PRESCIENT THERAPEUTICS LIMITED — Proxy Solicitation & Information Statement 2012

Mar 14, 2012

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ASX Announcement (452) 15 March 2012

Announcements Officer Company Announcements Office ASX Limited Exchange Centre Level 6, 20 Bridge Street SYDNEY NSW 2000

VIRAX HOLDINGS LIMITED CONVERTIBLE NOTES (ASX Code - VHLG) NOTICE OF NOTEHOLDER GENERAL MEETING

In accordance with Listing Rule 3.17, please find attached copies of the Notice of Meeting, Proxy Form and Information Memorandum for the Noteholder General Meeting to be held on Friday 30 March 2012 at Quest Beaumont Kew, 7 Studley Park Road, Kew at 2.00 pm as despatched to Noteholders.

The above mentioned documents will be made available on Virax’s website www.virax.com.au.

Yours sincerely,

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John Morrison 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

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Notice of Meeting of Noteholders

A General Meeting of Noteholders of Virax Holdings Limited ( Company ) will be held

at: 2 P.M. on: Friday 30 March 2012

at: Quest Beaumont Kew 7 Studley Park Rd Kew Vic 3101 (The Quest Beaumont Kew is about 100 metres west of the Kew Junction– Melways Ref Map 45 B6)

The business of the Meeting will be as follows:

1. Resolution 1 – Amendment to the Conditions of Issue of Convertible Notes

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

“ That, for the purposes of clause 43.4 of the Convertible Note Trust Deed dated 17 December 2007 (as amended by the Supplemental Convertible Note Trust Deeds dated 3 December 2009 and 6 January 2012) between Australian Executor Trustees Limited ( Trustee ) and the Company (collectively Trust Deed ), the following amendments to the Conditions of Issue of the Convertible Notes set out in Annexure A to the Trust Deed (collectively Restructure Amendments ) are sanctioned and the Trustee is authorised to concur in and execute a third further supplemental deed ( Third Supplemental Deed ) embodying the following amendments:

With effect upon and subject to the shareholders of the Company also approving the following changes to the Trust Deed ( Shareholder Approval) :

• (a) Part A of the Trust Deed is amended by:

• (i) deletion of the current definition of "Redemption Price" and the insertion of the following in its place:

" Redemption Price (per Convertible Note) means a price of 21 cents per note which will be payable only from the Net Royalty Revenue funds held from time to time;"

• (ii) insertion of the following definitions:

“ 4G Acquisition means the entry into a conditional agreement to acquire the issued share capital of 4G Vaccines Pty Ltd, as announced to the ASX on 1 March 2012;”

“ ASX Requalification means the receipt of conditional approval from the ASX for the re-quotation and requalification of the Company under ASX Listing Rules Chapters 1 and 2 (consequent on the consolidation of the Company's shares, the completion of the 4G Acquisition and the raising of new capital to fund the merged company) and the Company being reasonably satisfied that the conditions under that approval are within the control of the Company;"

“ Net Royalty Revenue means the cash funds received by the Company from the Royalty Revenue less the payment of the contractual obligations to the Head Licensor of the Co-XGeneTechnology™and to CoMentum Advisor, applicable taxation expenses in respect of this revenue receipt and other third party expenses required to exploit the licence or technology, all of which being as audited by the Company's auditors;”

" Royalty Revenue means the milestone payments and royalty income received by the Company under the sub-licence granted to Transgene S. A. dated 28 February 2007 – being an agreement whereby Transgene is licensed to utilise the Co-X-Gene Technology™ for the consideration of payment obligations to the Company;”

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

" Sunset Date means 30 June 2012 or such later date as the ASX permits the Company to complete its capital raise and settle the 4G Acquisition;"

“ Third Supplemental Deed means the deed amending the Trust Deed, as sanctioned by the Noteholders in general meeting on [30 March 2012];”

• (iii) deletion of the current definition of " Conversion Period" and insert in its place the following:

" Conversion Period means the period commencing on the date of ASX Requalification and expiry 3 weeks after the date of ASX Requalification;"

• (iv) insertion of the following definition:

" Shareholder Approval means the approval by the shareholders of the Company of the amendments to the Trust Deed to be contained in the Third Supplemental Deed;"

• (v) deletion of clause 5 (a) and the insertion of the following in its place:

“The Company will redeem (and cancel) all the Convertible Notes (that have not been converted) 30 days after ASX Requalification, upon the following bases:

(i) the amount due on redemption will remain outstanding as a debt until repaid and the redemption payments in respect of the redeemed Convertible Notes shall only be made from time to time as and when the Company receives Net Royalty Revenue,

(ii) each Convertible Note redeemed shall be redeemed in aggregate (despite payments from time to time) for an amount up to, but not exceeding, the Redemption Price, and

(iii) where the aggregate Net Royalty Revenue is less than that needed to pay the Redemption Price per Convertible Note as provided in 5(a)(ii), the payment by the Company is to be equal to the Net Royalty Revenue (as received by the Company) divided by the number of Convertible Notes which have been redeemed."

• (vi) deletion of clause 5(c).

(vii) deletion of clause 6.3 and the insertion of the following in its place:

"6.3 Subject to these conditions, where a Noteholder gives a Conversion Notice to the Company during the Conversion Period, the number of Shares to issue upon the conversion of the Convertible Notes will be equal to the number of Convertible Notes being converted by that Noteholder divided by 1.14 (rounded up to the nearest Share )."

( viii ) deletion of clause 7.

( ix ) deletion of clause 8.1 and the insertion of the following in its place:

“The Company will remove the Convertible Notes from the official list of the ASX upon the later of the ASX Requalification or the Sunset Date.”

