy of it) must be lodged with the Share Registry - Computershare Investor Services Pty Limited at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067, using the reply paid envelope supplied or by facsimile to +61 3 9473-2555 as soon as possible and in any event not later than 48 hours prior to the time appointed for the Annual General Meeting.

7. A proxy may decide whether to vote on any motion, except where the proxy is required by law or Circadian's constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.

8. If a shareholder appoints the chairperson of the meeting as the shareholder's proxy and does not specify how the chairperson is to vote on an item of business, the chairperson will vote, as proxy for that shareholder, in favour of the item on a poll.

9. Members should refer to the Explanatory Memorandum, which accompanies and forms part of this Notice of Meeting, for information regarding voting restrictions.

Voting entitlements

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) for the purposes of the meeting, persons holding shares at 7.00pm (Melbourne time) on 12 November 2008 will be treated as shareholders. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to attend and vote in respect of that share at the Annual General Meeting.

page 6

Ex lanator Memorandum p y

1. Purpose of information

The purpose of this Explanatory Memorandum (which is included in and forms part of the Notice of Annual General Meeting dated 14 October 2008) is to provide members with an explanation of the business of the meeting and of the resolutions to be proposed and considered at the Annual General Meeting (AGM) to be held on 14 November 2008, at 9.30 am at Computershare Conference Centre, Yarra Falls, 452 Johnston Street, Abbotsford, Melbourne, Victoria, and to assist members to determine how they wish to vote on each resolution.

2. Glossary

AGM means the annual general meeting of the Company to be held on 14 November 2008.

ASX means ASX Limited ACN 008 624 691 trading as the Australian Securities Exchange or the stock market conducted by ASX Limited (as the context requires).

Board means the board of the Company.

Circadian Share means a fully paid ordinary share in the capital of Circadian.

Company means Circadian Technologies Limited ACN 006 340 567.

Completion Date means 14 August 2008.

Corporations Act means Corporations Act 2001 (Cth).

Holding Lock has the meaning given to it in chapter 19 of the Listing Rules.

Licentia means Licentia Limited.

LICR means the Ludwig Institute for Cancer Research Limited.

Listing Rules means the official listing rules of the ASX.

Plan Shares means shares received by a non-executive director under the NED Share Plan.

NED Share Plan has the meaning given to it in paragraph 8.1 below.

NED Share Plan Rules has the meaning given to it in paragraph 8.1 below.

Share Purchase Deed means the agreement between Circadian, LICR and Licentia dated on or about 11 August 2008.

Vegenics means Vegenics Limited ACN 117 801 957.

Vegenics Shares means 43,200,000 Vegenics shares held by LICR and 50,600,000 Vegenics shares held by Licentia.

Vegenics Transaction has the meaning given to it at paragraph 6 below.

Vendors means LICR and Licentia.

page 7

3. Financial statements and reports

Pursuant to the Corporations Act, the directors of a public company that is required to hold an annual general meeting must table the financial statements and reports of the Company (including the directors' report and auditor's report) for the previous year before the members at the annual general meeting.

Shareholders have been provided with all relevant information concerning the Company's financial statements, directors' report and auditor's report in the Annual Report of the Company for the year ended 30 June 2008. A copy of the Annual Report has been forwarded to each shareholder other than those shareholders who have previously notified the Company that they elect not to receive the Annual Report, whether in paper form or electronically. Any shareholder who had made this election and now wishes to receive a paper or electronic copy of the Annual Report should contact the Company's office by phone on +61 3 9826 0399 to arrange receipt. The Annual Report can also be viewed, printed and downloaded from the Company's website www.circadian.com.au. A copy of the financial statements, the directors' report and the auditor's report will also be tabled at the meeting.

Shareholders should note that the sole purpose of tabling the financial statements and the reports of the Company at the AGM is to provide the shareholders with the opportunity to be able to ask questions or discuss matters arising from the financial statements or the reports at the meeting. It is not the purpose of the meeting that the financial statements or reports be accepted, rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt, receive or consider the Company's financial statements or the reports (other than the remuneration report) will be put to the shareholders at the meeting.

Shareholders will be given a reasonable opportunity at the meeting to ask questions and make comments on the financial statements and the reports. The Company's auditor will be available to receive questions and comments from shareholders about the preparation and content of the auditor's report and conduct of the audit.

