MEMPHASYS LIMITED. — Proxy Solicitation & Information Statement 2011

Aug 10, 2011

==> picture [222 x 28] intentionally omitted <==

==> picture [222 x 28] intentionally omitted <==

==> picture [222 x 28] intentionally omitted <==

==> picture [222 x 28] intentionally omitted <==

NuSep Holdings Ltd ABN 33 120 047 556

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

General Meeting to be held at Level 18 133 Castlereagh Street Sydney, NSW 2000 on Friday 9[th] September 2011 commencing at 10am

==> picture [141 x 18] intentionally omitted <==

==> picture [141 x 18] intentionally omitted <==

==> picture [141 x 18] intentionally omitted <==

==> picture [141 x 18] intentionally omitted <==

11[th] August 2011

Dear shareholder,

I am pleased to invite you to attend the General Meeting of NuSep Holdings Ltd to be held at Level 18, 133 Castlereagh Street, Sydney on Friday 9[th] September 2011 at 10.00 am. We have attached a proxy form for those shareholders who can’t attend the General Meeting for you to vote on the specified motion. The 15¢ Bonus Options will be issued on a pro rata 1 for 2 basis for all ordinary shares held on 30[th] September 2011. Enclosed is the Notice of General Meeting and associated documents.

I look forward to updating shareholders at the General Meeting on the 2011 full year results and specifically developments since 30[th] June 2011 balance date. This is an exciting time for the Company and I am sure we will look back on the last year as a critical turning point in NuSep’s evolution.

As always, your input is invited and greatly valued by the Board and Management team of NuSep. If you have any questions, please do not hesitate to contact the Company Secretary, Prakash Patel, on (02) 8415 7300.

We look forward to seeing you at the General Meeting.

Yours sincerely

John Manusu Executive Chairman

2

NuSep Holdings Ltd ABN 33 120 047 556

NOTICE OF GENERAL MEETING

NOTICE is given that a General Meeting of shareholders of NuSep Holdings Ltd (“the Company ”) will be held at 10.00 am on Friday 9[th] September 2011 at Level 18, 133 Castlereagh Street, Sydney, NSW 2000.

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

BUSINESS

Ordinary Resolution

1) Approval of the Share Purchase Offer shares to Shareholders under the Prospectus dated 5[th] July 2011

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

“That, for the purposes of ASX Listing Rule 7.1, the shareholders of the Company approve the issue of up to 21,000,000 ordinary shares in the Company under the Prospectus dated 5[th] July 2011 as set out in item 1 of the Explanatory Memorandum.”

2) Approval of Director to participate in the Share Purchase Offer – John Manusu

If Resolution 1 is approved then to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Company approve for all purposes, including, ASX Listing Rule 10.11 and section 208 of the Corporations Act, the participation of John Manusu the Executive Chairman of NuSep Holdings Ltd in the Share Purchase Offer for the shareholding that they have in NuSep Holdings Ltd for up to 150,000 ordinary shares. The shares to be approved in this motion form part of the 21,000,000 ordinary shares being approved in Motion 1.”

3) Approval of Director to participate in the Share Purchase Offer – Hari Nair

If Resolution 1 is approved then to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Company approve for all purposes, including ASX Listing Rule 10.11 and section 208 of the Corporations Act, the participation of Hari Nair the Managing Director of NuSep Holdings Ltd in the Share Purchase Offer for the shareholding that they have in NuSep Holdings Ltd for up to 150,000 ordinary shares. The shares to be approved in this motion form part of the 21,000,000 ordinary shares being approved in Motion 1.”

3

4) Approval of Director to participate in the Share Purchase Offer – Iain Sorrell

If Resolution 1 is approved then to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Company approve for all purposes, including, ASX Listing Rule 10.11 and section 208 of the Corporations Act, the participation of Iain Sorrell a Non-Executive Director of NuSep Holdings Ltd in the Share Purchase Offer for the shareholding that they have in NuSep Holdings Ltd for up to 150,000 ordinary shares. The shares to be approved in this motion form part of the 21,000,000 ordinary shares being approved in Motion 1.”

5) Approval of Director to participate in the Share Purchase Offer – William Spee

If Resolution 1 is approved then to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Company approve for all purposes, including ASX Listing Rule 10.11 and section 208 of the Corporations Act, the participation of William Spee a Non-Executive Director of NuSep Holdings Ltd in the Share Purchase Offer for the shareholding that they have in NuSep Holdings Ltd for up to 150,000 ordinary shares. The shares to be approved in this motion form part of the 21,000,000 ordinary shares being approved in Motion 1.”

