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ONCOSIL MEDICAL LTD Proxy Solicitation & Information Statement 2013

Dec 5, 2013

65510_rns_2013-12-05_b36d036f-62b9-448e-b5b0-5929ed6657b4.pdf

Proxy Solicitation & Information Statement

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6 December 2013

Dear Shareholders,

Notice of Extraordinary General Meeting

We enclose a Notice of Extraordinary General Meeting.

The resolutions concern the proposed issue of loan shares to Dr Neil Frazer and Mr Martin Rogers, as per Resolutions 3 and 4 in the Notice of Extraordinary General Meeting dated 22 August 2013. The resolutions were overwhelmingly approved by shareholders at the Extraordinary General Meeting held on 24 September 2013.

Due to an administrative error the approved loan shares were issued to Dr Neil Frazer and Mr Martin Rogers three business days outside the time stipulated under ASX Listing Rule 10.13.3.

Accordingly the Company is again seeking Shareholder approval for the issue of these loan shares in accordance with the details outlined in the attached Notice of Extraordinary General Meeting.

We apologise for any inconvenience this may cause.

Yours sincerely

Nicholas Falzon Company Secretary

About OncoSil Medical Ltd

OncoSil Medical Ltd is a clinical-stage Australian biotechnology company with the aim is to provide new technologies for safer medical radiation treatments. OncoSil Medical Ltd’s lead product is OncoSil™ with the first target indication being pancreatic cancer. OncoSil™ is a bio-silica P32(phosphorous) pure beta emitter with the potential to be used medically as a brachytherapy treatment. The OncoSil™ device delivers more concentrated and localised beta radiation compared to external beam radiation. OncoSil™ has previously conducted four clinical trials with encouraging results on tolerability, safety and efficacy. There is also potential use for OncoSil™ in other solid tumors outside of pancreatic cancer. FDA and EMA approval for pancreatic cancer is the core focus of OncoSil Medical Ltd.

Pancreatic Cancer

Pancreatic cancer is typically diagnosed at a later stage, when there is a poor prognosis for long-term survival. The World Cancer Research Fund estimated that in 2010 280,000 people globally were diagnosed with pancreatic cancer including 43,140 Americans, 70,000 Europeans and 2,546 in Australia. The prognosis for patients diagnosed with pancreatic cancer, regardless of stage, is generally poor; the relative five-year survival rate for all stages combined is approximately 6%. The world-wide market for pancreatic drugs is projected by Global Industry Analysis to exceed US$1.2bn by 2015.

ONCOSIL MEDICAL LIMITED ABN 89 113 824 141 ASX | OSL Suite 1802, Level 18, 15 Castlereagh Street Sydney NSW 2000 AUSTRALIA TELEPHONE +61 2 9223 3344 FACSIMILE +61 2 9221 8535 WEB www.oncosil.com.au

ONCOSIL MEDICAL LIMITED

ACN 113 824 141

NOTICE OF EXTRAORDINARY GENERAL MEETING

TIME: 11.00am (Sydney time) DATE: Monday 6[th] January 2014 PLACE: Lawler Partners, Level 9, 1 O’Connell Street, Sydney

THIS NOTICE OF EXTRAORDINARY GENERAL MEETING SHOULD BE READ IN ITS ENTIRETY. IF SHAREHOLDERS ARE IN DOUBT AS TO HOW THEY SHOULD VOTE, THEY SHOULD SEEK ADVICE FROM THEIR PROFESSIONAL ADVISERS.

SHOULD YOU WISH TO DISCUSS THE MATTERS IN THIS NOTICE OF EXTRAORDINARY GENERAL MEETING PLEASE DO NOT HESITATE TO CONTACT THE COMPANY SECRETARY ON (02) 9223 3344.

CONTENTS PAGE 1 Time and Place of Meeting and How to Vote 2 Letter from the Chairman 3 Notice of Extraordinary General Meeting Explanatory Statement 6

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Extraordinary General Meeting of the shareholders of OncoSil Medical Limited ACN 113 824 141 (Company) to which this Notice of Extraordinary General Meeting relates will be held at Lawler Partners Level 9, 1 O’Connell Street, Sydney at 11.00am (Sydney time) on Monday 6[th] January 2014 (Extraordinary General Meeting).

