PERCHERON THERAPEUTICS LIMITED — Proxy Solicitation & Information Statement 2012

Mar 28, 2012

==> picture [302 x 99] intentionally omitted <==

LIMITED

NOTICE OF 2012 GENERAL MEETING

Including Explanatory Notes and Proxy Form

To be held on:

Monday 30[th] April 2012

10:00am (AEST)

(registration commencing 15 minutes earlier)

At:

Giorgios Restaurant Function Room 1235 High Street Armadale, Victoria

This is an important document. It should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser.

Page 1 of 6

ANTISENSE THERAPEUTICS LIMITED

ACN 095 060 745

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Antisense Therapeutics Limited ACN [ACN 095 060 745] ( Company ) will be held at Giorgios Restaurant function room, 1235 High Street, Armadale, Victoria on Monday, 30[th] April 2012 at 10.00am (AEST), for the purposes of considering and, if thought fit, passing each of the resolutions referred to in this Notice of Meeting.

The Explanatory Notes and proxy form accompanying this Notice of Meeting are hereby incorporated in, and comprise part of, this Notice of Meeting.

Please note that recent changes to the Corporations Act 2001 (Cth) ( Corporations Act ) will apply to this meeting. These changes could affect whether your proxy is able to vote your shares.

Please read this Notice of Meeting carefully and consider directing your proxy on how to vote on each resolution by marking the appropriate box on the proxy form included with this Notice of Meeting.

BUSINESS

Resolution 1: Approval of the prior issue of securities pursuant to the Tranche 1 Placement

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

“That, pursuant to ASX Listing Rule 7.4, and for all other purposes, Shareholders approve the prior Tranche 1 Placement of 147,944,355 new fully paid ordinary shares (ANP) to institutional and sophisticated investors determined by Patersons Securities in consultation with the Company, on or about Wednesday 28[th] March 2012.”

The Tranche 1 Placement of 147,944,355 fully paid ordinary shares was made to institutional and sophisticated investors, with shares being issued at an issue price of $0.018 per share which raised $2,662,998 before costs, as announced to ASX on Friday 23[rd] March 2012 and as described in the Explanatory Notes accompanying this Notice of Meeting.

Voting Exclusion Statement

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

• (a) the institutional and sophisticated investors who participated in the Tranche 1 Placement; and

• (b) any associates of those persons.

However, the Company need not disregard a vote cast on Resolution 1 if it is cast by:

• (a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Page 2 of 6

Resolution 2: Approve the issue of securities pursuant to the Tranche 2 Placement

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

“That, Shareholders approve the proposed Tranche 2 Placement of 102,055,646 new fully paid ordinary shares ANP for the purposes of ASX Listing Rule 7.1 and for all other purposes, to institutional and sophisticated investor(s) determined by Patersons Securities in consultation with the Company.”

The Company has agreed to issue 102,055,646 new fully paid ordinary shares to institutional and sophisticated investor(s) determined by Patersons Securities in consultation with the Company at an issue price of $0.018 per share to raise $1,837,002 before costs, as announced on Friday 23[rd] March 2012, as described in the Explanatory Notes accompanying this Notice of Meeting.

Voting Exclusion Statement

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

• (a) the institutional and sophisticated investors who may participate in the Tranche 2 Placement; and

• (b) any associates of those persons.

However, the Company need not disregard a vote cast on Resolution 2 if it is cast by:

• (a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Resolution 3: Approve the issue of listed options

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

“That, pursuant to ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to 60,000,000 new ANPO listed options over ordinary fully paid shares to subscribers of the Placement pursuant to Resolutions 1 and 2. The allottees are institutional and sophisticated investors determined by Patersons Securities in consultation with the Company. ”

The ANPO listed options pursuant to this resolution, are to be allotted pari passu with the existing class of ANPO listed options which are currently on issue, and are exercisable at $0.011 on or before 31 July 2012.

The exercise of the proposed new ANPO listed options will potentially raise an additional $660,000 funds if exercised on or before 31 July 2012, before costs.

See the Explanatory Notes accompanying this Notice of Meeting for further details.

Voting Exclusion Statement

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

• (a) the institutional and sophisticated investors who have participated or may participate in the Placement; and

• (b) any associates of those persons.