6) Approval for issue of ordinary shares to the Director pursuant to the Underwriting Agreement _- John Manusu

If Resolutions 1 and 2 are approved then to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of 10.11 of the ASX Listing Rules and section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 1,000,000 ordinary shares at a price of 10¢ per share to John Manusu the Executive Chairman of the Company pursuant to the Underwriting Agreement on the terms and conditions set out in item 3 of the Explanatory Memorandum. The shares to be approved in this motion form part of the 21,000,000 ordinary shares being approved in Motion 1.”

7) Approval for issue of ordinary shares to the Director pursuant to the Underwriting Agreement _- Hari Nair

If Resolutions 1 and 3 are approved then to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of 10.11 of the ASX Listing Rules and section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 1,000,000 ordinary shares at a price of 10¢ per share to Hari Nair the Managing Director of the Company pursuant to the Underwriting Agreement on the terms and conditions set out in item 3 of the Explanatory Memorandum. The shares to be approved in this motion form part of the 21,000,000 ordinary shares being approved in Motion 1.”

4

8) Approve Issue of Pro Rata Bonus Share Options exercisable at 15¢

If Resolution 1 is approved then to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for all other purposes, shareholders approve the issue of up to 47,025,586 options exercisable at 15¢ per share and expiring 31[st] March 2012, to all Shareholders as at 30[th] September 2011 pro rata on a 1 for 2 basis, and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of meeting.”

9) Approval of the issue of shares to the unrelated Underwriters of the Prospectus dated 5[th] July 2011

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

“That, for the purposes of ASX Listing Rule 7.1, the shareholders of the Company approve the issue of up to 13,000,000 ordinary shares in the Company under the Prospectus dated 5[th] July 2011 to the Underwriters of the SPO who are not related parties of the Company as required to meet their underwriting obligations as set out in item 5 of the Explanatory Memorandum. The shares to be approved in this motion form part of the 21,000,000 ordinary shares being approved in Motion 1.”

Voting

Voting by proxy

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

• b) A proxy need not be a shareholder.

• c) A shareholder who is 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. The following addresses and facsimile number are specified for the purpose of receipt of proxy appointments:

By hand: By mail: NuSep Holdings Ltd NuSep Holdings Ltd 324 Burns Bay Road PO Box 823, Lane Cove, NSW 2066 Lane Cove, NSW 1595 Facsimile: +61 (2) 8415 7399

• 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 Exclusion:

NuSep has applied to the ASX for a waiver of Listing Rules 7.3.8 which has been approved would allow all shareholders (except of the Underwriters) who have participated in the SPO to vote on this resolution.

The Company will disregard any votes cast on Resolutions 1 by:

5

• Any Underwriters or sub Underwriters of the SPO offer and any associates of

• these persons.

The Company will disregard any votes cast on Resolutions 2 & 6 by:

• John Manusu as a Director being entitled to participate in the SPO and

• underwriting of the SPO and, therefore, benefiting from the resolutions; and

• an associate of John Manusu.

The Company will disregard any votes cast on Resolutions 3 & 7 by:

• Hari Nair as a Director being entitled to participate in the SPO and

• underwriting of the SPO and, therefore, benefiting from the resolutions; and • an associate of all of Hari Nair.

The Company will disregard any votes cast on Resolutions 4 by:

• Iain Sorrell as a Director being entitled to participate in the SPO and,

• therefore, benefiting from the resolutions; and

• an associate of Iain Sorrell.

The Company will disregard any votes cast on Resolutions 5 by:

• William Spee as a Director being entitled to participate in the SPO and,

• therefore, benefiting from the resolutions; and

• an associate of William Spee.

The Company will disregard any votes cast on Resolutions 9 by:

• Unrelated Underwriters of the SPO as shareholders being entitled to

• participate in the SPO and, therefore, benefiting from the resolutions and a person who may obtain a benefit other then solely in a capacity as a shareholder if the resolution is passed; and

• an associate of such persons.

However, for each of the resolutions 1 to 7 and 9 the Company need not disregard a vote if:

• 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; 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.

Voting entitlement

In accordance with Corporations Regulation 7.11.37, the board has determined that for the purposes of the General Meeting, securities will be taken to be held by the persons who are registered holders at 7 pm (Australian Eastern Standard Time) on Wednesday 7[th] September 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

By order of the Board

==> picture [76 x 19] intentionally omitted <==

Prakash Patel Company Secretary 11[th] August 2011

6

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 the General Meeting to be held at 10.00 am on Friday 9[th] September 2011 ( Meeting ).

