OVANTI LIMITED — Proxy Solicitation & Information Statement 2010

Jun 24, 2010

OCCUPATIONAL & MEDICAL INNOVATIONS LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) (ACN 091 192 871)

NOTICE OF GENERAL MEETING

Time: 11.00am Date: 26 July 2010 Place of meeting: Brisbane Polo Club, Kingston Room, 1 Eagle Street, Brisbane, Queensland

This Notice of General Meeting is an important document and requires your immediate attention. It should be read in its entirety including the accompanying Explanatory Notes. If you are in any doubt about how to deal with this document, you should consult your legal, financial or other professional advisor as soon as possible.

Page 1

1. IMPORTANT INFORMATION

1. Venue

The General Meeting to which this Notice of General Meeting relates will be held at Brisbane Polo Club, Kingston Room, 1 Eagle Street, Brisbane, Queensland, on Monday, 26 July 2010 at 11.00am AEST.

2. Voting in person

Your vote is important. The Resolutions contained in this Notice of General Meeting affect your shareholding and the Company’s future. To vote in person, please attend the General Meeting at the time and place stated in section 1.1 above.

3. Voting by proxy

To vote by proxy, please complete and sign the attached Proxy Form and return to Computershare Investor Services Pty Limited by:

• (a) post to GPO Box 242, Melbourne, Victoria, 3001; or

• (b) facsimile to:

• (i) (within Australia) 1800 783 447; or

• (ii) (outside Australia) +61 9473 2555; or

• (c) for intermediary online subscribers only (custodians) www.intermediaryonline.com,

such that the Proxy Form is received no later than 11.00am AEST on 24 July 2010. Any Proxy Form received later than this time will be invalid.

4.

Entitlement to vote

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the General Meeting, all persons entitled to vote are those who held Shares as registered Shareholders at 11.00am AEST on 24 July 2010.

Page 2

2. LETTER TO SHAREHOLDERS

Dear Shareholders,

As you may be aware, on 31 December 2009, voluntary administrators were appointed by the Company to assume control of the business, property and affairs of the Company. Subsequently on 6 January 2010 the wholly owned subsidiaries, OMI Manufacturing Pty Ltd and OMI Research Pty Ltd, were placed into liquidation.

Prior to the appointment of voluntary administrators, Retractable Technologies Inc. (RTI), a US corporation, commenced litigation against the Company in a Texas District Court alleging that the Company utilised RTI’s trade secrets and infringed its patents through the use of the Company’s auto-retractable safety syringe. In December 2009, the jury found in favour of RTI, and on 4 March 2010, US District Judge Leonard Davis awarded US$3.15 million damages in RTI’s favour.

On 6 May 2010, the Company, Sun Biomedical Limited (ASX Code: SBN) (Sun Biomedical) and the Deed Administrators entered into a Deed of Company Arrangement (DOCA). The full terms of the DOCA were released to ASX on 8 June 2010. The DOCA proposes the restructure and recapitalisation of the Company with a view to reinstating the Company’s Shares to official quotation on the ASX (Proposal) . ASX has absolute discretion in reinstating the Company’s Shares to official quotation and the ASX and the Company give no guarantee that reinstatement will occur.

1. Terms of the Proposal

The Proposal, which is set out in part in the Notice of General Meeting and Explanatory Notes, will involve the following:

• (a) the Consolidation of the Company’s issued securities on a one for five basis, following which the Company will have approximately 9,057 394 Shares on issue (Resolution 1) ;

• (b) the Company undertaking the following two capital raisings:

• (i) (Tranche 1 Placement) the placement of 60 million Shares at a price of $0.0025 per Share together with 60 million free attaching Options exercisable at $0.005 per Option on or before 31 December 2013, to raise a total of $150,000 (Resolution 2) ; and

• (ii) (Tranche 2 Placement) the placement of 330 million Shares at a price of $0.005 per Share to raise $1,650,000 (with $115,000 of the funds raised to be paid to the creditors’ pool under the Creditors’ Trust) on or before 6 September 2010 plus oversubscriptions of up to 150 million Shares to raise up to a further $750,000 (Resolution 3) ;

Page 3

• (c) the appointment of new Directors nominated by Sun Biomedical, being Mr Terry Cuthbertson, Mr Gary Stewart and Mr Michael Doery (Resolutions 4 to 6) ; and

• (d) the change of the Company’s name to ‘OMI Holdings Limited’ ( Resolution 8 ).

It was also proposed under the DOCA that the existing Directors of the Company resign or be removed by resolution as Directors of the Company. Following discussions it has been agreed with the proposed incoming directors that Mr Michael Brooks will remain as a Director of the Company. Two other Directors of the Company, Mrs Elaine Brooks and Mr Donald Mackenzie, have tendered their resignations as Directors, effective immediately following approval of Resolutions 4, 5 and 6.

The other Director of the Company, Mr David Shirley, has not tendered his resignation as a Director and accordingly Resolution 7 proposes his removal as a Director of the Company.

Please note the implementation of the Proposal is dependant on the passing of Resolutions 1, 2 and 3 in this Notice of General Meeting. Should one or more of Resolutions 1, 2 or 3 not be approved by Shareholders, the Proposal will not be implemented.

