MEMPHASYS LIMITED. — AGM Information 2013

Oct 29, 2013

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NuSep Holdings Ltd ABN 33 120 047 556

2013 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

A n nual Gener a l Meeting t o be held at 30 Ri c hmond Rd H omebush, N SW 2140 on Frid a y 29[th] Nov e mber 2013 commenci n g at 10am

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NuSep Holdings Ltd ABN 33 120 047 556

29[th] October 2013

Dear Shar e holder,

I am pleas e d to invite you to attend the 201 3 Annual General Meeting ( AGM ) of NuSe p Holdings Ltd to be h eld at 30 R ichmond R d , Homebu s h on Frida y 29[th] Nov e mber 2013 at 10.00 a m .

We will be holding t his AGM a t our ne w premises a nd for th o se who ca n attend y o u will be invited at the end o f the me e ting to t o ur our new facility including the new m embrane manufactu r ing facilit y .

As part of this meeti n g Sharehol d ers will al s o have an o pportunit y to meet M s Alison C o utts who, subject to S hareholde r approval, will be tak i ng over th e role of No n -Executiv e Chairman.

We have a lso attache d a proxy f orm for th o se shareholders who c an not att en d the AG M for you to vote o n the spe c ified moti o ns. Enclo s ed is the Notice of Annual G eneral Meeting and Explanato r y Stateme n t.

Finally, as this will b e my last m eeting as C hairman o f NuSep, I l ook forwa r d to report i ng on the last year a nd outlini n g develop m ents with PrIME Biologics. Y o ur input i s invited a n d greatly valued by t he Board a nd Manag e ment team.

If you ha v e any que s tions, plea s e do not h esitate to a ddress the s e to the C o mpany S e cretary at cosec@nu s ep.com.

Yours sin c erely

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John Man u su Chairman

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NuSep Holdings Ltd ABN 33 120 047 556 NOTICE OF ANNUAL GENERAL MEETING

NOTICE i s given th a t the Ann u al General Meeting o f sharehold e rs of NuS e p Holdings Ltd (‘the Company ’ ) will be hel d at 10.00 a m on Friday 2 9[th] Novem b er 2013 at 3 0 Richmon d Rd, Home b ush, NSW 2140.

The Expla n atory State m ent which a ccompanie s and forms p art of this N otice of A n nual General Meeting describes i n more det a il the matt e rs to be co n sidered at the Annual General M e eting, and contains a glossary of defined ter m s.

ORDINARY BUSINESS

A. Financial report

T o receive an d consider t h e consolid a ted financial report of t h e Compan y and the re p orts of the d i rectors and t he auditors f or the finan c ial year en d ing 30[th] Jun e 2013.

B. Resolutions

1. Resolution - Remuneration report

T o consider a n d, if thoug h t fit, to pass the followi n g resolution as an ordin a ry resolutio n :

‘I n accordanc e with secti o n 250R(2) o f the Corp o rations Act 2001 (Cth) , that the re m uneration r e port of the C ompany for the financi a l year endin g 30[th] June 2013 be ado p ted.’

T h e vote on t h is resoluti o n is advisor y only and d oes not bind the direct o rs of the C o mpany. If 2 5 % or more of votes th a t are cast a r e voted aga i nst the ado p tion of the remunerati o n report at t w o consecuti v e AGMs, s h areholders will be req u ired to vote at the seco n d of those A GMs on a r e solution (a “ spill resolu t ion”) that an other meet i ng be held within 90 d a ys at whic h all of the C o mpany’s directors (oth e r than the M anaging Di r ector) must g o up for re - election.

The Chairman intends to vote available proxies in favour of this resolution.

Voting Exclusion Th e Company w ill disregar d any votes c ast on resol u tion 1 by o r on behalf o f a member o f the Key Ma n agement P e rsonnel wh o se remuner a tion is incl u ded in the r e muneration r eport or a ‘ C losely Sh a re’ of such a member.

• Ho w ever, the Company need not disreg a rd a vote if: • it is cast b y a person a s proxy for a person who is entitled t o vote, in ac c ordance with the d i rections on t he proxy form; or

• it is cast b y the perso n chairing th e meeting a s proxy for a person wh o is entitled to vote, a n d the proxy does not dir e ct the pers o n chairing t h e meeting h ow to vote but expre s sly authori z es them to e xercise the vote even t h ough the r e solution is connected directly o r indirectly with the r e muneration of Key Management Personnel .

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2. Resolution - Election of the Managing Director – Mr Prakash Patel

To consider an d , if thought fit, to pass t h e following resolution as an ordinar y resolution:

‘M r Prakash P a tel, who ret i res as a Di r ector in acc o rdance wit h Rule 64(b ) of the Con s titution of the Company a n d, being eli g ible, offers himself for r e-election, is re-elected.’