• (b) Part B of the Trust Deed is amended by:

• (i) the summary terms explaining " Company Redemption Rights " shall be deleted and the following inserted in their place;

"The Company will redeem the Convertible Notes from time to time as and when the Company receives Net Royalty Revenue, with each Convertible Note being redeemed in aggregate (despite payments from time to time) for an amount up to, but not exceeding, the Redemption Price", and

• (ii) the deletion of the Summary item " Noteholder Redemption Rights "

(iii) the deletion of the Summary item " Noteholder Conversion Rights " and insertion in its place the following -

" Noteholder Conversion Rights

Noteholders may convert all, or part of their holding of Convertible Notes during the Conversion Period into Shares on the basis that the number of Shares to issue on Conversion is equal to the number of Notes being converted divided by 1.14 (rounded up to the nearest Share)".

• (iv) the deletion of the Summary Item “Listing of the Notes”.

(c) Make any other changes consequential or necessary to give effect to the amendments outlined above.”

2. Resolution 2 – Moratorium Period

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

"That, for the purposes of clause 43.4 of the Trust Deed (as identified in Resolution 1), the following amendments to the Conditions of Issue of the Convertible Notes set out in Annexure A to the Trust Deed are sanctioned and the Trustee is authorised to concur in and execute the Third Supplemental Deed (as referred to in Resolution 1), which deed shall also embodying the following amendment, namely that with effect from the passing of this Resolution 2 the following applies:

• (a) the following definition shall be added to Part A of the Trust Deed:

" Conversion Suspension has the meaning as provided in clause 6.7 of this Part A;"

• (b) a new clause 6.7 shall be inserted as follows:

"Notwithstanding any other provisions of the Trust Deed (and in particular, Part A and Part B) to the contrary, as from the date of the Third Supplemental Deed the Conversion Period is suspended and the Noteholders are not be entitled to, and shall not, request, undertake or agree to Convert, redeem or seek repayment of their Notes (under any circumstances) as from 1 March 2012 until after latter of the following to occur:

(i) the Company secures ASX Requalification, and

(ii) the Sunset Date,

such suspension being referred to as the " Conversion Suspension .", and

• (c) Make any other changes consequential or necessary to give effect to the amendments outlined above.”

3. Other Business

To deal with any other business that may be brought forward in accordance with the Trust Deed.

Information Memorandum

Information concerning these amendments is included in the Explanatory Memorandum accompanying this Notice of Meeting. The Information 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 Melbourne: 12 March 2012

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

INFORMATION REGARDING PROXIES AND VOTING

Appointing a proxy

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

• A proxy need not be a Noteholder or Shareholder of the Company. A Noteholder 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) to exercise its power as proxy at the meeting.

• A Noteholder 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 Noteholder appoints 2 proxies and the appointment does not specify the proportion or number of the Noteholder’s votes each proxy may exercise, then each proxy may exercise one half of the Noteholder’s votes (disregarding fractions).

• A proxy form must be signed by the Noteholder or his or her attorney. In the case of companies, which are Noteholders, 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 Noteholder 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 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 meeting, i.e. by 2.00pm, Wednesday 28 March 2012 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 Noteholder General Meeting, Notes will be taken to be held by those persons who are registered as Noteholders in the Company’s Register of Members at 7pm (Melbourne time), 29 March 2012.

Voting on a Show of Hands and Votes Per Note

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

Appointment of a Representative by a Body Corporate Noteholder

A body corporate Noteholder may, in accordance with the Corporations Act 2001, appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of Noteholders 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

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Virax Holdings Limited

ACN 006 569 106

INFORMATION MEMORANDUM

CONVERTIBLE NOTEHOLDER GENERAL MEETING

Friday 30 March 2012

2.00 pm at

Quest Beaumont Kew, 7 Studley Park Road, Kew, Victoria

PROPOSAL TO FURTHER AMEND THE CONDITIONS OF ISSUE OF THE 2007 CONVERTIBLE NOTES

IMPORTANT

This document is important and requires your immediate attention. You should read this Information Memorandum carefully in full and consult your stockbroker, solicitor, accountant or other financial adviser if you are in doubt as to how to deal with it.

Any investment in Virax should be considered speculative.

Contents

LETTER FROM THE CHAIRMAN .............................................................................................................................. 3	LETTER FROM THE CHAIRMAN .............................................................................................................................. 3
1.	CONVERTIBLE NOTE TRUST DEED AND MEETINGS OF NOTEHOLDERS ......................................... 4
2.	BACKGROUND TO THE PROPOSED RESOLUTIONS ................................................................................. 4
3.	RESOLUTION 1 ..................................................................................................................................................... 7
4.	RESOLUTION 2 ..................................................................................................................................................... 9
5.	WORKING CAPITAL AND GOING CONCERN .............................................................................................. 9
6.	ADDITIONAL INFORMATION ........................................................................................................................ 10
7.	GLOSSARY ........................................................................................................................................................... 12
8.	CORPORATE DIRECTORY .............................................................................................................................. 14
SCHEDULE 1 SUMMARY OF THE CURRENT TERMS OF ISSUE OF CONVERTIBLE NOTES .......... 15
SCHEDULE 2 SUMMARY OF THE PROPOSED TERMS OF ISSUE OF CONVERTIBLE NOTES ........ 16

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 2

Letter from the Chairman

12 March 2012

Dear Noteholder,

On behalf of the Board, I invite you to a general meeting of Noteholders of Virax Holdings Limited ( Virax or the Company ). The meeting will be held at 2.00pm on Friday 30 March 2012 at the Quest Beaumont Kew, 7 Studley Park Road, Kew.

