NOTICE OF ANNUAL GENERAL MEETING CORDLIFE LIMITED ABN 48 108 051 529 Notice is hereby given that the Annual General Meeting of the Shareholders of CordLife Limited (the Company) will be held on 30 November 2011 simultaneously via video conference at the offices of: Ernst & Young, Video Conferencing Room 5.014, Level 5 Ernst & Young Building, 11 Mounts Bay Road, Perth at 12pm (Eastern Standard Time); and CordLife, 61 Science Park Road, #05-16/17/18, The Galen, Singapore Science Park II Singapore 117525 at 12pm (Singapore time). BUSINESS OF THE MEETING 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the Financial Report of the Company and the Directors Report and the Auditor s Report for the financial year ended 30 June 2011 as set out in the Annual Report. 2. Resolution 1 - Adoption of Remuneration Report (Non Binding Resolution) To consider, and if thought fit, to pass the following resolution as a non binding ordinary resolution: "That the Remuneration Report for the year ended 30 June 2011 as set out in the Annual Report 2011 be adopted". 3. Resolution 2 Re-election of Voiron Chor To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That pursuant to Article 13.3(a)(ii) of the Company's Constitution, the members of the Company approve the re-election of Mr Voiron Chor as a director of the Company, who, pursuant to Article 13.3 of the Company's Constitution is retiring by rotation and being eligible, offers himself for re-election." {00011520} Page 1
4. Resolution 3 Re-election of Mr Kam Yuen To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That pursuant to Article 13.3(a)(i) of the Company's Constitution, the members of the Company approve the re-election of Mr Kam Yuen as a director of the Company, who, pursuant to Article 13.3 of the Company's Constitution is retiring by rotation and being eligible, offers himself for re-election." Voting Exclusion Statement in relation to Resolution 1 In regard to Resolution 1 the Corporations Act 2001 (Cth) (Corporations Act) prohibits key management personnel (KMP) and closely related parties of KMP from voting. A Closely related party is described in the Corporations Act and includes a spouse, dependent and certain other close family members, as well as any companies controlled by the KMP. The Company is required under the Corporations Act to disregard any votes cast (in any capacity) in relation to Resolution 1 by or on behalf of: A member of the KMP (details of whose remuneration are included in the Remuneration Report); and a closely related party of a KMP. However this restriction will not prevent such a person casting a vote on proposed Resolution 1 if the person does so as a proxy appointed in writing where that person specifies how the proxy is to vote on the proposed resolution (and the vote is being cast on behalf of a person who would not themselves be precluded from voting on the resolution). By Order of the Board Andrew Lord Company Secretary 26 October 2011 {00011520} Page 2
ADMISSION TO MEETING Shareholders who will be attending the Annual General Meeting ( AGM ), and who will not be appointing a proxy, are asked to bring the proxy form to the AGM to help speed admissions. Shareholders who do not plan to attend the AGM are encouraged to complete and return the proxy form for each of their holdings of CordLife shares. A replacement proxy form may be obtained from CordLife s external share registrar. Link Market Services Limited Telephone 1300 554 474 +61 (03) 9615 9947 SCRUTINEER CordLife s external auditor, Ernst & Young, will act as scrutineer for any poll that may be required at the meeting. VOTING For the purpose of the AGM, shares will be taken to be held by the persons who are registered as shareholders as at 12pm Eastern Standard Time on 28 November 2011. PROXIES If you are a shareholder entitled to attend and vote you are entitled to appoint a proxy. That proxy need not be a shareholder of the Company. A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the number or proportion of votes that each proxy may exercise, failing which each may exercise half of the votes. If you want to appoint 1 proxy, please fax the form provided. If you want to appoint 2 proxies, please follow the instructions in Appointment of a Second Proxy on the reverse side of the proxy form. CordLife s Constitution provides that, on a show of hands, every person present and qualified to vote shall have 1 vote. If you appoint 1 proxy, that proxy may vote on a show of hands, but if you appoint 2 proxies neither proxy may vote on a show of hands. To be effective the proxy form must be received by Link Market Services Limited, at the address on the enclosed reply paid envelope or by facsimile at the number below, not later than 12pm Eastern Standard Time on 28 November 2010. {00011520} Page 3
