PRESCIENT THERAPEUTICS LIMITED — Proxy Solicitation & Information Statement 2011

May 25, 2011

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ASX Announcement (416) 26 May 2011

Announcements Officer Company Announcements Office ASX Limited

Notice of General Meeting - 24 June 2011 Explanatory Memorandum and Proxy Form

Please find attached documents that are being mailed to Ordinary Shareholders of Virax today.

Yours sincerely

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John Morrison Virax Holdings Limited Company Secretary

Virax Holdings Limited ABN 56 006 569 106 Suite 220 89 High Street Kew Victoria Australia 3101 Telephone +61 (0) 3 9854 6230 Facsimile +61 (0) 3 9853 5134 www.virax.com.au email: virax@virax.com.au

VIRAX HOLDINGS LIMITED ACN 006 569 106

( Virax or the Company )

NOTICE OF GENERAL MEETING

For the General Meeting of shareholders to be held at 2.30 pm (AEST) on Friday, 24 June 2011 at Quest Beaumont, 7 Studley Park Road, Kew, Victoria.

Ordinary Business

1. Issue of shares and options as a private placement

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 150,000,000 fully paid ordinary shares in the Company and 50,000,000 options to acquire shares in the Company, on the terms and conditions set out in the Explanatory Memorandum accompanying the Notice of Meeting.”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 1 by any person who may participate in the proposed issue or a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, or any associates of those persons. However, the Company need not disregard a vote on Resolution 1 if 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 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.

2. Issue of shares to Director – Mr Michael Humphris

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of fully paid ordinary shares in the Company at a price equal to the 14 day volume weighted average share price, immediately prior to the date of their issue (not to be more than 1 month after shareholder approval has been obtained) to Mr Michael Humphris, the Chairman and a Director of the Company, or his nominee, in satisfaction of deferred directors’ remuneration for the period 1 July 2010 to 31 March 2011 totalling $61,312.50.

Voting exclusion statement: The Company will disregard any votes cast on Resolution 2 by Mr Michael Humphris and any associate of Mr Michael Humphris. However, the Company need not disregard a vote on Resolution 2 if 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 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.

3. Issue of shares to Director – Mr Ian Pyman

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of fully paid ordinary shares in the Company at a price equal to the 14 day volume weighted average share price, immediately prior to the date of their issue (not to be more than 1 month after shareholder approval has been obtained) to Mr Ian Pyman, a Director of the Company, or his nominee, in satisfaction of deferred directors’ remuneration for the period 1 July 2010 to 31 March 2011 totalling $44,962.50.”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 3 by Mr Ian Pyman and any associate of Mr Ian Pyman. However, the Company need not disregard a vote on Resolution 3 if 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 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.

4.

Issue of shares to Director – Mr Tim Cooper

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of fully paid ordinary shares in the Company at a price equal to the 14 day volume weighted average share price, immediately prior to the date of their issue (not to be more than 1 month after shareholder approval has been obtained) to Mr Tim Cooper, a Director of the Company, or his nominee, in satisfaction of deferred directors’ remuneration for the period 1 July 2010 to 31 March 2011 totalling $44,962.50.”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 4 by Mr Tim Cooper and any associate of Mr Tim Cooper. However, the Company need not disregard a vote on Resolution 4 if 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 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.

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5. Issue of shares to former Director – Dr Albert Ting (currently a related party)

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of fully paid ordinary shares in the Company at a price equal to the 14 day volume weighted average share price, immediately prior to the date of their issue (not to be more than 1 month after shareholder approval has been obtained) to Dr Albert Ting, a related party (being a former Director of the Company), or his nominee, in satisfaction of deferred directors’ remuneration for the period 1 July 2010 to 11 February 2011 totalling $36,777.55, details of which are set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 5 by Dr Albert Ting and any associate of Dr Albert Ting. However, the Company need not disregard a vote on Resolution 5 if 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 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.