2. Impact of Deed of Company Arrangement and Creditors Trust

On 21 April 2010, Sun Biomedical advanced $15,000 in loan funds to the Company Sun Biomedical may also at its election advance certain other funds to the Company to pursue the Company’s business objectives and fund its operations until the Company achieves its recapitalisation. The loan funds are only repayable by the Company in the event the Company is recapitalised, and are not repayable by the Deed Administrators. It is proposed that the loan funds will be repaid upon recapitalisation, and may be repaid via a debt to equity conversion under either the Tranche 1 or Tranche 2 Placement.

On 6 May 2010, the Company, Sun Biomedical and the Deed Administrators entered into the DOCA, under which the Deed Administrators are to be advanced $130,000 (of which $15,000 has been advanced by Sun Biomedical), for contribution to the Creditors Trust to settle outstanding claims made by creditors of the Company. It is also proposed under the DOCA that the following occur:

• (a) Shareholder approval is obtained to implement the Proposal;

• (b) as part of the Tranche 2 Placement, $115,000 will be paid to the Deed Administrators as the balance of the $130,000 that is to be contributed to the Creditors Trust;

Page 4

• (c) under the Creditors Trust, the Deed Administrator may make a payment to the Company’s creditors in full and final satisfaction and in complete discharge of all claims which the Company’s creditors may have against the Company. Once these payments have been made the Company will have no outstanding creditors.

3. Pro Forma Capital Structure

The following table sets out the proposed capital structure of the Company prior to and following the completion of the Proposal:

		Shares		Options
Pre-Consolidation Post 1:5 Share Consolidation (approximate) Tranche 1 Placementa Tranche 2 Placementb Completion of Resolutions		45,286,974 9,057,394 60,000,000 330,000,000 399,057,394		Nil - 60,000,000 - 60,000,000

Notes:

• a. Patersons has indicated to the Deed Administrators that it or its nominees will subscribe for the full Tranche 1 Placement.

• b. The Tranche 2 Placement calculations assume that the Tranche 2 Placement is fully subscribed but there are no oversubscriptions. Oversubscriptions of a further 150,000,000 Shares to raise an additional $750,000 may be accepted under the Tranche 2 Placement resulting in additional Shares being issued.

4. Use of Funds

The Company’s present plans are based on the best information available to the Company at this time. Shareholders should note that the proposed use of funds may alter depending on the emerging circumstances, opportunities and results that affect the Company.

If under the Proposal the full amount of $1,800,000 is raised (assuming the placements are fully subscribed but not over-subscribed), the Company intends to use the funds raised as follows:

	Year 1 Year 2	Total
Funds raised from Proposal Payments Payments to Creditors Trust	$1,800,000 - $130,000 -	$1,800,000 $130,000

Page 5

Costs of reconstruction Costs of new issue Development of existing projects Review & evaluation of new projects Working capital Total payments	$115,000 $208,000 $162,000 $200,000 $335,000 $1,150,000	- - $150,000 $200,000 $300,000 $650,000	$115,000 $208,000 $312,000 $400,000 $635,000 $1,800,000

5. Pro-forma Balance Sheet

The following sets out the Company’s unaudited balance sheet as at 30 December 2009 as detailed in the company records (prior to the appointment of the Voluntary Administrators appointment), and a pro-forma balance sheet reflecting the impact of the DOCA and the capital raising, including repayment of the Sun Biomedical loan funds and the costs of the capital raising.

	Consolidated Entity	Consolidated Entity
		Pro-forma
	30 Dec 2009	6 May 2010
	$	$
CURRENT ASSETS
Cash and cash equivalents	196,597	1,357,000
Trade and other receivables	650,612	-
Inventory	19,646	-
Other assets	73,065	-
TOTAL CURRENT ASSETS	939,920	1,357,000

Page 6

NON-CURRENT ASSETS

	Property, plant and equipment	118,156	-
	Intangible assets (Patent IP & Trademarks)	3,800,002	-
	Intercompany Loans	3,645,707	-
	TOTAL NON-CURRENT ASSETS	7,563,865	-
	TOTAL ASSETS	8,503,785	1,357,000
	CURRENT LIABILITIES
	Trade and other payables	5,492,302	-
	Other financial liabilities	817,403	-
	Provisions	138,657	-
	TOTAL CURRENT LIABILITIES	6,448,362	-
	NON-CURRENT LIABILITIES
	Hire purchase liabilities	46,611	-
	Related party and Intercompany Loans	5,243,977	-
	TOTAL NON-CURRENT LIABILITIES	5,290,588	-
	TOTAL LIABILITIES	11,738,950	1,357,000
	NET ASSETS/(LIABILITIES)	(3,235,165)	1,357,000
	EQUITY
	Share capital	39,024,903	40,381,903
	Accumulated losses	(42,260,068)	(39,024,903)
	TOTAL EQUITY	(3,235,165)	1,357,000
6.	Proposed Business Activities

(a) Patents held by the Company

The Company currently owns the following patents:

Page 7

Name	Number	Country	Status
Syringe dispenser	7104400	United States	Registered
A single use syringe	7544182	United States	Registered
with improved-needle
retraction
A syringe with rear	2007200919	Australia	Application
plunger lock			filed
A syringe with rear	198/2008	Pakistan	Examination
plunger lock			report received

Should the Resolutions be passed, the Company proposes to pursue the commercialisation of products using these patents. In particular, the Company has developed a prototype product utilising United States Patent 7104400 (commercially known as “OMI Sharpsafe[TM] ”) that it proposes to commercialise immediately following the Company’s recapitalisation.

