GREENHY2 LIMITED — Proxy Solicitation & Information Statement 2011

Sep 4, 2011

Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

A General IVIeeting of Shareholders of Fermiscan Holdings Limited will be held at 11.00 am on Friday, 7 October 2011 at Level 29, 66 Goulburn Street, Sydney.

Enclosed with this notice of meeting is an explanatory memorandum. The explanatory memorandum has been prepared to assist Shareholders in determining whether or not to vote in favour of the resolutions set out in this notice of meeting. The explanatory memorandum forms part of and should be read in conjunction with this notice of meeting.

www.fermiscanltd.com.au

Fermiscan Holdings Limited ACN 000 689 725

Notice of General IVIeeting

Company Directory

Directors

Robert William Whitton (Executive Chairman)

Peter Dykes (Director)

Richard (Dick) Wright (Director)

Carmelo (Charlie) Bontempo (Director)

Secretary

John Patrick Rainbow

Registered Office

Level 29, 66 Goulburn Street SYDNEY NSW 2000

Auditor

Pitcher Partners Level 22, MLC Centre 19 Martin Place SYDNEY NSW 2000

Lawyers

Watson IVIangioni Lawyers Pty Limited Level 13, 50 Carrington Street SYDNEY NSW 2000

Share Registry

Link iVIarket Services Limited Level 12, 680 George Street SYDNEY NSW 2000

ASX Code

PER

Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

Notice of the General Meeting

Notice is hereby given that a General Meeting of Fermiscan Holdings Limited (ACN 000 689 725) ("Company") will be held at 11.00 am on Friday, 7 October 2011 at Level 29, 66 Goulburn Street, Sydney.

If you are unable to attend the meeting, you are encouraged to complete and return the enclosed proxy form. The completed proxy form must be received by no later than 11.00 am on Wednesday, 5 October 2011 at the addresses or facsimile number set out in section 3.4 of this Notice of Meeting below.

Shareholders should read the explanatory memorandum in full and in conjunction with this notice of meeting.

1; Ordinary Business

Resolution 1. Prior Stiare Issue

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

"For the purpose of Listing Rule 7.4 and for all ottter purposes, thie issue of 75,000,000 fully paid ordinary shares in the Company, at an issue price of $0.0035 per share on 2 August 2011 to the investors identified by the Company's placement manager, to whom the offer of shares could be made without disclosure under Chapter 6D of the Corporations Act, be ratified."

ASX Listing Rule 7.4 is relevant to this resolution.

Resolution 2. Further Share Issue to Investors

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

"For the purpose of Listing Rule 7.1 and for all other purposes, the issue of up to 282,142,855 fully paid ordinary shares in the capital of the Company at an Issue price of $0.0035 per share, to persons identified by the Company's placement manager, to whom an offer of shares can be made without disclosure under Chapter 6D of the Corporations Act be authorised and approved."

Listing Rule 7.1 is relevant to this resolution.

Resolution 3. Share Issue to Richard Wright

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

"For the purpose of Listing Rule 10.11 and for all other purposes, the Issue of up to 107,142,858 fully paid ordinary shares in the capital of the Company to Mr Richard Wright, a director of the Company, at an issue price of $0.0035 be authorised and approved."

Listing Rules 7.1 and 10.11 are relevant to this resolution. Listing Rule 7.2 exception 14 provides that if approval is given for the purpose of Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Resolution 4. Share Issue to Carmelo Bontempo

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

"For the purpose of Listing Rule 10.11 and for all other purposes, the issue of up to 107,142,858 fully paid ordinary shares In the capital of the Company to Mr Carmelo

Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

Bontempo, a director of the Company, at an issue price of $0.0035 per stiare, be authorised and approved."

Listing Rules 7.1 and 10.11 are relevant to this resolution. Listing Rule 7.2 exception 14 provides that if approval is given for the purpose of Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Resolution 5. Grant of Options to Richard Wright

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

"For the purpose of Listing Rule 10.11 and for all other purposes, approval Is given for the Company to grant up to 25,000,000 Options to Mr Richard Wright, a director of the Company, on the terms and conditions set out In the Explanatory Memorandum.

Listing Rules 7.1 and 10.11 are relevant to this resolution. Listing Rule 7.2 exception 14 provides that if approval is given for the purpose of Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Resolution 6. Grant of Options to Carmelo Bontempo

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

"For the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the Company to grant up to 25,000,000 Options to Mr Carmelo Bontempo, a director of the Company, on the terms and conditions set out in the Explanatory Memorandum.