6. Ratification of issue of shares

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the allotment and the issue of 1,174,460 fully paid ordinary shares in the capital of the Company to Alpha Securities Pty Ltd at an average issue price of 2.81 cents each, details of which are set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 6 by Alpha Securities Pty Ltd and any associate of Alpha Securities Pty Ltd. However, the Company need not disregard a vote on Resolution 6 if 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 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.

7. Ratification of issue of shares

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the allotment and the issue of 469,784 fully paid ordinary shares in the capital of the Company to Mr James Moses at an average issue price of 2.81 cents each, details of which are set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting exclusion statement: The Company will disregard any votes cast on Resolution 7 by Mr James Moses and any associate of Mr James Moses. However, the Company need not disregard a vote on Resolution 7 if 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 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.

Other Business

To consider any other business that may be lawfully brought forward.

Explanatory Memorandum

The accompanying Explanatory Memorandum forms part of this Notice of Meeting and should be read in conjunction with it.

By order of the Board,

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John Morrison Company Secretary

23 May 2011

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ADDITIONAL INFORMATION FOR MEMBERS

Appointing a proxy

• A shareholder of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy.

• A proxy need not be a shareholder of the Company. A shareholder can appoint an individual or body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with Section 250D of the Corporations Act 2001 (Cth) ( Corporations Act ) to exercise its power as proxy at the Meeting.

• A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, then each proxy may exercise one half of the shareholder’s votes (disregarding fractions).

• A proxy form must be signed by the shareholder or his or her attorney. In the case of companies, which are shareholders, the proxy form may be signed by 2 directors, or a director and a company secretary, or where the company has a sole director, who is also the sole company secretary, by that director.

• If a shareholder leaves the proxy form blank as to the person primarily appointed as proxy or marks the box provided on the proxy form or if the person named as proxy fails to attend, the Chairman of the General Meeting is appointed as proxy. The Chairman intends to vote all undirected proxies in favour of each resolution.

• It is permissible to forward your proxy form by facsimile.

• A proxy appointment form is enclosed with this Notice of Meeting. To be valid, the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) must be lodged with the Company, or received by fax, at least 48 hours before the time of the General Meeting, i.e. by 2.30pm AEST, Wednesday, 22 June 2011 at the following address:

Virax Holdings Limited

Suite 220, 89 High Street, Kew Vic 3101 Fax: (03) 9853 5134

Specified Time for Determining Attendance and Voting Entitlements

The Company has determined, that for the purpose of voting at the General Meeting, shares will be taken to be held by those persons who are registered as shareholders in the Company’s Register of Members at 7pm (Melbourne time), 22 June 2011.

Voting on a Show of Hands and Votes Per Share

On a show of hands, each person present as a shareholder, proxy, attorney, or representative has one vote and, where a resolution is to be decided by a poll, each shareholder is entitled to one vote for each fully paid share held.

Appointment of a Representative by a Body Corporate Shareholder

A body corporate shareholder may, in accordance with the Corporations Act, appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of shareholders of the Company. The appointment may be for this specific meeting or as a standing appointment. Unless otherwise specified in the appointment, the representative may exercise, on behalf of the body-corporate, all of the powers that the body could exercise at a meeting or in voting on a resolution. A form of appointment may be obtained from the Company’s Share Registry or at www.computershare.com .

Annual Report 2010 – Online

The Virax Holdings Limited Annual Report for the year ended 30 June 2010 is available on the Company’s website at www.virax.com.au.

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THIS EXPLANATORY MEMORANDUM HAS BEEN PREPARED FOR THE INFORMATION OF SHAREHOLDERS OF THE COMPANY IN CONNECTION WITH THE BUSINESS TO BE CONDUCTED AT THE GENERAL MEETING OF THE COMPANY TO BE HELD AT 2.30 PM (AEST) ON FRIDAY 24[th] JUNE 2011 AT THE QUEST BEAUMONT, 7 STUDLEY PARK ROAD, KEW, VICTORIA.