YOUR VOTE IS IMPORTANT

The business of the Extraordinary General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Extraordinary General Meeting on the date and at the place set out above.

VOTING BY PROXY To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) post to c/ Lawler Partners at GPO Box 5446 Sydney NSW 2001; or

(b) facsimile to OncoSil Medical Limited on facsimile number (02) 9221 8535, so that it is received not later than 5.00pm (Sydney time) on Thursday, 2nd January 2014. Proxy forms received later than this time will be invalid.

2

LETTER FROM THE CHAIRMAN

Dear Shareholder

I am pleased to invite you to the Extraordinary General Meeting of the Company which will be held at Level 9, 1 O’Connell Street, Sydney, New South Wales on Monday 6[th] January 2014, commencing at 11.00am (Sydney time).

I have enclosed your personalised proxy form with this Notice of Extraordinary General Meeting.

The following pages contain details of the items of business that you have the opportunity to vote on at the Extraordinary General Meeting.

The Resolutions contained in this Notice concern the proposed issue of loan funded shares to Dr Neil Frazer and Mr Martin Rogers as previously raised in Resolutions 3 and 4 in the Notice of Extraordinary General Meeting dated 22 August 2013. The latter Resolutions were approved at the Extraordinary General Meeting held on 24 September 2013. However, due to an administrative error the approved loan shares were issued to Dr Frazer and Mr Rogers 3 business days outside of the time limit stipulated under ASX Listing Rule 10.13.3.

In accordance with ASX requirements, the Company is again seeking Shareholder approval for the issue of the loan shares in accordance with the details outlined in the Notice of Extraordinary General Meeting.

We apologise for any inconvenience this may cause.

Yours sincerely,

Martin Rogers Chairman

3

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the Extraordinary General Meeting of shareholders of the Company will be held at Lawler Partners Level 9, 1 O’Connell Street, Sydney, New South Wales at 11.00am (Sydney time) on Monday 6[th] January 2014.

The Explanatory Statement to this Notice of Extraordinary General Meeting provides information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Extraordinary General Meeting.

The directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered shareholders of the Company at 5:00 pm (Sydney time) on Thursday 2[nd] January 2014.

AGENDA

RESOLUTION 1 – RE-APPROVAL OF ISSUE OF LOAN SHARES TO DR NEIL FRAZER

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

“That, in accordance with the ASX Letter, Shareholders re-approve the issue of 20,000,000 Loan Shares to Dr Neil Frazer under the Company's Employee Share Plan on the terms and conditions outlined in the Explanatory Statement which accompanies this Notice of Extraordinary General Meeting.”

RESOLUTION 2 – RE-APPROVAL OF ISSUE OF LOAN SHARES TO MARTIN ROGERS

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

“That, in accordance with the ASX Letter, Shareholders re-approve the issue of 5,000,000 Loan Shares to Mr Martin Rogers under the Company's Employee Share Plan on the terms and conditions outlined in the Explanatory Statement which accompanies this Notice of Extraordinary General Meeting.

4

VOTING EXCLUSION STATEMENTS

RESOLUTION 1

As required by the Listing Rules (ASX Listing Rules) of the Australian Securities Exchange (ASX), the Company will disregard any votes cast on the proposed Resolution 1 by Dr Neil Frazer or by any associate of Dr Neil Frazer. However, the Company need not disregard a vote on Resolution 1 if:

  • (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form; or

  • (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

As required by the Corporations Act 2001 (Cth), no member of the Company’s key management personnel or a closely related party of any such member may vote as proxy on Resolution 1 unless:

  • (a) the person votes as proxy appointed by writing that specifies how the person is to vote on Resolution 1 and the vote is not cast on behalf of any member of the Company's key management personnel or a closely related party of such member; or

  • (b) the person is the chair of the meeting and votes as a proxy appointed by writing that expressly authorises the chair to vote on Resolution 1 even though that resolution is connected with the remuneration of a member of the Company’s key management personnel.

