NANOSONICS LIMITED — AGM Information 2009

Oct 1, 2009

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30th September 2009

Dear Shareholder,

On behalf of the Nanosonics’ Board of Directors, I have pleasure in providing notice of our Annual General Meeting on 4[th] November 2009. This year saw the achievement of a number of significant milestones which include first revenues, TGA approval, product launch into Australia and targeted countries in Europe, and lodgement of the USA FDA 510(k) submission. A copy of our 2009 Annual Report is available from the investor section of the Nanosonics website www.nanosonics.com.au or from the Company Secretary.

At the forthcoming AGM, David Radford, Chief Executive Officer, and I will provide an overview of the Company’s operations at that date and of its excellent prospects for the foreseeable future. At the meeting, Shareholders wil be asked to consider four items of Special Business, as set out in the Notice of Meeting.

All four Special Resolutions, being resolutions four, five, six and seven, seek approval for the Board to utilise, at its discretion and at appropriate times, the share-based compensation plans which comprise part of the Company’s overall remuneration and retention programs. It is the Board’s view, based on advice received from leading industry specialists, that the resolutions are consistent with the Company’s objectives, on-going needs and contemporary practices. The Board is cognisant of impending changes to enabling legislation which may affect the implementation of the resolutions, if approved. The Board will ensure that its decisions comply with any new legislation, which will have retrospective effect from 1 July 2009.

Resolutions 4 and 5 seek re-approval for the Employee Share Option Plan (ESOP) and General Share Option Plan (GSOP). If approved, the resolutions will permit the Company, as part of its overall remuneration programs, to provide long-term incentives for employees (including directors), consultants and contractors to Nanosonics to deliver long-term shareholder returns. In making an offer of options, the Board will have regard for the recipient’ actual and potential contribution to the Company. Participation in the plans is at the Board’s discretion and no individual has a contractual right to participate in a plan or to receive any guaranteed benefits.

Resolutions 6 and 7 seek approval for the Board to issue over a period of three years, at its discretion and if appropriate, options to acquire shares in the Company under the ESOP to two executive directors, Mr David Radford and Dr Ron Weinberger. The Board is already able to incentivise all other employees through the Company’s three share-based payment schemes. The ASX Listing Rules require shareholder approval for sharebased incentives for directors. The Board will not necessarily issue any or all of the options approved under these resolutions.

You are encouraged to read the enclosed Notice of Annual General Meeting carefully and to attend the meeting, or return your Form of Proxy, as soon as possible. When completing the Form of Proxy please vote either for or against each resolution. You are invited to submit questions to the Company and a form for this purpose is appended to the Notice of the AGM. We welcome your attendance and look forward to meeting with our shareholders at our third AGM as a publicly listed company. I invite all shareholders to join the Directors for refreshments at the conclusion of the Annual General Meeting.

Yours sincerely

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Maurie Stang Non-Executive Chairman

Nanosonics Limited ABN 11 095 076 896 Unit 24 566 Gardeners Road Alexandria NSW 2015 Australia Tel: +61 2 8063 1600 Fax: +61 2 9317 5010 Email: info@nanosonics.com.au w: www.nanosonics.com.au

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NOTICE OF 2009 ANNUAL GENERAL MEETING

The 2009 Annual General Meeting (AGM) of Nanosonics Limited (“Nanosonics”) or (“Company”) will be held at NSW Trade & Investment Centre, Level 47, MLC Centre, 19 Martin Place, Sydney, NSW on Wednesday, 4th November 2009 commencing at 4:15pm.

The business to be considered at the meeting is set out below. This Notice of Meeting should be read in conjunction with the accompanying Explanatory Notes. A Proxy Form also accompanies this Notice.

ORDINARY BUSINESS

2009 Reports

To receive and consider:

The Company’s Reports of the Directors and Auditor, and the Financial Report for the year ended 30 June 2009.

Resolution 1 ‐ Election of Director – Mr Maurie Stang

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

That Mr Maurie Stang, who retires as a Director pursuant to the Company’s Constitution and, being eligible, offers himself for re‐election, be elected a Director.

Resolution 2 ‐ Election of Director – Mr David Slack

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

That Mr David Slack, who was appointed a Director after the last Annual General Meeting and who retires as a Director pursuant to the Company’s Constitution and, being eligible, offers himself for re‐election, be elected a Director.

