NANOSONICS LIMITED — Capital/Financing Update 2007

May 14, 2007

Appendix 1A

ASX Listing application and agreement

This form is for use by an entity seeking admission to the ⁺official list as an ASX Listing (for classification as an ASX Debt Listing use Appendix 1B, and for classification as an ASX Foreign Exempt Listing use Appendix 1C). The form is in 3 parts:

Application for admission to the $+$ official list; $I.$

$\overline{2}$ Information to be completed; and

Agreement to be completed. $\overline{3}$

Information and documents (including this appendix) given to ASX in support of an application become ASX's property and may be made public. This may be prior to admission of the entity and ⁺quotation of its ⁺securities. Publication does not mean that the entity will be admitted or that its *securities will be quoted.

Introduced 1/7/96. Origin: Appendix 1. Amended 1/7/97, 1/7/98, 1/9/99, 13/3/2000, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Part 1 - Application for admission to the official list

Name of entity	ABN
Nanosonics Limited	11 095 076 896

We (the entity) apply for admission to the 'official list of ASX Limited (ASX) and for ⁺quotation of ⁺securities.

Part 2 - Information to be completed

About the entity

You must complete the relevant sections (attach sheets if there is not enough space).

All entities

$\mathbf{1}$ Deleted 30/9/2001

• $\overline{2}$ *Main class of *securities
• $\overline{3}$ Additional $+$ classes +securities (except +CDIs)

	Number			+Class
	184,319,243			Ordinary shares
of	Number quoted	to	be	+ Class

	Number not to be quoted	+ Class
	16,685,940	Options to acquire ordinary shares Note that an additional 50,000 options will be issued to each of Carolyn Hewson and to Sanaerchi Pty Ltd promptly after the close of the Offer – refer to Tab 2: Prospectus, Section 13.7, page 106, footnote 1.
postal dence, umhar	Address:	Unit 24 566 Gardeners Road Alexandria NSW 2015

(02) 9313 4399

$(02)$ 9317 5010

(02) 9317 5010

geoff_marshall@nanosonics.com.au

• $\overline{4}$ Telephone number, address for all correspond general fax number, fax number for ⁺company announcements office to confirm release of information to the market, and e-mail address for contact purposes.
• $\overline{5}$ Address of principal *security registries for each +class of *security (including *CDIs)

$6\phantom{1}6$ Annual balance date

30 June

Level 2

Telephone number:

Email contact:

Fax number (general):

45 St Georges Terrace

Perth WA 6000

Fax number (announcements):

Computershare Investor Services Pty Limited

Companies only

(Other entities go to 19)

	and title of chief Geoffrey Allen Marshall Name officer/managing executive director	Chief Executive Officer
8	Name and title of chairperson of directors	Maurie Stang Non-Executive Chairman

$+$ See chapter 19 for defined terms.

9	Names of all directors	Maurie Stang Geoffrey Allen Marshall David Brandon Fisher William John Widin	(Non-Executive Chairman) (Chief Executive Officer) (Non-Executive Director) (Non-Executive Director)
10	Duration of appointment of directors (if not subject to retirement by rotation) and details of any entitlement to participate in profits	Section 12.1, page 97). shareholder of the Company.	At each annual general meeting of the Company, one third of the board of Directors (apart from the Executive Chairman and the Chief Executive Officer) will retire and each retiring Director, if he or she chooses, can offer themself for re-election (Tab 1: Company's Constitution, Rule 7.1(f) and Tab 2: Prospectus, No specific entitlement for a director to participate in profits, other than as a
11	Name and title of company	Robert Waring
	secretary	Company Secretary
		Radoslaw Maciej Mierzejewski Company Secretary
12	Place of incorporation	New South Wales
13	Date of incorporation	14 November 2000
14	Legislation under which incorporated	Corporations Act 2001 (Cth)
15	Address of registered office in Australia	Unit 24 566 Gardeners Road Alexandria NSW 2015
16	Month which in annual meeting is usually held	September
17	Months in which dividends usually paid $($ or are are intended to be paid)		The Company is not expected to pay a dividend for the year ending 30 June 2007. The Directors give no representation, assurance or guarantee as to the future dividends nor the franking of any dividends, as these will depend upon he actual levels of profitability and the financial and taxation position of the Company at the relevant time (Tab 2: Prospectus, Section 3.14, page 19).

