MEMPHASYS LIMITED. — Proxy Solicitation & Information Statement 2007

Aug 13, 2007

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FOR IMMEDIATE RELEASE

EGM to Approve Share Purchase Offer and Associated Sale of Small Shareholdings

SYDNEY, AUSTRALIA – 14 August 2007 – NuSep Ltd (ASX: NSP) has issued the attached Notice of Meeting and associated Notice of sale of unmarketable parcels. The EGM to consider these matters will be held at 10am on 25[th] September at the Company’s head office in Frenchs Forest.

Currently NuSep has over 2,500 shareholders who hold less than $100 worth of shares in the Company, which represents approximately 3% of the total shares on issue. The Directors are concerned at the high cost of maintaining these small shareholdings, money which could be better spent growing the Company.

The Directors believe the most efficient way to reduce these costs is to offer all NuSep Shareholders a chance to top up their shareholding via the Share Purchase Offer (SPO). Details of the SPO are contained in the Short Form Prospectus dated 8 August 2007.

Any Shareholder who holds less than $100 worth of Shares once the SPO closes will be offered the opportunity to sell their Shares at the SPO price (25 cents) without brokerage. In this way, small Shareholders have the opportunity to either acquire more Shares in NuSep or to sell their Unmarketable Parcels at the same price without paying any brokerage.

Taylor Collison and two Directors of NuSep have agreed to underwrite $1.5m of the SPO and the Directors have agreed to buy the shares sold under the Unmarketable Parcel Sale Facility.

About NuSep Ltd

NuSep is an Australian BioSeparations company based in Frenchs Forest, Sydney. NuSep manufactures and markets a range of products to BioSeparations customers located worldwide through distribution and sales centres located in Australia, the USA and Europe. NuSep is listed on the Australian Stock Exchange where its shares trade under the code “NSP”.

NuSep currently operates across three product groups, each addressing BioSeparations customers, utilising patented technology and leveraging the company’s global distribution network. The three product groups are as follows:

1. Electrophoresis gels – NuSep offers two pre-cast gel ranges: iGels, innovative gels including long-life gels and gels with solid well dividers; and NuBlu, high quality gels at an every day price together with associated consumables.

2. Gradiflow[®] Instruments – NuSep has developed two unique laboratory separation devices based on Gradiflow[®] technology. The first to be released in early 2008 is a proteomics instrument that can separate a biological sample into eight fractions. The second instrument will be applied to sperm separation required for fertility treatments such as IVF.

22 Rodborough Road � Frenchs Forest NSW 2086 � Australia � 61.2.8977.9000 � 61.2.8977.9099 fax NuSep Ltd ABN: 33 120 047 556

www.nusep.com

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Development of this product is supported by the Australian Government’s Commercial Ready program.

1. Biological Products – NuSep supplies research grade reagents purified from human and animal plasma. The first product, human IgG was released in May 2007.

For more information about NuSep please visit the company’s website www.NuSep.com

Enquires/Additional information: NuSep Ltd Prakash Patel Company Secretary (02) 8977 9000

ABN 33 120 047 556

NUSEP LTD

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of members of NuSep Ltd (Company) will be held at 22 Rodborough Rd Frenchs Forest at 10am on Tuesday 25[th] September 2007.

Terms used in this Notice, including in the resolutions set out below, have the meanings ascribed to those terms in section 1 of the Explanatory Statement which accompanies and forms part of this Notice of Meeting.

BUSINESS

The resolutions set out below ( Resolutions ) relate to the issue of Shares in the Company. The first three resolutions relate to the the issue of up to 90.3 million Shares to the Shareholders of the Company as part of a Share Purchase Offer pursuant to a Prospectus dated 8 August 2007.

The fourth resolution is to approve an amendment the Company's constitution in relation to sale of

small holdings of less than $100.

The Explanatory Statement describes the proposals in more detail and contains other important information in relation to the Resolutions.

