ASSOCIATE GLOBAL PARTNERS LIMITED — Proxy Solicitation & Information Statement 2008

Mar 18, 2008

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19 March 2008

The Manager Company Announcements Office Australian Stock Exchange Limited

PXL –NOTICE OF MEETING FOR 2008 EGM

The enclosed Notice of Meeting and Proxy Form for an extraordinary General Meeting of Proteome Systems Limited (“PXL”), to be held on Wednesday 23 April 2008 at 3:30pm, will be issued to PXL shareholders today.

Yours faithfully

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Jaime Pinto Company Secretary Proteome Systems Limited

1/35-41 Waterloo Road North Ryde Sydney NSW 2113 Australia locked bag 2073 North Ryde Sydney NSW 1670 Australia phone +61 2 9889 1830 fax +61 2 9889 1805 www.proteomesystems.com Proteome Systems Ltd ACN 080 277 998

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1/35 Waterloo Road, North Ryde Sydney NSW 2113 Australia Locked Bag 2073, North Ryde Sydney NSW 1670 Australia Phone: (61 2) 9889 1830 Fax: (61 2) 9889 1805 www.proteomesystems.com

Proteome Systems Limited ABN 56 080 277 998

Notice of Extraordinary General Meeting

and Explanatory Memorandum

For a meeting to be held at 3.30pm on Wednesday, 23 April 2008 at Unit 1, 35-41 Waterloo Road, North Ryde, NSW, Australia

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TABLE OF CONTENTS

HOW TO VOTE...................................................................................................................................2 NOTICE OF EXTRAORDINARY GENERAL MEETING .....................................................................3 EXPLANATORY MEMORANDUM......................................................................................................6

This is an important document. Please read it carefully.

It contains the resolutions which will be voted upon at the Extraordinary General Meeting (EGM) at 3.30pm on Wednesday, 23 April 2008 and information in relation to those resolutions for your consideration.

If you are unable to vote in person at the EGM, please complete the enclosed proxy form and return it no later than 48 hours before the commencement of the meeting at 3.30pm on Monday, 21 April 2008 in accordance with the instructions on the proxy form.

Documents can be sent to the Company’s Share Registry, Link Market Services Limited:

by mail: Locked Bag A14, Sydney South NSW, 1235, Australia

by fax: +61 2 9237 0309

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HOW TO VOTE

Voting entitlement

For the purposes of the Extraordinary General Meeting, only those persons holding fully paid ordinary shares in the Company ( Shares ) at 7.00pm on Monday 21 April 2008 will be treated as Shareholders. This means that if you are not the registered holder of a relevant Share at that time you will not be entitled to vote in respect of that Share.

On a show of hands each Shareholder has one vote. On a poll each Shareholder has one vote for each Share they hold.

How to Vote

You may vote by attending the meeting in person or by proxy.

Voting In Person

You may vote in person by attending the meeting. The meeting details are:

Time: 3.30pm on Wednesday, 23 April 2008 Place: Unit 1, 35-41 Waterloo Road, North Ryde, New South Wales

Voting By Proxy

A Shareholder who is entitled to attend and vote at the meeting may appoint a person or body corporate, who need not be a Shareholder of the Company, as the Shareholder's proxy to attend and speak and vote on behalf of the Shareholder.

A Shareholder entitled to attend and cast 2 or more votes at the meeting is entitled to appoint not more than 2 proxies , who need not be Shareholders of the Company, to attend and speak and vote on behalf of the Shareholder.

Where 2 proxies are appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If 2 proxies are appointed, insert the relevant number of Shares in respect of which the appointment is made. If the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half the votes.

Any person who is a joint holder of Shares may appoint a proxy by completing the form of Proxy attached to this Notice. If more than one joint holder appoints a proxy or seeks to vote personally at the meeting, then the person whose name stands first on the register shall alone be entitled to vote. If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

Should you wish to vote by proxy, please complete the proxy form, included with this Notice, and return it to the Share Registry, Link Market Services Limited, so that it is received by no later than 3.30pm on Monday, 21 April 2008,

by mail: Locked Bag A14, Sydney South NSW, 1235, Australia; or by fax: +61 2 9237 0309.

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PROTEOME SYSTEMS LIMITED

(ABN 56 080 277 998)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting of Shareholders of Proteome Systems Limited (the Company ) will be held at Unit 1, 35-41 Waterloo Road, North Ryde , New South Wales at 3.30pm on Wednesday, 23 April 2008 .

Please note that the resolutions should be read in conjunction with the Explanatory Memorandum.

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ITEMS OF BUSINESS

Item 1: Approval of issue of First Tranche Placement Shares

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

“THAT for all purposes including ASX Listing Rule 7.4, approval be given to the previous issue of 21,666,665 Shares ( First Tranche Placement Shares ) pursuant to a private placement to institutional investors on the terms set out in the Explanatory Memorandum to the Notice of this Meeting”.

Voting Exclusion Statement : As required by the ASX Listing Rules, the Company will disregard any votes on this resolution by:

• (a) a person who participated in the Placement; and

• (b) an associate of that person.

However, the Company need not disregard a vote if:

• (c) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form; or

• (d) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy desires.

Item 2: Approval of issue of Second Tranche Placement Shares

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

“THAT, for all purposes including for the purposes of ASX Listing Rule 7.1, approval be given to issue up to 21,666,668 Shares ( Second Tranche Placement Shares ) pursuant to a private placement to institutional investors on the terms set out in the Explanatory Memorandum to this Notice of Meeting.”

Voting Exclusion Statement : As required by the ASX Listing Rules, the Company will disregard any votes on this resolution by:

• (a) a person who may participate in the Placement; and

• (b) an associate of that person.