$\label{eq:2.1} \frac{1}{2} \int_{\mathbb{R}^3} \frac{1}{\sqrt{2\pi}} \int_{\mathbb{R}^3} \frac{1}{\sqrt{2\pi}} \int_{\mathbb{R}^3} \frac{1}{\sqrt{2\pi}} \int_{\mathbb{R}^3} \frac{1}{\sqrt{2\pi}} \int_{\mathbb{R}^3} \frac{1}{\sqrt{2\pi}} \int_{\mathbb{R}^3} \frac{1}{\sqrt{2\pi}} \int_{\mathbb{R}^3} \frac{1}{\sqrt{2\pi}} \int_{\mathbb{R}^3} \frac{1}{\sqrt{2\pi}} \int_{\mathbb{R}^3}$

18	If the entity is a foreign company which has a, certificated subregister for quoted *securities, the location +security Australian of registers	Not applicable
18A	If the entity is a foreign and the name company,	Not applicable

(Companies now go to 31)

process

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All entities except companies

address of the entity's Australian agent for service of

19	and title of chief Name officer/managing executive director of the responsible entity	Not applicable
20	Name and title of chairperson of directors of responsible entity	Not applicable
21	Names of all directors of the responsible entity	Not applicable
22	Duration of appointment of directors of responsible entity (if not subject to retirement by rotation) and details of any entitlement to participate in profits	Not applicable
23	Name and title of company secretary of responsible entity	Not applicable

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$+$ See chapter 19 for defined terms.

23A	Trusts only - the names of the members of the compliance committee (if any)	Not applicable
24	Place of registration of the entity	Not applicable
25	Date of registration of the entity	Not applicable
26	Legislation under which the entity is registered	Not applicable
27	Address of administration office in Australia of the entity	Not applicable
28	If an annual meeting is held, month in which it is usually held	Not applicable
29	Months in which distributions are usually paid (or are intended to be paid)	Not applicable
30	If the entity is a foreign entity certificated has which a $\operatorname{for}$ subregister quoted *securities, the location of Australian +security registers	Not applicable
30A	If the entity is a foreign trust, the name and address of the entity's Australian agent for service of process	Not applicable

• See chapter 19 for defined terms.

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About the entity

All entities

Tick to indicate you are providing the information or documents

Where is the information or document to be found? (eg. prospectus cross) reference)

Tab 2: Prospectus, Section 3.1, page 13. Evidence of compliance with 20 cent minimum issue price or sale price, and spread requirements

Computershare Investor Services Pty Ltd to provide evidence of compliance with the spread requirements after allotment of shares under the Prospectus.

Prospectus. Product Disclosure Statement or information memorandum relevant to the application (250 copies)

The Company has or will pay the ASX listing fee by

CHESS and Issuer Sponsored subregisters (Tab 2:

EFT into the bank account nominated by ASX.

Prospectus, Section 3.11, page 18).

Tab 2: Prospectus

34

35

32

31

Cheque for fees

Type of subregisters the entity will operate Example: CHESS and certificated subregisters

Copies of any contracts referred to in the prospectus, Product Disclosure Statement or information memorandum (including any underwriting agreement)

Tab 1: Constitution Tab 3: Employee Share Option Plan Tab 4: General Option Terms and Conditions Tab 5: Founder Option Deed (each Founder Option Deed has the same material terms (except for the number of options granted) accordingly we have only enclosed one Founder Option Deed under Tab 5)

