USCOM LIMITED — AGM Information 2007

Oct 4, 2007

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Notice is hereby given that the Annual General Meeting of members of Uscom Ltd (the Company) will be held at 10am on Wednesday 7 November 2007 at PKF Chartered Accountants & Business Advisers, Level 10, 1 Margaret Street, Sydney NSW 2000

Business

Financial Statements and Reports

To receive and consider the reports of the directors and of the auditors, the income statement, balance sheet and cash flow statement for the year ended 30 June 2007.

Election of Directors

To consider and, if thought fit, to pass the following ordinary resolutions: Resolution 1

"That Mr Roman Zwolenski retires by rotation in accordance with Rule 6.4 of the Company’s constitution and, being eligible, offers himself for re-election."

Resolution 2

”That Mr Bruce Rathie is elected as a non-executive director of the Company."

Resolution 3

"That Mr Paul Butler is elected as an executive director of the Company."

Remuneration Report

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

Resolution 4

"That the Remuneration Report be adopted."

Note that the vote on this resolution is advisory only, and does not bind the directors or the Company.

Directors’ Participation in the Uscom Employee Share Option plan

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

Resolution 5

"That approval be given to the issue of options to the directors under the Uscom Employee Share Option plan."

By order of the Board

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Daniel Fah Company Secretary Sydney, 3 October 2007

Explanatory Memorandum

This Explanatory Memorandum has been prepared to assist shareholders of Uscom Ltd (the Company) to understand the business to be put to shareholders at the annual general meeting to be held on Wednesday, 7 November 2007.

All of the resolutions to be voted on are ordinary resolutions. Ordinary resolutions require a simple majority of votes cast by shareholders entitled to vote on the resolution.

Financial Statements and Reports

The annual report and the associated reports of the directors and the auditor for the year ended 30 June 2007 will be presented for consideration.

Resolution 1 – Re-election of director: Mr Roman Zwolenski

In accordance with Rule 6.4 of the Company’s Constitution, Mr Zwolenski retires by rotation and, being eligible, offers himself for re-election.

Mr Zwolenski is a non-executive director of the Company. He has more than 8 years experienced as a non-executive director of a number of ASX listed biotech companies and is currently Chairman of Anadis Limited. After graduating from the University of New South Wales with a BSc in biosciences, Mr Zwolenski worked for 16 years in senior executive positions with international biomedical and pharmaceutical companies including Roche in Australia, the UK and Switzerland. This was followed by 8 years as the CEO of two ASX listed biotech companies.

The board excluding Mr Zwolenski unanimously recommends that you vote in favour of Resolution 1.

Election of directors

Resolutions 2 and 3 seek approval for the election of directors who have been appointed to the board since the last Annual General Meeting under Rule 6.2 of the Company’s Constitution. This Rule states that the board at any time has the power to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors. Any director so appointed holds office only until the end of the next following general meeting and is eligible for reelection at that meeting.

Resolution 2 - Election of director: Mr Bruce Rathie

Mr Rathie appointed to the board under Rule 6.2 on 1 December 2006 is eligible for election and offers himself for election as director of the Company.

Mr Rathie holds degrees in law, commerce and business and has considerable experience as a lawyer having practiced as a solicitor and partner in a major Brisbane based legal firm and then as senior in-house Counsel to Bell Resources Limited from 1980 to 1985 in aggregate. He studied for his MBA in Geneva and then went into investment banking in 1986 which subsequently took him to New York for over 2 years returning to Sydney in 1990. He spent the 1990's in investment banking in Sydney, the last 5 years of which as a director of Investment Banking at Salomon Brothers/ Salomon Smith Barney where he was responsible for the firm's activities/ roles in the industrial sector and the Federal Government's privatisation of Qantas, Commonwealth Bank (CBA3) and Telstra (T1). Mr Rathie has been in business since 2000 and currently is, in addition to his part time role as National Executive Director of the Australian Institute of Management, holding board positions with a number of Australian companies.

The board excluding Mr Rathie unanimously recommends that you vote in favour of Resolution 2.

Resolution 3 - Election of director: Mr Paul Butler

Mr Butler appointed to the board under Rule 6.2 on 30 January 2007 is eligible for election and offers himself for election as director of the Company.

Mr Butler is the Chief Executive Offer of the Company. He has over 15 years operational experience in electronics and medical devices. He holds a Bachelor of Economics and qualification in Electrical Engineering. Having held senior roles at the Company over the past six years Mr Butler has managed the development of the USCOM technology, distribution channels, finance and operations of the company. Prior to working at the Company, Mr Butler held senior business development roles at AEMS, logistics at NCR and operations in Scitec.

