BIO ICP Biotechnology Limited

Preference Share Holder converts to ordinary equity.

Auckland, New Zealand, September 26, 2007 - New Zealand based protein biologics manufacturing company ICP Biotechnology Limited (NZX:BIO) today announced that it reached agreement with Rock Isle Finance Limited to convert 17.887 million Preference Shares and cumulated dividends to 37.5 million new ordinary shares, reducing long term liabilities by $4,500,000.

ICPbio has reached agreement with Rock Isle Finance Limited to issue ordinary shares in ICPbio under NZSX Listing Rule 7.3.5 (Issues within 15% limit) in consideration for the redemption and cancellation of the 17.887 million Preference Shares in ICPbio held by Rock Isle.

ICPbio will issue 30,000,000 ordinary shares in respect of the redemption and cancellation of the Preference Shares. The company will also issue 7,500,000 ordinary shares, and will make a cash payment of $119k, in satisfaction of all accrued dividends owing in respect of the Preference Shares since their date of issue in May 2006.

The Chairman, Roger Gower, said today "This transaction represents a significant strengthening of the ICPbio balance sheet as it converts $4,500,000 in long term debt to equity and will reduce current liabilities by approximately $617,000 through the combination of the conversion of the majority of the accrued dividends to equity and satisfaction of the balance in cash. The transaction will also contribute to profitability as the ongoing obligation of an annual $450,000 cumulative dividend to Rock Isle is extinguished".

The company has a special general meeting on Friday 28 September 2007 where, amongst other resolutions, it is seeking shareholder approval to capitalize further company debt.

The company recently announced that it has placed shares and warrants from the Rights issue shortfall and expects to make announcements of additional placements shortly. Under the Rights issue and subsequent placements from the shortfall, ICPbio has issued $7.1million of new ordinary shares and warrants to date, for cash or on debt conversion.

About ICP Biotechnology Ltd
ICPbio (NZX: BIO) manufactures and markets products for use in biopharmaceutical manufacturing, diagnostics and animal reproduction to North America, Europe, Australasia and South America. ICPbio is one of New Zealand's longest established biotechnology companies with two manufacturing facilities and core technologies in large scale purification of proteins and in production of sterile products. Next to its traditional veterinary embryo transfer product range, ICPbio's state of the art chromatographic technology yields high quality plasma protein products such as Albumin, Transferrin, Immunoglobulin and Thrombin, for use in the making of biological medicine, diagnostics and in general biopharmaceutical research. In growing this plasma protein business, ICPbio takes advantage of its raw material supply from 'disease free' New Zealand and its competitive separation technology. The company employs approximately 80 people. For more information, please visit www.icpbio.com

For Further Information Please Contact:
Mr Roger Gower
Chairman, ICP Biotechnology Ltd
Tel: (09) 838 4205

A copy of the presentations made at the special meeting of shareholders held today by the Company's Chairman and the Company's Chief Executive Officer have been provided to the New Zealand Exchange Limited.

For Further Information Please Contact:

Mr Roger Gower,
Chairman
ICP Biotechnology Ltd
Tel (09) 838 4205

SGM SPEECH - 28th September 2007
1.0 Introduction
Good Morning my name is Roger Gower I am the Chairman of ICPBiotechnology.
I am advised that the correct notice has been given and that we have a quorum present and hence we have a correctly constituted meeting.
2.0 Welcome
Welcome to this special general meeting of ICPbio.
It is a good turnout of shareholders and to see a number of our larger shareholders and particularly note John Griffin and Earl and Victor Stevens. Welcome to you all.
I confirm that this is a meeting of shareholders of ICPbio and we have a number of media and advisors in attendance.
There is no right for non-shareholders to speak however we will try to accommodate persons where appropriate.
3.0 Apologies
Do we have any apologies?
4.0 Business Summary
The past few months have been challenging to say the least. However I think the company is now in much better shape and we have a much better handle on our future.
We have been very busy.
To recap, following the earnings downgrade in May we undertook a comprehensive review of the business. The outcome was a significant reduction in business complexity and stress through the reduction of staff levels, reduced raw material supplies and a product portfolio that meets our expectations of sales and manufacturing capability. The result is we have facility in the biological proteins business that can meet today's business requirements but has significant installed capacity available in future. The Directors also took the opportunity to review the deci.sion to sell the Embryo Transfer business and concluded we were better off keeping it and building on its potential. We will shortly announce new distribution arrangements that will return that business to previous levels of activity. We see it as a good contributor to our overall operation.
Sanne will cover the operation and the operational and marketing strategy of the company in more detail shortly.
Following the business review the Directors determined the company needed recapitalization and quickly. The Rights issue followed and was well subscribed, with the Warrants a significant reward for existing shareholders who took up their Rights. We thank all those who took up Rights.
There remains a shortfall available and we are making good progress on placing that shortfall.
The Directors have also taken the opportunity to convert significant levels of debt to equity. You will have noticed recent announcements in this regard. I am pleased to announce that on 4 October 2007 we will convert all of DEC's remaining 1,200,000 convertible notes to ordinary shares. This will reduce further long term liabilities.
This focus on debt conversion has improved the shareholders equity and reduced long term liabilities. I am pleased to say that since June 2007, the shareholders funds position has improved by approximately $9Million. Once we add in the DEC conversion and the additional Viking loan capitalization once approved it will add an additional $5M to shareholders funds.
Viking Capital, led by Brent King has been a fantastic supporter for the company. We may not have survived in this form without Viking.
You will have noted that we have begun shipping significant shipments of protein biological products to biopharmaceutical customers. These are significant events and augur well for the near future. They also confirm our strategy is sound. The staff and management have worked hard to get the business restructured and working effectively. We are pleased with their can do approach and technical skill.
Our focus is on continuing to strengthen our balance sheet and build the business. I will now ask CEO Sanne Melles to provide a brief update on the progress with the business.
Sanne
Thank you Sanne
Sanne presentation
Thank you Sanne
5.0 BUSINESS
We are turning now to the business of the meeting. As mentioned earlier we have a quorum and the meeting can proceed.
The Notice of Meeting and ancillary papers have been in shareholders hands for the requisite period.
Voting restrictions (Slide 3)
I would like to draw your attention to voting restrictions.
Under NZSX Listing Rule 9.3 and rule 17 of the Takeovers Code, Viking and any ICPbio shareholder or Director associated with them, are not permitted to vote their existing shares in ICPbio on Resolutions 3 to 6 to be considered at the meeting of shareholders.