• Tab 6: Underwriting Agreement
• Tab 7: Employment Agreement for Geoff Marshall
• Tab 8: Confidentiality and Intellectual Property Deed with Geoff Marshall
• Tab 9: Investment Agreement between 3M and the Company Tab 10: Research Services Agreement with
• Novapharm Research (Australia) Pty Limited
• Tab 11: Formulation Access Agreement with Novapharm ("Novapharm Prion Licence")
• Tab 12: Services Agreement with Medi-Consumables Pty Limited
• Tab 13: Letters of Appointment as Non-Executive Directors for Maurie Stang, Bill Widin and David Fisher
• Tab 14: Deeds of Access and Indemnity for each Director
• Tab 15: Lease of Alexandria Premises
• Tab: 16: Commonwealth Commercial Ready Grant
• Tab 17: Commonwealth R&D Start Grant
• Tab 28: Terms and Conditions of Seed Options (as referred to in Tab 2: Prospectus, Section 13.7, page 106)

Tab 29: Terms and Conditions of Brandon Capital

^<sup>+ See chapter 19 for defined terms.

Management Options (as referred to in Tab 2: Prospectus, Section 13.7, page 106) Note that the Senior Management Options referred to to in Tab 2: Prospectus, Section 13.7, page 106) have the same terms and conditions of the Seed Options except for the exercise price. The Contractor Options referred to in Tab 2: Prospectus, Section 13.7, page 106 are in the process of being cancelled and replaced with an equal number of General Options which are on the General Option Terms and Conditions under Tab 4 - refer to footnote 1 on page 106 of the Prospectus. Executed restricted securities agreements will be 36 A certified copy of any restriction agreement provided as soon as possible once they have been entered into in relation to ⁺restricted securities received from the Company's securityholders. Not applicable If there are ⁺restricted securities, undertaking 37 issued by any bank or +recognised trustee 38 (Companies only) - certificate of incorporation or Tab 19: Certificate of Registration on Conversion to a Public Company other evidence of status (including any change of name) Not applicable 39 (All entities except companies) - certificate of registration or other evidence of status (including change of name) Tab 1: Constitution 40 Copy of the entity's constitution (eg, if a company, the memorandum and articles of association) Where is the information or document to be found? (eg, prospectus cross reference) Tab 20: Checklist for constitution of ASX listed entity 41 Completed checklist that the constitution complies with the listing rules (copy of articles checklist is available from any Companies Department) Tab 2: Prospectus, Section 5.1, page 29 42 A brief history of the entity or, if applicable, the group Tab 21: ASX application and agreement for use of Copy of agreement with ASX that documents $42A$ electronic lodgement and entity details facility may be given to ASX and authenticated electronically.

^<sup>+ See chapter 19 for defined terms.

About the securities to be quoted

	All entities
43		Confirmation that the + securities to be quoted are eligible to be quoted under the listing rules	The Company confirms that its securities are eligible to be quoted. Refer to Tab 1: Constitution and Tab 2: Prospectus
44		Voting rights of + securities to be quoted	Tab 1 Constitution, Rule 6.8, page 32
45		A specimen certificate/holding statement for each + class of + securities to be quoted and a specimen holding statement for + CDIs	To be provided by Computershare Investor Services Pty Limited as soon as the relevant information is known.
46		Terms of the + securities to be quoted	Tab 2 Prospectus, Section 12.1, page 97
47		A statement setting out the names of the 20 largest holders in each + class of + securities to be quoted, and the number and percentage of each class of securities held by those holders	To be provided by Computershare Investor Services Pty Limited as soon as the relevant information is known.
48		A distribution schedule of each +class of +equity securities to be quoted, setting out the number of holders in the categories - $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over	To be provided by Computershare Investor Services Pty Limited as soon as the relevant information is known.
49		The number of holders of a parcel of +securities with a value of more than \$2,000, based on the issue/sale price	To be provided by Computershare Investor Services Pty Limited as soon as the relevant information is known.
50		Terms of any + debt securities and + convertible debt securities	Not applicable
			Where is the information or document to be found? (eg, prospectus cross) reference)
51		Trust deed for any + debt securities and + convertible debt securities	Not applicable
52		Deleted 24/10/2005.

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$+$ See chapter 19 for defined terms.