You may have seen the ASX Announcement by the Company on 1 March 2012 of the entry into a conditional agreement to acquire the issued share capital of 4G Vaccines Pty Ltd ACN 121 748 436 ( 4G Acquisition ). The purpose of this noteholder meeting is for Noteholders to consider and vote on a proposal to amend the Conditions of Issue of the Company’s Convertible Notes – which amendment is a condition of the 4G Acquisition.

In essence Noteholders will be asked to consider amending the Conversion Price and Conversion Period under the existing Conditions of Issue of the Convertible Note and also to limit recourse on redemption of the Convertible Notes to the Net Royalty Revenue received by the Company from time to time under the Transgene sub-licence.

As previously indicated the timing and amount of any milestone payment/s to be received by the Company from Transgene under the Transgene sub-licence is uncertain and dependent upon Transgene concluding transactions and receipts in respect of their programs.

In addition to the proposed amendment of Conditions of Issue of the Convertible Note, the Company proposes to convene a meeting of its shareholders to consider approval of the amendments to the Conditions of Issue (as outlined in these documents), the 4G Acquisition and various related matters (including a substantial consolidation of the Company's issued share capital). A copy of the Virax shareholder notice of meeting and accompanying explanatory memorandum will be provided to Noteholders prior to the Noteholder general meeting for further background on the 4G Acquisition and its impact on the Company.

The Directors believe that without the 4G Acquisition (and proposed associated capital raising), the Company is facing an uncertain future with very limited current financial resources.

The Directors strongly recommend that you carefully read the accompanying Information Memorandum in relation to the proposal.

Yours sincerely

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Michael J Humphris Chairman Virax Holdings Limited

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 3

1. Convertible Note Trust Deed and Meetings of Noteholders

1.1 Trust Deed and Convertible Note terms

The Convertible Notes are governed by a Convertible Note Trust Deed dated 17 December 2007 ( Trust Deed ) as amended by Supplemental Deeds dated 3 December 2009 and 6 January 2012 ( Supplemental Deeds ) between the Company and the Trustee. A copy of the Trust Deed and the Supplemental Deeds are available for inspection at the Company’s registered office. The Conditions of Issue of the Convertible Notes is governed by the Trust Deed (as amended).

1.2 Amendment to Conditions of Issue of Convertible Notes

Clause 43.2 of the Trust Deed provides that the Trustee and the Company may with the approval of an ordinary resolution passed by Noteholders under clause 43.4, by supplemental deed, amend the Trust Deed in such manner and to such extent as the Trustee and the Company agree.

1.3

Meeting of Noteholders

Clause 39.3 of the Trust Deed provides that the Trustee or the Company may at any time convene a meeting of Noteholders. At least 10 Business Days’ prior written notice must be given to Noteholders specifying the place, day and hour of the meeting and the general nature of the business to be considered.

1.4 Passing of Noteholders Resolutions

Clause 40.2 of the Trust Deed provides that a resolution is duly passed as an ordinary resolution if it is approved at a meeting of Noteholders by being carried by a simple majority of the votes cast by the Noteholders present in person or by proxy or attorney. A resolution passed at a meeting of Noteholders duly convened and held is binding on all the Noteholders.

1.5 Trustee

The Trustee is not obliged to consider the merits, or otherwise, of the proposed amendments to the Trust Deed and has not done so. Accordingly, the Trustee makes no recommendation as to whether or not Noteholders should vote on the resolution, or how they should vote.

2. Background to the proposed Resolutions

2.1 The Convertible Notes

The Convertible Notes were issued in February 2008 at a face value of 10 cents per note. On 31 December 2009 the redemption price was 12 cents and then on 31 December 2011 the redemption price was increased to 14 cents per note (with an extension of the Redemption Date).

On 30 December 2011 the Noteholders resolved to extend the Redemption Date and the Conversion Period to 31 March 2012, hence this meeting has been convened prior to that Redemption Date.

The conversion ratio of one Convertible Note converting into 2 Virax shares has not changed (except for a brief conversion incentive period in December 2007) during this time, but it has become irrelevant as the trading price for Virax shares has traded substantially below this conversion ratio.

The proposed amendments to the Conditions of Issue of the Convertible Notes as detailed in the Notice of Meeting have been proposed in order to provide an incentive to Noteholders to approve the changes to the Conditions of Issue. The changes are substantial in that they align the conversion ratio under the Convertible Notes to the proposed new capital structure of Virax (after both the 4G Acquisition and restructure of Virax's ordinary shares) and also importantly limit repayment rights of the holders of the Convertible Notes where they do not elect to convert.

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 4

2.2 Summary of the proposed resolutions

The effect of the Resolutions set out in the Notice of General Meeting is to provide approval by the noteholder for the Company and the Trustee, by supplemental deed to the Trust Deed, to amend the Conditions of Issue of the Convertible Notes in the following manner:

• amend the Conversion Period (to a 3 week period from the date of ASX Requalification);

• amend the Conversion Price (so that on conversion a Noteholder is allotted that number of Virax shares equal to the number of Notes being converted divided by 1.14, rounded up to the nearest Share)(noting that each share is a post consolidation share of 20 cents each);

• amend the redemption rights so that on redemption a Noteholder will receive an increase from 14 cents per note to a maximum of 21 cents per Convertible Note subject to the Company having received Net Royalty Revenue under the Transgene sub-licence to pay the redemption amount; and

• until the Virax Shareholders have the opportunity to consider approval of the proposed amendments to the Convertible Note terms as referred to above, there is to be a suspension of conversions and redemptions under the Convertible Note terms.