(b) About OMI Sharpsafe[TM]

Background

Medical syringe containers (also known as needle cases) have been available around the world for a long time. These containers function to protect the enclosed syringes from damage prior to use. Typically, the container comprises of a rigid housing in which a number of syringes are held. The housing can be opened and any number of syringes can be removed from it. It is also possible for these containers to accommodate used syringes.

A significant disadvantage of these containers is that they are not suitable for use with a needle exchange program. In a needle exchange program, a new needle (that is a syringe containing a needle) is given only when a used syringe is returned. With existing medical syringe containers, there is no mechanism to ensure that a used syringe is returned prior to a new syringe being given.

There is also the temptation for users to try to obtain new syringes without returning used syringes. Conventional containers do not have security measures against this type of abuse. Even if the container is locked, it can be forced open and a new syringe can be removed.

What is OMI Sharpsafe[TM ]

OMI Sharpsafe[TM] is an innovative medical syringe container. It differentiates itself from current designs in that the design does not allow access to a new syringe until a used syringe has been returned to the container. OMI

Page 8

Sharpsafe[TM] may therefore overcome one of the main disadvantages associated with existing medical syringe containers.

==> picture [229 x 62] intentionally omitted <==

==> picture [229 x 62] intentionally omitted <==

==> picture [229 x 62] intentionally omitted <==

==> picture [229 x 62] intentionally omitted <==

==> picture [229 x 62] intentionally omitted <==

OMI Sharpsafe[TM] typically holds between 2 to 10 conventional syringes and syringes with a needle stick prevention device. The inlet of the container is restricted such that it only allows syringes to be inserted through that inlet. This reduces the likelihood of success of a person attempting to insert an object other than a syringe to try to gain access to a new syringe. If a user does attempt to prise open the container, a snap mechanism is triggered and all syringes contained in the container are rendered inoperative.

Potential market for OMI Sharpsafe[TM]

OMI Sharpsafe[TM] is designed to ensure the safe use of syringes both within and outside of direct medical supervision by providing a simple and effective way to safely store new and used syringes. The design is therefore particularly suited for use with needle exchange programs.

The estimated current global syringe sales is approximately US$5 billion (30 billion units) per annum, including US$1.24 billion (3 billion units) in the United States and US$103 million (200 million units) in Australia. This means the market size for syringes is approximately 10 times a country's population.

The substantial volume of syringes consumed each year has resulted in a greater number of injuries arising from the use of syringes. This has therefore become a

Page 9

catalyst for greater opportunities in the retractable-syringes market. In turn, OMI Sharpsafe[TM] is well positioned to assist in the prevention of needle stick injuries even further.

Commercialisation plans for OMI Sharpsafe[TM ]

In addition to its own resources, subject to implementation of the Proposal the Company has negotiated to engage Chelsea Medical Pty Ltd ( Chelsea Medical ) to assist in the process of commercialising OMI Sharpsafe[TM] . Of particular significance is the fact that Chelsea Medical employs Mr Bruce Keene, the original founder of the Company and principal architect of the OMI Sharpsafe[TM] . Chelsea Medical also employs Mr Glenn Smith, who, as a former employee of the Company, brings significant experience in the development of domestic and offshore markets for medical products such as OMI Sharpsafe[TM] .

Further details of the proposed services agreement with Chelsea Medical are outlined in section 6(d). It is intended that the services agreement be executed by the Company following implementation of the Proposal.

(c) Patents previously held by the Company

On or about 19 April 2010 and 21 April 2010, the Deed Administrators entered into asset sale agreements with Southmedic Incorporated and Just Innovative Layouts Pty Ltd respectively in relation to the transfer of certain patents held by the Company pertaining to a surgical scalpel with a retractable guard and a safety syringe respectively.

(d) Services agreement with Chelsea Medical Pty Ltd

Subject to the implementation of the Proposal, the Company and Chelsea Medical proposes to enter into a services agreement whereby Chelsea Medical will provide services to the Company, in particular in relation to the commercialisation of United States Patent 7104400, such as:

• (i) marketing intelligence;

• (ii) assistance, research and commercialisation of the Company’s patents and intellectual property;

• (iii) arrange the manufacturing logistics and negotiations with the manufacturer of medical devices and pharmaceutical products;

• (iv) prepare drawings and diagrams for the Products and the design of moulds for the products;

Page 10

• (v) provide assistance in obtaining any FDA Clearance or TGA Approvals that may be required for the products;

• (vi) marketing of the products through wholesale channels; and

• (vii) assist and advise in relation to strategies for the distribution of the products.

As consideration for Chelsea Medical providing the services, the Company will pay an Initial Fee of $50,000 plus GST, and a Minimum Monthly Fee of $2,000 plus GST paid each month.

The agreement also contemplates that within 3 months of the agreement, the Company and Chelsea Medical will negotiate the following agreements:

• (viii) a distribution arrangement whereby the Company may appoint Chelsea Medical to act as a distributor for the products; and

• (ix) a product development agreement whereby the Company may appoint Chelsea Medical to further develop the products.

