PRESCIENT THERAPEUTICS LIMITED — Proxy Solicitation & Information Statement 2014

Apr 7, 2014

VIRAX HOLDINGS LIMITED ACN 006 569 106

NOTICE OF GENERAL MEETING

TIME : 10.00 am (WST) DATE : Friday, 9 May 2014 PLACE : The Heritage Board Room Melbourne Hotel 942 Hay Street Perth WA 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9486 2333.

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	6
Glossary	13
Proxy Form	15

IMPORTANT INFORMATIO N

Time and place of Meeting

Notice is given that the Meeting will be held at 10.00 am (WST) on Friday, 9[th] May 2014 at:

The Heritage Board Room Melbourne Hotel 942 Hay Street Perth WA 6000

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10.00 am (WST) on Wednesday, 7[th] May 2014.

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• 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 member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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Notice of Meeting (Final)

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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Notice of Meeting (Final)

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – APPROVAL OF ACQUISITION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, approval is given for the Company to complete the Acquisition for the purposes of ASX Listing Rule 11.1.2 and for all other purposes on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions 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. RESOLUTION 2 – ISSUE – SHARES IN CONSIDERATION OF ACQUISITION – TRANCHE 1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolutions 1 ,3 and 4 and the satisfaction or waiver of the Conditions Precedent, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 60,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions 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. RESOLUTION 3 – ISSUE – SHARES IN CONSIDERATION OF ACQUISITION – TRANCHE 2

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolutions 1 to 2 and 4 and subject to Settlement and satisfaction of Milestone 1, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 90,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a

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Notice of Meeting (Final)

person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – ISSUE – SHARES IN CONSIDERATION OF ACQUISITION – TRANCHE 3

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolutions 1 to 3 and subject to Settlement and satisfaction of Milestone 2, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 90,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions 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.

5. RESOLUTION 5 – PLACEMENT – SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 250,000,000 Shares at an issue price of not less than 1.2 cents per Share to raise up to $3,000,000 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions 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.

Dated: 26 March 2014

By order of the Board

Sean Henbury Company Secretary

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Notice of Meeting (Final)

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO ACQUISITION

1.1 Acquisition

As announced on 17 March 2014, the Company has entered into a binding agreement ( Heads of Agreement ) to acquire 100% of the issued share capital of the Australian unlisted company Pathway Oncology Pty Ltd (ACN 167 335 748) ( Pathway ) from the shareholders of Pathway ( Acquisition ).

Pathway has an exclusive option to negotiate an exclusive worldwide licence of certain intellectual property from Yale University. This intellectual property would add to the Company’s existing group of projects and the Board believes that the Acquisition represents a suitable extension to the Company’s current business.

1.2 Intellectual Property

The intellectual property includes the proprietary novel drug candidates for treatment of cancer and other diseases including the potent and selective peptidomimetic inhibitor of geranylgeranyltransferase I ( GGTase I ), GGTI-2418 and its methylester GGTI-2417 ( Intellectual Property ).

US Patent 7,763,620 is granted in the US and belongs to a family of patents and patent applications derived from international application no PCT/US02/26881 (WO 2003/017939). Corresponding patents have been granted in Australia (x2), Canada and Europe (x2). An application is also pending in Japan. A second application WO 2010/088457 has entered national phase in the US (US 13/194,022) and is undergoing examination.

Following Settlement, the Company will continue to operate as a biopharmaceutical company and considers that the Intellectual Property will complement the existing projects, however the existing projects will continue to be the Company’s primary focus.

1.3 Conditions Precedent

The Acquisition is conditional upon the following outstanding conditions precedent:

• (a) completion of due diligence by the Company on Pathway’s business, assets and operations, to the satisfaction of the Company;

• (b) Pathway and Yale University entering into a formal licence agreement in respect of the Intellectual Property, on terms and conditions acceptable to the Company;

• (c) the Company completing the Capital Raising; and

• (d) the Shareholders approving Resolutions 1 to 4 at this Meeting,

( Conditions Precedent ).

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Notice of Meeting (Final)

1.4 Consideration

The consideration to be paid to the Pathway Shareholders will be satisfied through the issue by the Company of up to 240,000,000 Shares ( Consideration Shares ).

The consideration will be apportioned amongst the Pathway Shareholders in accordance with their respective shareholdings and will be as follows:

• (a) subject to the satisfaction (or waiver by the Company) of the Conditions Precedent, 60,000,000 Shares ( Tranche 1 Consideration Shares ) at Settlement;

• (b) subject to the satisfaction of Milestone 1 (defined below), 90,000,000 Shares ( Tranche 2 Consideration Shares ) within 10 Business Days of such satisfaction of Milestone 1; and

• (c) subject to the satisfaction of Milestone 2 (defined below), 90,000,000 Shares ( Tranche 3 Consideration Shares ) within 10 Business Days of such satisfaction of Milestone 2.