However, the Company need not disregard a vote cast on Resolution 3 if it is cast by:

• (a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Page 3 of 6

Resolution 4: Approve the issue of securities under a Share Purchase Plan (SPP)

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

“That, Shareholders approve the issue of up to 111,111,111 fully paid ordinary shares pursuant to a Share Purchase Plan (SPP) to eligible existing ANP Shareholders at an issue price of $0.018 per Share.”

The SPP will involve the issue of up to 111,111,111 new fully paid ordinary shares in ANP to existing eligible Shareholders of ANP for the purposes of ASX Listing Rule 7.1 and for all other purposes, at an issue price of $0.018 per share to raise $2,000,000 before costs, as announced to ASX on Friday 23[rd] March 2012.

In accordance with ASX Listing Rule 7.2, exemption 15, the Company is seeking Shareholder approval to issue the securities to eligible shareholders under the SPP at an issue price of $0.018 being a 21.7% discount to the average closing price over the last 5 days on which sales in these securities occurred prior to the announcement to ASX on Friday 23[rd] March 2012.

See the Explanatory Notes accompanying this Notice of Meeting for further details.

Voting Exclusion Statement

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

• (a) Patersons Securities and any institutional and sophisticated investors who participate in the placement of any shortfall from the SPP; and

• (b) any associates of those persons.

However, the Company need not disregard a vote cast on Resolution 4 if it is cast by:

• (a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

In relation to above Voting Exclusion Statement. On Friday 23rd March 2012, ASX granted the Company the following waivers in relation to this resolution:

• 1) A waiver from listing rule 7.3.8 to the extent necessary to permit the resolution in the Company’s notice of meeting to approve the issue of a total of up to 111,111,111 fully paid ordinary shares of the Company under a proposed share purchase plan in accordance with Australian Securities and Investments Commission Class Order 09/425 (the “Plan”) not to include a voting exclusion statement on condition that any votes cast on that resolution by any proposed underwriter or sub underwriter are disregarded.

• 2) A waiver from listing rule 10.11 to the extent necessary to permit the Company to issue up to $15,000 worth of securities to each of its related parties under the Plan without obtaining shareholder approval, on condition that all related parties are offered securities under the Plan on the same terms as other shareholders.

Page 4 of 6

Resolution 5: In the event of a shortfall, approve the issue of securities to the Underwriter of the Share Purchase Plan (SPP)

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

“That, Shareholders approve the underwriting of up to 111,111,111 fully paid ordinary shares under the Share Purchase Plan (SPP) by Patersons Securities.”

In relation to the SPP, as announced to ASX on Friday 23[rd] March 2012, Shareholder approval is sought to enable Patersons Securities to place any remaining shortfall following the closure of the SPP, to institutional and sophisticated investor(s) determined by Patersons Securities, in consultation with the Company, pursuant to the Underwriting Agreement.

The SPP will potentially involve the issue of up to 111,111,111 new fully paid ordinary shares in ANP to existing eligible Shareholders of ANP for the purposes of ASX Listing Rule 7.1 and for all other purposes, at an issue price of $0.018 per share to raise $2,000,000 before costs, as announced to ASX on Friday 23[rd] March 2012.

In accordance with ASX Listing Rule 7.2, exemption 15, the Company is seeking Shareholder approval to issue the securities to institutional and sophisticated investor(s) determined by Patersons Securities, in consultation with the Company, pursuant to the underwriting agreement at an issue price of $0.018 being a 21.7% discount to the average closing price over the last 5 days on which sales in these securities occurred prior to the announcement to ASX on Friday 23[rd] March 2012.

See the Explanatory Notes accompanying this Notice of Meeting for further details.

Voting Exclusion Statement

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

• (a) the Patersons Securities and any institutional and sophisticated investors who participated in the placement of any shortfall from the SPP; and

• (b) any associates of those persons.

However, the Company need not disregard a vote cast on Resolution 5 if it is cast by:

• (a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

By the order of the Board;

==> picture [63 x 47] intentionally omitted <==

Phillip Hains

Company Secretary Antisense Therapeutics Limited

Dated: Wednesday 28[th] March 2012.

The accompanying Explanatory Notes and Proxy Form including Voting Instructions form part of this Notice of Meeting.

Page 5 of 6

NOTES

Voting Entitlements

In accordance with section 1074E(2)(g) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that a Shareholder’s voting entitlement at this meeting will be taken to be the entitlement of the person shown in the register of members as at Friday, 27[th] April 2012 at 5:00pm AEST. Transactions registered after that time will be disregarded in determining the Shareholders entitled to attend and vote at the meeting.