The Company anticipates that the services agreement with Chelsea Medical Pty Ltd, together with the subsequent a distribution arrangement and product development agreement, will enable the Company to pursue its business objectives and the commercialisation of its products.

7. Reinstatement to Quotation

Subject to the Resolutions being passed at the General Meeting, the Company intends to seek reinstatement of quotation of its Shares on the ASX and the Company will therefore need to satisfy the requirements of the ASX Listing Rules. ASX has absolute discretion in reinstating the Company’s Shares to official quotation and the ASX and the Company give no guarantee that reinstatement will occur.

8. Summary

Shareholders should take into consideration the current financial status of the Company when deciding on the Resolutions set out in this Notice of General Meeting. In particular, Shareholders are reminded that the Company has been suspended from quotation on the ASX since 1 October 2009. The Company requires sufficient recapitalisation to continue its operations and re-quotation of its Shares on the ASX. Shareholders are encouraged to give careful considerations to the Resolutions contained in the Notice of General Meeting and the contents of the Explanatory Notes.

Page 11

If Shareholders pass all the Resolutions and they are implemented, the Company will be able to discharge its liabilities and will be able to continue with certain business operations. It will also be able to apply for re-quotation of its Shares on the ASX.

The Deed Administrators consider the Proposal a genuine opportunity to allow the Company to continue certain business activities. If the Resolutions are not approved by Shareholders, then the Proposal will not be implemented and the DOCA will be terminated with the company being placed into liquidation. In the event that the Company is liquidated, Shareholders are expected to not receive any return on their investment.

Should shareholders wish to discuss or have any queries regarding the Proposal please contact Andrew McMillian of Patersons Corporate Finance on +61 8 9263 1211.

Yours faithfully,

==> picture [164 x 36] intentionally omitted <==

Terrance John Rose and David Michael Stimpson

Joint Deed Administrators of Occupational & Medical Innovations Limited (Subject to Deed of Company Arrangement) (ACN 091 192 871)

Page 12

3. NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Occupational & Medical Innovations Limited (Subject to Deed of Company Arrangement) (ACN 091 192 871) ( Company ) will be held at the Brisbane Polo Club, Kingston Room, 1 Eagle Street, Brisbane, Queensland on Monday, 26 July 2010 at 11.00am AEST.

The Explanatory Notes to the Notice of General Meeting set out further information on the matters to be considered in relation to the Resolutions. The Explanatory Notes and the Proxy Form are part of this Notice of General Meeting.

BUSINESS

Please note the implementation of the Proposal is dependant on the passing of Resolutions 1, 2 and 3 in this Notice of General Meeting. Should one or more of Resolutions 1, 2 or 3 not be approved by Shareholders, the Proposal will not be implemented.

To consider, and if thought fit, approve the following Resolutions as ordinary resolutions by Shareholders:

1. Consolidation of Shares on an one for five basis

‘That, pursuant to section 254H of the Corporations Act, approval be given to consolidate all the Shares of the Company, being 45,286,974 Shares, on an one for five basis, leaving the Company with approximately 9,057,394 Shares (subject to rounding up to the nearest whole Share), on the terms and conditions set out in the Explanatory Notes.’

2. Issue of 60,000,000 Shares together with 60,000,000 free attaching Options (Tranche 1 Placement)

‘That, for the purpose of ASX Listing Rule 7.1, approval be given in respect of the issue of 60,000,000 Shares at an issue price of $0.0025 per Share together with 60,000,000 free attaching Options exercisable at $0.005 per Option on or before 31 December 2013 (both issues being on a post-Consolidation basis), to raise $150,000, on the terms and conditions set out in the Explanatory Notes. ’

3. Issue of up to 480,000,000 Shares (Tranche 2 Placement)

‘That, for the purpose of ASX Listing Rule 7.1, approval be given in respect of:

• (a) the issue of 330,000,000 Shares at an issue price of $0.005 per Share to raise $1,650,000; and

• (b) oversubscriptions of up to 150,000,000 Shares at an issue price of $0.005 per Share to raise up to a further $750,000,

Page 13

(both issues on a post-Consolidation basis) on the terms and conditions set out in the Explanatory Notes.’

4. Election of Mr Terry Cuthbertson

‘That, Mr Terry Cuthbertson, being eligible and having offered himself for election, be elected as a Director of the Company.’

5. Election of Mr Gary Stewart

‘That, Mr Gary Stewart, being eligible and having offered himself for election, be elected as a Director of the Company.’

6. Election of Mr Michael Doery

‘That, Mr Michael Doery, being eligible and having offered himself for election, be elected as a Director of the Company.’

7. Removal of Mr David Shirley

“That, in accordance with rule 15.6 of the Company’s constitution, Mr David Shirley be removed from office as a Director of the Company with effect from closure of the General Meeting.”

To consider, and if thought fit, approve the following Resolution as a special resolution by Shareholders:

8. Change of Company name

‘That, approval be given to change the name of the Company to “OMI Holdings Limited”.’

