Admedus : Notice of Annual General Meeting

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 (0)8 9266 0100

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Notice is hereby given that an annual general meeting of shareholders of Admedus Ltd (Company) will be held at Rydges South Bank Brisbane, 9 Glenelg Street, South Brisbane, Queensland on 10 November 2016 at 11am (Brisbane time) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company on 8 November 2016 at 11am (Brisbane time).

Terms and abbreviations used in this Notice, including the Explanatory Memorandum are defined in Schedule 1.

1. Annual Report

   To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2016, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2. Resolution 1 - Adoption of Remuneration Report

   To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

   "That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."

   Voting Exclusion

   A vote on this Resolution must not be cast:

3. by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or

4. by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

   However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

5. the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or

6. the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

7. Resolution 2 - Appointment of Auditor

   To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

   "That, pursuant to and in accordance with section 327B of the Corporations Act and for all other purposes, HLB Mann Judd (WA Partnership), having consented to act as the Company's auditor, is appointed as the Company's auditor on the terms and conditions in the Explanatory Memorandum."

8. Resolution 3 - Election of Mr Mathew Ratty as Director

   To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

   "That, pursuant to and in accordance with Listing Rule 14.4, article 15.5 of the Constitution and for all other purposes, Mathew Ratty, Director, who was appointed as a Director on 27 May 2016, retires and being eligible for re-election pursuant to article 15.3 of the Constitution is elected as a Director on the terms and conditions in the Explanatory Memorandum."

9. Resolution 4 - Re-election of Mr John Seaberg as Director

   To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

   "That, pursuant to and in accordance with article 15.2 of the Constitution and for all other purposes, Mr John Seaberg, Director, retires and being eligible for re-election pursuant to articles 15.2 and 15.3 of the Constitution is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

10. Resolution 5 - Ratification of First December Placement

    To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

    "That for the purposes of Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 10,500,000 Shares at an issue price of

    $0.66 per Share and 5,250,000 Warrants issued for nil cash consideration on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by any person who participated in the First December Placement and any associates of that person (or those persons), unless:

11. it is cast by the person as proxy for a person who is entitled to vote (in accordance with directions on the Proxy Form); or

12. it is cast by the Chairman 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).

13. Resolution 6 - Ratification of Second December Placement

    To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

    "That for the purposes of Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 760,000 Shares at an issue price of $0.66 per Share and 380,000 Warrants issued for nil cash consideration on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by any person who participated in the Second December Placement and any associates of that person (or those persons), unless:

14. it is cast by the person as proxy for a person who is entitled to vote (in accordance with directions on the Proxy Form); or

15. it is cast by the Chairman 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).

16. Resolution 7 - Ratification of July Placement

    To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

    "That for the purposes of Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 30,303,031 Shares at an issue price of

    $0.33 per Share and on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    The Company will disregard any votes cast on this Resolution by any person who participated in the July Placement and any associates of that person (or those persons), unless:

17. it is cast by the person as proxy for a person who is entitled to vote (in accordance with directions on the Proxy Form); or

18. it is cast by the Chairman 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).