MEMPHASYS LIMITED. — AGM Information 2008

Oct 26, 2008

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NuSep Ltd ABN 33 120 047 556

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Annual General Meeting to be held at NuSep’s Corporate Headquarters 22 Rodborough Road, Frenchs Forest Sydney, NSW 2086 on Friday 28 November 2008 commencing at 10am

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NuSep Ltd ABN 33 120 047 556

24 October 2008

Dear shareholder,

I am pleased to invite you to attend the 2008 Annual General Meeting of NuSep Ltd to be held at the Company’s corporate headquarters in Frenchs Forest on Friday 28 November 2008 at 10am. If you wish to vote but cannot attend the Annual General Meeting we have attached a proxy form to this notice of meeting for you to vote on the specified motions. I strongly encourage you to attend and look forward to meeting you. Enclosed is the Notice of Annual General Meeting and associated documents.

I look forward to reviewing our year with you and hope you can be present at the meeting. Your input is invited and greatly valued by the board and management team. Again, if you cannot attend the meeting personally, please complete the proxy form and return it in accordance with the instructions.

If you have any questions, please do not hesitate to contact the Company Secretary on (02) 8977 9000.

We look forward to seeing you at our Annual General Meeting.

Yours sincerely

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John Manusu Chairman

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NuSep Ltd ABN 33 120 047 556

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is given that the Annual General Meeting of shareholders of NuSep Ltd (“the Company”) will be held at 10am on Friday 28 November 2008 at the Company's corporate headquarters, 22 Rodborough Road, Frenchs Forest, Sydney, NSW 2086.

The Explanatory Statement which accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered at the Annual General Meeting, and contains a glossary of defined terms.

BUSINESS

A. Financial report

To receive and consider the consolidated financial report of the Company and the reports of the directors and the auditors for the financial year ending 30 June 2008.

B. Resolutions

1. Remuneration report

To consider and, if thought fit, to pass the following resolution as a non-binding and advisory resolution, by way of ordinary resolution:

“That the remuneration report of the Company for the financial year ending 30 June 2008 is adopted.”

The vote on the adoption of the remuneration report resolution is advisory only and does not bind the directors or the Company.

2. Ratification of previous issue of shares to various investors

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

“That, for the purposes of listing rule 7.4 of the listing rules of Australian Stock Exchange Limited, the shareholders of the Company approve the previous issue of 7,882,050 ordinary shares in the Company on 10 July 2008 and 27 August 2008 as set out in item 2 of the Explanatory Memorandum.”

The board unanimously recommends that you vote in favour of this resolution.

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Voting by proxy

• (a) A shareholder who is entitled to attend and cast a vote at the Annual General Meeting may appoint a proxy.

• (b) A proxy need not be a shareholder.

• (c) A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. The following addresses and facsimile number are specified for the purpose of receipt of proxy appointments:

By hand: By mail: NuSep Ltd NuSep Ltd 22 Rodborough Road, PO Box 6126, Frenchs Forest, NSW 2086 Frenchs Forest, NSW 2086

Facsimile: +61 (2) 8977 9099

• (d) To be effective, the instrument by which the proxy is appointed by a shareholder and, if the instrument is signed by the shareholder’s attorney, the authority under which the instrument is signed or a certified copy of the authority, must be received by the Company at least 48 hours before the meeting.

• (e) For more information concerning the appointment of proxies and the addresses to which proxy forms may be sent, please refer to the reverse side of the proxy form.

Voting entitlement

In accordance with Corporations Regulation 7.11.37, the board has determined that for the purposes of the Annual General Meeting, securities will be taken to be held by the persons who are registered holders at 7 pm (Australian Eastern Standard Time) on Thursday 27 November 2008. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting exclusion statement

The Company will disregard votes cast on resolutions 2 by:

• any person who participated in the issue of the shares, and

• an associate of such a person.

However the Company need not disregard a vote if:

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

• 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 decides.

By order of the Board

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Prakash Patel Company Secretary 24 October 2008

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NuSep Ltd ABN 33 120 047 556

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to assist shareholders of the Company in understanding the business to be put to shareholders for their consideration at the Annual General Meeting to be held at 10am on Friday 28 November 2008 ( Meeting ).

A. Financial Report

The Corporations Act 2001 (Cth) requires the financial report of the Company, the directors’ report and the auditor’s report to be laid before the Meeting for consideration by shareholders of the Company.