4. Remuneration report (Resolution 1)

The directors' report for the year ended 30 June 2008 contains a remuneration report, which sets out the policy for remuneration of the directors, the company secretary and senior managers.

The Corporations Act requires that a resolution be put to the vote that the remuneration report be adopted.

The Corporations Act expressly provides that the vote is advisory only and does not bind the directors or the Company.

Shareholders attending the AGM will be given a reasonable opportunity to ask questions about, or make comments on, the remuneration report.

The full remuneration report is included in the Company's 2008 Annual Report which is available on the Company's website www.circadian.com.au.

page 8

5. Election of directors (Resolutions 2, 3 and 4)

5.1 Introduction

During the year:

• (a) Mr James MacKenzie and Mr Graeme Kaufman resigned as directors of the Company;

• (b) Ms Tina McMeckan and Mr Carlo Montagner were appointed to the Board to hold office until the Company's AGM; and

• (c) pursuant to the terms of the Share Purchase Deed, LICR and Licentia nominated Dr Jonathan Skipper to hold office as a director on the board of the Company until the Company's AGM.

In accordance with clause 57 of the Company's constitution, a director appointed by the board holds office until the annual general meeting and is then eligible for re-election. Tina McMeckan, Carlo Montagner and Dr Jonathan Skipper are eligible for and seek re-election as directors of the Company.

Clause 58 of the Company's constitution requires that at each AGM one-third of the directors must retire from office, or if their number is not a multiple of three, then the number nearest to, but not exceeding one-third of the directors must retire from office. The three appointed directors stated above and the managing director are not included in the calculations of retiring directors. The advent of the AGM will therefore require that Dr John Stocker retire as director of the Company by rotation. Dr John Stocker will not be seeking re-election.

5.2 Biography of Ms Tina McMeckan

Tina McMeckan was appointed a non-executive director of Circadian in January 2008 and is chairman of the Audit Committee. Her specific skills are in the commercialisation of science and technology and the energy sector. Ms McMeckan is presently Chairman of the Centre for Eye Research Australia, a director of Nanotechnology Victoria Ltd and the Vision Cooperative Research Centre, and is also a member of the National Board of Deacons law firm. She is a past Member of the Funds Management Committee of the AusIndustry Research and Development Board and has held senior investment management positions with the Australian Industry Development Corporation and Amrad Corporation Ltd (acquired by CSL Limited) focusing on capital raisings for innovation-based ventures. She also has extensive board expertise in public and private utility infrastructure including power production, networks and retailing business in the gas and electricity industries. Her other appointments as a director have included United Energy, Snowy Hydro Trading, the Westar and Kinetik Energy Group, Victorian Power Exchange, Solaris Power and the formerly listed company Alinta Limited (October 2003 to August 2007).

page 9

5.3 Biography of Mr Carlo Montagner

Carlo Montagner was appointed a non-executive director of Circadian on 1 July 2008 and is a member of Circadian’s Product Development Advisory Group. He has a wealth of experience in heading global oncology businesses for chemotherapeutic products and has more than 15 years experience in the pharmaceutical industry in the U.S., Europe, Japan and in Australia. During his career, Mr Montagner has built specialty oncology practices, managing the strategic integration of both clinical and commercial aspects of drug portfolios. He is former Executive Vice President & Global Head of Schering AG/Berlex Labs USA Oncology Business Unit. He has also held various positions at Aventis Pharma including Head of Oncology & Cardiovascular Business Unit at Sanofi-Aventis Japan and Global Senior Director of Marketing and Medical Affairs, managing the Taxanes chemotherapy portfolio. Mr Montagner is President Oncology Pan Asia for Nasdaq listed Abraxis Bioscience Inc, CEO of privately held Specialised Therapeutics Australia and is a member of the Australian Institute of Company Directors. He also holds a non-executive director position with ASX listed company Alchemia Limited whose board he joined in March 2008.