Resolutions

Resolution 1 – Approval for Issue of Shares

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

"That, for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, approval is given for the Directors to allot and issue up to 90.3 million Shares at an issue price of $0.25 each, for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Resolution 2– Approval for Issue of Shares to the Directors of the Company

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

" That, for the purposes of Listing Rule 10.11 of the ASX Listing Rules and for all other purposes, approval is given for the Company to allow each of the Directors of the Company to participate in the Share Purchase Offer to subscribe for up to 20,000 fully paid ordinary shares in the Company at an issue price of $0.25 per share on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Resolution 3– Approval for Underwriting Agreement with Mr John Manusu and Mr Nicholas Caré

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

" That, for the purposes of Listing Rule 10.11 of the ASX Listing Rules and for all other purposes, approval is given for the Company to issue up to 3,700,000 fully paid ordinary shares in the Company to Mr John Manusu and 300,000 shares in the Company to Mr

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Nicholas Care` pursuant to the Underwriting Agreement at an issue price of $0.25 per share on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Resolution 4 – Amendment of the Constitution of the Company

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That the constitution of the Company be amended as follows:

• insert the following definition in clause 1:

• " Small Holding " means a parcel of ordinary shares in the Company of less than $100."; and

• delete clause 106 (b) and insert in its place:

• (b) "If a notice is given under clause 106, it must be served on all members named in the register as the holder of a Small Holding".

Voting Exclusion

The Company will disregard any votes cast on Resolution 1 by a person who may participate in the proposed issue and by a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of those persons.

The Company will disregard any votes cast on Resolution 2 by:

Mr Nicholas Caré (Chairman, Director) Mr John Manusu (Director, Managing Director, CEO) Dr Choon Huat Lee (Director) Dr Chenicheri Hariharan Nair (Director) Mr Iain Howard Sorrell (Director)

and any associate of the above named people.

The Company will disregard any votes cast on Resolution 3 by:

Mr Nicholas Caré (Chairman, Director) Mr John Manusu (Director, Managing Director, CEO)

and any associate of the above named people.

The Company need not disregard a vote on Resolution 1, 2 and 3 if:

• (a) 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

• (b) 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 decide.

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The references to "associate" means associates for the purposes of section 11 and sections 13 to 17 of the Corporations Act (applying section 13 as if it was not confined to associate references occurring in Chapter 7 of the Corporations Act).

The Company will not disregard a vote on a Resolution 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.

NOTES

Who may vote

Under Regulation 7.11.37 of the Corporations Regulations 2001 , the Directors have determined that for the purposes of the meeting all ordinary shares in the Company will be taken to be held by the persons who held them as registered shareholders at 5pm AEST on 23[th] September, 2007 ( Register Date ).

All holders of ordinary shares in the Company as at the Register Date are entitled to attend and vote at the meeting subject to the voting exclusion statement.

Proxies

Please note that:

• a member who is entitled to attend and cast a vote at the meeting may appoint a person as the member's proxy ( Proxy ) to attend and vote for the member at the meeting;

• the appointment may specify the proportion or number of votes that the Proxy may exercise;

• a member who is entitled to cast 2 or more votes at the meeting may appoint 2 Proxies and may specify the proportion or number of votes each Proxy is appointed to exercise;

• if the member appoints 2 Proxies and the appointment does not specify the proportion or number of the member's votes each Proxy may exercise, each Proxy may exercise half of the votes;

• if the member appoints one proxy only, that proxy is entitled to vote on a show of hands. If a member appoints 2 Proxies, only one proxy is entitled to vote on a show of hands;

• where 2 Proxies are appointed, any fractions of votes resulting from the appointment of 2 Proxies will be disregarded;

• a Proxy need not be a member of the Company; and

• a Form of Proxy accompanies this Notice of Meeting.

Unless the member specifically directs the Proxy how to vote, the Proxy may vote as he or she thinks fit or abstain from voting.

If you wish to appoint a Proxy, you should complete the attached "Form of Proxy" and comply with the instructions set out in that form relating to lodgement of the form with the Company.

The Form of Proxy must be signed by the member or his or her attorney duly authorised in writing or, if the member is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act.

If any attorney or authorised officer signs the Form of Proxy on behalf of a member, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Form of Proxy.

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The Form of Proxy (together with any relevant authority) must be received NOT LATER THAN 48 hours before the time scheduled for the commencement of the meeting (or any adjournment of that meeting).

The completed Form of Proxy may be:

• mailed to the address on the Form of Proxy; or

• faxed to NuSep Ltd, attention Prakash Patel, Company Secretary, on facsimile number (02) 8977 9099.

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ABN 33 120 047 556

NUSEP LTD

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 a general meeting to be held at 10am on Tuesday 25[th] September 2007 ( Meeting ).

1. Definitions

ASX means the ASX Limited and includes any successor body.

Corporations Act means the Corporations Act 2001 (Cth).

Register Date means 5pm AEST 23[th] September 2007.

Shareholders means persons who held Shares as registered shareholders as at the Register Date.

Shares means ordinary shares in the capital of the Company.

Share Purchase Offer means the offer of up to 90.3 million Shares at an issue price of 25 cents per Share to Shareholders to raise up to $22.6 million pursuant to a Prospectus dated 8 August 2007.