The proposed amendments to the Conditions of Issue are a condition of the 4G Acquisition.

2.3 Proposed 4G Acquisition rationale

4G is a private Australian company that was formed following the license and assignment of intellectual property from Burnet Institute and from University of Melbourne. 4G is developing treatments for cancer with operations in Melbourne, Australia.

Since incorporation, 4G has been financially supported by SciVentures Pre Seed Fund. 4G’s lead project (FG-004), has a pedigree of extensive clinical development while at the Burnet Institute in Melbourne. FG004 comprises oxidised mannan conjugated to MUC1. MUC1 is an antigen found on the surface of many cancer types including prostate, breast, lung, colorectal, bladder, renal, pancreatic, ovarian, gastric and mesothelioma tumors. The oxidised mannan component helps to target the drug to antigen presenting cells. These antigen presenting cells, in turn, stimulate the immune system to attack and kill MUC1 bearing tumour cells (the idea being that by supercharging the immune system via antigen presenting cell targeting, the immunosuppressive effects of the tumour can be overcome). The prototype (Prototype) to FG-004 has been studied in over 10 investigator-led studies and has generated data supportive of safety and efficacy FG-004 represents an improved formulation of the Prototype vaccine.

Virax’s current lead project, TG1042, is a clinical stage skin cancer immunotherapy TG1042 is a adenoviral vector containing the interferon γ gene that is administered by direct intratumoral injection into the skin cancer lesion. Interferon γ is a potent stimulator of the immune system. TG1042 is designed to clear tumour lesions by inducing an increased immune response. TG1042 has been tested previously in cutaneous lymphoma where it showed highly promising efficacy in Phase I and II clinical trials. It is planned to further develop TG1042 for the treatment of basal cell carcinoma.

The merger will bring together two clinical stage assets supported by a portfolio of complementary technologies. Overall, the technology fit between the two companies is high. Not only are they both biotechnology companies, but they are both focussed on the highly specific area of cancer immunotherapeutics (products that stimulate the patient’s own immune system to attack the patient’s cancer).

It follows that if a company is working with similar technologies which require similar activities, it is hoped that significant synergies will emerge and economies of scale can be taken advantage of on merger.

As detailed in Clause 6.3 below further information on 4G scientific and clinical assets will be provided prior to the General Meeting of Noteholders.

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 5

2.4 Proposed reconstruction of the Company's ordinary share capital

The 4G Acquisition constitutes a change in control within the application of ASX Listing Rule 11.1. Therefore the Company (post the completion of the 4G Acquisition) will be required to re-qualify under ASX Listing Rules - Chapters 1 and 2.

This will require the Company to consolidate its issued shares to have a price equal to or greater than 20 cents per Share and also to raise sufficient new capital for working capital and to fund its expenditure program.

Accordingly Resolution 1 is subject to both Virax Shareholder Approval and ASX Requalification by the Company.

Please note that the proposed amendment to the "Conversion Price" under Resolution 1 is to take place after the proposed consolidation of the Company's issued shares.

2.5 Reconstruction of the Convertible Notes a condition of the 4G Acquisition

The amendment of the Convertible Notes as detailed in the Notice of Meeting is a condition of the 4G Acquisition. Where Resolution 1 is passed:

• (a) Noteholders have the opportunity to convert (at the amended Conversion Price), but only for the proposed new Conversion Period and thereafter Noteholders will have no further right of Conversion; and

• (b) where not converted, a noteholder's right to repayment on redemption under the Convertible Notes is to be limited to the future Net Royalty Revenue received from time to time by the Company under the Transgene sub-licence. That is where Resolution 1 is passed and both Virax Shareholder Approval is obtained and ASX Requalification, a noteholder's right to redemption is solely dependent on receipt by the Company of future royalty payments under the Transgene sub-licence. As previously indicated the timing and amount of any milestone payment which may be received from Transgene under the Transgene Co-X-Gene™ sub-licence is uncertain and dependent upon Transgene and the successful development of the underlying intellectual property. There is NO guarantee or representation that the Company will receive any Net Royalty Receipts under the Transgene sub-licence.

Where Noteholders approve the Resolutions and both Virax Shareholder Approval is obtained and ASX Requalification, the assets of 4G (after the 4G Acquisition) – will NOT be available to Noteholders in respect of any redemption entitlements under the Convertible Notes.

Where Noteholders do not pass the Resolutions, the 4G Acquisition will not proceed. Virax does not currently have cash reserves to repay the Convertible Notes and there is no guarantee or assurance that there will be any receipt of future Net Royalty Revenue under the Transgene sub-licence. On a winding up holders of the Convertible Notes would rank equally with all other Virax unsecured creditors.

2.6 Alternatives for Virax

Virax has been in discussions with 4G for a number of months and Virax currently does not have any other alternative if the 4G Acquisition does not proceed. Given limited cash resources, Virax would either have to raise additional capital or most likely consider administration should Noteholders or Virax shareholders reject the 4G Acquisition.

2.7 Seek independent advice

The Resolutions in the Notice of Meeting concern significant changes to the existing rights of Noteholders. If you are in any doubt it is recommended you obtain your own independent advice on the implications of the Resolutions.

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 6

3. Resolution 1

3.1 Resolution 1 – summary

Resolution 1 subject to both Virax Shareholder Approval and ASX Requalification, provides for an amendment of the Conditions of Issue of the Convertible Notes by reducing the Conversion Price, shortening the Conversion Period and where the Convertible Notes are redeemed by the Company, limiting recourse on redemption. Further where a Convertible Note is not redeemed in the amended Conversion Period, the relevant Convertible Note will be automatically redeemed 30 days after ASX Requalification but payment on redemption is limited to the cash receipts of the Net Royalty Receipts under the Transgene sub-licence.