5.4 Biography of Dr Jonathan Skipper

Dr Jonathan Skipper was appointed a non-executive director of Circadian on 14 August 2008. He is executive director of the Ludwig Institute for Cancer Research Ltd (Executive Director for Intellectual Property and Licensing) and has 12 years experience with the Ludwig Institute for Cancer Research Ltd (LICR) in intellectual property management and technology licensing. He has scientific expertise in cancer biology and has completed a number of licensing contracts with large pharmaceutical companies. Dr Skipper is also the director of LICR's Office for Intellectual Property. Whilst at LICR, he has held various positions including Associate Director for Intellectual Property and Licensing, Director of the Office for Program Development and Manager, Office for Intellectual Property. Prior to joining LICR, Dr Skipper obtained his PhD in Immunology from the University College, London and conducted further research at the University of Virginia and the University of Oxford.

page 10

6. Ratification of share issue (Resolutions 5 and 6)

6.1 Introduction

As announced on 15 July 2008, the Company has moved to 100 per cent ownership of its subsidiary Vegenics. Circadian entered into and completed the Share Purchase Deed with the co-founders of Vegenics, LICR and Licentia, in order to effect Circadian's acquisition of their combined 33 per cent interest in Vegenics ( Vegenics Transaction ).

The directors believe that the Vegenics Transaction benefits Circadian and its shareholders because it provides Circadian with complete ownership of Vegenics’ product pipeline and an extensive intellectual property portfolio covering key targets for the treatment of diseases, such as cancer, in which growth of new blood vessels or lymphatics are present (angiogenesis and lymphangiogenesis). This is an important part of Circadian’s move from being a biotechnology investor and incubator of early stage technologies to a developer of therapeutics for cancer and other serious diseases.

Shareholder approval is being sought in accordance with Listing Rules 7.1 and 7.4 for the following items of business:

• to ratify the acquisition of 43,200,000 ordinary Vegenics Shares from LICR in return for the issue of 2,589,635 Circadian Shares to LICR (Resolution 5); and

• to ratify the acquisition of 50,600,000 ordinary Vegenics Shares from Licentia in return for the issue of 2,527,795 Circadian Shares and a cash payment to Licentia (Resolution 6).

6.2 Shareholder approval

Under Listing Rule 7.4, an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if shareholder approval is subsequently obtained. Under Listing Rule 7.1, an entity must not issue, or agree to issue, more than 15% of its capital in any 12 month period without the approval of its shareholders.

Shareholder approval is sought to ratify the issue of 5,117,430 Circadian Shares on the terms and conditions summarised below. The information contained in section 6.3 below includes the information that must be given to shareholders pursuant to Listing Rule 7.4.

By obtaining shareholder ratification for the issue of the shares the subject of Resolutions 5 and 6, the Company retains the ability to issue up to 15% of its capital to take advantage of any future capital raising and other opportunities that may require an issue of securities.

The directors recommend that shareholders vote in favour of resolutions 5 and 6.

page 11

6.3 Summary of Vegenics Transaction

Sale and purchase of Vegenics Shares

The Vendors sold the Vegenics Shares to the Company for the purchase price described below.

Purchase price

The consideration for the acquisition of the Vegenics Shares by the Company was as follows:

• (a) 2,589,635 Circadian Shares issued by Circadian to LICR;

• (b) 2,527,795 Circadian Shares issued by Circadian to Licentia; and

• (c) the payment by the Company of Euro 400,000 to Licentia.

Time of issue

The Company issued the shares described above to the Vendors on the Completion Date.

Issue price

There was no issue price in respect of the Tranche 1 shares as they were issued in consideration for an acquisition of the Vegenics Shares.

Escrow restrictions

50% of the Vendors’ holding in the Company are escrowed for a period of 12 months from the date of issue. The remaining 50% are escrowed for 24 months.

No funds

No funds were raised by the issue of the Company Shares. Vegenics Shares were received for the issue of the Company Shares.

Director nominated by the Vendors

The Vendors jointly nominated Dr Jonathan Skipper to hold office as a director on the board of the Company. Dr Skipper will hold office from the Completion Date until the AGM, at which time he will be eligible for re-election subject to the Company's constitution and the Corporations Act.

Tranche 2

The consideration for the acquisition of the Vegenics Shares by the Company will include the issue of a further 1,155,000 Circadian Shares under Tranche 2. Of these, 532,455 Circadian Shares will be issued to LICR and 622,545 Circadian Shares will be issued to Licentia on the earlier to occur of either (a) demonstration of safety of a therapeutic drug candidate to treat cancer or another serious disease in defined animal models; (b) the filing of an IND (Investigational New Drug Application) for a product; and (c) the second anniversary of the Completion Date, being 14 August 2010 (subject to shareholder approval).