Proxies

• A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies.

• A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise one half of the member's votes. If the member appoints two proxies, neither may vote on a show of hands.

• In addition changes to the Corporate Law Economic Reform Program ( Audit Reform and Corporate Disclosure Act 2004 (Cth) ( CLERP 9 ) now enable:

• (a) notices of meetings to be distribute electronically; and

• (b) a member to appoint a body corporate as well as an individual as their proxy and also that a body corporate appointed as a proxy may then nominate an individual to exercise its powers at meetings.

• A proxy need not be a member of the Company.

• The proxy form must be signed by the member or the member's attorney. In the case of joint holdings all joint holders must sign the proxy form.

• Proxies given by corporations may be executed in accordance with Section 127 of the Corporations Act 2001 or by the appointor's attorney duly authorised in writing. Should the constitution of a company permit the execution of documents without using a common seal, the document must be signed by:

• (a) 2 directors of the company;

• (b) a director and either a company secretary of the company or other authorised signatory; or

• (c) for a proprietary company that has a sole director who is also the sole company secretary – that director and noting both positions.

• To be valid the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) may be lodged with the Company for the attention of the Company Secretary:

• (a) in person at office of the Company Secretary at Suite 1, 1233 High, Armadale, Victoria, Australia 3143;

• (b) by faxing it to the attention of the Company Secretary on fax number + 61(0)3 9822 7735; or

by mail to the Company Secretary’s office at PO Box 8694, Armadale, Victoria 3143 Australia, not later than 10:00am on Saturday 28[th] April 2012.

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

Accordingly, your Board of Directors urge members, when completing the proxy form, to direct the proxy by indicating a vote for either 'For' or 'Against' or 'Abstain'.

Page 6 of 6

ANTISENSE THERAPEUTICS LIMITED

ACN 095 060 745

EXPLANATORY NOTES TO NOTICE OF GENERAL MEETING

These Explanatory Notes accompany and form part of the Antisense Therapeutics Limited Notice of Meeting to be held at Giorgios Restaurant function room, 1235 High Street, Armadale, Victoria on Monday, 30[th] April 2012 at 10.00am (AEST), for the purposes of considering and, if thought fit, passing each of the resolutions referred to in the Explanatory Notes listed below.

The Notice of Meeting should be read together with these Explanatory Notes.

BUSINESS

Background

The Company announced on Friday 23[rd] March 2012 that it was undertaking a capital raising program to provide capital to complete the Phase II clinical trial of ATL1103, to continue the progression of its other product pipeline development initiatives, and to fund its operations into 2014. This capital raising program will be comprised of:

• (a) a two tranche total $4.5 million placement to institutions and sophisticated investors in Australia and various foreign jurisdictions (determined by the Patersons Securities in consultation with the Company (collectively the Institutional Investors )); and

• (b) a further $2 million underwritten Share Purchase Plan (SPP) to existing shareholders of the Company.

The Placement to the Institutional Investors is for a total of 250,000,001 new fully paid ordinary shares ANP and up to 60,000,000 ANPO listed options, at $0.018 per share of which 147,944,355 new fully paid ordinary shares ANP were issued on or about Wednesday 28[th] March 2012 in accordance with the Company's 15% limit under ASX Listing Rule 7.1.

This meeting has been convened to seek shareholder approval for the ratification of the prior issue of the 147,944,355 shares issued on or about Wednesday 28[th] March 2012 and the proposed issue of 102,055,646 shares and up to 60,000,000 ANPO listed options, pursuant to this capital raising program, together with any securities to be issued to participants of the SPP and the Underwriter of the SPP subject to any shortfall not subscribed to by eligible shareholders before the closing date.

Resolution 1: Approval of the prior issue of securities pursuant to the Tranche 1 Placement

For the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders are requested to approve the prior issue of 147,944,355 new fully paid ordinary shares ANP to institutional and sophisticated investors determined by Patersons Securities in consultation with the Company ( Tranche 1 Placement ).

The Company issued 147,944,355 new fully paid ordinary shares ANP at an issue price of $0.018 per share to raise $2,662,998 before costs, on or about Wednesday 28[th] March 2012.

ASX Listing Rule 7.1 precludes the Company from issuing new equity securities in excess of 15% of its capital in any 12 month period without the prior approval of Shareholders in a general meeting, subject to a number of exceptions.