Listing Rules 7.1 and 10.11 are relevant to this resolution. Listing Rule 7.2 exception 14 provides that if approval is given for the purpose of Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Resolution 7. Grant of Options to Peter Dykes

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

"For the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the Company to grant up to 5,000,000 Options to Mr Peter Dykes, a director of the Company, on the terms and conditions set out In the Explanatory Memorandum.

Listing Rules 7.1 and 10.11 are relevant to this resolution. Listing Rule 7.2 exception 14 provides that if approval is given for the purpose of Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Resolution 8. Grant of Options to Robert Whitton

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

"For the purpose of Listing Rule 7.1, Listing Rule 10.11 and for all other purposes, approval is given for the Company to grant up to 5,000,000 Options to Mr Robert Whitton, a director of the Company or William Buck Business Recovery Services (NSW) Pty Limited, a related party of Mr Robert Whitton, on the terms and conditions set out in the Explanatory Memorandum.

Listing Rules 7.1 and 10.11 are relevant to this resolution.

Resolution 9. Grant of Options

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

Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

"For the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to grant up to 100,000,000 Options, on the terms and conditions set out in the Explanatory Memorandum, to persons to whom an equity issue can be made without disclosure under Chapter 6D of the Corporations Act to be identified by the Company's placement manager."

Listing Rule 7.1 is relevant to this resolution.

Resolution 10. Increase of remuneration pool

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

"For the purpose of Listing Rule 10.17, Article 50.1 in the Company's constitution and for all other purposes, approval is given for the Company to increase the maximum amount of directors' fees payable to the non-executive directors from $250,000 to $500,000."

Listing Rule 10.17 is relevant to this resolution.

2. Entitlement to Vote

2.1. Eligibility to Vote

Individual Shareholders may vote in person or by proxy. A corporate Shareholder may vote by proxy or through a corporate representative.

If you hold your Shares jointly with another, please note that the Shareholder appearing first in the share register is entitled to attend and vote the Shares to the exclusion of the other Shareholders.

2.2. Snapshot Date

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that all persons who hold Shares at 11:00 am (Sydney time) on 5 October 2011 shall, for the purposes of determining voting entitlements at the meeting, be taken to be held by the persons registered as holding the Shares at that time.

3. Proxies

3.1 . Proxy appointment

A Shareholder entitled to attend and vote at the meeting may appoint a proxy to attend and vote for the Shareholder. Please note that:

• (a) a proxy does not have to be a member of the Company;

• (b) a proxy may be an individual or a body corporate; and

• (c) a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise but where the proportion or number is not specified, each proxy may exercise half of the votes.

A proxy appointed to attend and vote for a Shareholder has the same rights as the Shareholder to:

• (a) speak at the meeting;

Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

• (b) vote (only to the extent allowed by the appointment and subject to the restrictions set out in the Corporations Act); and

• (c) join in a demand for a poll

If you wish to appoint a proxy, you should:

• (a) complete the enclosed proxy form;

• (b) sign and date the proxy form; and

• (c) return the proxy form to the Company's share registry, Link Market Services Limited, by no later than 11.00 am (Sydney time) on Wednesday, 5 October 2011 at the addresses or facsimile number set out in section 3.4 of this Notice of Meeting.

An appointment of a proxy may specify the way the proxy is to vote on a particular resolution. If you choose to direct how your proxy's vote, please note the following rules will apply:

• (a) if Shareholders are asked to vote on a show of hands:

• (i) your proxy will not be required to vote, but if your proxy does vote, he/she must vote in accordance with your directions; and

• (ii) if your proxy has been appointed as proxy for another Shareholder, and has been directed to vote in a different way by that Shareholder, your proxy cannot vote; and

• (b) if a poll is called:

• (ill) if your proxy is the Chair of the meeting, your proxy must vote on that poll, and must vote in accordance with your direction; and

• (iv) if your proxy is not the Chair of the meeting, your proxy will not be required to vote on that poll, but if your proxy does vote, he/she must vote in accordance with your directions.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If you have appointed a proxy for this meeting and you later decide to attend the meeting, please note that your attendance at the meeting will result in the proxy's appointment being suspended while you are present at the meeting.

3.2. Power of Attorney

If a Shareholder has appointed an attorney to attend and vote at the meeting or if the proxy form has been signed under power of attorney or other authority, the original or a certified copy of the power of attorney or authority must also be received by the Company's share registry, Link Market Services Limited, by no later than 11.00 am (Sydney time) on Wednesday, 5 October 2011 at the addresses or facsimile number set out in section 3.4 of this Notice of Meeting, unless the original or a certified copy has been previously lodged with the Company's share registry for notation.