3.2 Amendment of the Trust Deed

Where Resolution 1 is passed, the Trustee and Virax will enter into a supplemental deed to amend the Trust Deed to incorporate the changes to the Conditions of Issue as outlined in Resolution 1 (and any other ancillary changes necessary to reflect Resolution 1).

The Conditions of Issue of the Convertible Notes, subject to Virax Shareholder Approval and ASX Requalification, will be taken to have been amended as from the date of the noteholder meeting.

Virax will then seek Virax Shareholder Approval to the change in the Conditions of Issue of the Convertible Notes and continue to work towards ASX Requalification.

3.3 Virax Shareholder Approval / ASX Requalification

As indicated above, the amendment of the Conditions of Issue of the Convertible Notes under Resolution 1 is subject to Virax Shareholder Approval (which includes among other matters the approval of the amendment of the Convertible Notes and reconstruction of the Virax share capital) and also ASX Requalification (including ultimately Virax being able to raise new capital to fund the continued development of the combined Virax and 4G intellectual property). This is necessary for Virax to requalify after the 4G Acquisition under ASX Listing Rules Chapters 1 and 2.

As a result, should Virax not obtain Virax Shareholder Approval or not be able to satisfy the requirements for ASX Requalification (for example not being able to raise sufficient new capital to requalify under ASX Listing Rules Chapters 1 and 2), then Resolution 1 will not be effective and the Conditions of Issue of the Convertible Notes will be unchanged.

3.4 Resolution 1 – advantages

(1) Satisfaction of one of the conditions for the 4G Acquisition

As indicated above, the amendment of the Convertible Notes is one of the conditions of the proposed 4G Acquisition. Where the Resolutions are approved, it satisfies one of the preconditions for the 4G Acquisition.

(2) Increase in Redemption Price

Resolution 1, where approved, results in an increase in the Redemption Price to 21 cents per Convertible Note but with the material limitation that payment of that Redemption Price is limited to the Net Royalty Revenue received by Virax under the Transgene sub-licence. There is no guarantee of any receipts of Net Royalty Revenue. See section 3.5(1) below regarding the limitation in recourse on redemption.

(3) Decrease in Conversion Price

Resolution 1, where approved, also results in a decrease in the Conversion Price for the Convertible Notes to a conversion price which results in the number of Shares to issue upon the conversion of the Convertible Notes being equal to the number of Convertible Notes being converted by that Noteholder divided by 1.14 (rounded up to the nearest Share).

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 7

Currently the Conditions of Issue of the Convertible Notes provides for a conversion price of two Virax shares for every one Convertible Note but this is prior to the proposed consolidation of Virax shares. Virax shares last traded below $0.01 so to have a share price in excess of 20 cents per Share (required for Virax to requalify under ASX Listing Rules Chapters 1 and 2) there will be a substantial consolidation of the Virax share capital. While the exact conversion ratio is not able to be calculated at the time of issue of this Notice of Meeting for Noteholders, please note that the amendment of the Conversion Price for the Convertible Notes is after the proposed consolidation of the Virax shares.

Based on the trading price of Virax shares before the suspension on 1 March 2011 of less than $0.01, it would have been very unlikely for any holder of Convertible Notes to elect to convert at that original Conversion Price. Therefore the significant decrease in the Conversion Price as proposed under the Resolutions is aimed at making Conversion more attractive under the Convertible Notes and provides a material benefit to the holders of Convertible Notes in consideration of their approval of the change to the Conditions of Issue limiting all redemption proceeds to the receipts under the Transgene sub-licence.

3.5 Resolution 1 – disadvantages

(1) Limited recourse on redemption to receipts under Transgene sub-licence

Under Resolution 1, where approved, the Convertible Notes will be automatically redeemed 30 days after ASX Requalification and a noteholder's entitlements to repayment on redemption of a Convertible Note is to be limited to the actual Net Royalty Revenue received from time to time by Virax under the Transgene sub-licence - up to an aggregate payment equal to 21 cents per Note.

As provided in Resolution 1, those notes not converted in the Conversion Period will be automatically redeemed by the Company 30 days after the date of ASX Requalification – but payment of the aggregate redemption amount (of 21 cents per Convertible Note) is only to be made from time to time as Virax receives payment/s (if any) under the Transgene sublicence.

(2) Significant reduction in Conversion Period

Where Resolution 1 is passed (and subject to Virax Shareholder Approval and ASX Requalification), the Conversion Period under the Convertible Notes will be materially shortened – to 3 weeks following the date of ASX Requalification. If a noteholder does not elect in writing to convert in this 3 week period, the noteholder will have no further conversion rights and the relevant Notes will be automatically redeemed 30 days after the date of ASX Requalification – in which case the noteholder will then only have a right to redemption payments (equal to the aggregate maximum of 21 cents per note) depending on the cash receipts by the Company of the Net Royalty Revenue (if any) from time to time.

(3) Proposed intention to seek delisting of the Convertible Notes

It is the intention of Virax that where Resolution 1 is passed, Virax Shareholder Approval is obtained and Virax is able to complete the 4G Acquisition, raise the necessary new capital and requalify under ASX Listing Rules Chapters 1 and 2, that the Convertible Notes will be delisted. Where the Virax notes are delisted, there will likely be either no or very limited secondary trading in the Convertible Notes (as they will no longer be a listed tradeable security). The Virax Board note that no Convertible Notes have traded since 1 March 2010.