Ordinary resolution (Slide 4)
An ordinary resolution means a resolution passed by a simple majority of votes of shareholders entitled to vote and voting (present at the meeting or by proxy or representative at the meeting).
That concludes the formal part of the meeting. I wish to thank you for your attention, diligence and support.
We look forward to meeting again at the AGM, which will be held shortly. We expect to have further progress to announce at that time.
We have made refreshments available and look forward discussions continuing informally.
Thank you and safe traveling (Slide 11)

A copy of the presentations can be obtained by e-mailing lcr@nzx.com

Chairman's report

Dear Shareholder,

This year ICP Biotechnology Limited (“ICPbio”, “the Group”) added a new business to its traditional veterinary medicine operations. Following a significant investment program, a new facility was constructed and commissioned to take advantage of the ‘disease free’ raw material supply that New Zealand offers, in the manufacture and supply of biological ingredients to the growing international biopharmaceutical industry. Exploiting advanced chromatography technology, ICPbio today manufactures high quality blood derived ingredients for supply to the manufacturers of biological medicine and diagnostic kits.

In this past financial year the .investments and increased expenditure were not offset by growth in revenue. As is customary in the biopharmaceutical industry, product is evaluated for its performance before commercial orders are placed. Once the new facility started to manufacture commercial grade product, in the last quarter of the financial year, the sending of product samples of those first products was initiated to potential customers. As customer evaluation programs can take months to complete, the new biological ingredients business did not contribute financially to this past fiscal year.

The group’s audited trading revenue was $2.949m and audited EBITDA loss was $9.8m for the year ended 30 June 2007. Since May 2007 the board has essentially recapitalised the company with a rights issue and capitalisation of loans. Furthermore, it is seeking shareholder approval to permit further share issues to Viking Capital Limited (up to a share holding of 35%) and to certain creditors. .If the shareholders approve the resolutions of the Special General Meeting, the company’s financial structure will be substantially improved. Following the earnings downgrade announcement on May 8 2007, and the subsequent resignation of Earl Stevens as CEO and MD, ICPbio restructured its operations.

A review by the board and management confirmed that the underlying business principles are fundamentally sound and a program was executed to align the business with the biopharmaceutical market requirements. A product portfolio, focusing on the high quality proteins that take advantage of the company’s chromatography technology, has reduced manufacturing and sales complexity. Furthermore, adapting the manufacturing scale to a level sufficient to meet the coming year’s sales targets has dramatically reduced ICPbio’s costs base.

Mr. Sanne Melles was appointed Chief Executive Officer and the rights issue process was initiated to fund the working capital requirements of the business and to settle certain funding obligations related to the construction and commissioning of the new manufacturing facility..

With $4.05m received in cash and $2.55m in set-off of debt, the company stabilised its financial position while negotiating to place the shortfall. To date the start of fiscal year 2008 has been promising. A number of events have provided us with confidence in the business performance for the near future.

• Signing of a distribution agreement with VWR, a major distributor to the biopharmaceutical industry

• Placing of shares and warrants, since the closing of the rights issue, for cash consideration of $515,000.

• Delivery of commercial product from the new manufacturing facility

• Receipt of International Market Development Grant from NZTE

• A large number of product samples dispatched to potential customers, representing significant value.

Furthermore a number of initiatives are being executed to improve the balance sheet and financing cost of the company, such as conversion to equity of certain liabilities from Viking, DEC and Rock Isle. Finally, the compa.ny’s strategy to initially benefit from the traditional veterinary medicine business and liquidate the serum products from its finished goods inventory is proving successful as these orders are routinely processed to provide a reliable income.

We thank you for your confidence in ICPbio.

Roger Gower

CHAIRMAN

Sanne Melles

CHIEF EXECUTIVE