The issue of the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares are subject to the satisfaction of the Milestones. The Milestones are as follows:

• (a) Milestone 1 – within 18 months of the date of Settlement, re-activation or reopening, or allowance, of IND for any disease indication by US FDA; and

• (b) Milestone 2 – within 36 months of the date of Settlement, dosing of the first patient in a Phase Ib/II trial for any disease indication.

1.5 Capital Raising

The Company is intending to undertake a capital raising by way of a Share issue to raise a minimum amount of $1,500,000 and a maximum amount of $3,000,000 (before expenses) ( Capital Raising ). Completion of the Capital Raising is a condition of Settlement.

1.6 Forward expenditure

As noted above in section 1.5 of the Explanatory Statement, the Capital Raising is to raise a minimum amount of $1,500,000 and a maximum amount of up to $3,000,000 (before expenses of the Capital Raising).

It is proposed that the Company’s expenditure over the next 12 months will be as follows:

Item	Minimum Subscription ($1,500,000)	Maximum Subscription ($3,000,000)
Estimated cost of the Acquisition1	$125,000	$200,000
Expenditure on the Existing Projects	$500,000	$750,000
Expenditure in relation to the Intellectual Property	$500,000	$1,675,000
Corporate administration	$200,000	$200,000
Working capital	$175,000	$175,000

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Notice of Meeting (Final)

TOTAL $1,500,000 $3,000,000

Notes :

1. Refer to the table below for the itemised costs of the Acquisition:

Estimated Acquisition Costs Legal and Accounting Expenses Miscellaneous Total	Amount	Amount
	$50,000	$50,000
	$75,000	$150,000
	$125,000	$200,000

The Company’s existing cash at hand and the moneys raised pursuant to the Capital Raising will continue to be spent in accordance with previous stated objectives in relation to the Company’s current operations as well as on the exploitation of the Intellectual Property.

The above table is a statement of current intentions as of the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied.

1.7 Capital structure

The indicative effect of the Acquisition on the capital structure of the Company will be as follows:

	Fully Paid Ordinary Shares	Unlisted Options
Current issued capital	560,947,3711	87,700,0002
Securities to be issued pursuant to the Capital Raising	125,000,000 (assuming minimum subscription) / 250,000,000 (assuming full subscription)	-
Securities issued as consideration issued pursuant to the Acquisition	240,000,0003	-
Total on completion of the Capital Raising and the Acquisition	925,947,371 (assuming Capital Raising minimum subscription of $1.5m is raised) 1,050,947,371 (assuming Capital Raising full subscription of $3m is raised)	87,700,000

Notes:

1. Assumes no further securities are issued prior to Settlement, other than as set out in the table. 2. Exercisable at $0.005 each on or before 12 October 2017.

2. Assumes that each Milestone is satisfied.

1.8 Effect of the Acquisition

The Company will continue to operate as a biopharmaceutical company following completion of the Acquisition and considers that, as the assets the subject of the

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Notice of Meeting (Final)

Acquisition complement the Company’s existing projects and these existing projects will continue to be the Company’s primary focus, the proposed Acquisition does not does not involve a significant change to the nature or scale of its activities.

The un-audited pro-forma Balance Sheet has been prepared to provide information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Balance Sheet and Pro Forma Balance Sheet as at 31 December 2013 (audited)

CURRENT ASSETS Cash and cash equivalents Trade and other receivables Prepayments Total Current Assets NON-CURRENT ASSETS Property, Plant and Equipment Investment in Intellectual Property Total Non-Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Interest-bearing liabilities Total Current Liabilities NON-CURRENT LIABILITIES Interest-bearing liabilities Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY	31-Dec-13 Audited $ 1,511,029 115,326 - 1,626,355 - - - 1,626,355 35,004 - 35,004 - - 35,004 1,591,351 38,521,193 - -36,929,842 1,591,351	31-Dec-13 Pro-forma $ 4,311,028 115,326 -
		4,426,354
		- 720,000
		720,000
		5,146,355
		35,004 -
		35,004
		-
		-
		35,004
		5,111,351
		42,041,193 - -36,929,842
		5,111,351

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Notice of Meeting (Final)

Notes:

1. Assumes $3 million is raised by the Company under the Capital Raising.

2. Assumes that fees of $200,000 (including broker fees of 5% of the amount raised) are incurred as part of the Capital Raising.

3. Incorporates $720,000 in Acquisition costs of Pathway by way of the issue of 60,000,000 Shares. The value of these Shares has been estimated at 1.2 cents per Share. This is not able to be impairment tested at this time.

2. RESOLUTION 1 – APPROVAL OF ACQUISITION

Resolution 1 seeks Shareholder approval for the Company to complete the Acquisition. Section 1 of this of Explanatory Statement provides a summary of the background to the Acquisition.