Voting Exclusions In regard to Resolution 1 the Corporations Act 2001 (Cth) (Corporations Act) prohibits key management personnel (KMP) and closely related parties of KMP from voting. A Closely related party is described in the Corporations Act and includes a spouse, dependent and certain other close family members, as well as any companies controlled by the KMP. The Company is required under the Corporations Act to disregard any votes cast (in any capacity) in relation to Resolution 1 by or on behalf of: A member of the KMP (details of whose remuneration are included in the Remuneration Report); and a closely related party of a KMP. However this restriction will not prevent such a person casting a vote on proposed Resolution 1 if the person does so as a proxy appointed in writing where that person specifies how the proxy is to vote on the proposed resolution (and the vote is being cast on behalf of a person who would not themselves be precluded from voting on the resolution). {00011520} Page 4
EXPLANATORY MEMORANDUM The purpose of this Explanatory Memorandum (which is included in and forms part of the Notice of Annual General Meeting dated 26 October 2011 is to provide shareholders with an explanation of the resolutions to be proposed and considered at the AGM and to allow shareholders to determine how they wish to vote on those resolutions. 1. Receipt and Consideration of Financial Statements and Reports This item is intended to provide shareholders with an opportunity to raise questions on the reports themselves and on the performance of the Company generally. 2. Resolution 1 - Remuneration Report (Non-binding Resolution) The board submits its Remuneration Report to shareholders for consideration and adoption. This resolution is advisory only and does not bind the Directors of the Company. However, under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on the resolution are voted against adoption of the Remuneration Report at the AGM, and then again at the 2012 AGM, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company (spill resolution). If more than 50% of shareholders vote in favour of the spill resolution, the Company must convene the extraordinary general meeting (spill meeting) within 90 days of the 2012 AGM. All of the directors who were in office when the 2012 Directors Report was approved, other than the Managing Director, will cease to hold office immediately before the end of the spill meeting but may stand for re-election at the spill meeting. Following the spill meeting those persons whose election or re-election as Directors is approved will be the directors of the Company. The Remuneration Report is set out in the Directors Report in the 2011 Annual Report. The Report: Explains the Board's policy for determining the nature and amount of remuneration of executive directors and senior executives of the Company. Discusses the relationship between the Board s remuneration policy and the Company's performance. Sets out the actual remuneration for the financial year ended 30 June 2011 for each director and each member of the company's senior executive management team; and {00011520} Page 5
details and explains any performance hurdles applicable to the remuneration of executive directors and senior executives of the Company. Shareholders will be provided an opportunity to discuss the Remuneration Report at the AGM. The Board unanimously recommends that shareholders vote in favour of Resolution 1. 3. Resolution 2 - Re-election of Mr Voiron Chor as a Director Article 13.3(a)(ii) of the Constitution of the Company provides that at each Annual General Meeting one-third of the Directors, or if their number is not a multiple of 3, then the number nearest to but not exceeding one-third of the Directors must retire from office. Mr Chor was elected to the Board at the Company's Annual General Meeting held on 30 November 2009. In accordance with Article 13.1 of the Constitution of the Company, Mr Chor is due to retire, is eligible for re-election and has submitted himself for re-election at the Annual General Meeting. Mr Chor is an Executive Director of JP Morgan Chase Bank. Prior to that he was a Vice President of Private Wealth Management for Morgan Stanley Asia Limited. He has over 10 years experience in financial investment and research in capital markets. Mr Chor holds a Masters of Finance from RMIT University Melbourne. The Directors (in the absence of Mr Chor) recommend that shareholders vote in favour of the re-election of Mr Chor. 4. Resolution 3 Re-election of Mr Kam Yuen Article 13.3(a)(i) of the Constitution of the Company provides that the no director may hold office for a period in excess of 3 years, or beyond the third annual general meeting following the director s election. Mr Kam was elected to the Board at the Company's Annual General Meeting held on 30 November 2009. In accordance with Article 13.1 of the Constitution of the Company, Mr Kam is due to retire, is eligible for re-election and has submitted himself for re-election at the Annual General Meeting. Mr Kam has substantial experience in the healthcare industry and is the founder of Golden Meditech Company Limited, a leading healthcare {00011520} Page 6
