SOMNOMED LIMITED — Proxy Solicitation & Information Statement 2007

Oct 18, 2007

All correspondence to: Registries Limited P O Box R67 Royal Exchange, Sydney NSW 1223 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registriesltd.com.au registries@registriesltd.com.au

Mark this box with an 'X' if you are Issuer Sponsored and want to make any changes to your address details (see reverse)

Appointment of Proxy

If appointing a proxy to attend the General Meeting on your behalf, please complete the form and submit it in accordance with the directions at the bottom of the page.

I/We being a shareholder/shareholders of SomnoMed Limited pursuant to my/our right to appoint not more than two proxies, appoint

-The Chairman of the Meeting (mark with an "X") OR Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting. or failing him/her Write here the name of the other person you are appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting to be held at the Melaluca Room, Level 1, 151 Clarence St, Sydney, NSW 2000 on Friday 30th November 2007 at 11am and at any adjournment of that meeting.

This proxy is to be used in respect of % of the ordinary shares I/we hold.

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of a particular resolution 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 Chair 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 Chair intends to vote 100% of all open proxies in favour of the resolutions.

Voting directions to your proxy – please mark to indicate your directions

RESOLUTION			Against	Abstain*
	1. Approval to issue 10,526,316 shares under a Placement to Atlas Ventures (Nominee)Pty Limited
	2. Approval to issue 26,315,790 shares under a Placement to E.L. & C. BaillieuStockbroking Ltd
	3. Approval to issue 13,157,895 shares under a Placement to Carnethy Investments PtyLimited
	4. Approval to issue 26,315,790 shares under a Placement to Dottie Investments PtyLimited
	5. Approval to issue 21,052,632 shares under a Placement to Ginga Pty Limited
	6. Approval to issue 26,315,790 shares under a Placement to Golden Words Pty Limited
	7. Approval to issue 5,263,158 shares under a Placement to Indubilla Pty Limited
	8. Approval to issue 15,789,474 shares under a Placement to M F Custodians Limited
	9. Approval to issue 13,157,895 Shares under a Placement to IP Capital Strategies PtyLimited.
* 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.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3

Sole Director & Sole Secretary	Director	Director / Company Secretary

Dated this day of 2007

Contact Name Contact Business Telephone / Mobile

INSTRUCTIONS FOR COMPLETING PROXY FORM

• 1. Your pre-printed name and address is as it appears on the share register of SomnoMed Limited. If you are Issuer Sponsored and this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. Securityholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
• 1. Completion of a proxy form will not prevent individual shareholders from attending the General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Annual General Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Annual General Meeting.
• 1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.
• 1. A proxy need not be a shareholder of the Company.
• 1. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
• 1. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate "Certificate of Appointment of Corporate Representative" should be produced for admission to the Meeting. Previously lodged "Certificates of Appointment of Corporate Representative" that do not appoint a standing Corporate Representative will be disregarded by the Company.
• 1. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Annual General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

8. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney:	If you are signing under a Power of Attorney, you must lodge an original or certifiedphotocopy of the appropriate Power of Attorney with your completed Proxy Form.
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 nothave a Company Secretary, a Sole Director can also sign alone.
	Otherwise this form must be signed by a Director jointly with either another Directoror a Company Secretary. Please indicate the office held by signing in the appropriateplace.

9. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 11.00am on 28th November 2007 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries	Registries LimitedLevel 228 Margaret StreetSydney NSW 2000
Postal address:	Registries LimitedPO Box R67Royal Exchange NSW 1223
Fax number:	(02) 9279 0664