==> picture [164 x 36] intentionally omitted <==

Terrance John Rose and David Michael Stimpson

Joint Deed Administrators of Occupational & Medical Innovations Limited (Subject to Deed of Company Arrangement) (ACN 091 192 871)

Page 14

4. EXPLANATORY NOTES

These Explanatory Notes have been prepared to assist Shareholders in understanding the Resolutions to be put to them at the forthcoming General Meeting of Occupational & Medical Innovations Limited (Subject to Deed of Company Arrangement) (ACN 091 192 871) ( Company ), which will be held at the Brisbane Polo Club, Kingston Room, 1 Eagle Street, Brisbane, Queensland on Monday, 26 July 2010 at 11.00am AEST.

The Notice of General Meeting should be read in conjunction with these Explanatory Notes as these Explanatory Notes contain important information on the proposed Resolutions.

Please note the implementation of the Proposal is dependant on the passing of Resolutions 1, 2 and 3 in this Notice of General Meeting. Should one or more of Resolutions 1, 2 or 3 not be approved by Shareholders, the Proposal will not be implemented.

1. RESOLUTION 1 – CONSOLIDATION OF SHARES ON A ONE FOR FIVE BASIS

1.1. Approval

Approval is sought to consolidate the Company’s share capital on a one for five basis. If Resolution 1 is passed, the number of Shares the Company will have on issue will be reduced from 45,286,974 to approximately 9,057,394 (subject to rounding up to the nearest whole Share).

The Company’s most recent Appendix 3B lodged with the ASX on 20 August 2009 stated that the Company had 45,752,493 Shares on issue. Following reconciliation with the Company’s share registry, Computershare Investor Services Pty Limited, the actual number of Shares the Company has on issue is 45,286,974. The inconsistency in the number of Shares on issue was caused by an administrative error. The Company confirms that it has not undertaken a buyback, cancellation of Shares or any other act resulting in a reduction of the number of Shares on issue.

1.2. Reason for Seeking Approval

Under section 254H of the Corporations Act, a company may, by resolution passed in a general meeting, convert any or all of its shares into larger or smaller parcels. Approval is now sought pursuant to this section.

1.3. Effect of Consolidation

The effect of the Consolidation is set out in the Letter to the Shareholders under section 2.4 of this Notice of General Meeting.

Page 15

1.4. Holding statements

All holding statements will cease to have effect from the date of Consolidation other than as evidence of a Shareholder’s entitlement to a particular Share parcel following Consolidation. Once the Consolidation has been implemented, the Company will arrange for new holding statements to be issued to every eligible Shareholder. It is the responsibility of each Shareholder to check the number of Shares held prior to their disposal.

1.5. Fractional entitlement

Where a Shareholder’s parcel cannot be evenly divided by five thereby causing a fractional entitlement, the Company will round that fraction up to the nearest whole Share.

1.6. Indicative timetable

If Resolution 1 is passed, Consolidation will take effect in accordance with the following indicative timetable (as set out in paragraph 5 of Appendix 7A of the ASX Listing Rules).

Event	Date – 2010
Company dispatches Notice of General Meeting and announces	25 June
Consolidation
Company informs ASX that Shareholders have approved	26 July
Consolidation
Last day for trading in pre-consolidated Shares	27 July
Trading in the Consolidated Shares on a deferred settlement basis	28 July
commences
Company to:	5 August
(a) dispatch notice to Shareholders informing of Consolidation;
(b) issue new holding statements to Shareholders; and
(c) register Shares on a post-Consolidation basis.
Despatch date. Deferred settlement market ends.	12 August

1.7. Taxation

There should not be any taxation implications for Shareholders arising from the Consolidation. However, as individual circumstances will vary, Shareholders are strongly advised to seek their own independent advice on the taxation effects of Consolidation. The Company, the Deed Administrators and their advisors do not accept responsibility for any taxation consequences that may arise for any Shareholder as a result of Consolidation.

Page 16

2. RESOLUTION 2 - TRANCHE 1 PLACEMENT

2.1. Approval

In accordance with ASX Listing Rule 7.1, approval is sought for the issue of:

• (a) 60,000,000 Shares at an issue price of $0.0025 per Share; together with

• (b) 60,000,000 free attaching Options exercisable at $0.005 per Option on or before 31 December 2013,

to raise $150,000, where both issues are to occur following the Consolidation proposed under Resolution 1.

It is the present intention of Patersons Securities Limited ( Patersons ) or its nominees to subscribe for all the Shares (together with the free attaching Options) to be issued under the Tranche 1 Placement. It is not known at this time whether Patersons or nominee will increase their relevant interest in the Company from 20% or below to more than 20%. If it is proposed that a nominee’s relevant interest will exceed the 20% threshold, Shareholder approval pursuant to Chapter 6 of Corporations Act will be sought.

In addition, Shareholders should also note that it is the present intention of Sun Biomedical to participate in the Tranche 1 Placement. To this end, as part of the Tranche 2 Placement, Sun Biomedical may at its election seek repayment of the loan funds advanced by Sun Biomedical to the Company via a debt for equity conversion.

2.2. Reason for Seeking Approval

Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval in any 12 month period up to 15% of its issued securities.

If Resolution 2 is passed, the Company will issue the Shares and Options pursuant to the Tranche 1 Placement within 3 months of the General Meeting (or a longer period if permitted by the ASX), without using the Company’s 15% placement capacity.

The information required under ASX Listing Rule 7.3 in connection with Resolution 2 is detailed below.