3.3. Corporate Representative

A corporate Shareholder who wishes to appoint a person to act as its representative at the meeting should provide that person with a certificate or letter, authorising him or her to act as the company's representative or with a copy of the resolution appointing the representative, certified by a secretary or director of the company.

Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

The authority may be sent to the Company and/or the Company's share registry, Link Market Services Limited, in advance of the Meeting (in which case the document should be received by no later than 11.00 am (Sydney time) on Wednesday, 5 October 2011 at the addresses or facsimile set out in section 3.4 of this Notice of Meeting or handed in at the meeting when registering as a corporate representative.

A form of appointment of corporate representative may be obtained from the Company's share registry.

3.4. Delivery of Proxy Forms

Proxy forms must be received by the Company's share registry, Link Market Services Limited by no later than 11.00 am (Sydney time) on Wednesday, 5 October 2011.

by mail to: Fermiscan Holdings Limited c/- Link Market Services Limited Locked Bag A14 SYDNEY SOUTH NSW 1235 AUSTRALIA by delivery to: Link Market Services Limited Level 12, 680 George Street SYDNEY NSW 2000

by facsimile to: +61 2 9287 0309

4. Explanatory Memorandum

The explanatory memorandum accompanying this notice of meeting is incorporated into and forms part of this notice of meeting.

By Order of the Board of Directors

Robert William Whitton Chairman Fermiscan Holdings Limited

Fermiscan Holdings Limited ACN 000 689 725

Notice of General IVIeeting

Explanatory Memorandum

This explanatory memorandum has been prepared for the information of shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at 11.00 am on Friday, 7 October 2011 at Level 29, 66 Goulburn Street, Sydney.

The purpose of this explanatory memorandum is to provide the shareholders with information which the directors believe to be material to shareholders in deciding whether or not to pass the resolutions in the notice of meeting.

1. Purpose of the Resolutions

1.1. Introduction

The Board of the Company announced on 3 August 2011 that, having signed a mandate with Capital Investment Partners, its intention to conduct a capital raising involving:

• (a) the placement of up to 571,428,571 ordinary fully paid shares (Shares) at $0.0035 per Share to raise $2,000,000 (before costs); and

• (b) the issue of up to 160,000,000 options exercisable at $0.01, with an issue price of $0.0005 (Options) to raise an additional $80,000 (before costs) (together the Capital Raising).

On 2 August 2011, the Company completed the first tranche of the Capital Raising, issuing 75,000,000 Shares to sophisticated investors.

Due to restrictions on the number of Shares and Options the Company can issue in any 12 month period set out in the Listing Rules (see below for further details), to allow the Company to complete the Capital Raising, Shareholders are being asked to consider 9 resolutions (Resolutions) at the General Meeting.

In addition. Shareholders are being asked to consider a proposed increase to the total amount of directors' fees the Company may pay to its non-executive directors.

1.2. Use of Funds

Funds raised from the Capital Raising will be applied in the following approximate proportions:

• (a) 10% to further the Company's Italian and French trial of non-invasive diagnostic test for the detection of breast cancer;

• (b) 30% toward the identification of any potential new businesses; and

• (c) 60% to provide working capital.

1.3. Impact on capital structure

The table below shows the current capital structure of the Company and the capital structure on completion of the Capital Raising (assuming Resolutions 2 - 9 are approved):

Details of the Capital Structure of Company	Number	in	Percentage	of
	millions (approx)		total
Prior to the Placement	582,375,995		-
Number of shares issued under the Placement	75,000,000		11.4%

Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

Details of the Capital Structure of Company	Number	In	Percentage	of
	millions (approx)		total
Total number of shares currently on Issue	657,375,995		100%
Total number shares to be issued under the Capital	496,428,571		43%
Raising
Shares on Issue at Completion of the Capital Raising	1,153,804,566		100%
Unlisted Options on issue at Completion of the Capital	160,000,000		100%
Raising

2. Regulatory Requirements

2.1. Ordinary Resolutions

All Resolutions are proposed as ordinary resolutions, requiring the approval by a simple majority of votes cast by eligible Shareholders present and voting at the General Meeting and who are not subject to a voting exclusion in relation to a particular resolution.

Shareholder approval is required to satisfy the following Listing Rules:

2.2. Listing Rule 7.1

• (a) Under Listing Rule 7.1, the Company is restrained from issuing, or agreeing to issue, equity securities without Shareholder approval if the number of equity securities would, together with all issues undertaken in the last 12 months without Shareholder approval or pursuant to an exception to Listing Rule 7.1 exceed 15% of the number of equity securities then on issue.