Resolution 3 ‐ Remuneration Report

To consider and, if thought fit, to pass the following non‐binding resolution:

That the Remuneration Report for the financial year ended 30 June 2009 be adopted.

SPECIAL BUSINESS

Resolution 4 – Nanosonics Employee Share Option Plan

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

That issues under the Nanosonics Limited Employee Share Option Plan, on the terms set out in the Explanatory Notes accompanying this Notice of Meeting, from the date of this meeting for the next three years, be approved for all purposes, particularly for the purposes of Listing Rule 7.2, exception 9.

Resolution 5 ‐ Nanosonics General Share Option Plan

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

That issues under the Nanosonics Limited General Share Option Plan, on the terms set out in the Explanatory Notes accompanying this Notice of Meeting, from the date of this meeting for the next three years, be approved for all purposes, particularly for the purposes of Listing Rule 7.2, exception 9.

Resolution 6 ‐ Issue of Options to a Director – Mr David Radford

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

That the Company approve, for all purposes including ASX Listing Rules 10.14 and 10.15A, the issue, at the Board’s discretion over a period of three years, of a total of up to 1,000,000 options to acquire fully paid ordinary shares in the Company to Mr David Radford, Executive Director, on the terms set out in the Explanatory Notes accompanying this Notice of Meeting.

Nanosonics Limited ABN 11 095 076 896 Unit 24 566 Gardeners Road Alexandria NSW 2015 Australia Tel: +61 2 8063 1600 Fax: +61 2 9317 5010 Email: info@nanosonics.com.au w: www.nanosonics.com.au

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Resolution 7 ‐ Issue of Options to a Director – Dr Ron Weinberger

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

That the Company approve, for all purposes including ASX Listing Rules 10.14 and 10.15A, the issue, at the Board’s discretion over a period of three years, of a total of up to 1,000,000 options to acquire fully paid ordinary shares in the Company to Dr Ron Weinberger, Executive Director, on the terms set out in the Explanatory Notes accompanying this Notice of Meeting.

General business

To transact any other business brought forward in accordance with the Company's Constitution.

Further information in relation to these resolutions is set out in the Explanatory Statement.

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QUORUM

The Constitution of the Company provides that two registered Company shareholders present personally or by representative, attorney or proxy shall be a quorum for a general meeting of the Company.

VOTING ENTITLEMENTS

For the purpose of the Corporations Act, the Company has determined that the holders of the Company’s ordinary shares for the purpose of the 2009 annual general meeting will be the holders registered as at 4.15pm (AEST) on Monday 2nd November 2009. Shareholders so registered are entitled to attend and vote at the Annual General Meeting (and any adjournment of the meeting which takes place within 28 days).

PROXIES

Completed proxy forms must be received by the Company at its registered office at least 48 hours before the time for holding the meeting.

By Mail: Unit 24, 566 Gardeners Road, Alexandria, NSW 2015 By Facsimile: +61 2 9317 5010 By Email: info@nanosonics.com.au

A member entitled to attend and vote is entitled to appoint not more than two persons as his/her proxy to attend and vote instead of the member. A proxy need not be a member of the Company. If more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights. Unless executed under a Power of Attorney, a proxy form by a corporation should be executed in accordance with section 127(1) of the Corporations Act 2001 (Cth).

VOTING EXCLUSION STATEMENT

Nanosonics will disregard any votes cast on any of:

Resolutions 4, 5,6 and 7 – Employee Share Option Plan, General Share Option Plan and issue of Options to Directors

by any of the Directors, ie. Mr Stang, Mr Radford, Dr Fisher, Mr Slack and Dr Weinberger and their associates, because they are eligible to participate under the rules of one of more of the Company’s share plans and share option plans.

However, Nanosonics will not disregard a vote on any of resolutions 4, 5, 6 and 7 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.

2009 Annual General Meeting

Nanosonics Limited ABN 11 095 076 896

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ORDINARY RESOLUTIONS

In accordance with the Corporations Act and the Company’s constitution, in order for the Fourth, Fifth, Sixth and Seventh Resolutions to be effective each must be passed as an ordinary resolution. This means that each of these Resolutions must be passed by shareholders who are the registered holders of more than 50% of the shares and who attend the meeting (either in person of by proxy) and are entitled to vote on them.