2.3. Number of Securities

The number of securities for which Shareholder approval is being sought is 60,000,000 Shares and 60,000,000 Options.

Page 17

2.4. Date of Issue

The Shares and Options will be issued within 3 months of the General Meeting.

2.5. Consideration

The Shares (together with the free attaching Options) will be issued at an issue price of $0.0025 per Share.

2.6. Allotment

The Shares will be issued pursuant to a Prospectus to be lodged with ASIC by the Company following this General Meeting. The Company, in conjunction with Patersons, will issue the Shares and Options to sophisticated and professional investors who are clients of Patersons or who have otherwise been identified to the Company. Sun Biomedical may also participate in the Tranche 1 Placement.

2.7. Terms of the Securities Issued

The Shares to be issued will rank equally with the Company’s Shares on issue.

The Options to be issued will have an exercise price of $0.005 per Option, exercisable on or before 31 December 2013. Full terms of the Options are annexed this Notice of General Meeting at ‘Annexure A’.

2.8.

Use of Funds

The funds will be used by the Company in the manner set out in the Letter to Shareholders under section 2.5 of this Notice of General Meeting.

2.9. Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2 by:

• a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary security, if the Resolution is passed; and

• an associate of a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary security, if the Resolution is passed.

Page 18

However the Company need not disregard a vote if:

• 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

• it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – TRANCHE 2 PLACEMENT

3.1. Approval

In accordance with ASX Listing Rule 7.1, approval is sought for the issue of up to 480,000,000 Shares as follows:

• (a) the issue of 330,000,000 Shares at an issue price of $0.005 per Share to raise $1,650,000; and

• (b) the issue of up to 150,000,000 Shares at an issue price of $0.005 per Share to raise up to a further $750,000.

The issue of these Shares is to occur following the Consolidation proposed under Resolution 1. Of the amount raised, $115,000 will be paid to the creditors’ pool under the Creditors’ Trust.

3.2. Reason for Seeking Approval

Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval in any 12 month period up to 15% of its issued securities.

If Resolution 3 is passed, the Company will issue the Shares pursuant to the Tranche 2 Placement within 3 months of the General Meeting (or a longer period if permitted by the ASX), without using the Company’s 15% placement capacity.

The information required under ASX Listing Rule 7.3 in connection with Resolution 3 is detailed below.

3.3.

Number of Securities

The number of securities for which Shareholder approval is being sought is up to 480,000,000 Shares.

Page 19

3.4. Date of Issue

The Shares will be issued within 3 months of the General Meeting.

3.5. Consideration

The Shares will be issued at an issue price of $0.005 per Share.

3.6. Allotment

The Shares will be issued pursuant to a Prospectus to be lodged with ASIC by the Company following this General Meeting. Under the Prospectus the Directors reserve the right, in conjunction with Patersons, to issue the full amount of Shares applied for by an applicant, to issue any lesser number or to decline any application. Sun Biomedical may also participate in the Tranche 2 Placement as part of the conversion of the loan funds advanced by Sun Biomedical to the Company into Shares.

3.7. Terms of the Securities Issued

The Shares to be issued will rank equally with the Company’s Shares on issue.

3.8. Use of Funds

The funds will be used by the Company in the manner set out in the Letter to Shareholders under section 2.5 of this Notice of General Meeting.

3.9. Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by:

• a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary security, if the Resolution is passed; and

• an associate of a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary security, if the Resolution is passed.

However the Company need not disregard a vote if:

• 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

Page 20

• it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – ELECTION OF MR TERRY CUTHBERTSON

Resolution 4 proposes the election of Mr Terry Cuthbertson as a Director of the Company in accordance with the Company’s Constitution, effective from the close of this General Meeting.

Mr Cuthbertson is currently Chairman of Sun Biomedical, Montec International Limited, Austpac Resources N.L., My Net Fone Limited, S2 Net Limited, South American Iron & Steel Corporation Limited and Mint Wireless Limited.

He was formerly a partner of KPMG Corporate Finance and New South Wales Partner in Charge of Mergers and Acquisitions where he coordinated government privatisation, mergers, acquisitions and divesture activities and public offerings on the ASX for the New South Wales practice.

Prior to this, he was the Group Finance Director of Tech Pacific Holding Limited, which was the one of the largest information technology distributors in Asia with a turnover in 1999 of $2 billion, and was a Director for Tech Pacific Limited‘s businesses in China, Hong Kong, Singapore, India, Philippines, Indonesia and Thailand.

5. RESOLUTION 5 – ELECTION OF MR GARY STEWART

Resolution 5 proposes the election of Mr Garry Stewart as a Director of the Company in accordance with the Company’s Constitution, effective from the close of this General Meeting.

Mr Stewart is currently a non-executive Director of Sun Biomedical, company secretary of ASX-listed Mint Wireless Limited and has been Director of public listed companies both in Australia and the United States. Mr Stewart is also a solicitor of the Supreme Court of New South Wales and practices as a Corporate Lawyer with Churchill Lawyers in Sydney, where he advises and works for a number of public listed companies in Australia.

6. RESOLUTION 6 – ELECTION OF MR MICHAEL DOERY

Resolution 6 proposes the election of Mr Michael Doery as a Director of the Company in accordance with the Company’s Constitution, effective from the close of this General Meeting.

