PROCEDURE FOR THE SELECTION AND APPOINTMENT OF NEW DIRECTORS

Purpose

To ensure that there are defined procedures for the selection and appointment of new Directors to the Imdex Limited Board.

Procedure

It is recognised by the Board of Imdex that a Nomination Committee is not seen as practicable for a Board of Imdex’s size.  However a formal and transparent procedure for the selection and appointment of new directors to the Board helps promote understanding and confidence in that process.

Board Composition

The Board’s Charter requires that the Board comprise a majority of non-executive Directors with a broad range of expertise, skills and experience.  Particular candidates may also be considered where they hold particular experience in the various activities conducted by the Imdex group.

Identification of potential Board candidates

The Board and each of the individual Directors are expected to be continually on the look out for candidates that they consider may be valuable members of the Board.  At various times the Board may also determine that there is a specific requirement for a Director with a particular skill set, and at this time external consultants may be engaged to identify potential candidates.

Selection

Once a potential candidate had been identified that candidate would be expected to provide a copy of their Resume detailing their skills and experience.  The Board, generally as part of a Board meeting, would interview the candidate and also explain details of Imdex, its operations, policies and expectations.  The Board, as a whole, shall consider the appointment and this is subject to the Directors’ voting arrangements set out in the Company’s Constitution.

Appointment to the Board

Once the Board decides to appoint a new Director, that Director would be expected to sign the Terms and Conditions for appointment of Non-Executive Directors and the Directors Consent to Act form.  The Director would also be provided with access to the Company’s Board Charter and other relevant policies and procedures.  Following this, an announcement would be made to the ASX containing various details concerning the Directors skills and experience and the reason for the appointment to the Board.  Appropriate details would also be provided to the ASX concerning the Directors shareholdings in Imdex.

Responsibility

The Chairman is ultimately responsible for compliance with this procedure, however it would be expected that all Directors comply with this procedure.