All entities with classified assets

(Other entities go to $62$ )

All ⁺mining exploration entities and, if ASX asks, any other entity that has acquired, or entered into an agreement to acquire $a$ + classified asset, must give $ASX$ the following information.

53	The name of the vendor and details of any relationship of the vendor with us	Not applicable
54	If the vendor was not the beneficial owner of the *classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s) and details of the relationship of the beneficial $owner(s)$ to us	Not applicable
55	The date that the vendor acquired the + classified asset	Not applicable
56	The method by which the vendor 'acquired the *classified asset, including whether by agreement, exercise of option or otherwise	Not applicable
57	The consideration passing directly or indirectly from the vendor (when the vendor +acquired the asset), and whether the consideration has been provided in full	Not applicable
58	Full details of the + classified asset, including any title particulars	Not applicable
		information Where is the or document to be found? (eg, prospectus cross reference)
59	The work done by or on behalf of the vendor in developing the + classified asset. In the case of a *mining tenement, this includes prospecting in relation to the tenement. If money has been spent by the vendor, state the amount (verification of which may be required by ASX).	Not applicable
60	The date that the entity + acquired the + classified asset from the vendor, the consideration passing directly or indirectly to the vendor, and whether that consideration has been provided in full	Not applicable

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Appendix 1A Page 9

$+$ See chapter 19 for defined terms.

A breakdown of the consideration, showing how it was calculated, and whether any experts' reports were commissioned or considered (and if so, with copies attached).

Not applicable
	٠

About the entity's capital structure

All entities

61

62	Deleted 1/9/99.
63	A copy of the register of members, if ASX asks	This will be provided by Computershare Investor Services Pty Limited on request.
64	A copy of any court orders in relation to a reorganisation of the entity's capital in the last five years	Not applicable
65	The terms of any + employee incentive scheme	Tab 3: Employee Share Option Plan
66	The terms of any + dividend or distribution plan	Not applicable
67	The terms of any 'securities that will not be quoted	Refer to Tab 3: Employee Share Option Plan and Tab 2: Prospectus, Section 12.2, page 98.
		Refer to Tab 4: General Option Terms and Conditions and Tab 2 Prospectus, Section 12.3, page 100.
		Refer to Tab 28: Terms and Conditions of Seed Options (as referred to in Tab 2: Prospectus, Section 13.7, page 106)
		Refer to Tab 29: Terms and Conditions of Brandon Capital Management Options (as referred to in Tab 2: Prospectus, Section 13.7, page 106)
		Note that the Senior Management Options referred to to in Tab 2: Prospectus, Section 13.7, page 106) have the same terms and conditions of the Seed Options except for the exercise price.
		The Contractor Options referred to in Tab 2: Prospectus, Section 13.7, page 106 are in the process of being cancelled and replaced with an equal number of General Options which are on the General Option Terms and Conditions under Tab 4 - refer to footnote 1 on page 106 of the Prospectus.
68	Deleted 1/7/98
		Where is the information or document to be found? (eg, prospectus cross) reference)
69	The entity's issued capital (interests), showing separately each + class of + security (except	Refer to Tab 22: Table of Restricted Securities which shows the number of shares and options on issue

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^<sup>+ See chapter 19 for defined terms.