6.4 Reasons for Vegenics Transaction

As stated earlier, Circadian has recently moved from being a biotechnology investor and incubator of early stage technologies to a developer of therapeutics for cancer and other serious diseases. As part of this strategy, the Company has secured 100% ownership of Vegenics to provide it with full control and rights to Vegenics’ product pipeline, its extensive intellectual property portfolio and to the current income and future potential royalties from existing licensees Ark Therapeutics Group plc (LSE: ARK) and ImClone Systems Inc (NASDAQ: IMCL). Vegenics’ assets together with Circadian’s capital and management team provide Circadian with a strong base for its future growth as a drug development company to treat cancer and other serious diseases.

page 12

7. Approval of future share issue (Resolutions 7 and 8)

7.1 Introduction

As outlined above at paragraph 6.1 of this Explanatory Memorandum, the Company has moved to 100 per cent ownership of its subsidiary Vegenics. The transaction and the reasons for the transaction are more fully described at paragraphs 6.3 and 6.4 above.

As outlined at paragraph 6.3, part of the consideration for the acquisition of the Vegenics Shares by the Company is to include the issue of a further 1,155,000 Circadian Shares under Tranche 2, being 532,455 Circadian Shares to LICR and 622,545 Circadian Shares to Licentia. The issue of these shares is subject to shareholder approval and if approval is obtained, the issue will occur on the achievement of certain product development milestones (which are detailed at paragraph 7.3) or the second anniversary of the Completion Date, whichever is the earlier to occur.

7.2 Shareholder approval

Under Listing Rule 7.1, an entity must not issue, or agree to issue, more than 15% of its capital in any 12 month period without the approval of its shareholders. Further, Listing Rule 7.3.2 requires that the issue of any shares which are approved by shareholders under Listing Rule 7.1, occurs no later than 3 months after the date of the meeting at which the issue was approved. As the Company does not anticipate that the Tranche 2 Circadian Shares will be issued within 3 months from the date of this AGM, it has sought and received a waiver of this requirement from the ASX.

Shareholder approval is being sought in accordance with Listing Rule 7.1 for the following items of business:

• the issue of 532,455 Circadian Shares to LICR (Resolution 7); and

• the issue of 622,545 Circadian Shares to Licentia (Resolution 8).

The information contained in paragraph 7.3 below includes the information that must be given to shareholders pursuant to Listing Rule 7.4.

By obtaining shareholder approval for the issue of the shares the subject of Resolutions 7 and 8, the Company retains the ability to issue up to 15% of its capital to take advantage of any future capital raising and other opportunities that may require an issue of securities.

The directors recommend that shareholders vote in favour of resolutions 7 and 8.

page 13

7.3 Summary of the Tranche 2 issue

Sale and purchase of Vegenics Shares

The Vendors have sold the Vegenics Shares to the Company for the purchase price described at 6.3 above.

Purchase price

The consideration for the acquisition of the Vegenics Shares by the Company is described at 6.3 above. This includes the further consideration to be provided by a Tranche 2 issue by the Company of:

• (a) 532,455 Circadian Shares to LICR; and

• (b) 622,545 Circadian Shares to Licentia.

Issue price

There is no issue price in respect of the Tranche 2 shares as they will be issued as part of the consideration for the acquisition of the Vegenics Shares.

Time of issue

The Company will issue the shares:

• (a) upon the demonstration of safety of a therapeutic drug candidate to treat cancer or another serious disease in defined animal models;

• (b) upon the filing of an IND (Investigational New Drug Application) for a product; or

• (c) on the second anniversary of the Completion Date, being 14 August 2010,

• whichever is the earlier to occur.

Terms of the shares

The shares will be subject to the same terms as the Tranche 1 shares (see 6.3 above).

No funds

No funds will be raised by the issue of the Circadian Shares under Tranche 2. This issue is the second and final part of the consideration for the Vegenics Shares.

page 14

8. Approval of Circadian Technologies Limited Non-Executive Director Share Plan (Resolution 9)

8.1 Introduction

The Board is proposing to implement a non-executive director share plan to be known as the Circadian Technologies Limited Non-Executive Director Share Plan under which present and future non-executive directors may elect to receive Plan Shares in lieu of receiving such proportion of their entitlement to director’s remuneration ( NED Share Plan ). Plan Shares will either be issued by the Company or purchased on the ASX on behalf of participants. The extent to which shares instead of cash is received by a non-executive director is a decision solely for the non-executive director concerned.