1. Resolution 1: Approval of the Share Purchase Offer shares to Shareholders under the Prospectus dated 5[th] July 2011

Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any 12 month period any equity securities or other securities with rights to conversion to equity (such as shares) if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

The Company advised the market that it will issue up to 21,000,000 Shares at an issue price of 10¢ per Share under a Prospectus dated 5[th] July 2011. This Share Purchase Offer ( SPO ) capital raising was open to all shareholders who held shares as at 6[th] July 2011. The shares to be issued under this SPO will be fully paid ordinary shares issued on the same terms as the existing ordinary shares in the Company.

In accordance with Listing Rule 7.3, the Company provides the following information:

In accordance with Listing Rule 7.3, the	Company provides the following information:
The number of securities to be allotted	Up to 21,000,000
The price at which the securities will be issued	10 cents per share
Terms of the securities	Fully paid ordinary shares ranking equally with fully paid ordinary shares already on issue in the Company
Names of allottees or basis on which allottees determined	The share purchase offer has been extended to all shareholders of the Company who held shares as at 6 July 2011, including the underwriters. (Issues to related parties are subject resolution 2 to 7)
Date of issue and allotment of the Securities	The securities will be issued and allotted within 3mths of the date of the General Meeting.

Funds raised under this SPO will be used to:

• market the Gels and IQ software;

• partially fund the Singapore plasma project; and

7

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

Ratification of this issue will allow the Company to issue further securities in the future up to the 15% threshold without the need to obtain shareholder approval.

The SPO is open to all shareholders with a registered address in Australia or New Zealand.

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

2. Resolutions 2 to 5 inclusive: Approval of Directors to participate in the Share Purchase Offer

Shareholders are also requested to approve the Directors of NuSep to participate in the SPO for the shareholding that they hold in NuSep.

As Directors are related parties under the Corporations Act, ASX Listing Rule 10.11 requires the Company to seek shareholder approval for the issue of shares to Directors or other related parties of the Company. Section 208 (1) of the Corporations Act 2001 (Cth) also provides that a Company is prohibited from giving a financial benefit to a related party without first obtaining shareholder approval. .

The Board believes it is important that no group of shareholders should be excluded from the SPO and, as such, requests that shareholders consent to the Directors participating in the SPO on the identical terms as they are entitled to participate.

In accordance with the requirements of ASX Listing Rule 10.13, the following information regarding the share issues is set out below:

The number of ordinary shares to be issued to each Director is set out in the table below. The table also shows the total interest of each Director in the Company after the share issue as set out in the table below:

Name	Number of Shares to be issued	Total Interest of Director in Company after share issue *	% of Issued Capital after share issue
John Manusu	150,000 150,000	2,765,253 Shares Directly 658,923 Shares Indirectly	2.9% 0.7%
Hari Nair	150,000	1,188,680 Shares Directly	1.3%
Iain Sorrell	150,000	1,052,328 Shares Directly	1.1%
William Spee	150,000 150,000	280,721 Shares Directly 2,671,109 Shares Indirectly	0.3% 2.8%
Total	900,000	8,617,014 Shares	9.1%

• Excludes any shares that may be issued under the SPO underwriting.

8

These shares will be issue at a price of 10¢ per share (representing a discount of approximately 28% from the market price on Thursday 14[th] June 2011, being 14¢ per share). This represents the same pricing in which all of NuSep’s shareholders can participate via the current SPO.

The maximum number of fully paid ordinary shares to be issued to the Directors (in the aggregate) is 900,000. The individual Directors shares to be issued are outlined in the table above. Excludes any shares that may be issued under the SPO underwriting.

If these resolutions are passed, the shares will then be issued within 1 month of the date of the General Meeting.

The take up of the SPO shares by the Directors will provide additional cash to the Company at the rate of 10¢ per share taken up under the SPO.

The monetary value of the proposed issue of 900,000 shares to the Directors in return for cash at 10¢ per share is $90,000. The Funds raised from the Directors will be used to:

• market the Gels and IQ software;

• partially fund the Singapore plasma project; and

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

The dilutionary effect of the 900,000 Share proposed to be issued to the Directors in return for cash of $90,000 will be 1.2% of the existing shares on issue. Currently there are 73,051,172 ordinary shares on issue.

By allowing the Directors to participate in the SPO, the Company will receive $90,000 in cash if they take up their full SPO entitlement.

The shares issued under resolution 2- 5, if approved by shareholders, will rank equally with fully paid ordinary shares already on issue in the Company.

None of the Directors have sold shares in the Company during the last six months, nor is there any expectation that they will sell any of the shares issued in accordance with the above resolutions in the near future.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the ordinary shares to the Directors as approval is being obtained under ASX Listing Rule 10.11.

The Board makes no recommendation as to resolutions 2 to 5 as each of the Directors has a material interest in the outcome of their resolutions. Each Director does not make a recommendation on their own motions.