	+ CDIs), the amount paid up on each + class, the issue price, the dividend (in the case of a trust,	before and after completion of the Company's IPO.
	distribution) and voting rights attaching to each *class and the conversion terms (if applicable)	The dividend rights of the Company's shares are set out in Rule 4.1 of the Company's constitution (Tab 1).
		The voting rights of the Company's shares are set out in Rule 6.2 of the Company's constitution (Tab 1).
		For the terms and conditions of the Company's issued options, refer to our response for Question 67 above.
70	The number of the entity's debentures, except to outstanding, showing the amount bankers. nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each + class and conversion terms (if applicable)	Not applicable
	Note: This applies whether the securities are quoted or not.
71	The number of the entity's unsecured notes, showing the amount outstanding, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each *class and conversion terms (if applicable)	Not applicable
	Note: This applies whether the securities are quoted or not.
72	The number of the entity's options to +acquire number unissued tsecurities, showing the outstanding	Refer to Tab 2: Prospectus, Section 13.7, page 106.
	Note: This applies whether the securities are quoted or not.
		Refer to Tab 2: Prospectus, Section 13.7, page 106.
73	Details of any rights granted to any +person, or to any class of refersons , to participate in an issue of the entity's +securities Note: This applies whether the securities are quoted or not.	Refer to Tab 2: Prospectus, Section 12.2, page 99 and Section 12.3, page 99.
74	If the entity has any + child entities, a list of all *child entities stating in each case the name, the nature of its business and the entity's percentage	The Company owns 100% of the issued shares in Saban Ventures Pty Limited (ACN 096 504 433) ("Saban").
	holding in it. Similar details should be provided for every entity in which the entity holds (directly or indirectly) 20% or more of the issued capital (interests).	Saban holds the Company's patent portfolio. Saban assigns or licences intellectual property to the Company on a royalty-free basis. Saban holds all the patents protecting the key embodiments of the Company's technology.
	About the entity's financial position (Entities meeting the profit test go to 75. For the assets test go to 81A.)
	All entities meeting the profit test
		Where is the information or document to be found? (eg, prospectus cross reference)
75	Evidence that the entity has been in the same main business activity for the last 3 full financial years	Not applicable

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Appendix 1A Page 11

⁺ See chapter 19 for defined terms.

76	Evidence that the entity is a going concern (or successor) and its aggregated profit for the last 3 full financial years	Not applicable
76A	Evidence entity's +profit from that the continuing operations in the past 12 months exceeded \$400,000	Not applicable
77	Audited + accounts for the last 3 full financial years and audit reports	Not applicable
$78 - 79$	Deleted 1/7/97.
80	Half yearly + accounts (if required) and audit report or review	Not applicable
80A	Pro forma balance sheet and review	Not applicable
80B	Statement from all directors or all directors of the responsible entity confirming that the entity is continuing to earn + profit from continuing operations	Not applicable
	All entities meeting the assets test (only complete one of 81A, 81B or 81C and one of 82 or 83)
81	Introduced 1/7/96. Amended 1/7/99. Deleted 1/7/97
81A	For entities other than tinvestment entities, evidence of net tangible assets of at least \$2 million or market capitalisation of at least \$10 million	Tab 2: Prospectus, Key Offer Statistics, page 2.
81B	For + investment entities other than + pooled development funds, evidence of net tangible assets of at least \$15 million	Not applicable
81C	Evidence that +pooled the entity is a development fund with net tangible assets of at least \$2 million	Not applicable
		Where is the information or document to found? be (eg, prospectus cross reference)
82	Evidence that at least half of the entity's total tangible assets (after raising any funds) is not cash or in a form readily convertible to cash (if there are no-commitments)	Not applicable - more than half of the Company's net tangible assets will be in cash immediately after the Company's IPO - refer to Tab 2: Prospectus, Section 3.4, page 14 for estimated amount to be raised by the Company under the IPO and Section 7, page 47 for the Company's balance sheet as at 31 December 2006.

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⁺ See chapter 19 for defined terms.

83		Evidence that there are commitments to spend at least half of the entity's cash and assets in a form readily convertible to cash (if half or more of the entity's total tangible assets (after raising any funds) is cash or in a form readily convertible to cash)	Refer to Tab 2: Prospectus, Section 3.4, page 14.
84		Statement that there is enough working capital to carry out the entity's stated objectives (and statement by independent expert, if required)	Refer to Tab 2: Prospectus, Section 3.4, page 15 (last paragraph)
85		Deleted 1/9/99.
86		Deleted 1/7/97.
87		*Accounts for the last 3 full financial years and audit report, review or statement that not audited or not reviewed	Refer to Tab 23: Annual Report for the Company for the year ended 30 June 2006 (which contains comparative figures for year ended 30 June 2005).
87A		Half yearly +accounts (if required) and audit report, review or statement that not audited or not reviewed	Refer to Tab 24: Half yearly accounts for half year ended 31 December 2006 and refer to Tab 2: Prospectus, Section 7 (financial information), page 46.
87B		Audited balance sheet (if required) and audit report	Refer to Tab 23: Annual Report for the Company for the year ended 30 June 2006
87C	(Now go to 106)	Pro forma balance sheet and review	Refer to Tab 2: Prospectus, Section 7, page 47
88		Deleted 1/7/97.
89-92C		Deleted 1/9/99.
93		Deleted 1/7/97.
94-98C		Deleted 1/9/99.
99		Deleted 1/7/97.
100-105C		Deleted 1/9/99.