• (b) Listing Rule 7.1 applies equally to Shares and Options.

• (c) The total number of Shares and Options the subject of Resolutions 2 to 9 (inclusive) exceed this limit.

• (d) The purpose of Resolutions 2, 8 and 9 is to seek the approval of Shareholders under Listing Rule 7.1 for the issue by the Company of Shares and Options that would exceed the limit otherwise imposed by that Listing Rule.

• (e) Exceptions to Listing Rule 7.1 are set out Listing Rule 7.2. Listing Rule 7.2, exception 14 provides that if approval is given for the purpose of Listing Rule 10.11, approval is not required under Listing Rule 7.1. Resolutions 3 - 7 (inclusive) seek the approval of Shareholders under Listing Rule 10.11 and therefore do not require approval for under Listing Rule 7.1.

2.3. Listing Rule 7.4

• (a) Listing Rule 7.4 allows a company, having issued equity securities in compliance with Listing Rule 7.1 to subsequently obtain Shareholder approval for that past issue and so reinstate the company's ability to again issue up to 15% of its capital under Listing Rule 7.1.

• (b) The Share issue the subject of Resolution 1 was made in compliance with Listing Rule 7.1.

• (c) The purpose of Resolution 1 is to seek the approval of Shareholders under Listing Rule 7.4 to ratify the placement completed on 2 August 2011 and reinstate the Company's ability to again issue up to 15% of its capital under Listing Rule 7.1.

Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

2.4. Listing Rule 10.11

• (a) Listing Rule 10.11 prohibits the Company from issuing, or agreeing to issue, equity securities without Shareholder approval to related parties and persons whose relationship with the Company or a related party of the Company is, in ASX's opinion such that approval should be obtained.

• (b) Listing Rule 10.11 applies equally to Shares and Options.

• (c) Directors are related parties for the purposes of Listing Rule 10.11.

• (d) Listing Rule 10.11 applies equally to Shares and Options.

• (e) The purpose of Resolutions 3 - 8 (inclusive) is to seek the approval of Shareholders under Listing Rule 10.11 to issue Shares and Options to Directors.

2.5. Listing Rule 10.17

• (a) Listing Rule 10.17 prohibits the Company from increasing the total amount of directors' fees payable by the Company, its subsidiaries and controlled entities, to the non-executive directors without shareholder approval.

• (b) For the purpose of Listing Rule 10.17, the directors' fees remuneration pool includes all superannuation contributions and the value of fees non-executive directors agree to sacrifice on a pre-tax basis.

2.6. Corporations Act - Related party approval

The Corporations Act prohibits the Company from issuing Shares or Options to related parties, unless:

• (a) Shareholders have approved the issue of Shares or Options; or

• (b) the issue of Shares or Options falls within an exception to the prohibition, including if the issue is conducted on terms that would be reasonable in the circumstances where the Company and relevant Directors were dealing at arm's lengthV

The proposed Share and Option issues to related parties, the subject of Resolution 3 - 8 (inclusive), are on the same terms as:

• (a) the proposed Share issue the subject of Resolution 2, pursuant to which parties dealing at arm's length will be issued Shares; and

• (b) the proposed Option issue the subject of Resolution 9, pursuant to which parties dealing at arm's length will be issued Option.

As the proposed issue of Shares and Options to related parties are on the same terms as the issue to parties dealing at arm's length. Shareholder approval for the purpose of Section 208 of the Corporations Act is not required.

3. Terms of Issue

3.1. Option Terms

Subject to shareholder approval, the Options the subject of Resolutions 5 - 9 (inclusive) will be issued on the following terms:

^ Section 210 of the Corporations Act.

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Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

• (a) Issue price: A$0.0005 per Option.

• (b) Entitlement: Each Option entitles the optionholder to subscribe for 1 Share at A$0.01 per Option in accordance with these terms.

• (c) Expiry Date: 31 December 2014.

• (d)

Time of exercise:

• (i) An optionholder may exercise some or all of the Options at any time until the Expiry Date.

• (ii) An optionholder may only exercise less than all of the Options held by that optionholder if the number of Shares to be issued on exercise would, when aggregated with the number of Shares already registered in the optionholder's name, be a "marketable parcel", as this term is defined in the ASX Listing Rules, calculated on the day of exercise.

• (iii) An optionholder may only exercise less than all their Options if the optionholder exercises their Options in multiples of 1000, unless the holding is less than 1000, in which case all Options must be exercised.