3. Resolutions 6 & 7: Approval for issue of ordinary shares to the Directors pursuant to the Underwriting Agreement

Under Chapter 2E of the Corporations Act 2001 a public company cannot give a ‘financial benefit’ or a ‘related party’ benefit unless one of the exceptions set out in sections 210 to 216 of the Corporations Act 2001 applies or shareholders have, in general meeting approved the giving of that financial assistance.

9

Additionally, under 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.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the ordinary shares to the Directors as approval is being obtained under ASX Listing Rule 10.11.

The Company has entered into the Underwriting Agreement with a number of Existing Shareholders and Directors of the Company to underwrite the first $1.5 million of the Share Purchase Offer (SPO). If shareholders do not apply for the first $1.5 million of Shares under the SPO, the Directors and Existing Shareholders of the Company will subscribe for the shortfall. The Directors have underwritten $200,000 of the $1.5m SPO Underwritten Amount.

Shareholders should note that the SPO Prospectus is not conditional on the approval of the Directors Underwriting Agreement by Shareholders. Should this Director Underwriting Agreement not be approved by Shareholders at the meeting on 9[th] September 2011 the Directors underwriting amount of $200,000 would be cancelled leaving the Existing Shareholder underwriting amount of $1,300,000.

Underwriting Agreement

The Offer is partially underwritten by a number of Existing Shareholders of NuSep and the Directors of NuSep to $1.5 million. The Directors of NuSep who have agreed to Underwrite the SPO are Mr John Manusu and Dr Hari Nair. These Directors have agreed to underwrite $200,000 of the $1.5 million Underwriting Agreement as a sign of their commitment and support of the Company ( Underwritten Amount ).

If the first $1.5 million of the SPO issue is not subscribed for, the underwriters, including the Directors, will subscribe for the shortfall. The Directors may therefore subscribe for, and be issued up to 2,000,000 ordinary shares.

If no shareholders take up the SPO then the underwriters will be required to subscribe for the full $1.5 million of the underwriting commitment. In this case the Directors as a group would hold 11.0% of the expanded issued capital. See the table below:

	Current Shareholding	Underwriting commitment	Underwriting Shares	Total new Shareholding ^	% of Expanded Capital
John Manusu	3,124,176	$100,000	1,000,000	4,124,176	4.6%
HariNair	1,038,680	$100,000	1,000,000	2,038,680	2.3%
Iain Sorrell	902,328	-	-	902,328	1.0%
William Spee	2,651,830	-	-	2,651,830	3.1%
Total	7,717,014	$200,000	2,000,000	9,717,014	11.0%

^ Excludes any shares that may be issued under the SPO.

This table has been compiled on the basis that no shares are taken up under the SPO by Shareholders. In this situation the Underwriters would be required to subscribe $1.5m for

10

a total of 15 million Shares. The right hand column shows the maximum Director shareholding and percentage this represents of the expanded capital that each Director would hold in NuSep if no shares were acquired by Shareholders under the SPO. In this situation the Directors would hold and control 11.0% of NuSep’s issued capital. The above shareholdings include associated and related parties to each of the Directors. The SPO is underwritten for the first $1.5m of the $2.1m offer, the balance of $0.6m is not underwritten.

In accordance with the requirements of ASX Listing Rule 10.13, the following information regarding the share issues is set out below:

Name of Person:	MrJohn Manusu andDr HariNair.
Director underwriting amount:	$200,000 out of a $1.5 million underwriting agreement.
Maximum number of securities to be issued to the Directors:	John Manusu Up to 1,000,000 ordinary shares. Dr Hair Nair Up to 1,000,000 ordinary shares.
Date of Issue:	The issue of the ordinary shares will occur no later than 1 monthafterthe date ofthismeeting.
Issue Price:	10¢ per ordinary share (representing a discount of approximately 28% from the market price as at 14 June 2011, being14¢ pershare).
Terms of securities:	Fully paid ordinary shares which on issue will rank pari passu withthe existing ordinary shares.
Intended use of the funds raised:	The $200,000 funds raised will be used to market the Gels and IQ software.

Chapter 2E of the Corporations Act 2001 (Cth)

Chapter 2E of the Corporations Act prohibits a public company from giving a “financial benefit” to a “related party” (including directors) of the company unless:

• i. the giving of the financial benefit falls within one of the nominated exceptions; or

• ii. prior Shareholder approval is obtained consenting to the giving of the financial benefits.

For the purposes of Chapter 2E, each of the Directors are considered to be related parties of the Company.

The proposed issue of ordinary shares to the Directors, pursuant to the SPO and the Underwriting Agreement, may constitute a financial benefit to a related party of the Company within the meaning of Chapter 2E.