The issue of the 147,944,355 new fully paid ordinary shares ANP as set out in Resolution 1 was within the 15% limit at the relevant time and therefore did not require the prior approval of Shareholders under ASX Listing Rule 7.1.

Page 1 of 8

ASX Listing Rule 7.4 provides that where a company in general meeting ratifies an issue of equity securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby enabling the company to issue further securities without exceeding the 15% in 12 months limitation.

Ratification of the prior issue of the fully paid ordinary shares will enable the Company, should an opportunity arise, to raise additional funding to fund the ongoing commitments of the Company's commercialisation objectives clinical trials and working capital requirements. Ratification will also allow the Company to progress with the Tranche 2 Placement even if Resolution 2 is not passed.

This resolution has been proposed to seek ratification of the prior issue of the fully paid ordinary shares pursuant to ASX Listing Rule 7.4.

ASX Listing Rule 7.5 requires the following information be given to Shareholders.

The number of securities allotted

A total of 147,944,355 new fully paid ordinary shares in ANP were issued on or about Wednesday 28[th] March 2012, as set out in Resolution 1.

The price at which the securities were issued

The 147,944,355 new fully paid ordinary shares in ANP were issued at $0.018 per share.

The terms of the securities

Each new fully paid ordinary share was issued on the same terms and ranking equally pari passu with the existing ANP fully paid ordinary shares in the Company currently on issue.

The names of allottees or the basis on which allottees were determined

The allottees were institutional and sophisticated investors determined by Patersons Securities in consultation with the Company.

The use or intended use of the funds raised

The Company will utilise the funds from the Placement to complete the Phase II clinical trial of ATL1103, to continue the progression of its other product pipeline development initiatives, and to fund its operations into 2014.

A voting exclusion statement

A voting exclusion statement in relation to Resolution 1 is included in the accompanying Notice of Meeting.

Director’s Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 1.

The chairperson of the meeting intends to vote undirected proxies in favour of the approval of Resolution 1.

Page 2 of 8

Resolution 2: Approval of an issue of securities pursuant to the Tranche 2 Placement

For the purposes of ASX Listing Rule 7.1, and for all other purposes, shareholder approval is requested to approve the issue of 102,055,646 new fully paid ordinary shares in ANP for the purposes of ASX Listing Rule 7.1 and for all other purposes, to institutional and sophisticated investor(s) determined by Patersons Securities in consultation with the Company. ( Tranche 2 Placement ).

The Company has agreed to make a Tranche 2 Placement at an issue price of $0.018 per share to raise $1,837,002 as part of the capital raising program announced on Friday 23[rd] March 2012. As noted above, if Resolution 1 is passed and Resolution 2 is not passed, the Company will then have the capacity to proceed with the Tranche 2 Placement within its 15% Rule capacity under Listing Rule 7.1.

ASX Listing Rule 7.1 precludes the Company from issuing new equity securities in excess of 15% of its capital in any 12 month period without the prior approval of Shareholders in general meeting, subject to a number of exceptions.

This resolution has been proposed to seek approval of the Tranche 2 Placement pursuant to ASX Listing Rule 7.1.

ASX Listing Rule 7.3 requires the following information be given to Shareholders.

The maximum number of securities the entity is to issue

A total of 102,055,646 new fully paid ordinary shares in ANP are proposed to be issued.

The date by which the entity will issue the securities

The ordinary shares will be issued on the business day following the receipt of application moneys in cleared funds. Application moneys are to be received within 2 business days following notice from the Company to the placee(s) confirming Shareholder approval under Resolution 2.

The issue price of the securities

The issue price of the ordinary shares will be $0.018 per share.

The names of the allottees

The allottees are to be institutional and sophisticated investor(s) determined by Patersons Securities in consultation with the Company.

The terms of the securities

Each new fully paid ordinary share in ANP to be issued on the same terms and rank pari passu with the existing ordinary shares in the Company on issue.

The intended use of the funds raised

The Company will utilise the funds from the Placement to complete the Phase II clinical trial of ATL1103, to continue the progression of its other product pipeline development initiatives, and to fund its operations into 2014.

The dates of the allotment

The ordinary shares will be allotted on the business day following the receipt of application moneys in cleared funds. Application moneys are to be received within 2 business days following notice from the Company to the placee(s) confirming Shareholder approval.