Small Holding means a parcel of ordinary shares in the Company of less than $100.

Underwriting Agreement means the underwriting agreement between the Company, Taylor Collison, Mr John Manusu and Mr Nicholas Caré dated on or about 8 August 2007.

2. Resolution 1

Under Listing Rule 7.1 the Company must not (subject to certain exceptions) issue or agree to issue securities where such issue would cause the number of securities issued in the past 12 months to exceed 15% of its fully paid ordinary securities on issue 12 months before the date of the issue, without the prior approval of Shareholders in general meeting.

The Company is proposing to conduct a capital raising up to $22.6 million to provide small shareholders the opportunity to increase their shareholding under the Share Purchase Offer. The terms of the Share Purchase Offer are:

• (a) current shareholders will have the opportunity to each subscribe for additional shares in the Company at a price of $0.25 per Share;

• (b) the minimum subscription will be $1,000.00 per Shareholder;

• (c) the maximum subscription will be $5,000.00 per Shareholder;

• (d) no oversubscriptions will be accepted;

• (e) The Share Purchase Offer is partially underwritten by Taylor Collison and two Directors of NuSep to $1.5million.

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As the issue and allotment of Shares under the proposed Share Purchase Offer will exceed 15% of the Company's existing issued share capital, Shareholder approval in general meeting for the issue and allotment is required under Listing Rule 7.1.

Listing Rule 7.3 requires that the following information be provided to Shareholders:

Maximum number of 90.3 million Shares securities the entity is to issue:

Date of Issue: Issue to take place during the three months after the date this resolution is passed. Issue Price: $0.25 per Share

Basis on which All Shareholders. investors will be identified or selected:

Terms of securities: The Shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the existing Shares on issue.

Intended use of the marketing of the Gels; funds raised:

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completing the Sperm Sorter Clinical Trials; strategic acquisitions of both products and companies; and

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general working capital purposes and to meet estimated expenses of the Offer.

Date of Allotment: It is proposed that if the Share Purchase Offer is approved, the allotment will take place on 28 September 2007.

3. Resolution 2 and 3

ASX Listing Rule 10.11 states that unless one of the exceptions in ASX Listing Rule 10.12 applies, an entity must not issue equity securities (including shares) to any of the following persons without the approval of holders of ordinary securities by ordinary resolution:

• (a) a related party; or

• (b) a person whose relationship with the entity or a related party is, in the ASX's opinion, such that approval should be obtained.

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Accordingly, in order for the Directors to participate in the Share Purchase Offer to subscribe for Shares, it is necessary to obtain the approval of shareholders by way of ordinary resolution.

The Directors are all currently shareholders of the Company and as such are each entitled to acquire up to $5,000 worth of shares (equivalent to 20,000 Shares) under the Share Purchase Offer. The directors all intend to take up their entitlement.

The terms being offered to Directors in their capacity as directors are identical to those being offered to other Shareholders.

Listing Rule 10.13 requires that the following information be provided to Shareholders:

Name of Person Mr Nicholas Caré (Chairman, Director) Mr John Manusu (Director, Managing Director, CEO) Dr Choon Huat Lee (Director) Dr Chenicheri Hariharan Nair (Director) Mr Iain Howard Sorrell (Director)

Maximum number of up to 20,000 Shares each securities to be issued:

Date of Issue: Issue to take place within 1 month after the date this resolution is passed. Issue Price: $0.25 per Share Terms of securities: The Shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the existing Shares on issue. Intended use of the marketing of the Gels; funds raised: completing the Sperm Sorter Clinical Trials; strategic acquisitions of both products and companies; and general working capital purposes and to meet estimated expenses of the Offer.

4. Resolution 3

As stated above, ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, an entity must not issue shares to Directors without the approval of holders of ordinary securities by ordinary resolution.

The Company has entered into the Underwriting Agreement with Taylor Collison, Mr John Manusu and Nicholas Caré to underwrite the first $1.5 million of the Share Purchase Offer. If shareholders do not apply for the first $1.5 million of Shares under the Share Purchase Offer, Mr John Manusu and Mr Nicholas Caré will subscribe for the shortfall together with Taylor Collison. Mr John Manusu may therefore subscribe for up to $925,000 (or 3,700,000 shares) and Mr Nicholas Caré may therefore subscribe for up to $75,000 (or 300,000 Shares ).

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Accordingly, in order for the Directors to underwrite the Share Purchase Offer, it is necessary to obtain the approval of shareholders by way of ordinary resolution.

