SCIDEV LTD — Proxy Solicitation & Information Statement 2012

Feb 15, 2012

ABN 25 001 150 849

Level 3 2 Elizabeth Plaza North Sydney NSW 2060 Australia P.O. Box 1507 North Sydney NSW 2059 Australia

Phone: 02-9954-7888 Fax: 02-8904-0334 Email: mail@intec.com.au Website: www.intec.com.au ASX code: INL

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (EGM) of the members of Intec Ltd (the Company) will be held at the Company’s Office, Level 3, 2 Elizabeth Plaza, North Sydney on Monday, 19 March 2012 commencing at 10:00am.

BUSINESS

1. Ratification of Previous Issue of Shares under Placement

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

“That for the purposes of Listing Rule 7.4 of the Australian Securities Exchange (ASX), and for all other purposes, the issue by the Company of a placement of 32,472,801 fully paid ordinary shares at $0.015 per share in the Company which raised $487,092, as announced to ASX on 7 February 2012 and set out in the attached Explanatory Notes, is hereby approved.”

2. Approval of Proposed Issue of Shares under Placement

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

“That for the purposes of Listing Rule 7.1 of ASX, and for all other purposes, the issue by the Company of a proposed placement of 36,193,866 fully paid ordinary shares at $0.015 per share in the Company to raise $542,908, as set out in the attached Explanatory Notes, is hereby approved.”

3. Approval of Issue of Shares to a Director – Mr Kieran Rodgers To consider and, if thought fit, to pass the following resolution:

“That, for the purpose of Listing Rule 10.11 and for all other purposes, the Company approves the allotment and issue of 14,666,667 fully paid ordinary shares at $0.015 per share to Kieran G Rodgers to raise $220,000 on the terms and conditions set out in the Explanatory Notes.”

4. To transact any other business brought forward in accordance with the Company’s Constitution.

Further information in relation to these resolutions is set out in the attached Explanatory Notes.

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NOTICE OF EXTRAORDINARY GENERAL MEETING (Continued)

Voting Exclusion Statements

In respect of Resolution 1, the Company will disregard any votes cast on that Resolution by the person, and associates of that person, being the persons who participated in the first placement, and a person who might obtain a benefit, except solely in the capacity of a holder of ordinary securities, and any associates of those persons.

In respect of Resolution 2, the Company will disregard any votes cast on that Resolution by the person, and associates of that person, being the persons who may participate in the proposed placement, and a person who might obtain a benefit, except solely in the capacity of a holder of ordinary securities, and any associates of those persons.

In respect of Resolution 3, the Company will disregard any votes cast on that Resolution by Mr Kieran G Rodgers and any associates of his.

However the Company need not disregard any vote by any such persons on Resolutions 1, 2 and 3 if:

• it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or

• it is cast by any of them who is 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.

General

The shares mentioned in Resolutions 1 to 3 all rank equally in all respects with the existing fully paid ordinary shares in the Company.

With regard to Resolution 3, and in accordance with ASX Listing Rule 7.2, exception 14, if approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

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NOTICE OF EXTRAORDINARY GENERAL MEETING (Continued)

Voting Entitlements

The Company has determined in accordance with regulation 7.11.37 of the Corporations Regulations 2001 that for the purposes of the EGM (including voting), shares will be taken to be held by those persons recorded in the Company’s register as at 7:00pm (Sydney time) on Friday, 16 March 2012.

Proxies

A shareholder entitled to attend and vote at the EGM is entitled to appoint not more than two proxies, who need not be members of the Company. Where more than one proxy is appointed, each proxy should be appointed to represent a specified percentage or specified number of the shareholder’s voting rights.

If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half the votes. Fractions of votes will be disregarded. A Proxy Form accompanies this Notice of EGM. To be valid, online proxy voting or the completed Proxy Form must be submitted by no later than 10:00 am (Sydney time) on Saturday, 17 March 2012 using one of the following methods:

Vote Online at: www.boardroomlimited.com.au/vote/intecegm2012

Deliver the Proxy Form to the office of the Company’s Share Registry, Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000;

Mail the Proxy Form to: Share Registry - Boardroom Pty Limited, GPO Box 3993, Sydney, NSW 2001, Australia; or

Fax the Proxy Form to 1300 653 459 (within Australia) or to +61 2 9290 9655 (outside Australia)

Further directions for the proper completion of the Proxy Form are set out in the Proxy Form.

Dated at Sydney this 14th day of February 2012.

BY ORDER OF THE BOARD

Robert J Waring

Company Secretary

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EXPLANATORY NOTES

These explanatory notes set out information in connection with the business to be considered at the Intec Ltd Extraordinary General Meeting.