• (e) Notice of Expiry Date: The Company must give the optionholder a notice of at least 20 business days before the Expiry Date with the information required by the ASX Listing Rules.

• (f) Transfer: Subject to the Corporations Act and the ASX Listing Rules, the optionholder may transfer some or all of their Options at any time before the Expiry Date provided the transfer is by a proper ASX Settlement transfer or any other method permitted by the Corporations Act and the ASX Listing Rules and is approved by the Board.

• (g)

Issue of Shares:

• (i) The Company must issue to the optionholder the Shares to be issued on exercise of an Option within 15 business days of the date on which the notice of exercise in respect of the Option took effect.

• (ii) Subject to the Corporations Act and the ASX Listing Rules, the Company must deliver to the optionholder a holding statement or certificate (as the case may be) for the Shares issued on exercise of any Options within 5 business days of their issue.

• (h) Ranking: Subject to the ASX Listing Rules and Corporations Act, all Shares issued pursuant to the exercise of Options will rank in all respects (including rights to dividends) equally with the existing Shares as at the date of issue.

(i)

Participation rights:

• (i) An optionholder is not entitled to participate in new issues of Shares to existing Shareholders unless the optionholder exercises that Option and becomes the holder of Shares on or prior to the record date for the new issue of Shares and participates as a result of holding Shares.

• (ii) The Company must give the optionholder at least 10 business days prior written notice of the record date for a new issue of Shares and the proposed terms of the issue.

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Fermiscan Holdings Limited ACN 000 689 725

Notice of Generai Meeting

(j) Adjustments:

• (i) if the Company makes a pro rata issue, the Exercise Price of each Option will be reduced with the new exercise price of each Option to be calculated in accordance with the following formula:

NP = OP ^ „ , N + 1

Where:

NP = the new exercise price of the Option

OP = the old exercise price of the Option

E = the number of Shares into which one Option is exercisable

P = the average market price per Share (weighted by volume) of the Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date

S = the subscription price for a security to be issued under the pro rata issue

D = the amount of any dividend due but not yet paid on the existing Shares (except those securities to be issued under the pro rata issue)

N = the number of existing Shares with rights or entitlements that must be held to receive a right to one new security under the pro rata issue

• (ii) If the Company makes a bonus issue, the number of Shares issued on exercise of each Option will be increased by the number of bonus Shares that the optionholder would have received if the Option had been exercised prior to the record date for the bonus issue. No change will be made to the Exercise Price.

• (ill) Any calculation or adjustments which are required to be made under section 3.1 (j) of this Explanatory Memorandum will be made by the board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the relevant optionholder.

• (iv) The Company must give at least 10 business days notice of any change to the Exercise Price of any Options made in accordance with section 3.1 (j) of this Explanatory Memorandum.

• (k) Reorganisation: If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, the rights of optionholders in respect of any unexercised Options will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (I) Notices: Any notices to an optionholder regarding an Option will be sent to the address of the optionholder in the option register.

4. Resolutions

4.1. Resolution 1

Resolution 1, if passed, will ratify the issue of 75,000,000 Shares issued by the Company on 2 August 2011.

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Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

As set out above in section 2 of this Explanatory Memorandum, under Listing Rule 7.1, the Company may issue equity securities up to 15% of its capital in any 12 month period without Shareholder approval. Listing Rule 7.4 allow/s a company, having issued equity securities in compliance with Listing Rule 7.1 to subsequently obtain member approval for that past issue and so reinstate the company's ability to again issue up to 15% of its capital under Listing Rule 7.1.

The Company confirms that the issue of 75,000,000 Shares did not breach Listing Rule 7.1.

The information set out below is required to be provided to Shareholders under the Listing Rules in respect to obtaining approval for the ratification of an issue of Shares under Listing Rules 7.4:

• (a) 75,000,000 Shares were issued and an issue price of $0.0035 per Share.

• (b) From the date of issue, the Shares ranked pari passu (on an equal footing) with and have the same terms as ordinary shares in the Company.

• (c) The Company issued these Shares to the sophisticated and professional investors identified by the Company's placement manager.

• (d) Gross proceeds from the issue of Shares was $262,500.

• (e) See section 1.2 of this Explanatory Memorandum for details of how the funds raised will be used by the Company.

• (f) See section 5 of this Explanatory Memorandum for details of the voting exclusions that apply to Resolution 1.

• 4.2. Resolution 2 and Resolution 9

Resolution 2 refers to the proposed issue of up to 282,142,855 Shares and requires member approval under Listing Rule 7.1.