Listing Rule 10.13 requires that the following information be provided to Shareholders:

Name of Person Mr Nicholas Caré (Chairman, Director) Mr John Manusu (Director, Managing Director, CEO)

Maximum number of Mr John Manusu up to 3,700,000 Shares securities to be issued: Mr Nicholas Care up to 300,000 shares

Date of Issue: Issue to take place within 1 month after the date this resolution is passed. Issue Price: $0.25 per share

Terms of securities: The shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the existing Shares on issue.

Intended use of the marketing of the Gels; funds raised: completing the Sperm Sorter Clinical Trials; strategic acquisitions of both products and companies; and general working capital purposes and to meet estimated expenses of the Offer.

5. Resolution 4

Clause 106 of the Company's constitution ( Constitution ) permits the Company to sell the Shares of a member who holds less than a marketable parcel of shares, subject to certain requirements.

The Constitution currently adopts the definition of a marketable parcel in the ASX Listing Rules. A marketable parcel is a parcel of equity securities (as defined in the ASX Listing Rules) in the Company of not less than $500 ( Marketable Parcel ).

The Company currently has a large number of shareholders with less than a Marketable Parcel of shares, and it incurs considerable costs in the administration of those shareholdings and providing reports, notices and other information to shareholders. The Company believes that by requiring the sale of Small Holdings (that is, with a value of less than $100) in accordance with clause 106 of its Constitution it can reduce these costs.

The Company has issued a notice to all shareholders currently holding less than a Marketable Parcel of Shares as required by clause 106 of its Constitution ( Notice ). Shareholders are required under the Notice to:

• (a) lodge the application form for additional shares in the Company included in the prospectus dated 8[th] August 2007 by 27[th] August 2007; or

• (b) purchase additional NuSep shares on the ASX to increase their holding to a parcel of more than $100; or

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• (c) advise the Company in writing by completing the share retention notice attached to the Notice and returning it to the Company on or before 5pm on 26[th] September 2007,

before their Shares are sold by the Company.

Listing Rule 12.4 requires that the Company maintain certain minimum requirements in relation to its Shareholders in order to remain listed on the ASX. The Company on 3 August 2007 had 4,512 shareholders. If the Company sold all unmarketable parcels under the current definition in the constitution it is possible that it would not continue to meet the requirements of Listing Rule 12.4.

The proposed amendment to the constitution allows the Company to only require the sale of Small Holdings of Shares (that is, with a value of less than $100) which will affect approximately 2,500 Shareholders. This would reduce the costs currently being incurred in relation to administration of unmarketable shareholdings and ensure that the Company complies with the spread requirements under the ASX Listing Rules.

Please Note: If this resolution is not passed by the Meeting the Company will not sell any Small Holdings of Shares.

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NuSep Ltd ABN 33 120 047 556 Extraordinary 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 you intend to appoint a proxy to attend the NuSep Ltd Extraordinary General Meeting on your behalf, please complete this 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

The Chairman of the � Meeting

Meeting OR (mark with an “X”)

Write here the name of the person you are appointing if this person is someone other than 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 Extraordinary General Meeting to be held at the at 22 Rodborough Road on Tuesday 25 September 2007 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. Approval for Issue of Shares	�	�	�
2. Approval for Issue of Shares to the Directors of the Company	�	�	�
3. Approval for Underwriting Agreement with Mr John Manusu and Mr Nicolas Caré	�	�	�
4. Amendment of the Constitution of the Company	�	�	�

• 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:

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Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3
Sole Director & Sole Company Secretary Director Director / Company Secretary
Dated this day of 2007
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Contact Name

Contact Business Telephone / Mobile

NuSep Ltd Proxy Form

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 10am AEST on 23 September 2007 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Postal address:

NuSep Ltd PO Box 6126 Frenchs Forest NSW 2086

In person at:

NuSep Ltd 22 Rodborough Road Frenchs Forest NSW 2086

Fax number:

(02) 8977 9099

ABN 33 120 047 556

NuSep Ltd

8 August 2007

Number of Shares you held as at Record date, 5pm on 3 August 2007 < >

Dear Shareholder

Sale Notice to Holders of Unmarketable Parcels of Shares Pursuant to Clause 106 of NuSep Ltd's Constitution

Our share registry records, maintained by Registries Limited, show that the number of NuSep Ltd ( Company ) shares held in your name is less than a marketable parcel as defined in the Company's Constitution which is currently $500. The closing price of the Company's shares on the record date 3 August 2007 was 27 cents per share. On this basis, your shareholding shown above constitutes an unmarketable parcel at this date.