About the entity's business plan and level of operations

All entities

Information	memorandum	the information contained in	Where is the information or document to be found? (eg. prospectus cross reference)
106		Details of the entity's existing and proposed activities, and level of operations. State the main business	Tab 2: Prospectus, page 1; Section 2, page 4; Section 3.4, page 14; Section 5, page 29.
107		Details of any issues of the entity's 's ecurities (in all ' classes) in the last 5 years. Indicate issues for consideration other than cash	Tab 22: Table of Restricted Securities

⁺ See chapter 19 for defined terms.

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Appendix 1A Page 13

Information memorandum requirements

All entities
108	If the entity is a company, a statement that all the information that would be required under section 710 of the Corporations Act if the information memorandum were a prospectus offering for subscription the same number of securities for which quotation will be sought is contained in the information memorandum. If the entity is a trust, a statement that all the information that would be required under section 1013C of the Corporations Act if the information memorandum were a Product Disclosure Statement offering for subscription the same number of securities for which quotation will be sought is contained in the information memorandum	Not applicable - disclosure document is a Prospectus.
109	The signature of every director, and proposed director, of the entity personally or by a *person authorised in writing by the director (in the case of a trust, director of the responsible entity)	Not applicable
110	The date the information memorandum is signed	Not applicable
111(a)	Full particulars of the nature and extent of any interest now, or in the past 2 years, of every director or proposed director of the entity (in the case of a trust, the responsible entity), in the promotion of the entity, or in the property acquired or proposed to be acquired by it	Not applicable
111(b)	If the interest was, or is, as a member or partner in another entity, the nature and extent of the interest of that other entity	Not applicable
	Information contained in the information memorandum	Where is the information or document to be found? (eg, prospectus cross reference)
111(c)	If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, securities or otherwise by any person to induce him or her to become or to qualify him or her as, a director, or for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity	Not applicable

$\mathcal{A}$

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$\overline{+}$ See chapter 19 for defined terms.

112(a)	Full particulars of the nature and extent of any interest of every expert in the promotion of the entity, or in the property acquired or proposed to be acquired by it	Not applicable
112(b)	If the interest was or is as a member or partner in another entity, the nature and extent of the interest of that other entity	Not applicable
112(c)	If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, securities or otherwise by any person for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity	Not applicable
113	A statement that ASX does not take any responsibility for the contents of the information memorandum	Not applicable
114	A statement that the fact that ASX may admit the entity to its + official list is not to be taken in any way as an indication of the merits of the entity	Not applicable
115	If the information memorandum includes a statement claiming to be made by an expert or based on a statement made by an expert, a statement that the expert has given, and has not withdrawn, consent to the issue of the information memorandum with the particular statement included in its form and context	Not applicable
		Where is the information or document to be found? (eg, prospectus cross reference)
116	A statement that the entity has not raised any capital for the 3 months before the date of issue of the information memorandum and will not need to raise any capital for 3 months after the date of issue of the information memorandum	Not applicable

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⁺ See chapter 19 for defined terms.