BUSINESS

The following items of ordinary business will be considered at the meeting.

ASX Listing Rule 7.1 allows the Company to issue a maximum of 15% of its expanded capital in any 12-month period without requiring shareholder approval. ASX Listing Rules 7.3 and 7.4 allow the Company to seek the approval of shareholders for issues made under Listing Rule 7.1.

Resolution 1

Ratification of Previous Issue of Shares under Placement

The Company previously issued 32,472,801 fully paid ordinary shares in the capital of the Company to a small number of sophisticated and professional investors to whom disclosure under Part 6D.2 of the Corporations Act is not required, as announced to the ASX on 7 February 2012, at an issue price of $0.015. The issue raised $487,092 for general working capital purposes. The issue was not in breach of Listing Rule 7.1 and has not previously been approved by the shareholders of the Company. Resolution 1 calls for shareholder approval and ratification of the issue pursuant to ASX Listing Rule 7.4 so that the Company refreshes its capacity to issue up to 15% of its issued ordinary capital, if required, in the next 12 months without first requiring shareholder approval for those future issues. The shares issued rank equally in all respects with all existing ordinary shares previously issued by the Company.

Resolution 2

Approval of Proposed Issue of Shares under Placement

The Company proposes to issue up to 36,193,866 fully paid ordinary shares in the capital of the Company to a small number of sophisticated and professional investors, including clients of Taylor Collison Limited, to whom disclosure under Part 6D.2 of the Corporations Act is not required, at an issue price of $0.015. The issue will raise up to $542,908 for general working capital purposes. The issue has not previously been approved by the shareholders of the Company. Resolution 2 calls for shareholder approval of the proposed issue pursuant to ASX Listing Rule 7.1. The shares will rank equally in all respects with all existing ordinary shares previously issued by the Company. The issue date of the shares will be no later than three months from the date of the meeting, or such other date as ASX may permit.

Resolution 3

Approval of Issue of Shares to a Director – Mr Kieran Rodgers

Subject to shareholder approval of Resolution 2, it is proposed that Mr Kieran G Rodgers, Managing Director of the Company, will participate in the proposed placement on the same terms as mentioned above in Resolution 2. Mr Rodgers will be subscribing for up to 14,666,667 shares at the issue price of $0.015 per share to raise $220,000 and these funds will be used for general working capital purposes. The share price at the date of this Notice is $0.015, and this compares to a share price high of $0.022 and a low of $0.015 in the month leading up to this Notice. The shares will be issued to the Director within one month of the meeting i.e. prior to 19 April 2012.

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Intec Ltd ABN 25 001 150 849

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FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE

(within Australia) 1300 653 459 (outside Australia) +61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.00am Saturday, 17 March 2012

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

Reference Number:

Please note it is important you keep this confidential

TO VOTE ONLINE

STEP 1 : VISIT www.boardroomlimited.com.au/vote/intecegm2012 STEP 2: Enter your holding/Investment type STEP 3: Enter your SRN/HIN and VAC:

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

• (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your

proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

STEP 3 Sign the Form

The form must be signed

In the spaces provided you must sign this form as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10.00am on Monday, 19 March 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL Share Registry – Boardroom Pty Limited, GPO Box 3993 Sydney NSW 2001 Australia

BY FAX 1300 653 459 (within Australia)

• +61 2 9290 9655 (outside Australia)

IN PERSON Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Vote online at:

www.boardroomlimited.com.au/vote/intecegm2012 or turnover to complete the Form 

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STEP 1 - Appointment of Proxy

I/We being a member/s of Intec Ltd and entitled to attend and vote hereby appoint

	the Chairman of the Meeting (mark with an ‘X’) OR

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

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 at the Extraordinary General Meeting of Intec Ltd to be held at Level 3, 2 Elizabeth Plaza, North Sydney NSW 2060 on Monday, 19 March 2012 at 10.00am and at any adjournment of that meeting, to act 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.

If you do not wish at all to direct your proxy how to vote, please place a mark in this box.

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

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

The Chairman of the meeting intends to vote undirected proxies in favour of all resolutions set out in the Notice of Meeting.

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions

STEP 2- Voting d	STEP 2- Voting d	irections to your Proxy– please markto indicate your directio	ns	ns	ns
Ordinary Business			For			Against			Abstain*
Resolution	1	Ratification of Previous Issue of Shares under Placement
Resolution	2	Approval of Proposed Issue of Shares under Placement
Resolution	3	Approval of Issue of Shares to a Director – Kieran Rodgers

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / /2012