RESOLUTION 2

As required by the ASX Listing Rules, the Company will disregard any votes cast on the proposed Resolution 2 by Martin Rogers or by any associate of Martin Rogers. However, the Company need not disregard a vote on Resolution 2 if:

  • (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form; or

  • (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

As required by the Corporations Act 2001 (Cth), no member of the Company’s key management personnel or a closely related party of any such member may vote as proxy on Resolution 2 unless:

  • (a) the person votes as proxy appointed by writing that specifies how the person is to vote on Resolution 2 and the vote is not cast on behalf of any member of the Company's key management personnel or a closely related party of such member; or

  • (b) the person is the chair of the meeting and votes as a proxy appointed by writing that expressly authorises the chair to vote on Resolution 2 even though that resolution is connected with the remuneration of a member of the Company’s key management personnel.

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GENERALLY

It is the intention of the Chairman to vote eligible undirected proxies in favour of all Resolutions. However, in respect of Resolution 1 and 2, unless a shareholder appointing the Chairman (expressly or by default) as proxy, indicates another intention by ticking the 'for', 'against' or 'abstain' box on the proxy form, the shareholder's votes will not be counted unless they also tick the second box under 'Step 1' on the proxy form.

Those shareholders appointing a proxy who do not want the Chairman to vote for them or do not want the Chairman to vote in accordance with the Chairman's intentions on these Resolutions, have the ability to:

  • (a) appoint the Chairman as proxy with a direction to cast votes contrary to the Chairman's stated voting intentions by instructing the Chairman to vote 'against' or to 'abstain' from voting on these Resolutions under 'Step 2' of the proxy form;

  • (b) appoint a person other than the Chairman as proxy or attorney with or without a direction to cast votes 'for', 'against' or to 'abstain' from voting on these Resolutions (as the shareholder considers appropriate); or

  • (c) for Resolution 1 and 2 only, leave the second box under 'Step 1' on the proxy form blank in which case the Chairman will not vote the shares on that Resolution but in that case, if no other proxy is appointed in place of the Chairman, the shareholder’s votes on that Resolution will not be counted.

DATED: Thursday, 5[th] December 2013

BY ORDER OF THE BOARD

Nicholas Falzon Company Secretary

6

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the shareholders of the Company in connection with the business to be conducted at the Extraordinary General Meeting to be held at Lawler Partners Level 9 1 O’Connell Street, Sydney, New South Wales on Monday 6[th] January 2014 at 11.00am (Sydney time).

The purpose of this Explanatory Statement is to provide information that the directors believe to be material to shareholders in deciding whether or not to pass the Resolutions in the Notice of Extraordinary General Meeting.

RESOLUTIONS 1 & 2– RE-APPROVAL OF LOAN SHARES TO NEIL FRAZER & MARTIN ROGERS

1.1 Background to Resolutions 1 & 2

On 24 September 2013, a general meeting of the Company was held, the notice of meeting for which contained resolutions (3 & 4) for Shareholders to approve the issue of 20,000,000 and 5,000,000 fully paid ordinary shares in the Company ( Loan Shares ) pursuant to the Company's Employee Share Plan ( Plan ) to Dr Neil Frazer and Mr Martin Rogers respectively - both directors of the Company. Approval of the issue of the Loan Shares were sought under ASX Listing Rule 10.11. Approval under Chapter 2E of the Corporations Act was not sought, as the issue of the Loan Shares was considered reasonable remuneration by the non-interested members of the Board.

1.1.1 Loan terms

The key terms of each limited recourse loan provided under the Plan are as follows:

  • (a) the loan may only be applied towards the subscription price for the Loan Shares;

  • (b) the loan will be interest free, provided that if the loan is not repaid by the repayment date set by the Board, the loan will incur interest at 9% per annum after that date (which will accrue on a daily basis and compound annually on the then outstanding loan balance);

  • (c) by signing and returning a limited recourse loan application, the participants of the Plan (each a Participant ) acknowledges and agrees that the Loan Shares will not be transferred, encumbered, otherwise disposed of, or have a security interest granted over it, by or on behalf of the Participant until the loan is repaid in full to the Company;

  • (d) the Company has security over the Loan Shares as security for repayment of the loan;

  • (e) the loan becomes repayable on the earliest of:

  • (i) 5 years from the date on which the loan is advanced to the Participant;

(ii) one month after the date of the Participant's resignation or cessation of office/employment (as the case may be) other than if the Participant is removed from office, and in the case of an employee, the Company does not renew the Participant's executive employment agreement, or where the Company dismisses the Participant other than for cause; and (by the legal personal representative of the Participant) six months after the Participant ceases to be an employee of the Company due to their death ( Repayment Date );

  • (f) notwithstanding paragraph (e) above, the Participant may repay all or part of the loan at any time before the Repayment Date; and

  • (g) the loan will be limited recourse such that on the Repayment Date the repayment obligation under the limited recourse loan will be limited to the lesser of (i) the outstanding balance of the limited recourse loan and (ii) the market value of the Loan Shares on that date. In addition, where the Participant has elected for the Loan Shares to be provided to the Company in full satisfaction of the loan, the Company must accept the Loan Shares as full settlement of the repayment obligation under the limited recourse loan.

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1.1.2 Rights attaching to Loan Shares

The Loan shares will rank equally with all other fully paid ordinary shares on issue in the capital of the Company. Holders of Loan shares issued under the Plan will be entitled to exercise all voting rights attaching to the Shares in accordance with the Company's constitution. In addition, holders of Loan shares issued under the Plan will be entitled to participate in dividends declared and paid by the Company in accordance with the Company's constitution.

1.1.3 Sale of Loan Shares

The Loan Shares may only be sold by a Participant where the Participant has been granted a limited recourse loan and the loan has been repaid in full (otherwise any dealing by the Participant in the Loan Shares is prohibited without the prior written consent of the Company).

If the loan becomes due and payable under the limited recourse loan agreement and the Participant has not repaid the amount of the loan in full within 21 days of the due date, then the Participant will forfeit their interest in the Loan Shares as full consideration for the repayment of the outstanding loan balance, and the Company may either (at its election) take such action in the Participant's name or direct that the Participant take such action in relation to the Loan Shares as the Company considers appropriate, which may include but is not limited to the Company undertaking a buy-back of the Loan Shares or selling the Loan Shares.

As stated above, the Company has security over the Loan Shares as security for repayment of the loan. In order to hold such security over the Company’s shares, the Company must obtain approval for the Plan for the purposes of section 259B(2) of the Corporations Act 2001 (Cth).

In addition to these terms set out above, Dr Frazer's and Mr Rogers' Loan Shares are subject to certain vesting conditions outlined below:

(a) Dr Frazer's Loan Shares are subject to the following vesting conditions:

Tranche Proportion of Loan
Shares
Vesting Condition
1 25% of the Loan
Shares
Tranche 1 shares will vest automatically (but subject to
below) where during the 4 year vesting period (from the
date of issue) the total shareholder returns (TSR) in respect
of holding ordinary shares in the Company equalling 175% -
where the TSR is calculated using the average closing
share price over the period of 30 consecutive trading days
concluding on the issue date for the relevant shares as
compared to the average closing share price over the period
of 30 consecutive trading days concluding on the relevant
calculation date. Notwithstanding the achievement of this
TSR, the Tranche 1 shares will not vest until the expiry of 2
years from the date of issue of the Tranche 1 shares.
2 25% of the Loan
Shares
Tranche 2 shares will vest automatically (but subject to
below) where during the 4 year vesting period (from the
date of issue) the TSR in respect of holding ordinary shares
in the Company equalling 250% - where the TSR is
calculated using the average closing share price over the
period of 30 consecutive trading days concluding on the
issue date for the relevant shares as compared to the
average closing share price over the period of 30
consecutive trading days concluding on the relevant
calculation date. Notwithstanding the achievement of this
TSR, the Tranche 2 shares will not vest until the expiry of 2
years from the date of issue of the Tranche 2 shares.

8

3 25% of the Loan
Shares
Tranche 3 shares will vest automatically where during the 4
year vesting period (from the date of issue) the Company
receives US Food and Drug Administration (FDA) approval
of a product (using the Company's technology) for the sale
of a pharmaceutical product in the United States.
4 25% of the Loan
Shares
Tranche 4 shares will vest automatically where Dr Frazer is
still an employee or director of the Company on the expiry
of the vesting period being three years from the issue date
of the relevant shares.