Mr Michael Doery was most recently Chief Executive Officer and Managing Director of the ASX-listed Service Stream Limited, Chairman of the Australian Drug Foundation and

Page 21

President of the Point Lonsdale Surf Lifesaving Club. His other engagements have included Directorship roles at Bill Express Limited and Star Services International Pty Ltd.

Prior to this, Mr Doery has 24 years experience at KPMG, including 14 years as a partner. His experience includes capital raisings, mergers and acquisitions, risk management, change management, corporate governance and general management. Mr Doery holds a Bachelor of Financial Administration from the University of New England and is Fellow of the Institute of Chartered Accountants.

7. RESOLUTION 7 – REMOVAL OF MR DAVID SHIRLEY

Resolution 7 proposes the removal of Mr David Shirley as a Director of the Company in accordance with Rule 15.6 of the Company’s Constitution, effective from the close of this General Meeting.

It was proposed under the DOCA that the existing Directors of the Company resign or be removed by resolution as Directors of the Company. Following discussions it has been agreed with the proposed incoming directors that Mr Michael Brooks will remain as a Director of the Company. Two other Directors of the Company, Mrs Elaine Brooks and Mr Donald Mackenzie, have tendered their resignations as Directors, effective immediately following approval of Resolutions 4, 5 and 6.

8. RESOLUTION 8 – CHANGE OF COMPANY NAME

Approval is sought to change the Company name from ‘Occupational & Medical Innovations Limited’ to ‘OMI Holdings Limited’. The Company considers that a change of the Company's name is appropriate to signify the commencement of a new phase in the company's operations, with a new Board, management and corporate strategy.

As a special resolution, Resolution 8 must be passed by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

Page 22

5. DICTIONARY

In this Notice of General Meeting, unless otherwise indicated by the context:

• (a) $ means Australian dollar;

• (b) AEST means Australian Eastern Daylight Time;

• (c) ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires;

• (d) ASX Listing Rules means the listing rules of the ASX;

• (e) Company means Occupational & Medical Innovations Limited (subject to Deed of Company Arrangement) (ACN 091 192 871);

• (f) Consolidation means the consolidation of the Company’s share capital the subject of Resolution 1;

• (g) Constitution means the Company’s constitution;

• (h) Corporations Act means the Corporations Act 2001 (Cth) as amended from time;

• (i) Creditors Trust means the deed of trust entered into by the Company, and the Deed Administrators on 6 May 2010;

• (j) Deed Administrators means Terrance John Rose and David Michael Stimpson;

• (k) Director means a director of the Company from time to time and Directors has a corresponding meaning;

• (l) DOCA means the Deed of Company Arrangement entered into by the Company, Sun Biomedical and the Deed Administrators on 6 May 2010;

• (m) Explanatory Notes means the explanatory notes that accompanies this Notice of General Meeting;

• (n) General Meeting means the meeting convened by this Notice of General Meeting;

• (o) Notice of General Meeting means this notice of general meeting including the Explanatory Notes, Proxy Form and Annexure A;

Page 23

• (p) Option means an option to acquire a Share;

• (q) Patersons means Patersons Securities Limited (ACN 008 896 311);

• (r) Proposal means the proposal put forward by Sun Biomedical to restructure and recapitalise the Company on the terms summarised in the Letter to Shareholders under section 2 of this Notice of General Meeting;

• (s) Proxy Form means the proxy form that accompanies the Notice of General Meeting;

• (t) Resolution means a resolution set out in the Notice of General Meeting and Resolutions has a corresponding meaning;

• (u) Share means a fully paid ordinary share of the Company and Shares has a corresponding meaning;

• (v) Shareholder means a holder of Share or Shares and Shareholders has a corresponding meaning;

• (w) Sun Biomedical means Sun Biomedical Limited (ACN 001 285 230);

• (x) Tranche 1 Placement means the placement of Shares and Options the subject of Resolution 2; and

• (y) Tranche 2 Placement means the placement of Shares the subject of Resolution 3.

Page 24

ANNEXURE A

TERMS OF OPTIONS

Interpretation

• (z) ASX means ASX Limited (ACN 008 624 691);

• (aa) Board means the board of directors of the Company;

• (bb) Business Day means a day not being a Saturday, Sunday or public holiday, on which banks are generally open for business in Victoria;

• (cc) Company means Occupational & Medical Innovations Limited (ACN 091 192 871);

• (dd) Corporations Act means the Corporations Act 2001 (Cth) as amended from time;

• (ee) Listing Rules means the official listing rules of the ASX;

• (ff) Official List has the meaning given to that term in the Listing Rules;

• (gg) Option and Options means the options to be issued to the Optionholder on the terms detailed in these Terms of Options;

• (hh) Quotation has the meaning given to that term in the Listing Rules;

• (ii) Shareholder and Shareholders means a person who owns Shares in the capital of the Company, notwithstanding that those Shares may not be fully paid;

• (jj) Shares means fully paid ordinary shares in the capital of the Company;

1. Entitlement

• 1.1. Each Option entitles the Optionholder to subscribe for, and be allotted, one ordinary Share in the capital of the Company.

• 1.2. Shares issued on the exercise of Options will rank equally with all existing Shares on issue, as at the exercise date, and will be subject to the provisions of the Constitution of the Company and any escrow restrictions imposed on them by the ASX.