Resolution 9 refers to the proposed issue of up to 100,000,000 Options and requires member approval under Listing Rule 7.1.

Approval is required as the issue of these Shares and Options would exceed the 15% limit imposed by Listing Rule 7.1 (see above for details).

The information set out below is required to be provided to Shareholders under the Listing Rules in respect to obtaining approval for an issue of Shares and Options under Listing Rules 7.1:

• (a) The maximum number of Shares the Company is to issue if Resolution 2 is approved is 282,142,855.

• (b) The maximum number of Options the Company is to issue if Resolution 9 is approved is 100,000,000 Options.

• (c) The Shares and Options will be issued, subject to approval from the Directors of the Company, to investors who are exempt from the disclosure requirements of Chapter 6D of the Corporations Act identified by the Company's placement manager. Capital Investment Partners. The allottees will not be related parties of the Company.

• (d) From the date of issue, the Shares will rank pari passu (on an equal footing) with and have the same terms as ordinary shares in the Company.

• (e) The Options will expire on 31 December 2014. Shares issued on exercise of the Options will rank equally with all other Shares on issue. The terms of issue are summarised in full in section 3 of this Explanatory Memorandum.

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Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

• (f) It is anticipated that the Shares and Options will be issued and allotted within 7 days of the date of the General Meeting and in any event no later than 3 month after the date of the General Meeting.

• (g) Allotment of the Shares and Options will occur progressively.

• (h) The issue price of the Shares is $0.0035 per Share. The issue price of the Options is $0.0005 per Option and the exercise price of the Options is $0.01 per Option.

• (i) Gross proceeds from the issue of:

• (i) Options will be $50,000. If all the Options are exercised, the Company will receive additional funds of $1,000,000.

• (ii) Shares will be $987,500.

• (j) See section 1.2 of this Explanatory Memorandunn for details of how the funds raised will be used by the Company.

• (k) See section 5 of this Explanatory Memorandum for details of the voting exclusions that apply to Resolution 2 and Resolution 9.

Note: Shareholders who vote on Resolution 2 or Resolution 9 and whose votes are counted will not be eligible to participate in any capital raisings pursuant to the approval obtained for these Resolutions (if passed).

4.3. Resolutions 3 - 7

Resolutions 3 - 7 (inclusive) refer to the proposed issue of fully paid ordinary Shares and Options to Directors of the Company and requires approval under Listing Rule 10.11. Listing Rule 10.11 deals with the placement of securities to related parties. Carmelo Bontempo, Richard Wright and Peter Dykes are each directors of the Company and are "related parties" for the purpose of the Listing Rules.

The information set out below is required to be provided to Shareholders under the Listing Rules in respect to obtaining approval for an issue of Shares under Listing Rule 10.11:

• (a) The maximum number of Shares the Company will issue and the name of the allottees:

• (i) if Resolution 3 is approved is 107,142,858 Shares to Richard Wright; and

• (ii) if Resolution 4 is approved is 107,142,858 Shares to Carmelo Bontempo.

• (b) The maximum number of Options the Company will issue to each allottee:

• (i) if Resolution 5 is approved is 25,000,000 Options to Richard Wright, which on exercise will entitle Richard Wright to be issued an equivalent number of Shares.

• (ii) if Resolution 6 is approved is 25,000,000 Options to Carmelo Bontempo, which on exercise will entitle Carmelo Bontempo to be issued an equivalent number of Shares.

• (iii) if Resolution 7 is approved is 5,000,000 Options to Peter Dykes, which on exercise will entitle Peter Dykes to be issued an equivalent number of Shares.

• (c) From the date of issue, the Shares will rank pari passu (on an equal footing) with and have the same terms as ordinary shares in the Company.

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Notice of General Meeting

• (d) The Options will expire on 31 December 2014. Shares issued on exercise of the Options will rank equally with all other Shares on issue. The terms of issue are summarised in full in section 3 of this Explanatory Memorandum.

• (e) It is anticipated that the Shares and Options will be issued and allotted within 7 days of the date of the meeting and in any event no later than 1 month after the date of the General

• . Meeting.

• (f) The issue price of the Shares is $0.0035 per Share.

• (g) The issue price of the Options is $0.0005 per Option and the exercise price of the Options is $0.01 per Option.

• (h) Gross proceeds from the issue of:

• (i) Options will be $27,500. If all the Options are exercised, the Company will receive proceeds of $550,000;

• (ii) Shares will be $750,000.

• (i) See section 1.2 of this Explanatory Memorandum for details of how the funds raised will be used by the Company.