Neither the Corporations Act 2001 (Cth) nor the Company’s constitution requires shareholders to vote on these reports. However, during this item of business, the shareholders will be given a reasonable opportunity to ask questions about, or make comments on, those reports and the management of the Company.

B. Resolutions

1. APPROVAL OF REMUNERATION REPORT

The Company’s remuneration report for the financial year ending 30 June 2008 is set out on pages 8 to 14 of the Company’s 2008 annual report, and forms part of the directors’ report for that financial year.

The remuneration report sets out the policy for the remuneration of the Directors and key management personnel (as defined in the relevant accounting standards) of the Company and the consolidated entity.

In accordance with section 249L(2) of the Corporations Act 2001 (Cth), the resolution to approve the Company’s remuneration report will be put to the Meeting.

The vote on this ordinary resolution will be advisory only and will not bind the directors or the Company, by virtue of section 250R(3) of the Corporations Act 2001 (Cth).

2. RATIFICATION OF PREVIOUS ISSUE OF SHARES TO VARIOUS INVESTORS

Listing rule 7.4 provides, in summary, that an issue of securities made without approval under listing rule 7.1 is treated as having been made with approval for the purpose of listing rule 7.1 if:

• (a) the issue did not breach listing rule 7.1; and

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(b) holders of ordinary securities subsequently approve the issue.

The Company issued the following Shares (ranking equally with existing Shares) on 10 July 2008 and 27 August 2008 at an issue price of $0.08 per Share without approval under listing rule 7.1. None of the issues breached listing rule 7.1. The Directors are seeking ratification by the Shareholders of these issues under listing rule 7.4. Funds raised were used to augment the Company’s working capital.

used to augment the Company’s working capital.
Allottee	Number of shares
MsLeilaBaddah	62,500
StanleyHowardBaker	62,500
Byerwen HoldingsPtyLtd	125,000
CafaloPtyLtd	1,275,000
Mr AldoD'astoli&MrJason D'astoli	25,000
Gateways47PtyLtd	62,500
Mr RussellJohn Hay	18,750
Mr AnthonyMark Loughnan	875,000
MsDebra SLoughnan	125,000
Mr AtulChandra Nayak&KurtLuisFrancis &TrentHamilton	312,500
MrJohn Kendall Perrett	125,000
MrStephenSinclair	31,250
Mr Kenneth AllanSomers	6,250
Hua Su	25,000
MrWilson Kim Ling Wong	625,000
MsAngelaZogheib	62,500
MrGeoff Ayton	37,500
MrGeoffreyBaker	75,000
Beltmar HoldingsPtyLtd	37,500
BerryBenefitsPtyLtd	125,000
MrChristopher LindsayBollam	200,000
MrJohn DouglasBradley	45,800
Miss NicoleBugden	62,500
Mr Peter Bugden	62,500
Ceestar PtyLimited	162,500
Mr YingMing Chiu	250,000
MsHelen Mary Cleeland	43,750
MrGordonJamesDuff	67,500
MrsKathieLouiseFrankland	125,000
Mr Michael Ibbertson	62,500
Mr Michael Ibbertson	62,500
JanefieldInvestmentsLimited	31,250
JimmyRoger PtyLimited	125,000
MrWarren Lewis	31,250
Mr HowardPericlesManusu &RosemaryRoslyn Manusu	250,000
MrJasonWilliam Milton	25,000
MrGeoffreyPhillips &MrsLorrainePhillips	62,500

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PineTree GroupPtyLimited	250,000
Mr Benjamin RichardPisaturo	62,500
MrJohn Prentice	62,500
RainforestPtyLtd	62,500
RemorayPtyLtd	62,500
RemusPtyLimited	250,000
MrJohnSaflekas	62,500
Mr Mark Anthony Schock&Mrs Cecilia Campisi	62,500
SeasandPtyLimited	62,500
SolarShieldPtyLtd	250,000
Mr Brian Henry Steven	62,500
Mr RossLeonard Stiles	87,500
Tanpalm PtyLtd	125,000
ColonelJohn LewisDeTeliga	87,500
Countess JoDeTeliga	93,750
Valhelen EnterprisesPtyLtd	125,000
MrChristopherJohnWaller&Mrs Stephanie Jayne Waller	62,500
Mrs VanessaLea Webb	62,500
Mr DamianGerald Wiechec	62,500
MrChristopherJohnWolfenden	100,000
MrGregoryYon	62,500
Total	7,882,050

The board unanimously recommends that you vote in favour of this resolution.