Dated at Sydney this 30th day of September 2009.

BY ORDER OF THE BOARD

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Chris Grundy Company Secretary

2009 Annual General Meeting

Nanosonics Limited ABN 11 095 076 896

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EXPLANATORY STATEMENT

This explanatory statement sets out additional information in connection with the business to be considered at the Nanosonics Limited (“Company”) Annual General Meeting to be held on 4th November 2009.

ORDINARY BUSINESS

The following items of business will be considered at the meeting.

First Item of Business

This item of business relates to the consideration of the Company’s Financial Report, including the Directors’ and Auditor’s Reports, for the year ended 30 June 2009. A copy of the 2009 Annual Report is available from the Company’s website: www.nanosonics.com.au or from the Company Secretary. There is no requirement for a formal resolution on this item.

First Resolution – Election of Director – Mr Maurie Stang

Mr Maurie Stang was originally appointed a Director of the Company on 14th November 2000. Under the Company’s Constitution, Mr Stang retires by rotation, and being eligible, wishes to stand for election. Information on Mr Stang is set out on page 18 of the 2009 Annual Report.

Directors’ recommendation:

The Board recommends that shareholders vote in favour of the resolution.

Second Resolution – Election of Director – Mr David Slack

Mr David Slack was appointed a Director of the Company on 5th February 2009. Under the Company’s Constitution, Mr Slack retires because he was appointed after the last Annual General Meeting, and being eligible, wishes to stand for election.

Information on Mr Slack is set out on page 20 of the 2009 Annual Report.

Directors’ recommendation:

The Board recommends that shareholders vote in favour of the resolution.

Third Resolution – Remuneration Report

The Remuneration Report is required to be considered for adoption in accordance with Section 250R of the Corporations Act 2001 (Cth). The Remuneration Report comprises a part of the Directors’ Report in the 2009 Annual Report and appears on pages 32‐41 of that report.

The Remuneration Report:

• explains the Company’s policies and processes for determining the remuneration of its senior executives,

• sets out details of the remuneration of each of the Company’s Directors and Key Management Personnel having authority for the strategic direction and management of the Company.

The vote on this resolution is advisory only and non‐binding on the Company or the Directors. The resolution gives the members the opportunity to ask questions or make comments concerning the Remuneration Report during the meeting.

Directors’ recommendation:

The Board recommends that shareholders vote in favour of the resolution.

2009 Annual General Meeting

Nanosonics Limited ABN 11 095 076 896

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SPECIAL BUSINESS

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Fourth Resolution – Employee Share Option Plan

Re‐approval of the Nanosonics Employee Share Option Plan (ESOP)

Shareholder approval is sought for the issue of securities under the ESOP under ASX Listing Rule 7.2, exception 9. If passed, the approval will remain current for three years from the date of the Annual General Meeting.

Directors’ recommendation:

The Board recommends that shareholders vote in favour of the resolution. Voting exclusions apply.

Fifth Resolution – Nanosonics General Share Option Plan Re‐approval of the Nanosonics General Share Option Plan (GSOP)

Shareholder approval is sought for the issue of securities under the GSOP under ASX Listing Rule 7.2, exception 9. If passed, the approval will remain current for three years from the date of the Annual General Meeting.

Directors’ recommendation:

The Board recommends that shareholders vote in favour of the resolution. Voting exclusions apply.

General Explanatory Notes applying to the Fourth and Fifth Resolutions are provided below.

Fourth and Fifth Resolutions – Re‐approval of Share Option Plans

The following general Explanatory Notes apply to both the Fourth and Fifth Resolutions. Explanatory Notes specific to each of the Fourth and Fifth Resolutions appear under separate headings above.

ASX Listing Rule 7.1 provides a formula that limits the number of equity securities the Company may issue without shareholder approval to 15% of each class of securities within any 12‐month period.

ASX Listing Rule 7.2, exception 9, provides that a company’s shareholders may approve the issue of any securities under an employee incentive scheme as an exception to rule 7.1 up to three years prior to the date of the issue.