corporation in China providing integrated healthcare in cordblood banking, medical devices, healthcare services and natural herbal medicines. Mr. Kam graduated from the Beijing Second Foreign Languages Institute, the People s Republic of China in 1985 and has over 20 years management experience in international business. The Directors (in the absence of Mr Kam) recommend that shareholders vote in favour of the re-election of Mr Kam. {00011520} Page 7
Cordlife Limited ABN 48 108 051 529 By mail: Cordlife Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia LODGE YOUR VOTE By fax: +61 2 9287 0309 All enquiries to: Telephone: 1300 554 474 Overseas: +61 2 8280 7111 *X99999999999* X99999999999 SECURITYHOLDER VOTING FORM I/We being a member(s) of Cordlife Limited and entitled to attend and vote hereby appoint: STEP 1 the Chairman of the Meeting 1 (mark box) APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 12:00pm (Perth time) on Wednesday, 30 November 2011, at Ernst & Young, Video Conferencing Room 5.014, Level 5 Ernst & Young Building, 11 Mounts Bay Road, Perth and at 12:00pm (Singapore time) at CordLife, 61 Science Park Road, #05-16/17/18, The Galen, Singapore Science Park III Singapore 117525 and at any adjournment or postponement of the meeting. 1 If you appoint a proxy, we encourage you to direct your proxy how to vote on each item of business. The Chairman of the Meeting, Directors and other Key Management Personnel of the Company and their closely related parties (see the Notice of Meeting and overleaf) will not cast any votes in respect of Resolution 1 (Remuneration Report) that arise from any undirected proxy that they hold. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X STEP 2 Resolution 1 Adoption of Remuneration Report (Non Binding Resolution) For Against Abstain 2 VOTING DIRECTIONS Resolution 2 Re-election of Voiron Chor as a Director Resolution 3 Re-election of Mr Kam Yuen as a Director 2 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 SIGNATURE OF SECURITYHOLDERS THIS MUST BE COMPLETED Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company s constitution and the Corporations Act 2001 (Cth). CBB PRX110 *CBB PRX110*
HOW TO COMPLETE THIS PROXY FORM Your Name and Address This is your name and address as it appears on the company s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form. Appointment of a Proxy If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. 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 securityholder of the company. A proxy may be an individual or a body corporate. Votes on Items of Business Proxy Appointment You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares 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 shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, 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. If the Chairman of the meeting or another of the Key Management Personnel of the company or their closely related parties is your proxy, that person will not vote your shares on Resolution 1 (Remuneration Report) if you have not directed them how to vote on that item. Key Management Personnel of the company are the Directors and those persons having authority and responsibility for planning, directing and controlling the activities of the company, directly or indirectly. The Remuneration Report identifies the company s Key Management Personnel for the financial year to 30 June 2011. Their closely related parties are defined in the Corporations Act 2001 (Cth), and include certain of their family members, dependants and companies they control. Appointment of a Second Proxy You are entitled to appoint up to two persons as 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 security registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or 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. 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, either securityholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place. Corporate Representatives If a representative of the corporation is to attend the meeting the appropriate Certificate of Appointment of Corporate Representative should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company s security registry. Lodgement of a Proxy Form This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 12:00pm on Monday, 28 November 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxy Forms may be lodged using the reply paid envelope or: by mail: Cordlife Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia by fax: +61 2 9287 0309 by hand: delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000. If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.