A voting exclusion statement

A voting exclusion statement in relation to Resolution 2 is included in the accompanying Notice of Meeting.

Page 3 of 8

Director’s Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 2.

The chairperson of the meeting intends to vote undirected proxies in favour of the approval of Resolution 2.

The issue of 102,055,646 new fully paid ordinary shares to institutional and sophisticated investors determined by Patersons Securities, in consultation with the Company.

Resolution 3: Approve the issue of options

For the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders are requested to approve the issue of up to 60,000,000 new ANPO listed options over ordinary fully paid shares to subscribers of the Placement pursuant to Resolutions 1 and 2.

The allottees are institutional and sophisticated investors determined by Patersons Securities in consultation with the Company.

The issue of ANPO listed options will be allotted pari passu to the existing class of ANPO listed options which are exercisable at $0.011 on or before 31 July 2012.

The exercise of the proposed new listed ANPO options will potentially raise an additional $660,000 funds if exercised, on or before 31 July 2012, before costs.

If Resolutions 1 and 2 are passed, but Resolution 3 is not passed, the Company will have the capacity to proceed with the issue of the ANPO listed options under its 15% Rule available capacity in accordance with Listing Rule 7.1.

ASX Listing Rule 7.3 requires the following information be given to Shareholders.

The maximum number of securities the entity is to issue

A total of 60,000,000 new ANPO listed options are proposed to be issued.

The date by which the entity will issue the securities

The new ANPO listed options will be issued within 3 months after Shareholder approval is granted under Resolution 3.

The issue price of the securities

The new ANPO listed options have a nil issue price and an exercise price of $0.011.

The names of the allottees

The allottees are to be institutional and sophisticated investor(s) determined by Patersons Securities in consultation with the Company.

The terms of the securities

Each new ANPO option will be issued pari passu to the existing class of ANPO listed options which are exercisable at $0.011 on or before 31 July 2012.

Page 4 of 8

The intended use of the funds raised

The Company will utilise the funds from the Placement to complete the Phase II clinical trial of ATL1103, to continue the progression of its other product pipeline development initiatives, and to fund its operations into 2014.

A voting exclusion statement

A voting exclusion statement in relation to Resolution 3 is included in the accompanying Notice of Meeting.

Director’s Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 3.

The chairperson of the meeting intends to vote undirected proxies in favour of the approval of Resolution 3.

The issue of up to 60,000,000 new ANPO listed options to institutional and sophisticated investors determined by Patersons Securities in consultation with the Company, being subscribers of the Placement pursuant to Resolutions 1 and 2.

Resolution 4: Approve the issue of securities under a Share Purchase Plan (SPP)

For the purposes of ASX Listing Rule 7.1, and 7.2 exemption 15, and for all other purposes, shareholder approval is sought for the Company to issue up to 111,111,111 fully paid ordinary shares pursuant to a Share Purchase Plan (SPP) to eligible existing ANP Shareholders at an issue price of $0.018 being 21.7% discount to the average closing price over the last 5 days on which sales in these securities occurred prior to the announcement to ASX on Friday 23[rd] March 2012.

The SPP will potentially involve the issue of up to 111,111,111 new fully paid ordinary shares in ANP to existing eligible Shareholders of ANP for the purposes of ASX Listing Rule 7.1 and for all other purposes, at an issue price of $0.018 per share to raise $2,000,000 before costs, as announced to ASX on Friday 23[rd] March 2012.

In accordance with ASX Listing Rule 7.2, exemption 15, the Company is seeking Shareholder approval to issue the securities to eligible shareholders under the SPP at an issue price of $0.018 being a 21.7% discount to the average closing price over the last 5 days on which sales in these securities occurred prior to the announcement to ASX on Friday 23[rd] March 2012.

ASX Listing Rule 7.3 requires the following information be given to Shareholders.

The maximum number of securities the entity is to issue

A total of up to 111,111,111 new fully paid ordinary shares in ANP are proposed to be issued.

The date by which the entity will issue the securities

The ordinary shares to be issued under the SPP will be issued to eligible shareholders in accordance with the SPP timetable as shown in the Share Purchase Plan documentation to be announced to ASX on Thursday 29[th] March 2012.

The issue price of the securities

The issue price of the ordinary shares will be $0.018 per share

The names of the allottees

The allottees are to be existing eligible shareholders of the Company.