The establishment of both the ESOP and the GSOP was approved by the Directors on 2nd April 2007. The material terms of each plan were set out in the Company Prospectus dated 2 April 2007, which was provided to the ASX on 2[nd] May 2007. Since the approval date the numbers of options granted and the numbers of options on issue at the date of this Notice and Explanatory Notes are as set out below:

	ESOP	GSOP
Options issued	9,640,000	2,060,000
Options exercised	819,900	50,000
Options lapsed or forfeited	3,637,800	25,000
Options on issue	5,182,300	1,985,000

It is proposed by Resolutions 4 and 5 to approve the issue of securities under both the ESOP and the GSOP under Listing Rule 7.2, exception 9. If passed, the approval will remain current for three years from the date of the Annual General Meeting.

2009 Annual General Meeting

Nanosonics Limited ABN 11 095 076 896

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Summary of the Share Option Plans

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• Under the Employee Share Option Plan (ESOP) all employees are eligible to participate in the ESOP at the invitation of the Board. The ESOP is designed to provide long‐term incentives for employees (including executive directors) to deliver long‐term shareholder returns. The maximum number of options able to be on issue under the ESOP during any five year period is 5% of the total number of shares on issue.

• The General Share Option Plan (GSOP) is designed to provide incentive, recognition and reward to consultants and contractors to Nanosonics who create long‐term value for the Company.

• In making an offer, the Board has regard for the recipient’s actual and potential contribution to the Company. Participation in the plans is at the Board’s discretion and no individual has a contractual right to participate in a plan or to receive any guaranteed benefits. For senior executives, larger volumes of options are generally offered, exercisable in tranches on or after future vesting dates, subject to continuing employment at each vesting date.

• The exercise price of an option will be determined by the Board at the date of offer by reference to the weighted average market price of Nanosonics shares up to and including the date of offer of the option or such other date or period as the Board determines.

• Options cannot be transferred. Options will not be quoted on the ASX. Shares issued under the option plans upon the exercise of options will rank equally with other ordinary shares of the company and will be quoted on the ASX.

• Options may only be exercised on or after their respective vesting dates. Options will vest over three years, ie. 33% in number on the first anniversary of their issue date, a further 33% in number on the second anniversary of their issue date and the final 34% in number will vest on the third anniversary of their issue date.

• Options will lapse if not exercised on or before their expiry date, being the fourth anniversary of their issue date or, if issued under the ESOP, 30 days after termination of employment with Nanosonics, whichever occurs first.

• In the event of a reconstruction of the issued ordinary share capital of the Company, the entitlement to shares attaching to each option will be reconstructed in the same proportion as the share capital is reconstructed, but in all other respects the terms for the exercise of options will remain unchanged.

• Subject to the Listing Rules, a participant may only participate in a new issue of shares, including bonus issues and rights issues, if and to the extent that the options held by that participant have been exercised on or before the date for determining entitlements to that new issue.

• If the Company makes a pro‐rata offer of shares to all or substantially all shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the exercise price of an option is to be adjusted using the formula set out in Listing Rule 6.22.2. There will be no change in the number of shares to which the participant is entitled.

• A loan, on terms and conditions as determined by the Board, may be granted to a participant in the ESOP for the amount of the exercise price of options being exercised. The Board may require the shares obtained with the proceeds of the loan to be encumbered in favour of the Company as security for repayment of the loan. If not repaid beforehand, the loan ceases and becomes repayable upon termination of the participant’s employment.

• The Board administers the ESOP and GSOP according to their terms and conditions and, subject to any applicable law, has the power to amend the terms and conditions.

• Terms and conditions of both the ESOP and the GSOP are available for viewing or download from the Company’s website: www.nanosonics.com.au, or from the Company Secretary.

2009 Annual General Meeting

Nanosonics Limited ABN 11 095 076 896

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Sixth Resolution – Issue of Options to a Director, Mr David Radford

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Shareholder approval is sought for a maximum of 1,000,000 new Options to be issued at the Board’s discretion over a period of three years to Mr David Radford, an Executive Director, under the Employee Share Option Scheme (ESOP). Shareholder approval is required under ASX Listing Rule 10.14 because Mr Radford is a Director of the Company.

Directors’ recommendation:

The Board, excluding Mr Radford, recommends that shareholders vote in favour of the resolution. Voting exclusions apply.