However, section 210 of the Corporations Act provides that shareholder approval under section 208 of the Corporations Act is not required if the financial benefit is provided to the related party on terms that would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm's length.

11

The Board has reasonably formed the view that the entry by the Directors into the Underwriting Agreement in this instance is reasonable in the circumstances as the Directors have accepted a lower underwriting fee than the other unrelated third parties to the underwriting agreement.

This view has been further supported as the ordinary shares are to be offered to the public on the same basis as the ordinary shares under the Underwriting Agreement.

The terms of the Underwriting Agreement are identical except for the share price, the type of securities to be issued and the amount of capital to be raised as the terms previously negotiated in relation to the Underwriting Agreement approved by shareholders at the General Meeting on Wednesday 14[th] April 2010.

Under this Underwriting Agreement the Directors may be issued with up to 2,000,000 ordinary shares with a value of 10¢ per ordinary share (representing a discount of approximately 28% from the market price as at 14[th] June 2011, being 14¢ per share).

In addition, the Directors will receive a fee for underwriting the rights issue of $10,000 in total ($5,000 to John Manusu and $5,000 to Hari Nair) The Directors have accepted an underwriting fee of 5%, which is less than the 6% underwriting fee required by the third party underwriters. As with the third party underwriters the directors will receive the underwriting fee irrespective of the shortfall that they are required to subscribe for.

By agreeing to underwrite part of the rights issue the Directors are reducing the Company’s liability to pay a higher underwriting fee. If third parties were to underwrite the whole amount, the Company would be required to pay the full 6% on the whole amount of $1.5 million.

Accordingly the Board believes shareholder approval for the purpose of Chapter 2E of the Corporations Act is not necessary but has elected to give the required disclosure as a sign of their commitment to Good Corporate Governance.

4. Resolution 8: Approve Issue of listed Bonus Share Options exercisable at 15¢

The Company is proposing to make a pro rata 1:2 bonus issue of 15¢ share options to all shareholders who hold shares on 30[th] September 2011. It is proposed that these bonus share options will be listed on the Australian Stock Exchange.

Strictly speaking the Board is not required to seek shareholder approval to undertake a bonus pro rata issue. While this is true at law, the NuSep Board believes that, as it has in the past, seeking shareholder ratification of its determination to raise capital by way of a bonus issue is appropriate as a measure of its desire to achieve the highest level of Good Corporate Governance.

A Prospectus dated 5[th] July 2011 relating to the proposed bonus share options was mailed to all shareholders on 6[th] July 2011. This Prospectus set out the terms and conditions of the proposed bonus share options and shareholders are referred to this document. A summary of the terms of these share options is outlined below:

12

Maximum number 47,025,586 share options. of securities the entity is to issue:

Date of Issue:

The issue of the Bonus share options will occur no later than 3 months after the date of this meeting.

Exercise Price:

The exercise price of the Bonus Share Options will be 15¢ per share option. The Bonus listed share options will be issued for nil consideration.

Exercise Price per 15¢ per bonus listed share option Bonus Listed Share Option

Basis on which investors will be identified or selected:

The Bonus issue will be made pro rata to all Shareholders on the basis of one Share Option for every two existing shares held on 30[th] September 2011.

Terms of securities: If exercised, each Bonus Share Option will convert into one ordinary fully paid share that will rank pari passu with the existing ordinary shares.

Intended use of the Given the inherent uncertainty of the amount that might be raised under funds raised: the Bonus Share Options the Company is only able to provide a general outline of the use of these funds. NuSep proposes to use these funds:

I. The first $1m raised to fund the SpermSep clinical trials; II. The next $500,000 will be used to market the Gels and IQ software; and III. The balance of any funds raised will be invested in the Singapore plasma project and general working capital.

Quotation:

The Company has applied to ASX for admission of the Bonus Share Options to official quotation.

Date of Allotment: It is proposed that the allotment will take place within three months of the meeting date.

Rights and liabilities attaching to NuSep 1:2 Bonus 15¢ Share Options

The rights and liabilities attaching to the 1:2 Bonus 15¢ Share Options are outlined here for informational purposes only and are also included in the Prospectus dated 5 July 2011. These rights and liabilities will only become effective if NuSep Shareholders approve the issue of these share options at the General Meeting to be held on Friday 9 September 2011.

Issue of Options

The Directors on behalf of the Company may issue Options pursuant to the Prospectus dated 5 July 2011 subject to these conditions and to the provisions of the Constitution and the Corporations Act. The Directors

13

may, subject to the provisions of the Constitution and the Corporations Act, from time to time, issue further options, including Directors, Employees and Consultants Options on terms and conditions of issue as they shall think fit.