• (j) See section 5 of this Explanatory Memorandum for details of the voting exclusions that apply to Resolutions 3 - 7 (inclusive).

4.4. Resolution 8

Resolution 8 refers to the proposed issue of Options and requires approval under Listing Rules 7.1 and 10.11. Listing Rules 7.1 and 10.11 respectively deal with the ability of a listed company to place more than 15% of its capital in any 12 months period and with the placement of securities to related parties. Listing Rule 7.2 exception 14 provides that if approval is given for the purpose of Listing Rule 10.11, approval is not required under Listing Rule 7.1. Approval is sought for the purpose of Listing Rules 7.1 and 10.11 because the proposed allottee was unknown at the date of this Explanatory Memorandum.

Robert Whitton, a director of the Company, is also a director of William Buck. As a condition of Mr Whitton's employment at William Buck, he is required to pay any director's fees and other benefits accruing to him, to William Buck. William Buck is not a related party of the Company. Listing Rule 10.11 requires the issue of equity securities to persons whose relationship with the Company or a related party is, in ASX's opinion, such that approval should be obtained. In the interests of transparency, the Company is seeking member approval to issue Options to William Buck, a related party of a director or, if William Buck consents, to Robert Whitton.

The information set out below is required to be provided to Shareholders under the Listing Rules in respect to obtaining approval for an issue of Shares under Listing Rules 7.1 and 10.11:

• (a) The maximum number of Options the Company will issue if Resolution 8 is approved is 5,000,000 Options to William Buck or Robert Whitton, which on exercise will entitle the optionholder to be issued an equivalent number of Shares.

• (b) From the date of issue, the Shares will rank pari passu (on an equal footing) with and have the same terms as ordinary shares in the Company.

• (c) A summary of the Option terms are set out in section 3 of this Explanatory Memorandum.

• (d) It is anticipated that the Options will be issued and allotted within 7 days of the date of the meeting and in any event no later than 1 month after the date of the General Meeting.

15

Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

• (e) The issue price of the Options is $0.0005 per Option and the exercise price of the Options is $0.01 per Option.

• (f) Gross proceeds from the issue of the Options will be $2,500. If all the Options are exercised, the Company will receive proceeds of $50,000.

• (g) See section 1.2 of this Explanatory Memorandum for details of how the funds raised will be used by the Company.

• (h) See section 5 of this Explanatory Memorandum for details of the voting exclusions that apply to Resolution 8.

4.5. Resolution 10

Resolution 10 refers to a proposed increase of in non-executive director fees and requires approval for the purpose of Article 50.1 in the Company's constitution and ASX Listing Rule 10.17. Listing Rule 10.17 deals with the ability of a listed company to increase of the total amount of directors' fees the listed company and its "child entities" can pay to its directors (excluding executive directors). Currently, the Company's directors are entitled to annual directors' remuneration of $250,000 in aggregate. It is proposed that this annual aggregate be increased by $250,000 to $500,000.

The Board believes that directors' remuneration must be maintained at a level consistent with similarly sized listed companies, taking into account the time commitment of the role and Company performance. The current aggregate remuneration pool was last adjusted by members on 9 May 2008. The increase in the aggregate remuneration pool sought by this resolution is designed to:

• (a) accommodate an increase in the number of non-executive directors, if such an increase is considered appropriate; and

• (b) allow for future increases in remuneration to current non-executive directors, should the activities of the Company expand.

Currently, your non-executive directors are paid, in aggregate, $200,000 and there is no current intention to increase the remuneration paid to non-executive directors. Resolution 10, if passed, will ensure the Company has adequate flexibility to increase the size of the Board or the remuneration of non-executive directors, as and when the business of the Company requires.

The information set out below is required to be provided to Shareholders under the Listing Rules in respect to obtaining such approval:

• (c) The amount of the increase sought is $250,000, which would increase the remuneration pool from $250,000 to $500,000.

• (d) See section 5 of this Explanatory Memorandum for details of the voting exclusions that apply to Resolution 9 (inclusive).