The Board considers it appropriate that each non-executive director should be given an opportunity to demonstrate their commitment to, and support for, the Company through the sacrificing of all, or a portion of, their director's fees for Circadian Shares at market value. The Board considers that this is consistent with trends in current market practice for listed entities and notes that directors will be required to hold shares for three years (subject to the earlier occurrence of certain customary prescribed events noted below).

The Board anticipates that the first issue of Plan Shares under the NED Share Plan will be made prior to 31 December 2008, with subsequent issues of shares occurring on a quarterly basis until 13 November 2009. Shareholder approval for an extension of the NED Share Plan may be sought by the Board prior to the final issue date.

Participation in the NED Share Plan will be optional and non-executive directors will have the ability to opt in, or opt out of the plan twice-yearly and also to set the proportion of their remuneration that they will sacrifice for the following six month period. Participants in the NED Share Plan will be required to sacrifice a minimum of 20% of their director's remuneration. There will be no maximum participation limit set. The NED Share Plan will not entitle any non-executive director to additional remuneration.

Subject to the occurrence of certain events, Plan Shares will be subject to a holding period of three years. The terms of the NED Share Plan ( NED Share Plan Rules ) will be available on the Company's website at www.circadian.com.au. A copy of the NED Share Plan Rules will also be tabled at the AGM. Details of the NED Share Plan are set out below at 8.5 in greater detail.

Under Listing Rule 10.11, an entity must not issue, or agree to issue, equity securities to a related party (which includes a director of that entity), without the approval of holders of ordinary securities or unless an exception contained in Listing Rule 10.12 applies. Listing Rule 10.12 includes an exception for the issue of securities to a director under an employee incentive scheme that has been approved by shareholders in accordance with Listing Rule 10.14.

page 15

8.2 Shareholder Approval

Listing Rule 10.14 provides that a listed company must not permit a director of that company or an associate of the director to acquire securities in the company under an employee incentive scheme without the approval of holders of ordinary securities. Accordingly, the shareholders of the Company are being asked to consider and, if thought fit, approve the acquisition by non-executive directors of Plan Shares under the NED Share Plan, as summarised in this Explanatory Memorandum.

This Notice of AGM provides the information required to be provided to shareholders under Listing Rule 10.15A. This means that if the shareholders resolve to approve the implementation of the NED Share Plan, Plan Shares may be issued under the NED Share Plan for three years from the date of the AGM.

Approval for the purposes of Listing Rule 7.1

Listing Rule 7.2 provides that an approval of an issue of securities under Listing Rule 10.11 qualifies as an approval for the purposes of Listing Rule 7.1. This means that by obtaining shareholder approval for the issue of the shares the subject of resolution 9, the Company retains the ability to issue up to 15% of its capital to take advantage of any future capital raising and other opportunities that may require an issue of securities.

For the reasons noted at 8.1 above, the directors of the Company recommend the NED Share Plan to the shareholders.

8.3 Information provided under Listing Rule 10.15A

Listing Rule 10.15A requires that certain information relating to resolution 9 must be included in this Notice of AGM. These particulars (in addition to further details regarding the plan) are set out below.

8.4 Statement of relationship

Plan Shares will be issued to participating non-executive directors.

8.5 Number of securities to be issued

Listing Rule 10.15A.2 requires the Company to disclose the maximum number of Plan Shares that may be issued under the NED Share Plan in the three years from the date of the AGM. The Company has been granted a waiver from compliance with this requirement as the Company did not consider it possible to set a maximum number of Plan Shares due to the fact that participating non-executive directors may elect to receive any portion (subject to a minimum of 20%) of their remuneration in Plan Shares rather than cash.

Subject to certain conditions listed below, commencing on 1 December 2008, on the first business day of each quarter in the three years following the date of the AGM, a non-executive director will be entitled to the following number of Plan Shares in any one quarter:

Number of Plan Shares for the quarter = A

B

page 16

where:

• (a) A is equal to the portion of a non-executive director's remuneration, which he/she has elected to sacrifice for that quarter; and

• (b) B is equal to the issue price of the Plan Shares, which is:

• (i) for Plan Shares issued by the Company, the volume weighted average price of Plan Shares quoted on the ASX on the 5 trading days preceding the commencement of the relevant quarter; and

• (ii) for Plan Shares which have been acquired by the Company on the ASX on behalf of the participant, the market price at which those Plan Shares were acquired.