This information is important. You should read the information relating to the General Meeting carefully and, if necessary, seek your own independent advice.

Purpose of Explanatory Memorandum

The purpose of this Explanatory Memorandum (which is included in, and forms part of, the Notice of Meeting), is to provide shareholders with an explanation of the business and resolutions to be proposed and considered at the Company’s General Meeting on Friday, 24 June 2011 and to allow shareholders to determine how they wish to vote on those resolutions.

Ordinary Business

Resolution 1. Issue of shares and options as a private placement

Background

The Company is seeking to raise $3.0 million through a 1:2 non-renounceable pro rata entitlement offer ( Rights Offer ) and Placements. The Rights Offer (if fully subscribed) will raise approximately $2.0 million before expenses. The Placements are to supplement the amounts raised from the Rights Offer.

The amount raised through the Rights Offer will influence the amounts sought to be raised through the Placements. The extent to which the Placements will exceed $1.0 million will therefore be determined by the support from shareholders for the Rights Offer.

This fund raising will enable the Company to advance the clinical development of its new skin cancer vaccine “TG1042" – recently licensed from Transgene SA. This “clinic ready” (subject to the Therapeutic Goods Administration approval) program will focus on basal cell carcinoma – predominantly on the face, neck and head, where surgery is difficult or could occasion facial scarring.

The Company wishes to receive shareholder approval to conclude arrangements for Placement(s) under Listing Rule 7.1.

Accordingly, the Company seeks approval to conclude arrangements for private placements of up to 150,000,000 fully paid ordinary shares at an issue price per share of a minimum of 81.48% of the average market price of the Company’s shares on ASX prior to the date of issue of the placement shares ( Placement Shares ), to raise up to $3.0 million (before placement expenses) ( Placement ). This minimum price will ensure that no investor subscribing for Placement Shares will obtain a discount to the then average market price which exceeds the discount offered to existing shareholders under the Rights Offer being a discount of 18.52%, as calculated on the closing share price on Friday, 20 May 2011. The number of shares to be issued will depend on the extent to which Placements need to be made, and that will be determined by the support from shareholders for the Rights Offer.

Further, where an investor agrees to subscribe for a parcel of Placement Shares of a value equal to or exceeding $500,000, the Company will also grant the investor one unlisted option for every three allotted shares ( Placement Options ). The Placement Options will be free options with an exercise price of 5.0 cents and an expiry date of 31 December 2012. The proceeds of the Placement will be used to supplement the proceeds received from the Rights Offer announced on 25 May 2011 in order to advance the clinical development of the skin cancer program – TG1042, to fund the normal operation of the Company and, if necessary, to repay the convertible notes that may be redeemed on 31 December 2011.

Despite the nature of the approval given under Resolution 1, the Directors currently intend that the issue price of the Placement Shares will be as close as possible to the price for the Rights Offer shares.

However, the price at which the Placement Shares may be issued could be higher or lower than the offer price in the Rights Offer as the price needs to be determined based on the Company’s share price at the time of the issue and it is necessary in any placement to offer investors a discount to the then market price. A Placement fee of 5% will be payable on issue of the Placement Shares.

None of the subscribers under the Placement will be related parties of the Company.

Approval under the ASX Listing Rules

ASX Listing Rule 7.1 limits the number of securities that a company may issue or agree to issue, without shareholder approval, in any 12 month period to 15% of its issued securities at the start of the period, unless an exception to ASX Listing Rule 7.1 applies. This resolution seeks to obtain such shareholder approval as required by ASX Listing Rule 7.1. Under ASX Listing Rule 7.3.2, securities approved for issue by shareholders must be issued within 3 months of the date of the meeting approving the issue. The effect of this Resolution will be to allow the Directors to issue the Placement Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

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Technical information required by ASX Listing Rule 7

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

• (a) the maximum number of Placement Shares to be issued is 150,000,000. The maximum number of Placement Options which could be issued is 50,000,000;