(b) Mr Roger's Loan Shares are subject to a vesting condition, being that the Loan Shares will vest automatically where during the 4 year vesting period (from the date of issue) the Company receives FDA approval of a product (using the Company's technology) for the sale of a pharmaceutical product in the United States.

In the explanatory memorandum to the notice of general meeting dated 22 August 2013 ( August NOM ), the required information was provided pursuant to Listing Rule 10.13 including that (if the respective Resolutions were passed) the Loan Shares would be issued to Dr Frazer and Mr Rogers as soon as possible but in any case within one (1) month of the meeting.

The Loan Shares were issued on 30 October 2013. The one (1) month period within which to issue the Loan Shares as required under Listing Rule 10.13 expired on 24 October 2013 and as at that date, the Company had not issued the Loan Shares to Neil Frazer and Martin Rogers.

1.2 ASX Letter

The Company received a letter from ASX on 29 November 2013 ( ASX Letter ) with respect to the Loan Shares.

The ASX Letter requires the Company to re-obtain Shareholder approval for the issue of the Loan Shares to Dr Frazer and Mr Rogers respectively at the next general meeting of the Company's Shareholders on the following conditions:

(a) with Neil Frazer's and Martin Rogers' consent, have a holding lock applied to the Loan Shares until such time as Shareholder approval is re- obtained, and provide confirmation of the imposition of the holding lock to ASX;

(b) if shareholder approval is not re-obtained at the next general meeting, the Loan Shares are to be sold and the net proceeds (after paying associated loans) will be donated to a charity for cancer research; and

(c) the loan shares are not to be traded, unless and until shareholder approval for their issue has been re-obtained at the next general meeting.

(d) the Company is to make, as soon as reasonably practicable, an appropriate announcement concerning the issue of the Loan Shares later than one month time as set out in the Resolution in the August NOM, and the steps that it is taking in relation to that late issue.

(together the ASX Requirements ).

1.3 Action by the Company

The Company hereby seeks Shareholder approval for the issue of 20,000,000 and 5,000,000 Loan Shares in accordance with the ASX Letter under Resolution 1 and Resolution 2 respectively.

The Company has complied with the ASX Requirements set out above in sections 1.2 (a), and (d).

If Shareholder approval is not obtained at this Extraordinary General Meeting under Resolutions 1 and/or 2, the Company will sell the relevant Loan Shares and the net proceeds (after paying associated loans) will be donated to a charity for cancer research.

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THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

PROXY FORM

ONCOSIL MEDICAL LTD

REGISTERED OFFICE:

ACN: 113 824 141

SUITE 1802 LEVEL 18 15 CASTLEREAGH STREET SYNDEY NSW 2000

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

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Code: OSL Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson 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 Extraordinary General Meeting of the Company to be held at 11:00am (Sydney Time) on Monday 6 January 2014 at Lawler Partners, Level 9, 1 O'Connell Street, Sydney and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

For Against Abstain*

  1. RE-APPROVAL OF ISSUE OF LOAN SHARES TO DR NEIL FRAZER

  2. RE-APPROVAL OF ISSUE OF LOAN SHARES TO MARTIN ROGERS

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

  • If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of Resolution 2 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolution 2 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 2. The Chairperson of the Meeting intends to vote undirected proxies in favour all Resolutions.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

5334317578

Reference Number:

OSL

1

1

My/Our contact details in case of enquiries are: NAME

TELEPHONE NUMBER ( )

NOTES

  1. Name and Address

This is the name and address on the Share Register of ONCOSIL MEDICAL LTD. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of ONCOSIL MEDICAL LTD.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Oncosil Medical Ltd no later than 5:00pm (Sydney Time) on Thursday 2 January 2014. Any Proxy form received after that time will not be valid for the scheduled meeting.

Oncosil Medical Ltd C/- Lawler Partners GPO Box 5446 Sydney NSW 2000

Facsimile +61 2 9221 8535

  • (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

  • (b) Return both forms in the same envelope.

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

2374317579