A statement that a supplementary information memorandum will be issued if the entity becomes *aware of any of the following between the issue of the information memorandum and the date the entity's +securities are +quoted or reinstated. A material statement in the information memorandum is misleading or deceptive. There is a material omission from the information memorandum. There has been a significant change affecting a matter included in the information memorandum. A significant new circumstance has arisen and it would have been required to be included in the information memorandum Information contained in the supplementary information memorandum Not applicable $\mathbf{H}$ there $\mathbf{R}$ $\mathbf{a}$ supplementary information memorandum: Correction of any deficiency. Details of any material omission, change or new matter A prominent statement that it is a supplementary information memorandum. The signature of every director, or proposed director, of the entity personally or by a therson authorised in writing by the director (in the case of a trust, director of the responsible entity). The date the supplementary information memorandum is signed.

Evidence if supplementary information memorandum is issued

Evidence that the supplementary information memorandum accompanied every copy of the information memorandum issued after the date of the supplementary information memorandum.

Evidence that the supplementary information memorandum was sent to every +person who

Details of any material contracts entered into

between the entity and any of its directors (if a

trust, the directors of the responsible entity)

was sent an information memorandum

Other information

All entities

120

121

Where is the information or document to be found? (eg, prospectus cross reference)

Not applicable

Not applicable

• Tab 3: Employee Share Option Plan
• Tab 6: Underwriting Agreement
• Tab 7: Employment Agreement for Geoff Marshall Tab 8: Confidentiality and Intellectual Property Deed

117

119

118

^<sup>+ See chapter 19 for defined terms.

		with Geoff Marshall Tab 13: Letters of Appointment as Non-Executive Directors for Maurie Stang, Bill Widin and David Fisher Tab 14: Deeds of Access and Indemnity for each Director Tab 28: Terms and Conditions of Seed Options (as referred to in Tab 2: Prospectus, Section 13.7, page 106) Tab 29: Terms and Conditions of Brandon Capital Management Options (as referred to in Tab 2: Prospectus, Section 13.7, page 106)
		No tab reference: Restriction Agreements - these will be provided as soon as possible - also refer to Tab 2 Prospectus; Section 3.10, page 17.
122	A copy of every disclosure document or Product Disclosure Statement issued. and every information memorandum circulated, in the last 5 years	Tab 2: Prospectus Tab 25: March 2001 Information Memorandum Tab 26: November 2005 Information Memorandum Tab 27: October 2006 Information Memorandum
123	Information not covered elsewhere and which, in terms of rule 3.1, is likely materially to affect the price or value of the entity's +securities	Not applicable
123A	The documents which would have been required to be given to ASX under rules $4.1, 4.2, 4.3, 4.5,$ 5.1, 5.2 and 5.3 had the entity been admitted to the + official list at the date of its application for admission, unless ASX agrees otherwise. Example: ASX may agree otherwise if the entity was recently incorporated.	Refer to our response to Q87 and Q87A. Any other information will be provided on the request of ASX.

Mining exploration entities

Deleted 1/7/97

124

125

A map or maps of the mining tenements prepared by a qualified ⁺person. The maps must indicate the geology and other pertinent features of the tenements, including their extent and location in relation to a capital city or major town, and relative to any nearby properties which have a significant bearing on the potential of the tenements. The maps must be dated and identify the qualified *person and the report to which they relate.

Where is the information or document to be found? (eg, prospectus cross reference)

^<sup>+ See chapter 19 for defined terms.

126	A schedule of 'mining tenements prepared by a The schedule must state in qualified person. relation to each +mining tenement: the geographical area where the + mining tenement is situated; the nature of the title to the + mining tenement; whether the title has been formally confirmed or approved and, if not, whether an application for confirmation or approval is pending and whether the application is subject to challenge; and the + person in whose name the title to the + mining tenement is currently held.	Not applicable
127	If the entity has + acquired an interest or entered into an agreement to + acquire an interest in a mining tenement from any person, a statement detailing the date of the + acquisition of the interest from the vendor and the purchase price paid and all other consideration (whether legally enforceable or not) passing (directly or indirectly) to the vendor.	Not applicable
128	A financial statement by the directors (if a trust, the directors of the responsible entity) setting out program of expenditure together with a a timetable for completion of an exploration program in respect of each + mining tenement or, where appropriate, each group of tenements	Not applicable
129	A declaration of conformity or otherwise with the Australasian Code for Reporting of Identified Mineral Resources and Ore Reserves for any reports on mineral resources and + ore reserves	Not applicable

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L.