Entitlement to the Options

Each Nusep Shareholder will be allotted one (1) Option for every two (2) Shares held by that Shareholder on 30[th] September 2011 provided that:

Shareholders approval for the issue of these Options is obtained at the General Meeting on 9 September 2011.

Terms of the Options

The Options issued under the Prospectus dated 5 July 2011 have the following general terms:

Item	Details
ExercisePrice	15¢ perOption
Option ExpiryDate	31stMarch 2012
Exercise Dates	Any time up to and including the Option Expiry Date of 31stMarch 2012.
Publicly Tradable	NuSep will apply to the ASX for these Options to be listed underthe code of ‘NSPOA’.
Exercise Ratio	1Option converts into 1 fully paidShare

Exercise of Options

• 1.1.1.1. The Option Holder of an Option may at any time and from time to time during the Exercise Period give an Exercise Notice to the Company requiring the Company to issue fully paid Shares on exercise of one or more of the Options.

• 1.1.1.2. An Exercise Notice must be in writing, in the form attached to this Prospectus dated 5 July 2011 and must be delivered to the Company at Lane Cove together with the payment of 15¢ per Option to be exercised.

• 1.1.1.3. An Exercise Notice does not have effect until the Company has received and cleared payment for the full amount of the Exercise Price for all of the Options exercised.

• 1.1.1.4. The Company must within 10 Business days after it receives and clears a cheque in payment of the Exercise Price, allot and issue to the Option Holder the number of resulting Shares.

• 1.1.1.5. The Company must send or cause to be sent to the Option Holder a holding statement in respect of the Options held, any Shares issued on exercise of an Option and any unexercised Options after the Holder has exercised an Option within the time and in accordance with the time prescribed by the ASX Listing Rules after the first holding statement or other statement is sent.

• 1.1.1.6. If required by the ASX Listing Rules, the Company must tell the Option Holder in writing of the Exercise Price and Option Expiry Date of the Options within the time prescribed by the ASX Listing Rules after the first holding statement or other statement is sent.

• 1.1.1.7. Shares allotted upon exercise of Options will rank equally in all respects with other issued Shares from the date of allotment and will be held subject to the Constitution.

• 1.1.1.8. Any Option which has not been exercised by 5.00pm on the expiry date of 31[st] March 2012 lapses. Any Exercise Notice received by NuSep after this date will be rejected.

Quotation of Shares

The Company will make application to ASX for admission to the official list of any Shares issued as the result of the exercise of any Option within 10 Business Days of the issue and allotment of those Shares.

New Issues

• 1.1.1.9. Option Holders cannot participate in any new issues of securities in the Company without first exercising the relevant Options. However, the Company will send a notice to each Option Holder

14

at least 9 Business Days before the record date applicable to a new rights issue. This will give Option Holders the opportunity to exercise their Options prior to the date for the determination of Entitlements to participate in a new rights issue.

• 1.1.1.10. Option Holders who exercise their Options before the applicable record date for the new issue will be entitled to participate in that new rights issue.

• 1.1.1.11. An Option Holder does not have any right to change the Exercise Price of an Option or the number of Shares over which an Option can be exercised.

• 1.1.1.12. If there is a bonus Issue to the holders of Shares in the Company then the number of Shares over which each Option is exercisable will be increased by the number of Shares which the Option Holder would have received under the bonus Issue if the Option had been exercised before the record date for the bonus Issue.

• 1.1.1.13. In the event of any reorganisation including subdivision, consolidation, reduction, return or cancellation of the issued capital of the Company on or prior to the Option Expiry Date, the rights of an Option Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules governing reorganisations in force at the time of the reorganisation.

Maintenance of Register and Transfers of Options

• 1.1.1.14. The Company will keep and maintain, or cause to be kept and maintained, a register of holders of Options. The Company must ensure that the register is managed and maintained so as to comply with the Corporations Act and the ASX Listing Rules.

• 1.1.1.15. Subject to the Constitution, ASX Listing Rules and SCH Business Rules, all Options are transferable. The provisions of the Constitution relating to a transfer of Shares apply, with necessary alterations, to a transfer of Options.

• 1.1.1.16. The Company must tell new Option Holders in writing of the Exercise Price and the Option Expiry Date. This information must be included in the holding statement or other statement in respect of the Options sent to Option Holders.

• 1.1.1.17. Except as required by law, the Company will not recognise a person as holding an Option on any trust.