3. Resolution - Election of Non-Executive Director – Ms Alison Coutts

To consider an d , if thought fit, to pass t h e following resolution as an ordinar y resolution: ‘M s Alison Co u tts be appoi n ted as a Di r ector with effect from t h e close of t h e meeting.’

4. Resolution – Appointment of Auditor

To consider an d , if thought fit, to pass t h e following resolution as an ordinar y resolution:

‘T h at KPMG b e appointed a s auditors of the Comp a ny’.

5. Resolution – Ratification of previous issue of shares to investors

To consider an d , if thought fit, pass the f ollowing resolution as a n ordinary r e solution:

“T h at, for the p urposes of ASX Listin g Rule 7.4, the shareho l ders of the Company a p prove the pre v ious issue s of 10,000 , 000 ordina r y shares i n the Company as set out in ite m 4 of the Ex p lanatory St a tement.”

Voting Exclusion Th e Company w ill disregar d any votes c ast on resol u tion 5 by a n y of the par t ies that hav e par t icipated in t hese placements and an y associate o f those pers o ns.

Ho w ever, the e n tity need n o t disregard a vote if:

• it is cast b y a person a s proxy for a person who is entitled t o vote, in ac c ordance with the d i rections on t he proxy form; or

• • it is cast b y the perso n chairing th e meeting a s proxy for a person wh o is entitled to vote, i n accordanc e with a dir e ction on th e proxy for m to vote as the proxy decides.

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Voting by proxy

• a ) A me m ber who is entitled to att e nd and cast a vote at the A nnual Gener a l Meeting m a y appoint a proxy.

• b ) A pro x y need not b e a member. c ) A me m ber who is entitled to c a st 2 or more votes may a p point 2 pro x ies and may specify the propo r tion or number of votes e a ch proxy is a ppointed to e xercise. Th e following a d dresses and facsi m ile number a r e specified f o r the purpose of receipt of p roxy appoin t ments:

• By han d : By m ail: NuSep H oldings Ltd Nu S ep Holdings Ltd 30 Rich m ond Road PO Box 2202 Homeb u sh, NSW 21 4 0 Ho m ebush West , NSW 2140 Facsimi l e: +61 (2) 8415 7399

• d ) A me m ber who is e ntitled to vot e on a resolu t ion may dire c t the memb er ’s proxy ho w to vote on the re s olution by f o llowing the i nstructions o n the proxy form that ac c ompanies th i s Notice of Meeti n g.

• e ) A pro x y may decid e whether or n ot to vote o n any propose d resolution, e xcept where required by law or the Compan y ’s Constituti o n to vote. If t he member a p pointing the p roxy: i. directs the p roxy how to vote on a pr o posed resolution, then th e proxy may v ote on that resolution o n ly in the wa y directed or

• ii. does not dir e ct the proxy h ow to vote on a proposed resolution, th e n the proxy m ay vote on that resoluti o n as the pro x y thinks fit, subject to a n y voting ex c lusions that a pply to the proxy.

• f ) If a m e mber appoin t s the Chairm a n of the AG M as proxy, o r the Chairm an is appointe d by default, and the Chairman is not directe d as to how t o vote on an item of busi n ess, then, s u bject to the voting restrictions, o n the poll f o r that item, t h e Chairman will vote all a vailable pro x ies for that memb e r in favour o f that item of b usiness.

• g ) If a m e mber does d i rect the Chai r man how to v ote on an ite m of busines s , the Chairm a n must vote on a p o ll in accorda n ce with the d irection.

• h ) To be effective, th e instrument by which th e proxy is a p pointed by a shareholder and, if the instru m ent is signe d by the sha r eholder’s att o rney, the au t hority under which the i n strument is signe d or a certifie d copy of th e authority, m ust be received by the C o mpany at le a st 48 hours before the meeting.

• i ) For m o re informati o n concernin g the appoin t ment of pro x ies and the a ddresses to w hich proxy forms may be sent, p lease refer t o the reverse s ide of the proxy form.

Voting entitlement

In accordance w ith Corporations Regulati o n 7.11.37, t h e board has d etermined th a t for the pur p oses of the A n nual General Meeting, securities will b e taken to b e held by the persons who are registere d holders at 7. 0 0 pm (Au s tralian East e rn Daylight Time) on W ednesday 2 7[th] Novemb e r 2013. A ccordingly, tr a nsactions re g istered after t hat time will be disregard e d in determi n ing entitlem e nts to attend and vote at th e meeting.