5. Voting restrictions

The Company will disregard any votes cast on:

• (a) Resolution 1 by each person who participated in the issue and their associates;

• (b) Resolution 2 by each person who may participate in the proposed issue, each person who might obtain a benefit from the proposed issue (excluding a benefit solely in the capacity of a holder of ordinary securities if Resolution 2 is passed) and their associates;

• (c) Resolutions 3 and 5 by Richard Wright and his associates;

16

Fermiscan Holdings Limited ACN 000 689 725

Notice of General Meeting

• (d) Resolutions 4 and 6 by Carmelo Bontempo and his associates;

• (e) Resolution 7 by Peter Dykes and his associates;

• (f) Resolution 8 by Robert Whitton, William Buck Business Recovery Services (NSW) Pty Limited, each person who might obtain a benefit from the proposed issue (excluding a benefit solely in the capacity of a holder of ordinary securities if Resolution 8 is passed) and their associates;

• (g) Resolution 9 by each person who may participate in the proposed issue, each person who might obtain a benefit from the proposed issue (excluding a benefit solely in the capacity of a holder of ordinary securities if Resolution 9 is passed) and their associates; and

• (h) Resolution 10 by each Director of the Company and their associates.

Note: Shareholders who vote on Resolution 2 or Resolution 9 and whose votes are counted will not be eligible to participate in any capital raisings pursuant to the approval obtained for these Resolutions (if passed).

However, the Company will not disregard a vote if:

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

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

17

LODGE YOUR VOTE

I^I fermiscan'

Fermlscan Holdings Limited

ACN 000 689 725

By mail:

Fermiscan Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

By fax: +61 2 9287 0309

E 8 I All enquiries to: Telephone: +61 2 8280 7111

SECURITYHOLDER VOTING FORM

l/We being a member(s) of Fermiscan Holdings Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman OR if you are NOT appointing the Chairman of the Meeting as your n of the Meeting proxy, please write the name of the person or body corporate (excluding

(mark box) 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 General Meeting of the Company to be held at 11:00am on Friday, 7 October 2011, at Level 29, 66 Goulburn Street, Sydney and at any adjournment or postponement of the meeting.

The Chairman of the Meeting intends to vote all available proxies in favour of all resolutions.

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 [xl

VOTING DIRECTIONS

if you appoint the Chairman of the Meeting as your proxy you can direct him how to vote by either marking the boxes on any or all of the Items in Step 2 Part A (for example if you wish to vote 'for', 'against' or 'abstain' from voting) or by marking the box in Step 2 Part B (in which case the Chairman of the Meeting will vote in favour of all Resolutions, including Resolution 10). If you mark some boxes in Step 2, Part A and the box in Step 2 Part B, the Chairman of the Meeting will be directed to vote "For" each resolution you have not specifically directed the Chairman of the Meeting to vote otherwise in Step 2, Part A.

PART A

Resolutions For Against Abstain For Against Abstain 1 Prior Share Issue D 6 Grant of Options to Carmelo Bontempo D 2 Further Share Issue to Investors D D D 7 Grant of Options to Peter Dykes D D D 3 Share Issue to Richard Wright D D •[8 Grant of Options to Robert Whitton ] D D D 4 Share Issue to Carmelo Bontempo D D D[9 Grant of Options ] D D D 5 Grant of Options to Richard Wright D D D 10 Increase of remuneration pool D D D*

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.

PARTE Important for Resolution 10 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

D

• By marking this box, you are directing the Chairman of the Meeting to vote in favour of all Resolutions, including Resolution 10. if you do not mark this box, and you have not directed your proxy how to vote on Resolution 10, the Chairman of the Meeting will not cast your votes on Resolution 10 and your votes will not be counted in computing the required majority if a poll is called on this Resolution. The Chairman of the Meeting intends to vote all available proxies in favour of Resolutions 1-10 (inclusive).

I/we direct the Chairman of the Meeting to vote in favour of Resolutions 1-10 (except where I/we have indicated a different voting intention above) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolution 10 is connected directly or indirectly with the remuneration of a member of the key management personnel and even if the Chairman of the Meeting has an interest in the outcome of Resolution 10 and that votes cast by him, other than as proxy holder, would be disregarded because of that interest.

SIGNATURE OF SECURITYHOLDERS - THIS MUST BE COMPLETED

Secu rityholder 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). _ _ _ _ _ » „ - ^

FER PRX101 _ _ _ _ _ » „ - ^

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 may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. If your proxy votes at the General Meeting, subject to certain exceptions, all your shares will be voted in accordance with your direction. Your proxy is not required to vote at the General Meeting. If you appoint the Chairman of the Meeting, the Chairman of the Meeting must vote at the General Meeting in accordance with your directions. If you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities 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.

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.

Please note if you appoint more than one proxy and you direct your proxies to vote different ways in relation to the same resolution, neither proxy may vote on a show of hands on that resolution.

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.

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.

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 11:00am on Wednesday, 5 October 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:

Login to the Link website using the holding details as shown on the proxy form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

by mail:

Fermiscan Holdings 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 General Meeting, please bring this form with you. This will assist in registering your attendance.