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11/3/2002

⁺ See chapter 19 for defined terms.

Part 3 - Agreement

All entities

You must complete this agreement. If you require a seal to be bound, the agreement must be under seal.

We agree:

• $\mathbf{1}$ Our admission to the +official list is in ASX's absolute discretion. ASX may admit us on any conditions it decides. +Quotation of our +securities is in ASX's absolute discretion. ASX may quote our *securities on any conditions it decides. Our removal from the ⁺official list or the suspension or ending of ⁺quotation of our ⁺securities is in ASX's absolute discretion. ASX is entitled immediately to suspend 'quotation of our *securities or remove us from the *official list if we break this agreement, but the absolute discretion of ASX is not limited.
• $\mathcal{D}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law, and is not for an illegal purpose.
• There is no reason why the 'securities should not be granted 'quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 601MB(1), 737, 738, 992A, 992AA or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the ⁺securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before 'quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

$+$ See chapter 19 for defined terms.

$\overline{\mathbf{4}}$

Appendix 1A Page 19

• 5 We will comply with the listing rules that are in force from time to time, even if +quotation of our +securities is deferred, suspended or subject to a +trading halt.
• 6 The listing rules are to be interpreted:
• in accordance with their spirit, intention and purpose:
• by looking beyond form to substance; and
• in a way that best promotes the principles on which the listing rules are based.
• $\overline{7}$ ASX has discretion to take no action in response to a breach of a listing rule. ASX may also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord.

$\mathbf{g}$ A document given to ASX by an entity, or on its behalf, becomes and remains the property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules.

• 9 In any proceedings, a copy or extract of any document or information given to ASX is of equal validity in evidence as the original.
• $10$ Except in the case of an entity established in a jurisdiction whose laws have the effect that the entity's 'securities cannot be approved under the operating rules of the 'approved CS facility:
• We will satisfy the 'technical and performance requirements of the +approved CS facility and meet any other requirements the +approved CS facility imposes in connection with approval of our "securities.
• When ⁺securities are issued we will enter them in the ⁺approved CS facility's subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so.
• The ⁺approved CS facility is irrevocably authorised to establish and administer a subregister in respect of the 'securities for which 'quotation is sought.

^<sup>+ See chapter 19 for defined terms.

Except in the case of an entity established in a jurisdiction whose laws have the $11$ effect that the entity's 'securities cannot be approved under the operating rules of the 'approved CS facility, we confirm that either:

we have given a copy of this application to the 'approved CS facility in accordance with the operating rules of the +approved CS facility; or

we ask ASX to forward a copy of this application to the +approved CS facility.

• In the case of an entity established in a jurisdiction whose laws have the effect that the 12 entity's *securities cannot be approved under the operating rules of the *approved CS facility:
• The 'approved CS facility is irrevocably authorised to establish and administer a subregister in respect of ⁺CDIs.
• We will make sure that 'CDIs are issued over 'securities if the holder of quoted *securities asks for *CDIs.
• In the case of an entity established in a jurisdiction whose laws have the effect that the 13 entity's 'securities cannot be approved under the operating rules of the 'approved CS facility:

we have given a copy of this application to the approved CS facility in accordance with the operating rules of the 'approved CS facility; or

we ask ASX to forward a copy of this application to the +approved CS facility.

2 APRIL 2007 Dated: EXECUTED by Nanosonics Limited ABN 11 095 076 896 ih accordance with Section 127 of the Comporations Act 2001 (Cth) Signature of authorised person Signature of authorised person $\sigma$ Office held Office held ADOSIANIM MIERZEJENSKI Name of authorised person Name of authorised person (BLOCK LETTERS) (BLOCK LETTERS)

^<sup>+ See chapter 19 for defined terms.