• (b) the Placement Shares and any Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Placement Shares will be issued at a minimum price of 81.48% of the average market price of the Company’s shares on ASX for the last 5 business days for which sales in the Company’s shares were recorded prior to the date of issue of the Placement Shares. The market price is detailed in the ASX Listing Rules and is the closing price on SEATS (the trading system known as “Stock Exchange Automated Trading System”, being a computer system and associated network operated by ASX for the trading of Financial Products), excluding special crossings, overnight sales and exchange traded option exercises. The Placement Options will be issued for no consideration;

• (d) the Directors will determine to whom the Placement Shares (and any Placement Options) will be issued and those persons will not be related parties of the Company;

• (e) the Placement Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing shares. The Placement Options will be exercisable for fully paid ordinary shares in the capital of the Company at a price of 5.0 cents and expire on 31 December 2012; and

• (f) the Company intends to use the funds raised from the Placement to fund (together with the proceeds from the Rights Offer):

• i. to fund the normal operations of the Company;

• ii. to progress the Phase I/IIa clinical trial of TG1042;

• iii. provide additional working capital for the Company, including allowing it to seek further opportunities in immunotherapeutics; and

• iv. if required, and if sufficient funds are available, to repay the 7,890,227 convertible notes which are each convertible into 2 ordinary shares in the capital of the Company, as and when they fall due.

Directors’ Recommendation

For the reasons set out above, the Directors recommend that shareholders vote in favour of Resolution 1 as they intend to do with regard to their own shareholdings in the Company.

Resolutions 2 to 5 Issue of shares to Directors

Background and Explanatory information

Since early 2009, the Directors of the Company have deferred payment of their remuneration to preserve the cash reserves of the Company. This continued during the current financial year.

The Directors’ agreed to defer payment of their remuneration with a view to having the deferred remuneration satisfied, subject to receiving shareholder approval, by the issue of ordinary shares in the Company.

Shareholder approval was last obtained at the 19 November 2010 Annual General Meeting of the Company for the issue of ordinary shares to Directors to satisfy their deferred remuneration for the period 1 January 2010 to 30 June 2010.

This is the next convenient opportunity for shareholder approval to be sought to issue ordinary shares to the Directors to satisfy their deferred remuneration.

The outstanding amount of Directors’ Remuneration (inclusive of superannuation) for the period from 1 July 2010 to 31 March 2011 is as follows:

Michael Humphris – Non executive Chairman $ 61,312.50 Ian Pyman – Non executive director $ 44,962.50 Tim Cooper – Non executive director $ 44,962.50 Albert Ting – Former non executive director – resigned 12/02/2011 $ 36,777.55

It has been agreed, subject to shareholder approval, that this deferred Directors’ remuneration will be paid through the issue of fully paid ordinary shares in the Company at an issue price equal to the volume weighted average share price over the 14 days prior to their issue. The shares will be issued within one month of receipt of shareholder approval.

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Approval under the ASX Listing Rules

Shareholder approval for the issue of the Shares the subject of Resolutions 2 to 5 is sought for the purposes of ASX Listing Rule 10.11.

ASX Listing Rule 10.11 requires that subject to certain exceptions, a company listed on ASX cannot issue or agree to issue securities without the approval of ordinary shareholders to:

• a related party; or

• a person whose relationship with the company, or a related entity, is, in the ASX’s opinion, such that approval should be obtained.

Michael Humphris, Ian Pyman, Albert Ting and Tim Cooper are related parties of the Company pursuant to section 228 of the Corporations Act because they are Directors of the Company, or, in the case of Albert Ting, because he was a Director within the last 6 months.