Seventh Resolution – Issue of Options to a Director, Dr Ron Weinberger

Shareholder approval is sought for a maximum of 1,000,000 new Options to be issued at the Board’s discretion over a period of three years to Dr Ron Weinberger, an Executive Director, under the Employee Share Option Scheme (ESOP). Shareholder approval is required under ASX Listing Rule 10.14 because Dr Weinberger is a Director of the Company.

Directors’ recommendation:

The Board, excluding Dr Weinberger, recommends that shareholders vote in favour of the resolution. Voting exclusions apply.

General Explanatory Notes applying to the Sixth and Seventh Resolutions are provided below.

The following are details of the proposed issue of Options:

• a) Options will be granted, subject to shareholder approval, within three years of the meeting date at an exercise price equivalent to the volume weighted average last sale price as published by the ASX for the 5 days preceding the date of eligibility.

• b) The Options will be granted in one or more parcels. The total number of options granted within the three year period may be less than or equal to 1,000,000 options each to Mr Radford and/or Dr Weinberger.

• c) Neither Mr Radford nor Dr Weinberger will participate in decisions concerning the granting of options to themselves.

• d) The Options will be issued and allotted to Mr Radford and/or Dr Weinberger or their respective nominees and be issued for no cash consideration.

• e) The Options will be granted and capable of exercise in accordance with the terms and conditions of the ESOP and the Listing Rules of ASX Limited.

• f) The Options may be exercised (and Shares will be issued) at their respective exercise price.

• g) The Options will vest over three years in accordance with the ESOP, ie. 33% in number on the first anniversary of their issue date, a further 33% in number on the second anniversary of their issue date and the final 34% in number will vest on the third anniversary of their issue date.

• h) All the Options will lapse in accordance with clause 7 of the ESOP, on the fourth anniversary of their issue date or 30 days after termination of employment with Nanosonics, whichever occurs first.

• i) The Company will not apply for quotation of the Options on ASX. The Company currently does not have a quoted class of options. Funds raised on the exercise of Options will be used to increase working capital.

• j) All of the Directors, other than Mr Radford and Dr Weinberger, recommend to members that they support the Sixth and Seventh Resolutions as they consider the grant of these Options is an appropriate way to give an incentive to build the business of the Company to Mr Radford in carrying out his role as Chief Executive Officer and to Dr Weinberger in carrying out his role as Director of Innovation and Technology

• k) The Directors, other than Mr Radford and Dr Weinberger, do not have any interest in the outcome of the Sixth and Seventh Resolutions.

2009 Annual General Meeting

Nanosonics Limited ABN 11 095 076 896

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• l) Mr Radford and Dr Ron Weinberger do not make any recommendation to members on the Sixth and Seventh Resolutions respectively because of their personal interests in the subject matter of the resolutions.

• m) The Options are not able to be valued until the criteria for determining their exercise price are known, ie. the volume weighted average last sale price as published by the ASX for the 5 days preceding each date of eligibility.

• n) Under the terms and conditions of the Company’s Employee Share Option Plan (ESOP), a director holding a full or part time salaried employment or office in the Company, as well as a non‐ Executive director of the Company, is eligible to participate in the ESOP. In accordance with Listing Rule 10.15, it is noted that, in addition to Mr Radford and Dr Weinberger, the other directors so eligible to participate are Mr Maurie Stang, Dr David Fisher and Mr David Slack. Approval is not sought for the issue of options to any of Mr Stang, Dr Fisher and Mr Slack.

• o) The dilutionary effect of the issue of up to 2,000,000 Options in total to Mr Radford and Dr Weinberger will be 0.98% of all shares and options currently on issue. There are 196,541,347 ordinary shares and 7,167,300 options currently on issue, excluding the Options proposed to be issued to Mr Radford and Dr Weinberger. The options currently on issue expire on various dates between 17 May 2011 and 26 June 2012.

• p) Since the last approval of the ESOP, Mr Radford, who was appointed a director on 16th June 2008, was issued, at no cost and with an exercise price of $0.30, 500,000 options on 17[th] November 2008 and 500,00 options on 16[th] June 2009. Shareholders’ approval was granted on 16[th] November 2008 for Mr Radford to receive a further 500,000 options on 16[th] June 2010 at no cost and with an exercise price equivalent to the volume weighted average last sale price as published by the ASX for the 5 days preceding the date of eligibility, subject to his continuing employment at that date.