By order of t he Board

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Prakash Pat e l Company S e cretary 29[th] October 2013

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NuSep Holdings Ltd ABN 33 120 047 556

EXPLANATORY STATEMENT

This Expla n atory State m ent has be e n prepared t o assist sha r eholders of the Compa n y in unders t anding the business to be put to sh a reholders f o r their cons i deration at t he Annual G eneral Mee t ing to be h e ld at 10.00 am on Frid a y 29 Nove m ber 2013 ( Meeting ).

a) Financial Report

T h e Corporat i ons Act 20 0 1 (Cth) re q uires the financial rep o rt of the C o mpany, th e directors’ r e port and the auditor’s r e port to be l a id before the Meeting f o r considera t ion by shar e holders of t h e Company.

N e ither the C o rporations A ct 2001 (C t h) nor the C ompany’s c o nstitution r e quires shar e holders to v o te on these reports. H o wever, dur i ng this ite m of busines s , the share h olders will be given a r e asonable o p portunity t o ask questi o ns about, o r make co m ments on, those repo r ts and the m anagement o f the Comp a ny.

b) ORDINARY BUSINESS

1. Resolution 1 - Remuneration report

The Comp a ny’s remun e ration report for the fin a ncial year e n ding 30[th] J u ne 2013 is s et out on pages 7 to 13 of the Com p any’s 2013 Annual Re p ort, and for m s part of th e Directors’ r eport for th a t financial y ear.

• The remun e ration repo r t sets out t h e policy fo r the remun e ration of t h e Directors and Key Management Personnel ( as defined in the relevant accounti n g standards ) of the Co m pany and th e consolid a ted entity. The Remu n eration Rep o rt provides information relating to: • the Board’s policy in rela t ion to the n ature and a mount of r e muneration paid to Di r ectors and ex e cutives (inc l uding senio r managers o f the Comp a ny and the g roup);

• • the relationshi p between t he Board’s remuneration policy a nd the Co m pany’s performance, inc l uding information abo u t performa n ce hurdles applicable to the shor t -term and l ong- term inc e ntive comp o nents of th e remunerati o n of senior managers; a n d

• • det a ils of the remuneratio n paid to e ach Direct o r of the C o mpany (in c luding the Managing Director) and t o the Key M anagement P ersonnel o f the Compa n y for the fi n ancial year ended 30[th] Ju n e 2013.

In accorda n ce with se c tion 250R( 2 ) of the C o rporations A ct, the res o lution to a p prove the C ompany’s remunerati o n report will be put to the Meetin g . The resu l ts of this r e solution ar e advisory o n ly, but as explained b elow the o u tcome of t h e vote cou l d have con s equences f o r the Boar d . Sharehold e rs will be given a reasonable o p portunity at the AG M to ask q u estions about, and ma k e comme n ts on, the Remunerat i on Report.

The Directors make no recommendation as to how shareholders should vote on this resolution.

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2. Resolution 2 to 3 - Election of Directors – Mr Prakash Patel & Ms Alison Coutts

Resolution s 2 and 3 deal with the e lection of d irectors. In accordance w ith rule 6 6 (a) of the C onstitution directors m u st stand fo r election ev e ry 3 years a n d under rule 64(b) of t h e Constituti o n and Dire c tor elected by the Dire c tors during the year must resign at t h e next Annual General Meeting an d may be ele c ted by the shareholde r s. Further t h e ASX Listi n g Rules re q uire that at least 1 direct o r stand for e lection at e a ch AGM.

Mr Patel was appointe d since the l a st Annual G eneral Me e ting and as such will st a nd for elec t ion at this Annual Ge n eral Meeti n g. Details o f Mr Patel ’ s skills an d experience are includ e d in the 2013 Annual Report.

Ms Coutts h as agreed t o join the B o ard and as such stands for election at the AG M . Details of Ms Coutts skills and e x perience ar e noted belo w .

Ms Alison Coutts B.E (Chem), MBA, Grad Dip Biotech Independe n t Non Exec u tive Directo r

Ms Coutts has extensi v e experien c e across a n umber of i ndustry sec t ors and dis c iplines. Th i s includes internation a l engineeri n g project m a nagement w ith Bechtel Corporatio n in the UK, USA and N Z, strategy consulting, manageme n t training and organi s ational structuring wit h Boston C onsulting G roup, and executive search with E gon Zehn d er. Ms Cou t ts is forme r ly Chair of CSIRO’s H ealth Secto r Advisory Council an d was a fou n der and dir e ctor of eG C apital, whi c h was a pr e eminent fin a ncial advis o ry firm in the Austral i an Life Sci e nces sector . Most rece n tly Ms Coutts has focu s ed on advi s ing and rai s ing capital for a num b er of eme r ging techn o logy comp a nies. In ad d ition she h as founded a clinical stage drug developme n t company a nd two me d ical device c ompanies, w hich she chairs.