3.6 Recommendation by Virax Board

The Virax Board unanimously recommends Resolution 1 to Noteholders. The Virax board members have NO financial interest in 4G or shares in 4G but believe the 4G Acquisition represents the best available opportunity for Virax.

3.7 Voting

Your vote is important and if you can not attend the noteholder meeting to be convened pursuant to the Notice of Meeting you are recommended to lodge a proxy form indicating your voting preference/s.

Virax Holdings Limited – Information Memorandum

12 March 2012 Page 8

4. Resolution 2

4.1 Summary Resolution 2

Resolution 2 provides for a moratorium period in respect of both conversions and redemptions under the Convertible Notes until the earlier of ASX requalification or the Sunset Date.

Please note that Resolution 2 is NOT dependent on Virax Shareholder Approval and is effective from the passing of Resolution 2 at the Noteholders' meeting.

4.2

Advantages of Resolution 2

The moratorium enables Virax to pursue both Virax Shareholder Approval and ASX Requalification and also for the results of those matters to be known to Noteholders prior to any conversion or redemption of the Convertible Notes.

Until that time, the Virax Board is of the opinion that there are too many uncertainties for Noteholders to make an informed view on a decision to convert or redeem.

4.3 Disadvantages of Resolution 2 – no redemption during moratorium period

Where Resolution 2 is passed, for the moratorium period Noteholders will not be able to request redemption of their Convertible Notes. Noteholders should keep in mind that Virax does not currently have cash reserves to fund a redemption under the Convertible Notes and, after 31 March 2012 where Resolution 2 was not passed, if a redemption request was made then Virax Board would have to consider placing Virax into administration.

4.4

Recommendation by Virax Board

The Virax Board unanimously recommends Resolution 2 to Noteholders. The Virax board members have NO financial interest in 4G or shares in 4G but believe the 4G Acquisition represents the best available opportunity for Virax.

4.5

Voting

Your vote is important and if you can not attend the noteholder meeting to be convened pursuant to the Notice of Meeting you are recommended to lodge a proxy form indicating your voting preference/s.

5. Working Capital and Going Concern

As foreshadowed, where Noteholders do not approve the Resolutions, the 4G Acquisition will not proceed.

Virax has very limited working capital and its auditors have indicated they will qualify its status on a "going concern" basis.

If Noteholders do not approve the Resolutions and a redemption request is made by a noteholder after 31 March 2012, the Virax board would have to consider appointing an administrator to the Company as it is not in a position to finance any redemption under the current terms of the Convertible Notes.

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 9

6. Additional Information

6.1 Capital Structure

The following table demonstrates the likely capital structure of the Company upon completion of the acquisition of 4G Vaccines on the basis of a 50% conversion of the currently outstanding Convertible Notes and a 100% conversion of the currently outstanding Convertible Notes.

Proposed Cap Tables Existing VHL Shareholders Noteholders Directors/Executives Bridge Investors 4G Vendors New Cap. Raising Sh'hldrs Total

Post Cap Raising Share of Post Cap Raising Share of Shares % Enterp. Value Shares % Enterp. Value 6,976,185 7.5% 1,395,237 $ 3,538,280 3.8% 707,656 $ 3,437,900 3.7% 687,580 $ 6,875,805 7.4% 1,375,161 $ 985,915 1.1% 197,183 $ 985,915 1.1% 197,183 $ 1,100,000 1.2% 220,000 $ 1,100,000 1.2% 220,000 $ 51,000,000 54.5% 10,200,000 $ 51,000,000 54.5% 10,200,000 $ 30,000,000 32.1% 6,000,000 $ 30,000,000 32.1% 6,000,000 $ 93,500,000 100.0% 18,700,000 93,500,000 100.0% 18,700,000 $ Partially diluted through 50% Conversion Fully diluted through 100% Conversion

Please note that this table incorporates the following assumptions:

• Virax ordinary shareholders approval of change in the Conditions of Issue, the 4G Acquisition and corresponding resolutions;

• A capital raise of $6 million at 20 cents per share; and

• The Completion of the acquisition of 4G Vaccines Pty Ltd by the issue of ordinary shares in accordance with the Share Purchase Agreement of 29 February 2012 for $10.2 million to ensure a proportional ratio of 10.2 to Virax 2.5.

6.2 Market price of Shares and Note Conversion

The lowest and highest market sale prices of Shares on the ASX during the 4 months immediately preceding this Information Memorandum, and the respective dates of those sales, were:

• Highest Price was 1.6 cents on 17 November 2011

• Lowest Price was 0.9 cents on 28 February 2012

The last sale price for Shares on the ASX on 29 February 2012, being the last date which the securities were listed prior to the date of this Information Memorandum was 0.9 cents.

On 13 February 2012 there were 32,166 Convertible Notes converted into 64,332 ordinary shares. There have been no other conversions since 1 March 2010.

6.3

The Transgene sub-licence

In March 2007 Transgene (Eurolist Paris: FR0005175080) executed a license agreement (“ Transgene sub-license ”) with the Company for access to Co-X-Gene™ technology for use in two of Transgene’s immunotherapeutic products:

• TG4001 - a treatment for pathologies relating to human papilloma virus (HPV) infection; and

• TG4010 - a treatment for non-small cell lung cancer (NSCLC).