The above figure is also subject to the following qualifications:

• (a) the Board may elect that the Plan Shares be purchased on behalf of the participant on-market rather than issuing new shares to the participating non-executive director;

• (b) a non-executive director may only accept shares under the NED Share Plan if his/her acceptance is not restricted by, or will not result in a breach of any law;

• (c) the Board may defer or refuse to issue Plan Shares:

• (i) if an issue is restricted or prevented by, or would amount to a breach of:

  • (A) any law;

  • (B) the Company's constitution; or

  • (C) the Listing Rules; or

• (ii) in such circumstances under which the Board (acting in its discretion) determines it necessary to suspend the operation of the Plan.

• (d) if a non-executive director ceases to hold office in a quarter in which he/she has elected to sacrifice some or all of his/her director's fee, the Board may refuse to issue Plan Shares.

If a participating non-executive director has elected to sacrifice all, or a portion of, his/her entitlement to remuneration but does not receive Plan Shares, that director will receive a cash payment equal to the portion of the remuneration which he/she has elected to sacrifice for that quarter.

8.6 Date of issue

The Company will issue Plan Shares on a quarterly basis to participating non-executive directors. The final issue under the NED Share Plan will occur within three years of the date of the AGM in accordance with Listing Rule 10.15A.9.

8.7 Issue Price

The issue price of Plan Shares issued under the NED Share Plan will be:

• (a) for Plan Shares issued by the Company, the volume weighted average price of Plan Shares quoted on the ASX on the 5 trading days preceding the commencement of the relevant quarter; and

• (b) for Plan Shares which have been acquired by the Company on the ASX on behalf of the participant, the market price at which those Plan Shares were acquired.

page 17

8.8 Names of all persons referred to in Listing Rule 10.14 who have received securities under the NED Share Plan

The NED Share Plan is a new share plan, which means that there have been no recipients of Plan Shares under the NED Share Plan.

8.9 Names of all persons referred to in Listing Rule 10.14 entitled to participate in the NED Share Plan

Under the NED Share Plan, the Board may issue Plan Shares to non-executive directors of the Company who have elected to sacrifice at least 20% of his/her director's remuneration in exchange for an issue of Plan Shares. Participants may sacrifice up to 100% of their director's remuneration. Elections to sacrifice remuneration will be made half-yearly, however, fees will be sacrificed quarterly.

The non-executive directors in office prior to the AGM are: Dominique Fisher, Dr John Stocker, Don Clarke, Tina McMeckan, Carlo Montagner and Dr Jonathan Skipper.

8.10 Voting exclusion statement

A voting exclusion statement relating to this Resolution is included in the Notice of AGM.

8.11 Terms of any loans in relation to the acquisition

The Company has not and will not grant any loans in connection with the NED Share Plan.

8.12 Statemen t

Details of all Plan Shares (including any shares that have been bought on-market for the purposes of the NED Share Plan) will be published in the annual report of the Company relating to the period in which the Plan Shares are issued and it will be noted that approval for the issue of Plan Shares was obtained under listing rule 10.14.

In order that the Company be able to issue shares under the NED Share Plan to future nonexecutive directors, a waiver from Listing Rule 10.15A.8 was sought and granted. Therefore, the Company is relieved from the requirement to seek shareholder approval for issues of Plan Shares to future non-executive directors not named in this Notice of AGM.

8.13 Further information

Administration of the NED Share Plan

The NED Share Plan will be initially administered by the Board, however, the Board may determine at a later date that it is more appropriate to engage or establish a separate administrator of the plan. Upon making an election to participate in the NED Share Plan, each participating non-executive director will be bound by the NED Share Plan Rules.

Plan Shares will be registered in the name of the non-executive director, but the transfer of Plan Shares will be restricted by a Holding Lock of three years. Participating non-executive directors will be restricted from disposing of, or granting a security interest over, any shares which remain subject to the Plan Rules. The Board may also specify such other conditions as it considers necessary in its discretion.

page 18

Issue of Plan Shares

After receiving notice of a non-executive director's half-yearly election, the Company will deduct the relevant amount from the non-executive director’s entitlement to remuneration each quarter and issue Plan Shares to that non-executive director.

Shares under the NED Share Plan will either be issued by the Company or acquired by the Company in the ordinary course of trading on the ASX on a quarterly basis. Plan Shares will rank equally with all other Circadian Shares with the exception of the restrictions on dealing.

The Company will bear all outgoings and expenses incurred in administering the NED Share Plan, which will include the acquisition of shares (including brokerage and duty).