• 1.1.1.18. Whether or not it has notice of the rights or interests concerned, the Company is not bound to recognise:

• (i) any equitable, contingent, future or partial claim to, or interest in, any Option; or

• (ii) any other right in respect of the Option,

except an absolute right of ownership of the Option Holder or as otherwise provided by these conditions or by law.

General Provisions

1.1.1.19. Severance

(i) If a provision of these conditions or its application to any person or circumstance is or becomes invalid, illegal or unenforceable then the provision must, as far as possible, be interpreted as narrowly as possible to ensure that it is not illegal, invalid or unenforceable.

• (ii) If any provision or part of it cannot be so interpreted, then the provision or its part is taken to be void and severable. The remaining provisions of these conditions are not affected or impaired in any way.

• 1.1.1.20. Option Holders bound by Constitution

  • An Option Holder is bound by these conditions and by the Constitution to the extent that the Constitution relates to or governs the Options.

• 1.1.1.21. Waiver and Variation

  • (i) Subject to the ASX Listing Rules, SCH Business Rules and the Constitution, the Directors may by resolution:

    • (a) waive strict compliance with any of these conditions; or

    • (b) add to, vary or otherwise change any of these conditions for any reason including to ensure compliance with the ASX Listing Rules either generally in relation to all Option Holders or as they apply to a particular Option Holder.

  • (ii) Any waiver, addition, variation or other change under clause 9.3(a) must not be

15

made unless:

  - (a) any Option Holder affected by the waiver, addition, variation or other change so consents in writing; or

  - (b) the Directors reasonably consider that the waiver, addition, variation or other change is required to ensure compliance with the ASX Listing Rules or any law or requirement binding on the Company or does not adversely affect an Option  Holder’s rights under these conditions.

• 1.1.1.22. Notice of Expiry

• The Company must send an Option Holder before the Option Expiry Date of the Options any notice required by Appendix 6A.6 of the ASX Listing Rules to be sent to Option Holders.

• 1.1.1.23. Dividends and voting

• An Option does not confer on its Option Holder: (i) any entitlement to any dividends or other distributions by the Company; or (ii) any right to attend or vote at any general meeting of the Company.

• 1.1.1.24. Governing law

These conditions are to be construed according to and are governed by the laws of the State of New South Wales, Australia. Each of the Company and the Option Holder submits to the non-exclusive jurisdiction of the Courts in and of the State of New South Wales in relation to any dispute arising under these conditions.

Listing of the securities is subject to ASX approval.

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

5. Resolution 9: Approval of the issue of shares to the unrelated Underwriters of the Prospectus dated 5[th] July 2011

Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any 12 month period any equity securities or other securities with rights to conversion to equity (such as shares) if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

The Company advised the market that it will issue up to 21,000,000 Shares at an issue price of 10¢ per Share under a Prospectus dated 5[th] July 2011. This Share Purchase Offer ( SPO ) capital raising was open to all shareholders who held shares as at 6[th] July 2011. The SPO has been underwritten to $1,5m by directors and unrelated shareholders. In accordance with Listing Rule 7.1 the Company is required to seek approval of the unrelated Underwriters underwriting of $1.3m as they are also shareholders of NuSep. The shares to be approved in this motion are already included in the 21,000,000 ordinary shares being approved in Motion 1.

Details of the Underwriting Agreement is outlined in Section 3 above and are incorporated here by reference.

In accordance with Listing Rule 7.3, the Company provides the following information:

The number of securities to be allotted	Up to 13,000,000 (The shares to be approved in this motion are already included in the 21,000,000 ordinary shares being approved in Motion 1)
The price at which the securities will	10 cents per share

16

be issued
Terms of the securities	Fully paid ordinary shares ranking equally with fully paid ordinary shares already on issue in the Company
Names of allottees or basis on which allottees determined	Balmain Securities P/L Up to 3,000,000 ordinary shares. IE Properties P/L Up to 2,500,000 ordinary shares. Nutsville P/L Up to 2,500,000 ordinary shares. Mr Andrew Goodall Up to 3,250,000 ordinary shares. Mr Thee Woon Goh Up to 1,000,000 ordinary shares. Mr Ming Chiu Up to 750,000 ordinary shares.
Date of issue and allotment of the Securities	The securities will be issued and alloted within 3mths of the date of the General Meeting.

Funds raised under this SPO will be used to:

• market the Gels and IQ software;

• partially fund the Singapore plasma project; and

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

Ratification of this issue will allow the Company to issue further securities in the future up to the 15% threshold without the need to obtain shareholder approval.

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

OVERALL CONSEQUENCES OF SHAREHOLDERS APPROVING RESOLUTIONS 1 TO 9 ABOVE

If shareholders pass each of the resolutions described above, the total dilutionary effect of the issues of shares and options is as follows:

• (a) If $1.5 million is raised by the Company under the SPO, and each of the options issued under that Bonus Share Option are exercised, the total number of shares on issue will increase from 73,051,172 to 132,076,758. The dilutionary effect on the existing shareholding will be 81%.