Page 5 of 8

The terms of the securities

Each new fully paid ordinary share in ANP to be issued on the same terms and rank pari passu with the existing ordinary shares in the Company on issue.

The intended use of the funds raised

The Company will utilise the funds from the Placement to complete the Phase II clinical trial of ATL1103, to continue the progression of its other product pipeline development initiatives, and to fund its operations into 2014.

The dates of the allotment

The ordinary shares to be allotted under the SPP will be allotted to eligible shareholders in accordance with the SPP timetable as shown in the Share Purchase Plan documentation to be announced to ASX on Thursday 29[th] March 2012.

A voting exclusion statement

A voting exclusion statement in relation to Resolution 4 is included in the accompanying Notice of Meeting.

Director’s Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 4.

The chairperson of the meeting intends to vote undirected proxies in favour of the approval of Resolution 4.

The issue of up to 111,111,111 fully paid ordinary shares pursuant to a Share Purchase Plan (SPP) to eligible existing ANP Shareholders at an issue price of $0.018 being a 21.7% discount to the average closing price over the last 5 days on which sales in these securities occurred prior to the announcement to ASX on Friday 23[rd] March 2012.

Resolution 5: In the event of a shortfall, approve the issue of securities to the Underwriter of the Share Purchase Plan (SPP)

For the purposes of ASX Listing Rule 7.1, and for all other purposes, shareholder approval is requested for the underwriter, Patersons Securities, to place any shortfall resulting from the Share Purchase Plan (SPP) following the Closing Date.

In relation to the SPP, as announced to ASX on Friday 23[rd] March 2012, Shareholder approval is sought to enable Patersons Securities to place any remaining shortfall from the SPP, following the closing of the SPP, pursuant to its underwriting agreement with the Company, to institutional and sophisticated investor(s) determined by Patersons Securities, in consultation with the Company.

The Company will place any remaining shortfall of the total 111,111,111 new fully paid ordinary shares (ANP) underwritten under the SPP, to institutional and sophisticated investor(s) determined by Patersons Securities, in consultation with the Company, in accordance with the Underwriting agreement. For the purposes of ASX Listing Rule 7.1 and for all other purposes, the securities pursuant to this resolution will be issued at a price of $0.018 per share to raise $2,000,000 before costs, as announced to ASX on Friday 23[rd] March 2012.

ASX Listing Rule 7.1 precludes the Company from issuing new equity securities in excess of 15% of its capital in any 12 month period without the prior approval of Shareholders in a general meeting, subject to a number of exceptions.

ASX Listing Rule 7.3 requires the following information be given to Shareholders.

Page 6 of 8

The maximum number of securities the entity is to issue

A total of up to 111,111,111 new fully paid ordinary shares in ANP are proposed to be issued.

The date by which the entity will issue the securities

The ordinary shares to be issued under the SPP will be issued to Patersons Securities and/or institutional and sophisticated investor(s) determined by Patersons Securities in consultation with the Company in accordance with the SPP timetable as shown in the Share Purchase Plan documentation to be announced to ASX on Thursday 29[th] March 2012.

The issue price of the securities

The issue price of the ordinary shares will be $0.018 per share

The names of the allottees

The allottee(s) are to be Patersons Securities and/or institutional and sophisticated investor(s) determined by Patersons Securities in consultation with the Company.

The terms of the securities

Each new fully paid ordinary share in ANP to be issued on the same terms and rank pari passu with the existing ordinary shares in the Company on issue.

The intended use of the funds raised

The Company will utilise the funds from the Placement to complete the Phase II clinical trial of ATL1103, to continue the progression of its other product pipeline development initiatives, and to fund its operations into 2014.

The dates of the allotment

The ordinary shares to be allotted under the SPP to the underwriter in accordance with the SPP timetable as shown in the Share Purchase Plan documentation to be announced to ASX on Thursday 29[th] March 2012.

A voting exclusion statement

A voting exclusion statement in relation to Resolution 5 is included in the accompanying Notice of Meeting.

Director’s Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 5.

The chairperson of the meeting intends to vote undirected proxies in favour of the approval of Resolution 5.

The issue of up to 111,1111,111 new fully paid ordinary shares to institutional and sophisticated investors, in accordance with the Underwriting agreement, determined by Patersons Securities in consultation with the Company.

Page 7 of 8

GLOSSARY

ANP means Antisense Therapeutics Limited (ASX:ANP) [ACN: 095 060 745]

ASX means ASX Limited ACN 008 624 691 or, as the context requires, the financial market operated by it.