Ms Coutts i s an indepe n dent non-executive dire c tor of Data D ot technology (ASX: D D T).

All Directors recommend that shareholders vote in favour of these resolutions.

3. Resolution 4 – Appointment of Auditor

That KPM G be appointed as audit o rs of the C ompany. K P MG were a ppointed b y the Direct o rs to fill a casual vac a ncy in acco r dance with Section 32 7 C of the C o rporations A ct and this resolution is to obtain formal shar e holder app r oval.

All Directors recommend that shareholders vote in favour of this resolution.

4. Resolution 5 – Ratification of previous issue of shares to an investor

Listing Rule 7.1 provi d es that a co m pany mus t not, subjec t to specific exceptions, issue or ag r ee to issue during any 12 month p eriod any e q uity securi t ies or othe r securities w ith rights t o conversio n to equity (such as an option) if t h e number of those secu r ities excee d s 15% of t h e number o f securities i n the same class on iss u e at the co m mencemen t of that 12 m onth period.

Listing Ru l e 7.4 provi d es, in sum m ary, that a n issue of s e curities ma d e without a pproval un d er Listing Rule 7.1 is t reated as h a ving been m ade with ap p roval for th e purpose o f Listing Rul e 7.1 if:

• a. the iss u e did not br e ach Listing Rule 7.1; a n d

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b. holders of ordinary securities s u bsequently a pprove the i ssue. In accorda n ce with Li s ting Rule 7.5, the Co mp any advised that it iss u ed and ag r eed to issu e a total of 10,000,000 shares as fo l lows:

Investor	Date	No. Sh ares	Price per share
MrSweeY in Lee	29thAp ril 2013	5,000,0 00	7¢
Premium In vestmentHo ldingsPte L td	2nd Sep tember 2013	5,000,0 00	4.5¢

The shares were issue d to non related Singapo r ean invest o rs. The sha r es issued w e re fully pa i d ordinary shares issu e d on the sa m e terms as t h e existing o rdinary sha r es in the Co m pany.

The issue o f the shares did not b r each Listin g Rule 7.1. The Direct o rs are see k ing ratification by the Shareholde r s of these issues under Listing Rul e 7.4. Fund s raised wer e used to a u gment the C ompany’s working ca p ital.

Ratificatio n of this iss u e will allo w the Comp a ny to issue further sec u rities in th e future up t o the 15% threshold w ithout the n e ed to obtain shareholde r approval.

Recommendation: All directors recommend that shareholders vote in favour of this resolution.

Close of Meeting

GLOSSARY

• “Closely Share” has the s ame meani n g as defined in the Corp o rations Act “Corporations Act” mea n s the Corp o rations Act 2 001 (Cth). “Director” m eans a dire c tor of the C o mpany. “the Board” means the b oard of Dir e ctors of the Company. “ the Company ” means N uSep Holdi n gs Ltd (ACN 120 047 5 56). “Key Management Personnel” has t he same meaning as def i ned in the C orporations Act “ Shares ” means fully pa i d ordinary s h ares in the c apital of th e Company” “ Shareholder ” means a h older of Sh a res.

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All Correspondence to:

• By Mail NuSep Holdings Limited PO Box 2202 Homebush West NSW 2140

 In Person NuSep Holdings Limited 30 Richmond Road Homebush NSW 2140  By Fax: + 61 2 8415 7399

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am AEDT on Wednesday 27 November 2013.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. 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 security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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 in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am AEDT on Wednesday 27 November 2013. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

 By Fax + 61 2 8415 7399

• By Mail NuSep Holdings Limited

• PO Box 2202,

Homebush West NSW 2140 Australia

 In Person NuSep Holdings Limited 30 Richmond Road, Homebush NSW 2140 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

NuSep Holdings Limited ABN 33 120 047 556

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of NuSep Holdings Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark box)

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at NuSep Holdings Limited, 30 Richmond Road Homebush NSW 2140 on Friday 29 November 2013 at 10:00am AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

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 resolution 1, 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 resolution 1 and that votes cast by the Chair of the meeting for this resolution 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 resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called. Ordinary Business For Against Abstain* Resolution 1 To Adopt the Remuneration Report Resolution 2 To Elect Mr Prakash Patel as Managing Director Resolution 3 To Elect Ms Alison Coutts as a Non-Executive Director Resolution 4 To Appoint KPMG as Auditors of the Company Resolution 5 To Ratify previous Issue of Shares to Investors

For Against Abstain*

STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2013