The following information has been collated by Virax based on publically available statements - Transgene’s recent achievements with the products which are the subject of the Transgene sublicence are:

TG4001

• 2 September 2009 - Transgene announced the launch of the Phase IIb conducted by Roche with TG4001/RG3484 targeted immunotherapeutic product for the treatment of HPV-induced diseases

• 9 October 2009 - The first patient was enrolled in the U.S

• 22 February 2011 Roche concluded its licence agreement with the consequence that the development rights reverted to Transgene

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 10

TG4010

• Primary endpoints of Phase IIb study of TG4010 for NSLC successfully completed

• Overall survival data demonstrated in Phase IIb study

• FDA approves pivotal Phase III study design

• In March 2010 Transgene and Novartis execute an Option Agreement (exercisable within 90 days of Phase IIb data) to partner TG4010 – US 10 million option fee and up to €700 million milestones and royalties

• Phase IIb/III study to include ~ 200 patients Phase IIb and ~ 1,000 patients Phase III

While no guarantee or assurance is given regarding possible future events and clinical trials are inherently subject to considerable risks, Virax understands that Transgene’s updated expectations are:

• TG4001 Phase IIb extension study 6 month data expected in Q1/2012

• TG4001 Phase IIb extension study 12 month data expected Q4/2012

• Based upon the TG4001 Phase IIb results, it is proposed to seek a new co development partner for Phase III trials and beyond

• TG4010 Phase IIb study, recruitment to commence early 2012

• TG4010 Phase III study planned to commence in H1/2013

The exercise by Novartis of the partnership option with TG4010 based upon the Phase IIb data may trigger milestone payments to Virax under the Transgene sub-license. The amount of any sublicence payments is dependent upon clinical achievements, details of the partnering transactions and the moneys received by Transgene, including the timing of such payments.

6.4

Further information

All Noteholders will be sent a copy of the Virax shareholder notice of meeting which is currently being prepared for a noteholder meeting to be convened in April to consider approval of the 4G Acquisition (and ancillary resolutions).

It is envisaged that the Virax shareholder notice of meeting will include an independent expert report on whether the acquisition of Virax shares by SciVentures Pre Seed Fund (as consideration for the 4G Acquisition) is fair and reasonable to Virax shareholders.

The Company also anticipates completing its 31 December 2012 financial statements and lodging those with the ASX as soon as possible. They have not been completed as at the date of the Notice of Meeting.

6.5

Additional Documentation

The following documents are available for inspection without charge during normal business hours at the registered office of the Company:

• Trust Deed of 17 December 2007;

• Supplemental Trust Deeds of 3 December 2009 and 6 January 2012

• Constitution; and

• any ASX announcement made by Virax from 30 June 2011 up to the date of this Information Memorandum.

Please contact the Company on (03) 9854 6230 to arrange an inspection time.

Signed for and on behalf of the Directors of Virax on 12 March 2012.

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Mr Michael J Humphris Chairman

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 11

7. Glossary

ASX	ASX Limited trading as Australian Securities Exchange
ASX Listing	The official listing rules of ASX
Rules
ASX	The receipt of conditional approval from the ASX for the re-quotation and
Requalification	requalification of the Company under ASX Listing Rules Chapters 1 and 2
	(consequent on the consolidation of the Company's shares, the completion of the 4G
	Acquisition and the raising of new capital to fund the merged company) and the
	Company being reasonably satisfied that the conditions under the approval are
	within the control of the Company
Board	The board of Directors of the Company
Business Day	A trading day in accordance with ASX Listing Rules
CompanyorVirax	Virax Holdings Limited ACN 006 569 106
Conditions of	The conditions of issue of the Convertible Notes set out in the Annexures to the
Issue	Trust Deed
Constitution	The constitution of Virax as amended from time to time
Conversion	The period during which the Noteholders are entitled to convert their Convertible
Period	Notes into Shares, as set out in the Conditions of Issue
Conversion Price	That price which results in the number of Shares to issue upon the conversion of the
	Convertible Notes – which is proposed to be amended where the Resolutions are
	changed to be equal to the number of Convertible Notes being converted by that
	Noteholder divided by 1.14 (rounded up to the nearest Share)
Convertible	A Convertible Note issued pursuant to the terms of the Trust Deed (as amended)
Note(s)orNote(s)
Directors	The directors of the Company
moratorium	The period from the date of the Noteholders meeting (on 30 March 2012) and
period	ending on the earlier of:
	(a) ASX Requalification; and
	(b) the Sunset Date.
Net Royalty	The cash funds received by the Company from the Royalty Revenue less the
Revenue	payment of the contractual obligations to the Head Licensor of the Co-X-
	GeneTechnology™ and to CoMentum Advisor, applicable taxation expenses in
	respect of this revenue receipt and other third party expenses required to exploit the
	licence or technology, all of which being as audited by the Company's auditors
Noteholder	A person who holds Convertible Notes
Notice of Meeting	The notice of meeting (accompanying this Information Memorandum) dated 12
	March 2012 to convene a meeting of Noteholders on 30 March 2012 to consider the
	Resolutions
Resolutions	The resolutions to be considered by Noteholders as detailed in the Notice of Meeting
Royalty Revenue	The milestone payments and royalty income received by the Company under the
	sub-licence granted to Transgene S. A. dated 28 February 2007 – being an

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 12

agreement whereby Transgene is licensed to utilise the Co-X-Gene Technology™ for the consideration of payment obligations to the Company

Share A fully paid ordinary share in the capital of the Company Shareholder A shareholder in the Company Supplemental Supplemental Trust Deeds dated 3 December 2007 and 6 January 2012 between Trust Deeds the Company and the Trustee Sunset Date means 30 June 2012 or such later date as the ASX permits Virax to complete its capital raise and settle the 4G Acquisition Transgene Transgene S.A., a French company listed on the Paris Bourse (Eurolist Paris: FR0005175080) Transgene sub- The sub-licence entered into by Virax with Transgene relating to the Transgene Co- licence X-Gene™ as described in more detailed in section 6.3 Trust Deed Convertible Note Trust Deed dated 17 December 2007 between the Company and the Trustee (as amended by the Supplemental Trust Deeds) Trustee Australian Executor Trustees Limited ACN 007 869 794