ASX Listing Rule 11.1.2 confers on ASX the discretion it has exercised to require the Company to obtain Shareholder approval prior to the Company completing the Acquisition.

The effect of Resolution 1 will be to allow the Company to proceed with the completion of the Acquisition on the terms and conditions of the Heads of Agreement.

3. RESOLUTIONS 2 TO 4 – ISSUE – SHARES IN CONSIDERATION OF ACQUISITION – TRANCHES 2 TO 4

3.1 General

Resolutions 2 to 4 seek Shareholder approval for the issue of up to 240,000,000 Shares in consideration for the Acquisition.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolutions 1 to 3 will be to allow the Company to issue the Shares pursuant to the Acquisition 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.

The Company has sought a waiver to issue the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares outside of the period of 3 months after the date of the Meeting.

3.2

Technical information required by ASX Listing Rule 7.1

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 Shares to be issued is 240,000,000;

• (b) the Tranche 1 Consideration Shares 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 issue of the Shares will occur progressively;

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Notice of Meeting (Final)

• (c) ASX has granted the Company a waiver from ASX Listing Rule 7.3.2 to issue the Tranche 2 Consideration Shares up to 18 months after the date of the Meeting (subject to satisfying the relevant Milestones);

• (d) ASX has granted the Company a waiver from ASX Listing Rule 7.3.2 to issue the Tranche 3 Consideration Shares up to three years after the date of the Meeting (subject to satisfying the relevant Milestones);

• (e) the Shares will be issued for nil cash consideration in consideration of the Acquisition;

• (f) the Shares will be issued to the Pathway Shareholders, who are not related parties of the Company;

• (g) the Shares issued 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; and

• (h) no funds will be raised from the issue as the Shares are being issued in consideration for the Acquisition.

4. RESOLUTION 5 – PLACEMENT - SHARES

4.1 General

Resolution 5 seeks Shareholder approval for the issue of up to 250,000,000 Shares at an issue price of not less than $0.012 per Share to raise up to $3,000,000 ( Placement ).

A summary of ASX Listing Rule 7.1 is set out in section 3.1 above.

The effect of Resolution 5 will be to allow the Company to issue Shares pursuant to the Placement 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.

4.2 Technical information required by ASX Listing Rule 7.1

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 Shares to be issued is 250,000,000:

• (b) the Shares 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 issue of the Shares will occur progressively;

• (c)

• the issue price of the Shares will be not less than $0.012 per Share;

• (d) the Shares will be issued to institutional and professional investors who will not be related parties of the Company. The investors will be parties identified by the directors in due course but are not known at this stage;

• (e) the Shares issued 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; and

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Notice of Meeting (Final)

• (f) the Company intends to use the funds raised from the Placement for working capital and to progress its existing biopharmaceutical projects and new biopharmaceutical projects associated with the Acquisition.

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Notice of Meeting (Final)

GLOSSARY

$ means Australian dollars.

Acquisition has the meaning given to it in Explanatory Statement 1.1.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Virax Holdings Limited (ACN 006 569 106).

Conditions Precedent mean the conditions precedent under the Heads of Agreement.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Heads of Agreement means the heads of agreement between the Company, Pathway and the Pathway Shareholders in respect of the Acquisition dated on or about 17 March 2014.

Milestones mean Milestone 1 and Milestone 2.

Milestone 1 has the meaning given to it in Explanatory Statement 1.4.

Milestone 2 has the meaning given to it in Explanatory Statement 1.4.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Pathway means Pathway Oncology Pty Ltd (ACN 167 335 748).

Pathway Shares mean all of the fully paid ordinary shares in the capital of Pathway.

Pathway Shareholders mean the respective holders of the Pathway Shares.

Proxy Form means the proxy form accompanying the Notice.

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Notice of Meeting (Final)

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Settlement means settlement under the Heads of Agreement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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Notice of Meeting (Final)

APPOINTMENT OF PROXY FORM

VIRAX HOLDINGS LIMITED ACN 006 569 106

GENERAL MEETING

I/We

of: being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10.00am (WST), on 9[th] May 2014 at The Heritage Boardroom, Melbourne Hotel, 942 Hay Street, Perth WA, 6000 and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Approval of Acquisition
Resolution 2	Issue – Shares in consideration of Acquisition – Tranche 1
Resolution 3	Issue – Shares in consideration of Acquisition – Tranche 2
Resolution 4	Issue – Shares in consideration of Acquisition – Tranche 3
Resolution 5	Issue – Shares - Placement

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is: % Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): E-mail address: Consent for contact by e-mail: YES NO

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Notice of Meeting (Final)

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

1. ( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3.

( Signing instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Virax Holdings Limited, C/- FJH Solutions, 21 Teddington Road, BURSWOOD, WA, AUSTRALIA, 6100 ; or

• (b) facsimile to the Company on facsimile number +61 9486 2333,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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Notice of Meeting (Final)