• (b) If $2.1 million is raised by the Company under the SPO, and each of the options issued under that Bonus Share Options are exercised, the total number of shares on issue will in crease from 73,051,172 to 141,076,758. The dilutionary effect on the existing shareholding will be 93%.

17

If shareholders pass each of the resolutions set out in resolutions 1 to 9 above, the total increase in each relevant interests of each director is set out in the table below.

Name	Total Number of Share prior to approval of Resolutions 1 to 9	Number of Shares and Share Options to be issued *	Total Interest of Director after all actions approved in resolutions 1 to 9 are issued	% of Issued Capital after share and option issues
John Manusu	3,124,176 Shares	1,000,000 Shares 2,062,088 Share Options	4,124,176 Shares 2,062,088 Share Options	4.6%
Hari Nair	1,038,680 Shares	1,000,000 Shares 1,019,340 Share Options	2,038,680 Shares 1,019,340 Share Options	2.3%
Iain Sorrell	902,328 Shares	- 451,164 Share Options	902,328 Shares 451,164 Share Options	1.0%
William Spee	2,651,830 Shares	- 1,325,915 Share Options	2,651,830 Shares 1,325,915 Share Options	3.1%
Total	7,717,014 Shares	2,000,000 Shares 4,858,507 Share Options	9,717,014 Shares 4,858,507 Share Options	11.0%

• Includes maximum Director entitlement if full underwriting taken by the underwriters and excludes the Directors subscribing for shares under the SPO.

GLOSSARY

“ASX” means the ASX Limited and includes any successor body.

“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 Holdings Ltd (ACN 120 047 556).

“Listing Rule” means the official ASX Listing Rules.

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

“Shareholder” means a holder of Shares.

“Underwriting Agreement” means the underwriting agreement between the Company and the Directors dated 24[th] June 2011.

18

Registered Office and Registration of this form to: 324 Burns Bay Road Lane Cove NSW 2066 Telephone: (02) 8415 7300 Facsimile: (02) 8415 7399 www.NuSep.com

==> picture [118 x 29] intentionally omitted <==

==> picture [118 x 30] intentionally omitted <==

NuSep Holdings Ltd ABN 33 120 047 556

General Meeting PROXY FORM

==> picture [218 x 63] intentionally omitted <==

==> picture [172 x 54] intentionally omitted <==

Appointment of Proxy

If appointing a proxy to attend the NuSep Holdings Ltd 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 Holdings Ltd pursuant to my/our right to appoint not more than two proxies, appoint

� The Chairman of the 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.

or failing him/her

Write here the name of the other person you are 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 General Meeting to be held at the at Level 18 133 Castlereagh Street Sydney , NSW 2066 on Friday 9 September 2011 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	**RESOLUTION **	For Against Abstain
1) Approval of the Share Purchase Offer shares to Shareholders under the Prospectus dated 5th July 2011	� � �	6) If Resolution 1 & 2 are approved,Approval for issue of ordinary shares to the Directors pursuant to the Underwriting Agreement-John Manusu	� � �
2)If Resolution 1 is approved, Approval of Directors to participate in the Share Purchase Offer- John Manusu	� � �	7) If Resolution 1 & 3 are approved,Approval for issue of ordinary shares to the Directors pursuant to the Underwriting Agreement- Hari Nair	� � �
3)If Resolution 1 is approved, Approval of Directors to participate in the Share Purchase Offer- Hari Nair	� � �	8) If Resolution 1 is approved, Approve Issue of Pro Rata Bonus Share Options exercisable at 15¢	� � �
4)If Resolution 1 is approved, Approval of Directors to participate in the Share Purchase Offer- Iain Sorrell	� � �	9) Approval of the issue of shares to the unrelated Underwriters of the Prospectus dated 5th July 2011	� � �
5)If Resolution 1 is approved, Approval of Directors to participate in the Share Purchase Offer- WilliamSpee	� � �

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

Joint Shareholder 2 Joint Shareholder 3 Director Director / Company Secretary

Dated this

day of

2011

General Meeting Proxy Form

Nusep Holdings Ltd ABN 33 120 047 556

Contact Name Contact Business Telephone / Mobile

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 7 September 2011 , (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

By hand: By mail: NuSep Holdings Ltd NuSep Holdings Ltd 324 Burns Bay Road , PO Box 823, Lane Cove, NSW 2066 Lane Cove, NSW 1595

Facsimile: +61 (2) 8415 7399