GLOSSARY

• “Corporations Act” means the Corporations Act 2001 (Cth).

• “Director” means a director of the Company.

• “the Board” means the board of Directors of the Company.

• “ the Company ” means NuSep Ltd (ACN 120 047 556).

• “ Shares ” means fully paid ordinary shares in the capital of the Company”

• “ Shareholder ” means a holder of Shares.

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QUESTIONS FROM SHAREHOLDERS

The Annual General Meeting of NuSep Ltd will be held on Friday 28 November 2008. Shareholders are invited to register questions in advance of the meeting.

This form may also be used to submit written questions to the auditor of the Company if the question is relevant to the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements or the independence of the auditor in relation to the conduct of the audit.

If you wish to submit a written question, it must be received no later than five business days before the date of the meeting. Shareholders may also ask questions of the board of directors and the auditors at the meeting.

Please return this form to the Company Secretary at the Company’s Registered Office, 22 Rodborough Road, Frenchs Forest, NSW 2086, or by facsimile on (02) 8977 9099.

We will endeavour to address as many of the frequently raised shareholder matter during the course of the Annual General Meeting as possible. However there may not be sufficient time available at the meeting to address all topics. Please note that individual responses will not be sent to shareholders.

Shareholder’s name ….……………………………………………………………………………………. Address………………………………………………………………………………………………...........

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Securityholder Reference Number (SRN) or Holder Identification Number (HIN) ………………...……… Questions

Please tick the applicable box if your question is a question for the auditor of the Company

1. …………………………………………………………………………………………….. …………………………………………………………………………………………….. ……………………………………………………………………………………………..

2. …………………………………………………………………………………………….. …………………………………………………………………………………………….. ……………………………………………………………………………………………..

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1. …………………………………………………………………………………………….. ……………………………………………………………………………………………..

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NuSep Ltd ABN 33 120 047 556

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Annual General Meeting PROXY FORM

Registered Office and Registration of this form to: 22 Rodborough Road Frenchs Forest NSW 2086 Telephone: (02) 8977 9000 Facsimile: (02) 8977 9099 www.NuSep.com

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Appointment of Proxy

If appointing a proxy to attend the NuSep Ltd Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions overleaf.

I/We being a shareholder/shareholders of NuSep Ltd pursuant to my/our right to appoint not more than two proxies, appoint

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The Chairman of the Write here the name of the person you are Meeting OR appointing if this person is someone other than (mark with an “X”) the Chairman of the Meeting. Write here the name of the other person you are or failing him/her appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held at the at NuSep’s Corporate Headquarters, 22 Rodborough Road, Frenchs Forest, NSW on Friday 28 November 2008 at 10am and at any adjournment of that meeting.

This proxy is to be used in respect of % of the ordinary shares I/we hold.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of the resolutions please place a mark in the box. By marking this box, you acknowledge that the Chair of the � meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and votes cast by the Chair of the meeting for the resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolutions and your votes will not be counted in calculating the required majority if a poll is called on these resolutions. The Chair intends to vote 100% of all open proxies in favour of all resolutions.

Voting directions to your proxy – please mark ⌧ to indicate your directions

RESOLUTION		For	Against	Abstain*
1. Adopt the Remuneration Report		�	�	�
2. Ratify previous Issue of 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.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 Sole Director & Sole Company Secretary Dated this	Individual or Shareholder 1 Sole Director & Sole Company Secretary Dated this		Joint Shareholder 2 Director day of	Joint Shareholder 2 Director day of	Joint Shareholder 3
			day of
Contact Name

General Meeting Proxy Form

Nusep Ltd ABN 33 120 047 556

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Your pre-printed name and address is as it appears on the share register of the Company. If you are Issuer Sponsored and this information is incorrect, please make the correction on the form, sign and return it. Security holders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

3. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.

4. A proxy need not be a shareholder of the Company.

5. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

6. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

7. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

8. 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, all of the shareholders should sign.

Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

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.

9. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 9am AEST on 26 November 2008 , (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries NuSep Ltd

22 Rodborough Road Frenchs Forest NSW. 2086

Postal address:

NuSep Ltd

PO Box 6126 Frenchs Forest NSW. 2086

Fax number:

(02) 8977 9099