Nothing in the NED Share Plan will be taken to:

• (a) restrict the right of the Company or its shareholders to remove a director from his/her office; or

• (b) to qualify in any way, the provisions of the law or the constitution of the Company relating to the termination of a non-executive's position with the Company.

Release of Shares from the Plan

Plan Shares will remain subject to the Plan Rules until the expiry of the three year Holding Lock, unless:

• (a) the shares are released by the Board (in its discretion);

• (b) a change in control of the Company occurs; or

• (c) the holder of the shares resigns from his/her position as a non-executive director.

The Board will retain a right to suspend the NED Share Plan:

• (a) if required to do so under any law or Listing Rule;

• (b) if it considers that the continuation of the plan would cause a breach of any law or Listing Rule; or

• (c) in such circumstances under which the Board (acting in its discretion) determines it necessary to suspend the operation of the plan.

During any period of suspension, participating non-executive directors will receive their remuneration as cash payments and will have no right to receive Plan Shares in respect of the affected quarters.

Dividends, voting and other rights

A participant is entitled to receive any dividend paid on Plan Shares registered in the participant’s name unless the Plan Shares are forfeited or divested.

A participant may also exercise any voting rights attaching to shares issued in his or her name or may appoint a proxy to represent and vote for him or her at any meeting of shareholders.

Participants in the NED Share Plan may participate in any pro rata rights issues of shares made by the Company and may sell renounceable rights. Any Circadian Shares or rights received in such a pro rata issue will not be subject to the conditions of the NED Share Plan.

page 19

==> picture [169 x 63] intentionally omitted <==

000001 000 CIR MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

==> picture [16 x 12] intentionally omitted <==

By Mail:

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

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For all enquiries call:

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

Proxy Form

==> picture [9 x 352] intentionally omitted <==

==> picture [16 x 11] intentionally omitted <==

For your vote to be effective it must be received by 9.30am Wednesday 12 November 2008

How to Vote on Items of Business

Signing Instructions

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

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

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 as they choose. If you mark more than one box on an item your vote will be invalid on that item.

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.

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.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate ''Certificate of Appointment of Corporate Representative'' prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

==> picture [15 x 12] intentionally omitted <==

Turn over to complete the form

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

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

999999_SAMPLE_0_0_PROXY/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==

==> picture [157 x 38] intentionally omitted <==

----- Start of picture text -----

I9999999999
----- End of picture text -----

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ' X ') should advise your broker of any changes. I 9999999999 I ND

==> picture [15 x 16] intentionally omitted <==

==> picture [21 x 22] intentionally omitted <==

Proxy Form

to indicate your directions

Please mark

==> picture [57 x 16] intentionally omitted <==

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Circadian Technologies Limited hereby appoint

==> picture [16 x 12] intentionally omitted <==

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

==> picture [19 x 19] intentionally omitted <==

the Chairman of the Meeting[OR]

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman 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, as the proxy sees fit) at the Annual General Meeting of Circadian Technologies Limited to be held at Computershare Conference Centre, Yarra Falls, 452 Johnston Street, Abbotsford, Melbourne, Victoria on Friday, 14 November 2008 at 9.30am and at any adjournment of that meeting.

Important for Items 5,6,7,8 and 9: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 5,6,7,8 and 9 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 5,6,7,8 and 9 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of items 5,6,7,8 and 9 of business.

==> picture [19 x 18] intentionally omitted <==

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

==> picture [57 x 16] intentionally omitted <==

==> picture [16 x 12] intentionally omitted <==

PLEASE NOTE: If you mark the Abstain box 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.

Items of Business

==> picture [88 x 23] intentionally omitted <==

Item	1	To adopt the Remuneration Report
Item	2	Election of Ms Tina McMeckan as a director
Item	3	Election of Mr Carlo Montagner as a director
Item	4	Election of Dr Jonathon Skipper as a director
Item	5	Ratification of share issue to Ludwig Institute for Cancer Research Ltd
Item	6	Ratification of share issue to Licentia Limited
Item	7	Approval of future share issue to Ludwig Institute for Cancer Research Ltd
Item	8	Approval of future share issue to Licentia Limited
Item	9	Approval of Non-Executive Director Share Plan

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

==> picture [57 x 16] intentionally omitted <==

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /

==> picture [15 x 15] intentionally omitted <==

==> picture [97 x 17] intentionally omitted <==

==> picture [16 x 15] intentionally omitted <==

C I R

9 9 9 9 9 9 A