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 13

8. Corporate Directory

Current Directors of Virax

Mr Michael Humphris – Chairman and Non-executive Director Mr Ian Pyman – Non-executive Director

Company Secretary

Mr John Morrison

Registered Office

Suite 220, Kew Junction Tower 89 High Street, KEW VIC 3101 Telephone: (03) 9854 6230 Facsimile: (03) 9853 5134 www.virax.com.au

Solicitors

Middletons Rialto Level 25, 525 Collins Street Melbourne VIC 3000 Telephone: (03) 9205 2000 Facsimile: (03) 9205 2055

Share Registry

Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 8060 Australia Telephone: (within Australia) 1300 132 535 (Outside Australia) 61 3 9415 4093

Trustee

Australian Executor Trustees limited Level 22 207 Kent Street Sydney NSW 2000 Telephone (02) 9028 5900 www.aetlimited.com.au

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 14

Schedule 1 Summary of the Current Terms of Issue of Convertible Notes (as Amended by Noteholder resolutions passed on 30 December 2011)

Issue price $0.10 per Convertible Note Number of Convertible Notes on Issue 7,890,227 Current Redemption Date 31 March 2012 Current Redemption Amount 14 cents per Note Projected Redemption Amount $1,104,631.70 Trustee Australian Executor Trustees Limited ACN 007 869 794 Interest (coupon) No interest is payable on Convertible Notes Noteholder Conversion Rights Noteholders may convert all or part of their holding of Convertible Notes into Shares on the basis of 1 Note for 2 Shares on or at any time up to 31 March 2012 or following receipt of a Company Redemption Notice Company Conversion Rights The Company has no right to convert or require Noteholders to convert Convertible Notes Noteholder Redemption Rights Noteholders may redeem Convertible Notes prior to 31 March 2012 on the occurrence of an Event of Default but not otherwise Company Redemption Rights The Company may redeem the Convertible Notes at a premium to face value of 40% (14 cents per Convertible Note) on or at any time provided it first gives Noteholders 30 days written notice (Company Redemption Notice) of its intention to do so. Noteholders have the right to convert their Convertible Notes by giving the Company a Conversion Notice during this period of 30 days Security Convertible Notes are unsecured No voting rights Noteholders have no right to vote at general meetings of Virax

Virax Holdings Limited – Information Memorandum 12 March 2012 Page 15

Schedule 2 Summary of the Proposed Terms of Issue of Convertible Notes

Issue price Not applicable Number of Convertible Notes on Issue 7,858,061 Proposed Redemption Date 30 days after ASX Requalification Proposed Redemption Amount Aggregate of 21 cents per Note Projected Maximum Redemption Amount $1,650,193 - assuming no conversions Trustee Australian Executor Trustees Limited ACN 007 869 794 Interest (coupon) No interest is payable on Convertible Notes Noteholder Conversion Rights Noteholders may convert only make a conversion election for all of their holding of Convertible Notes into that number of Virax shares equal to the number of Notes being converted divided by 1.14, rounded up to the nearest Share Company Conversion Rights The Company has no right to convert or require Noteholders to convert Convertible Notes Company Redemption Rights The Company will redeem (and cancel) all of the Convertible Notes not converted which remain outstanding 30 days after ASX Requalification but payment of the redemption amount of 21 cents per Note is only to be made from time to time as Net Royalty Receipts are received by the Company Security Convertible Notes are unsecured No voting rights Noteholders have no right to vote at general meetings of Virax

Virax Holdings Limited – Information Memorandum

12 March 2012 Page 16

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Virax Holdings Limited ABN 56 006 569 106

Lodge your vote:



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 all enquiries call:

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

Proxy Form - Noteholder General Meeting - 30 March 2012

 For your vote to be effective it must be received by 2:00pm (AEDT) Wednesday 28 March 2012

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 Notes 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 Notes 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 Notes for each in Step 1 overleaf.

A proxy need not be a Noteholder of the Company.

Signing Instructions

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

Joint Holding: Where the holding is in more than one name, all of the Noteholders 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 Noteholder 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".

 Turn over to complete the form



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

www.investorcentre.com

Review your holding

Update your holding

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. Noteholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I 9999999999 I ND

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Proxy Form

to indicate your directions

Please mark

Appoint a Proxy to Vote on Your Behalf

XX

I/We being registered as the holder/s of Convertible Notes in Virax Holdings Limited hereby appoint

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the Chairman OR of the Meeting

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

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 Noteholder General Meeting of Virax Holdings Limited to be held at Quest Beaumont, 7 Studley Park Road, Kew, Victoria on Friday, 30 March 2012 at 2:00pm (AEDT) and at any adjournment of that meeting.

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

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For Against Abstain
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Item 1 To approve the amendment of the Conditions of Issue of the Convertible Notes set out in the Annexures to the Convertible Note Trust Deed dated 17 December 2007 the Supplemental Convertible Note Trust Deed dated 3 December 2009 and the Supplemental Convertible Note Trust Deed dated 6 January 2012 between Australian Executor Trustees Limited and the Company

Item 2 To approve the amendment of the Conditions of Issue of the Convertible Notes to provide for a moratorium period from 1 March 2012 until after the later to occur of the Company secures ASX Requalification or the sunset date of 30 June 2012

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

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SIGN
Signature of Noteholder(s) This section must be completed.
Individual or Noteholder 1 Noteholder 2 Noteholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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