The Company is proposing to hold an extraordinary meeting of shareholders of the Company on Tuesday 25 September 2007 ( EGM ) to approve a change to the Constitution to allow the sale of small shareholdings. A small shareholding is a parcel of securities of less than $100 ( Small Holding ).

You will appreciate that the Company incurs considerable costs to administer shareholdings, and to provide Annual Reports, Notices of Meetings, and other information to its shareholders.

To reduce these costs the Company gives notice that, subject to shareholder approval at the EGM, if your shareholding in the Company is less than $100 in value as at the close of Australian Securities Exchange (ASX) trading on 26 September 2007 (Effective Date), the Company will exercise its right to sell your shares.

The Directors have agreed to purchase any Small Holding offered for sale at 25 cents being the issue price of the Company's current capital raising.

Actions required

If you do not wish for your shares to be sold, you will need to:

• (a) lodge the application form for additional shares in the Company included in the prospectus dated 8 August 2007 ( Application Form ) by 27 August 2007, this prospectus is only open to Australian registered holders; or

• (b) purchase additional NuSep shares on the ASX to increase your holding to more than $100. The Additional shares must be held in the same holding as your current shares and must be registered by 5pm (AEST) on 26 September 2007; or

• (c) advise the Company in writing by completing the share retention notice ( Share Retention Notice) attached to this Sale Notice. The form must be received on or before 5pm (AEST) on 26 September 2007.

The Application Form or Share Retention Notice should be sent directly to the Company Secretary of NuSep Ltd.

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If you do not lodge the Application Form or Share Retention Notice by their due date and you hold less than $100 worth of Shares on the Effective Date, the Company intends to offer your shares for sale to the Directors of NuSep.

Trading History

The Company’s Shares commenced trading on the ASX on 14 May 2007 and consequently, the trading history on the ASX as at the date of this letter is limited to that period.

The highest and lowest recorded market sale prices of the Shares quoted on the ASX during the period from commencement of Official Quotation to the date of this letter were 52 cents on 19 June 2007 and 21 cents on 1 August 2007. The most recent trading price was 32.5 cents on 7 August 2007.

Sale Price

The Company's share price fluctuates. The price you will receive if the Company sells your shares is 25 cents being the issue price of the Company's current capital raising.

Proceeds of Sale

The proceeds from the sale of Small Holdings will be paid to shareholders within 7 days of the Company receiving the share certificates (if any) relating to the Shares. If there are no share certificates the proceeds from the sale will be paid to shareholders within 14 days of the Company receiving the proceeds of the sale.

The Company will bear all costs of the sale of these shareholdings.

You will be paid in Australian dollars in accordance with your existing payment instructions provided to NuSep Ltd in respect of your shareholding (ie. cheque will be mailed to your address on NuSep’s share register). If you wish to change your registered address, please contact our registry, Registries Limited, by telephone on + 61 2 9290 9600.

Shareholder Approval

If the proposed amendments to the Company's Constitution are not approved at the EGM, the Company will not offer your shares for sale.

If you have any questions regarding this letter or your shareholding, please contact your adviser, or me on +61 2 8977 9000.

Yours sincerely

Prakash Patel Company Secretary NuSep Ltd

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NuSep Ltd ABN 33 120 047 556

NOTICE TO RETAIN SHAREHOLDING

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

< >

SRN/HIN: < >

Number of Shares you held as at Record date, 5pm on 3 August 2007 < >

You are required to complete and return this Share Retention Notice ( Notice ) to NuSep Ltd by 5.00pm AEST on 26 September 2007 if you wish to retain your NuSep Ltd shares – notwithstanding that they do not currently represent a marketable parcel as at the date of this Notice.

In accordance with clause 106 of the Constitution of NuSep Ltd, I/we[] give notice that I/we[] wish to retain my/our[*] shareholding in NuSep Ltd.

Signature of Shareholder(s)

Individual or First Shareholder		Shareholder 2		Shareholder 3
Director/Sole Director or Sole Company Secretary*		Director/Company Secretary Director*

• Delete whichever is not applicable

Date:

Notes

1. Number of Shares

This Notice only applies to the account identified by the SRN/HIN given above.

2. Signature requirements

Each shareholder must sign this form. If shares are held in joint names, all shareholders must sign. If signing as an Attorney, then the Power of Attorney must have been noted by the Company's share registry to be duly executed and accompany this form. Only duly authorised officers may sign on behalf of a company, stating the office held by the signatories.

3. Address for return of Share Retention Notice

NuSep Ltd PO Box 6126 Frenchs Forest NSW 2086, Australia

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