ASX Listing Rules means the official listing rules of ASX.

Board means the Board of directors of the Company.

Company means Antisense Therapeutics Limited (ASX:ANP) [ACN: 095 060 745]

Corporations Act means Corporations Act 2001 (Cth).

Directors mean the directors of the Company and Director means any of them.

Explanatory Notes means these explanatory notes that accompany, and are incorporated as part of, the Notice of Meeting.

Glossary means this glossary.

Meeting means the general meeting of the Shareholders convened by the Notice of Meeting.

Notice of Meeting means this Notice of the General Meeting.

Option means a listed ANPO options over a fully paid ordinary share ANP.

Patersons Securities means Patersons Securities Limited [ACN 008 896 311].

Placement means the placement of 250,000,001 fully paid ordinary shares ANP to institutional and sophisticated investors located in Australia and various foreign jurisdictions, determined by Patersons Securities in consultation with the Company, as announced to ASX on Friday 23[rd] March 2012, in accordance with the Tranche 1 Placement and Tranche 2 Placement.

Resolution means a resolution set out in the Notice of Meeting.

Share means a fully paid ordinary share ANP in the Company.

Shareholder means a holder of at least one Share.

SPP means Share Purchase Plan, as announced to the ASX on Friday 23[rd] March 2012.

Tranche 1 Placement means the placement of 147,944,355 fully paid ordinary shares ANP to institutional and sophisticated investors located in Australia and various foreign jurisdictions, determined by Patersons Securities in consultation with the Company, as announced to ASX on Friday 23[rd] March 2012.

Tranche 2 Placement means the proposed issue (subject to the receipt of shareholder approval under Resolutions 2 and 3 of the Meeting) of 102,055,646 fully paid ordinary shares ANP to institutional and sophisticated investor(s) determined by Patersons Securities in consultation with the Company, as announced to ASX on Friday 23[rd] March 2012.

Underwriter means Patersons Securities Limited [ACN 008 896 311]

Page 8 of 8

==> picture [213 x 80] intentionally omitted <==

Antisense Therapeutics Limited

ACN 095 060 745

FOR ALL ENQUIRIES CALL:

+61 03 9824 5254

FACSIMILE +61 3 9822 7735

Name and Address

ALL CORRESPONDENCE TO:

Antisense Therapeutics Limited Suite 1, 1233 High Street Armadale VIC 3143 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.00am SATURDAY 28 APRIL 2012

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two 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 securities registry or you may copy this form.

• To appoint a second proxy you must:

• (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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 your votes. Fractions of votes will be disregarded.

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10.00 am on Monday, 30 April 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

BY MAIL - Antisense Therapeutics Limited, PO Box 8694, Armadale VIC 3143 Australia

BY FAX - + 61 3 9822 7735

IN PERSON - Antisense Therapeutics Limited, Suite 1, 1233 High Street, Armadale VIC 3143 Australia

• (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Antisense Therapeutics Ltd

==> picture [126 x 34] intentionally omitted <==

----- Start of picture text -----


----- End of picture text -----

STEP 1 - Appointment of Proxy

I/We being a member/s of Antisense Therapeutics Limited and entitled to attend and vote hereby appoint

==> picture [284 x 38] intentionally omitted <==

----- Start of picture text -----

the Chairman of
the Meeting (mark with an OR
‘X’)
----- End of picture text -----

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

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 at the General Meeting of Antisense Therapeutics Limited to be held at Giorgios Restaurant Function Room, 1235 High Street, Armadale VIC 3143 on Monday, 30[th] April 2012 and at any adjournment of that meeting, to act 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.

==> picture [473 x 247] intentionally omitted <==

----- Start of picture text -----

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions
Ordinary Business For Against Abstain
Resolution 1 Approval of the prior issue of securities pursuant to Tranche 1 placement
Resolution 2 Approve the issue of securities pursuant to the Tranche 2 placement
Resolution 3 Approve the issue of listed options
Resolution 4 Approve the issue of securities under a Share Purchase Plan (SPP)
In the event of a shortfall, approve the issue of securities to, the Underwriter of the
Resolution 5
Share Purchase Plan (SPP)
----- End of picture text -----*

In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

*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.

==> picture [487 x 101] intentionally omitted <==

----- Start of picture text -----

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2012
----- End of picture text -----