ASX Listing Rule 10.13 sets out a number of matters that must be included in a notice of meeting for a proposed approval under ASX Listing Rule 10.11. This information is provided to shareholders for that purpose:

Resolution 2

solution 2
Name of Person	Mr Michael Humphris
The formula for calculating the number of securities to be	$61,312.50 worth of ordinary shares calculated by the applying
issued	the 14 day volume weighted average share price calculated on
	the 14 days prior to that issue
Date by which the Company will issue the securities	Within 1 month after the date of the Meeting
Relationship between the person and the Director	N/A
Issue price of the securities	14 days volume weighted average share price prior to the
	issue per share
Use of funds	Satisfaction of deferred Director’s remuneration

Resolution 3

solution 3
Name of Person	Mr Ian Pyman
Maximum number of securities to be issued	$44,962.50 worth of ordinary shares calculated by the applying
	the 14 day volume weighted average share price calculated on
	the 14 days prior to that issue
Date by which the Company will issue the securities	Within 1 month after the date of the Meeting
Relationship between the person and the Director	N/A
Issue price of the securities	14 days volume weighted average share price prior to the
	issue per share
Use of funds	Satisfaction of deferred Director’s remuneration

Resolution 4

Resolution 4	solution 4
Name of Person Mr Tim Cooper Maximum number of securities to be issued $44,962.50 worth of ordinary shares calculated by the applying the 14 day volume weighted average share price calculated on the 14 days prior to that issue Date by which the Company will issue the securities Within 1 month after the date of the Meeting Relationship between the person and the Director N/A Issue price of the securities 14 days volume weighted average share price prior to the issue per share Use of funds Satisfaction of deferred Director’s remuneration Resolution 5 Name of Person Dr Albert Ting–Related party-former Director Maximum number of securities to be issued $36,777.55 worth of ordinary shares calculated by the applying the 14 day volume weighted average share price calculated on the 14 days prior to that issue Date by which the Company will issue the securities Within 1 month after the date of the Meeting Relationship between the person and the Director N/A Issue price of the securities 14 days volume weighted average share price prior to the issue per share Use of funds Satisfaction of deferred Director’s remuneration	Name of Person Mr Tim Cooper
	Maximum number of securities to be issued $44,962.50 worth of ordinary shares calculated by the applying the 14 day volume weighted average share price calculated on the 14 days prior to that issue Date by which the Company will issue the securities Within 1 month after the date of the Meeting Relationship between the person and the Director N/A Issue price of the securities 14 days volume weighted average share price prior to the issue per share Use of funds Satisfaction of deferred Director’s remuneration
	Maximum number of securities to be issued $36,777.55 worth of ordinary shares calculated by the applying the 14 day volume weighted average share price calculated on the 14 days prior to that issue Date by which the Company will issue the securities Within 1 month after the date of the Meeting Relationship between the person and the Director N/A Issue price of the securities 14 days volume weighted average share price prior to the issue per share Use of funds Satisfaction of deferred Director’s remuneration

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As approval of shareholders is being sought pursuant to ASX Listing Rule 10.11, Exception 14 to Listing Rule 7.2 applies, so that approval under Listing Rule 7.1 is not required for the issue of the Shares the subject of Resolutions 2 to 5.

Approval under Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or (b) shareholder approval is obtained to the giving of the financial benefit.

For the purposes of Chapter 2E of the Corporations Act, Mr Michael Humphris, Mr Ian Pyman, Mr Tim Cooper and Dr Albert Ting are considered to be related parties of the Company because they are Directors of the Company or had ceased to be a Director in the past 6 months.

The proposed issue of shares by the Company to Mr Michael Humphris, Mr Ian Pyman, Mr Tim Cooper and Dr Albert Ting constitutes the giving of a financial benefit to a related party of the Company.

However, the Directors of the Company are of the view that the proposed issue of shares falls under one of the exceptions to the provisions in Chapter 2E of the Corporations Act. The relevant exception, contained in section 211(1) of the Corporations Act, states that shareholder approval is not required in order to give a financial benefit to a related party if that benefit is reasonable remuneration given to an officer or employee.