• q) Mr Radford currently has 116,117 shares and 1,000,000 options in the Company.

• r) Since the last approval of the ESOP and prior to his appointment as a director on 2[nd] July 2008, Dr Weinberger was granted at no cost and continues to hold 1,000,000 options with an exercise price of $0.20 and 175,000 options with an exercise price of $0.75. All of Dr Weinberger’s options expire on 17 May 2011 and none have been exercised to the date of this Notice.

• s) Dr Weinberger currently has 108,203 shares and 1,175,000 options in the Company.

• t) Subject to the terms of the ESOP, the Directors may determine that the Company makes loans to eligible employees, including salaried directors, in connection with the Exercise of Options under the Plan. The Company has not made any such loans and neither Mr Radford nor Dr Weinberger has applied for a loan from the Company in connection with the Options subject to this resolution.

• u) Details of any options issued in terms of the ESOP will be published in each annual report of the Company relating to a period in which options have been issued and for which approval was obtained under ASX listing rule 10.14.

• v) Any director who becomes entitled to participate in the ESOP after the resolution is approved and who is not named in this Notice of Meeting will not participate until approval is obtained under listing rule 10.14.

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2009 Annual General Meeting

Nanosonics Limited ABN 11 095 076 896

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Lodge your vote:

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By Mail:

Nanosonics Limited Unit 24, 566 Gardeners Road Alexandria New South Wales 2015 Australia

By email: info@nanosonics.com.au

000001 000 NAN MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) (02) 9317 5010 (outside Australia) +61 2 9317 5010

For all enquiries call:

(within Australia) (02) 8063 1600 (outside Australia) +61 2 8063 1600

Proxy Form

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For your vote to be effective it must be received by 4:15pm (EST) on Monday 2 November 2009

How to Vote on Items of Business

Signing Instructions

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

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

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

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Turn over to complete the form

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Update your securityholding 24 hours a day, 7 days a week:

View the annual report:

www.investorcentre.com

www.nanosonics.com.au

Your secure access information is: SRN/HIN: I9999999999

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PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I 9999999999 I ND

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Proxy Form

to indicate your directions

Please mark

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Nanosonics Limited hereby appoint

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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the Chairman OR of the Meeting

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 to act generally at the meeting 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) at the Annual General Meeting of Nanosonics Limited to be held at NSW Trade & Investment Centre, Level 47, MLC Centre, 19 Martin Place, Sydney, New South Wales on Wednesday, 4 November 2009 at 4:15pm (EST) and at any adjournment of that meeting.

Important for Resolutions 4 to 7: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Resolutions 4 to 7 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolutions 4 to 7 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 4 to 7 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of the Resolutions and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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PLEASE NOTE: If you mark the Abstain box for a Resolution, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

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Resolution	1	Election of Director - Mr Maurie Stang
Resolution	2	Election of Director - Mr David Slack
Resolution	3	Remuneration Report
Resolution	4	Nanosonics Employee Share Option Plan
Resolution	5	Nanosonics General Share Option Plan
Resolution	6	Issue of Options to a Director - Mr David Radford
Resolution	7	Issue of Options to a Director - Dr Ron Weinberger

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

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Signature of Securityholder(s) This section must be completed.

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

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0 2 6 1 2 2 A

N A N

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QUESTIONS FROM SHAREHOLDERS

Your questions are important to us.

Nanosonics has recently updated its website: www.nanosonics.com.au Please see our Investor Relations page specifically designed for our shareholders.

If you have other questions about Nanosonics which you would like the Directors to respond to at the Annual General Meeting (AGM), please send them to us in one of the following ways:

• use the "Contact Us" form provided on our website

• send an e-mail to info@nanosonics.com.au

• use this page and send it to the mail or facsimile address provided below

Questions received will be collated and we will respond to as many questions as possible at the AGM. Please note that we will not be able to reply individually.

Shareholders name :

Shareholders address :

(SRN) or (HIN) :

Questions:

To assist in a considered response to questions at the AGM, your questions should be received by the Company at its registered office by Friday 23rd October 2009.

By Mail: Unit 24, 566 Gardeners Road, Alexandria NSW 2015 By Facsimile: +61 2 9317 5010 By Email: info@nanosonics.com.au

2009 Annual General Meeting

Nanosonics Limited ABN 11 095 076 896