2. Exercise of Option

• 2.1. The Options are exercisable at any time from the date of issue.

Page 25

• 2.2. The final date and time for exercise of the Options is 5pm (AEST) on 31 December 2013. If such date falls on a day that is not a Business Day, the final date will be the next Business Day.

• 2.3. The exercise price of each Option is $0.005.

• 2.4. Each Option is exercisable by the Optionholder signing and delivering a notice of exercise of Option together with the exercise price in full for each Share to be issued upon exercise of each Option to the Company’s Share Registry.

• 2.5. Remittances must be made payable to ‘Occupational & Medical Innovations Limited’ and cheques should be crossed ‘Not Negotiable’.

• 2.6. All Options will lapse on the earlier of the:

• (a) receipt by the Company of notice from the Optionholder that the Optionholder has elected to surrender the Option; and

• (b) expiry of the final date and time for exercise of the Option as set out in paragraph 2.2.

• 2.7. In the event of liquidation of the Company, all unexercised Options will lapse.

3. Quotation

• 3.1. The Company will not apply to the ASX for Official Quotation of the Options.

• 3.2. If the Shares of the Company are quoted on the ASX, the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any Options within 10 Business Days (as defined in the Listing Rules) of issue. The Company gives no assurance that such quotation will be granted.

4. Participation in Securities Issues

Subject to paragraph 5 below, the holder is not entitled to participate in new issues of securities without exercising the Options.

5. Participation in a Reorganisation of Capital

• 5.1. In the event of any reconstruction or reorganisation (including consolidation, sub-division, reduction or return of the capital of the Company), the rights of an Optionholder will be changed in accordance with the Listing Rules of the ASX applying to a restructure or reorganisation of the capital at the time of that restructure or reorganisation, provided

Page 26

always that the changes to the terms of the Options do not result in any benefit being conferred on the Optionholder which is not conferred on Shareholders of the Company.

• 5.2. In any reorganisation as referred to in paragraph 5.1, Options will be treated in the following manner:

• (a) in the event of a consolidation of the share capital of the Company, the number of Options will be consolidated in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;

• (b) in the event of a subdivision of the share capital of the Company, the number of Options will be subdivided in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;

• (c) in the event of a return of the share capital of the Company, the number of Options will remain the same and the exercise price will be reduced by the same amount as the amount returned in relation to each ordinary share;

• (d) in the event of a reduction of the share capital of the Company by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled the number of Options and the exercise price of each Option will remain unaltered;

• (e) in the event of a pro-rata cancellation of shares in the Company, the number of Options will be reduced in the same ratio as the ordinary share capital of the Company and the exercise price of each Option will be amended in inverse proportion to that ratio; and

• (f) in the event of any other reorganisation of the issued capital of the Company, the number of Options or the exercise price or both will be reorganised (as appropriate) in a manner which will not result in any benefits being conferred on the Optionholder which are not conferred on shareholders.

6. Adjustments to Options and Exercise Price

• 6.1. Adjustments to the number of Shares over which Options exist and/or the exercise price may be made as described in paragraph 6.2 to take account of changes to the capital structure of the Company by way of pro-rata bonus and cash issues.

• 6.2. The method of adjustment for the purpose of paragraph 6.1 shall be in accordance with the Listing Rules of the ASX from time to time, which, under Listing Rules 6.22.2 and 6.22.3, currently provide:

Page 27

(a) Pro Rata Cash Issues

Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the exercise price of an Option may be reduced according to the following formula:

O’ = O – E[P-(S+D)] N + 1

where:

• O’ = the new exercise price of the Option.

• O = the old exercise price of the Option.

• E = the number of underlying securities into which one Option is Exercisable.

• P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price for a security under the pro-rata issue. D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro-rata issue).

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

(b)

Pro-Rata Bonus Issues

If there is a bonus issue to the holders of the underlying securities, on the exercise of any Options, the number of Shares received will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for bonus issues. The exercise price will not change.

7. Takeovers and Schemes of Arrangement

• 7.1. If during the currency of any Options and prior to their exercise a takeover offer or a takeover announcement (within the meaning of the Corporations Act) is made to holders of Shares then within 10 Business Days after the Company becomes aware of the offer, the Company must forward a notice notifying the Optionholder of the offer and from the date of such notification, the Optionholder has 60 days within which to exercise the Options notwithstanding any other terms and conditions applicable to the Options or arrangement. If the Options are not exercised within 60 days after notification of the offer, the Options may be exercised at any other time according to their terms of issue.

• 7.2. If an offer for shares in the Company is made to Shareholders pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act, the

Page 28

Optionholder will be entitled to exercise Options held by it within the period notified by the Company.

8. Transfers

The Options are freely transferable.

9. Notices

Notices may be given by the Company to the Optionholder in the manner prescribed by the Constitution of the Company for the giving of notices to Shareholders and the relevant provisions of the Constitution of the Company will apply with all necessary modification to notices to be given to the Optionholder.

10. Rights to Accounts

The Optionholder will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meeting of Shareholders, however, if the Optionholder is not a Shareholder, it will not have any right to attend or vote at these meetings.

Page 29

Page Intentionally left Blank

Page 30

Page Intentionally left Blank

Page 31

Page Intentionally left Blank

Page 32