The Directors are of the view that the proposed issue of shares is reasonable in the Company’s circumstances and for the position in which each Director is employed. Accordingly, for the purposes of Chapter 2E of the Corporations Act, the proposed issue of shares does not require shareholder approval under the Corporations Act.

Directors’ Recommendation

The Directors make no recommendation in respect of Resolutions 2 to 5 given their material personal interest in the resolutions. The Chairman intends to vote undirected proxies in favour of the resolutions.

Resolutions 6 and 7 Ratification of issue of shares

Background

The Company is seeking shareholder approval under ASX Listing Rule 7.4 to ratify previous issues of securities in order to be able to utilise its full issuing capacity under ASX Listing Rule 7.1 for future issues of capital in the next 12 month period, without having to convene a shareholders’ meeting to seek approval.

The Director’s are of the view that this will enable the Company to maintain flexibility with respect to fundraising activities in the next 12 months.

Alpha Securities provides the Company with advisory services on capital markets, coordination of research coverage and distribution and general financial advisory services. Mr James Moses assists the Company with its corporate and media communications, investor and market relations.

Approval under the ASX Listing Rules

As noted above, ASX Listing Rule 7.1 of the ASX Listing Rules restricts the number of equity securities that a listed company may issue in any 12 month period, without the approval of shareholders, to 15% of the number of ordinary securities on issue at the start of the period.

Under ASX Listing Rule 7.4, an issue of securities without approval under ASX Listing Rule 7.1 will be treated as having been made with shareholder approval for the purposes of ASX Listing Rule 7.1 if the original issue did not breach the 15% limit under ASX Listing Rule 7.1 and shareholders subsequently approve the issue.

For the purposes of ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 6 and 7.

Resolution 6

• The number of shares allotted and issued was 1,174,460.

• The shares were issued at an average of 2.81 cents per share.

• The shares were issued on the same terms and conditions as the Company's existing ordinary shares.

• The shares were issued to Alpha Securities Pty Ltd.

• The shares were issued in lieu of cash for capital market advisory services provided to the Company.

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Resolution 7

• The number of shares allotted and issued was 469,784.

• The shares were issued at 2.81 cents per share.

• The shares were issued on the same terms and conditions as the Company's existing ordinary shares.

• The shares were issued to Mr James Moses.

• The shares were issued in lieu of cash for media and public relations services provided to the Company.

Directors’ Recommendation

Based on the reasons set out above, the Directors recommend that shareholders vote in favour of Resolutions 6 and 7 as they intend to do with regard to their own shareholdings in the Company.

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Lodge your vote:

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By Mail: Virax Holdings Limited Suite 220, 89 High Street, Kew Victoria 3101

Alternatively you can fax your form to +61 3 9853 5134

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

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 2:30pm (AEST) Wednesday 22 June 2011

How to Vote on Items of Business

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

Appointment of Proxy

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

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

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

A proxy need not be a securityholder of the Company.

Signing Instructions

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

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

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

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

Attending the Meeting

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

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

Turn over to complete the form

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View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

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

916CR_0_Sample_Proxy/000001/000001/i

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

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Virax Holdings Limited hereby appoint

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

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the Chairman OR of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Virax Holdings Limited to be held at Quest Beaumont, 7 Studley Park Road, Kew, Victoria on Friday, 24 June 2011 at 2:30pm (AEST) and at any adjournment of that meeting.

Important for Item 2: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 2 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 2 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 2 of business.

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

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

Items of Business

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Item	1	Issue of shares and options as a private placement
Item	2	Issue of shares to Director – Mr Michael Humphris
Item	3	Issue of shares to Director – Mr Ian Pyman
Item	4	Issue of shares to Director – Mr Tim Cooper
Item	5	Issue of shares to former Director – Dr Albert Ting (currently a related party)
Item	6	Ratification of issue of shares to Alpha Securities Pty Ltd
Item	7	Ratification of issue of shares to Mr James Moses

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

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

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

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1 2 9 9 0 3 A

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