However, the Company need not disregard a vote if:

• (c) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form; or

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(d) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy desires.

By order of the Board.

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Jaime Pinto Company Secretary 18 March 2008

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EXPLANATORY MEMORANDUM

This explanatory memorandum, which is included in and forms part of this Notice of Meeting, is to provide Shareholders with an explanation of the business of the EGM and of the resolutions to be proposed and considered at the EGM. The information provided is intended to assist Shareholders in understanding the reasons and effect of the resolutions if passed.

Placement

As announced on 29 February 2008, the Company has secured $6,500,000 through a placement of 43,333,333 Shares to the US and Australian institutions, OppenheimerFunds, Inc. ( Oppenheimer ), Queensland Investment Corporation ( QIC ) and Cranport Pty Limited ( Cranport ), at $0.15 per Share.

Upon completion of the Placement (assuming the resolution in Item 2 is passed and no other Shares are issued between the date of this Notice and the date of issue of completion of the Placement), Oppenheimer will have a relevant interest in 36,666,667 Shares and voting power in the Company of 16.36%, QIC will have a relevant interest in 44,613,214 Shares and voting power in the Company of 19.91%. Cranport will not become a substantial holder in the Company as a result of its participation in the Placement.

The issue price for the Placement Shares was based on the market price for the Company’s Shares at the time of the Company’s discussions with investors. The First Tranche Placement Shares were issued on 6 March 2008 with the Second Tranche Placement Shares to be issued no later than 3 months after the date of the EGM (assuming the resolution in Item 2 is passed).

The Placement Shares have the same terms and rank equally with existing issued Shares, and are quoted by the ASX.

The funds raised by the issue of the Placement Shares will be used by the Company to continue to advance its existing programs, to introduce a new diagnostic development project to the Company’s portfolio in 2008 as well as grow the Company’s intellectual property portfolio on diagnostic reagents and the Diagnostic[TM] platform.

Item 1: First Tranche Placement Shares

The effect of Shareholders passing this resolution will be to ratify the issue of the First Tranche Placement Shares for the purposes of ASX Listing Rule 7.4.

Shareholder approval is not required for the issue of the First Tranche Placement Shares, but is sought for the purposes of ASX Listing Rule 7.4 in order to provide the Company with

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flexibility during the next 12 month period to issue further equity securities within the limits imposed by ASX Listing Rule 7.1. ASX Listing Rule 7.1 provides that an ASX listed company may not issue equity securities comprising more than 15% of its issued shares in any 12 month period without obtaining shareholder approval unless the issue comes within any of the specified exceptions set out in ASX Listing Rule 7.2.

ASX Listing Rule 7.4 provides that an issue of shares made without shareholder approval is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach the 15% limit and shareholders subsequently approve the issue.

If shareholder approval is obtained the issue of the First Tranche Placement Shares will be exempt from the 15% limit under ASX Listing Rule 7.1. This will provide the Company with flexibility during the next 12 month period to issue further equity securities.

Recommendation

The Board recommends that shareholders vote in favour of item 1.

Item 2: Second Tranche Placement Shares

Shareholder approval is sought for the purposes of ASX Listing Rule 7.1 as the issue of the Second Tranche Placement Shares would cause the Company to exceed the 15% limit imposed by the ASX Listing Rule 7.1 (which is discussed above).

If shareholder approval is obtained the issue of the Second Tranche Placement Shares will be exempt from the 15% limit under ASX Listing Rule 7.1. This will provide the Company with flexibility during the next 12 month period to issue further equity securities.

The Second Tranche Placement Shares will be issued no later than 3 months after the date of the EGM.

The Second Tranche Placement Shares will be issued on the same terms and will rank equally with existing issued Shares, and will be quoted by the ASX.

Recommendation

The Board recommends that shareholders vote in favour of item 2.

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Glossary

In this Notice and Explanatory Memorandum:

ASX means ASX Limited;

ASX Listing Rules means the listing rules of the ASX;

Board means the board of Directors;

Company means Proteome Systems Limited ABN 56 080 277 998;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company from to time;

EGM or meeting means the extraordinary general meeting of the Company to be held at 3.30pm on Wednesday, 23 April 2008;

Explanatory Memorandum means the explanatory memorandum which accompanies, and is incorporated as part of, this Notice;

First Tranche Placement Shares means 21,666,665 Shares issued through the Placement;

Notice means this Notice of EGM;

Placement means the private placement of 43,333,333 Shares by the Company to institutional investors;

Placement Shares means the First Tranche Placement Shares and the Second Tranche Placement Shares;

Second Tranche Placement Shares means 21,666,668 Shares issued through the Placement;

Shares means fully paid ordinary shares in the capital of the Company; and

Shareholder means a holder of Shares.

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Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 Locked Bag A14, Sydney South NSW 1235 Australia Telephone: (02) 8280 7111 Facsimile: (02) 9287 0309 ASX Code: PXL Website: www.linkmarketservices.com.au

ABN 56 080 277 998

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APPOINTMENT OF PROXY

If you would like to attend and vote at the Extraordinary General Meeting, please bring this form with you. This will assist in registering your attendance.

I/We being a member(s) of Proteome Systems Limited and entitled to attend and vote hereby appoint

A

the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

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or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 3:30pm on Wednesday, 23 April 2008, at Unit 1, 35-41 Waterloo Road, North Ryde NSW and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

B To direct your proxy how to vote on any resolution please insert in the appropriate box below.X

For Against Abstain Item 1 Approval of issue of First Tranche Placement Shares Item 2* Approval of issue of Second Tranche Placement Shares

• 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.

C	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 securityholder’s constitution and the Corporations Act 2001 (Cwlth).

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

PXL PRX841