The board excluding Mr Butler unanimously recommends that you vote in favour of Resolution 3.

Resolution 4 – Remuneration Report

A resolution for adoption of the Remuneration Report is required to be considered and voted on in accordance with the Corporations Act 2001. The Remuneration Report details the Company’s policy on the remuneration of non-executive directors, executive directors and senior executives and is set out on pages 16 to 20 of the 2007 annual report.

The vote on the adoption of the Remuneration Report resolution is advisory only and does not bind the directors or the Company.

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Resolution 5 – Approval of options to Directors under the Uscom Employee Share Option Plan

In accordance with ASX Listing Rule 10.14 the board seeks approval to the issue of the options under the Uscom Employee Share Option Plan to its directors as disclosed in the annual report. As this is the directors’ initial participation, no options under this plan have been issued to any directors previously.

The options issued to the directors are under the same terms and conditions as those issued to the Company’s staff members. Each option is exercisable for a period of 4 years, subject to the options vesting. The options were offered to and accepted by the relevant directors and vest in tranches of 25% after 9 months, 12 months, 24 months and 36 months from the date that they were accepted. The exercise price of the options was based on 85% of the average ASX closing price for the 5 days prior to the offer of the options.

Below are details of the options offered to the relevant directors on 1 December 2006.

Name	Position	Number of Options offered	Exercise Price
Mr R. Phillips	Chairman, executive director	50,000	A$0.69
Mr R. Zwolenski	Non-executive director	50,000	A$0.69
Mr B. Rathie	Non-executive director	50,000	A$0.69
Total		150,000

The options have been accepted by the directors on 25 January 2007. Official issue will occur on the day after approval has been granted at the Annual General Meeting.

All current directors of the Company, being Mr Phillips, Mr Zwolenski, Mr Butler and Mr Rathie are eligible to participate in the plan.

In accordance with ASX Listing Rules 10.14 and 14.11, the Company makes the following voting exclusion statement: The Company will disregard any votes cast on this resolution by:

• all directors who may participate in the issue of the options under the Uscom Employee Share Option Plan; and

• any associate of that person.

However, the Company need not disregard a vote if it is:

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

• cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

As certain directors on the board have participated in the issue of the options under the Uscom Employee Share Option Plan, the board makes no recommendation in relation to Resolution 5.

Proxies

For an appointment of a proxy to be effective, proxy forms must be lodged at the Company’s share registry, Registries Limited at:

Hand deliveries Registries Limited Level 2, 28 Margaret Street Sydney NSW 2000 Postal address: Registries Limited PO Box R67 Royal Exchange NSW 1223 Fax number: (02) 9279 0664

No later than 10:00am Sydney time on Monday 5 November 2007. A proxy form is provided with this notice.

Uscom Ltd

Sydney, 3 October 2007

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PROXY FORM All correspondence to: Registries Limited P O Box R67 Royal Exchange, Sydney NSW 1223 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registriesltd.com.au registries@registriesltd.com.au

• Mark this box with an “X” if you are Issuer Sponsored and want to make any changes to your address details (see reverse)

Appointment of Proxy

If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions at the bottom of the page.

I/We being a shareholder/s of Uscom Ltd pursuant to my/our right to appoint not more than two proxies, appoint The Chairman � of the meeting OR (mark with “X”) or failing him/her

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

Write here the name of the other person you are appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held at Level 10, 1 Margaret Street, Sydney 2000, 7th November 2007 at 10:00 am and at any adjournment of that meeting.

This proxy is to be used in respect of

% of the ordinary shares i/we hold.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy � even if he has an interest in the outcome of the resolution and votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chair intends to vote 100% of all open proxies in favour of the resolutions.

Voting directions to your proxy – please mark � to indicate your directions

Resolution		For	Against	Abstain*
1	Re election of Mr Roman Zwolenski as a Director of the Company	�	�	�
2	Election of Mr Bruce Rathie as a Director of the Company	�	�	�
3	Election of Mr Paul Butler as a Director of the Company	�	�	�
4	Adoption of the Remuneration Report	�	�	�
5	Approval of Directors’ participation in the Uscom Employee Share Option Plan	�	�	�

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

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Sole Director & Director Director / Company Secretary Sole Company Secretary Contact Name Contact Business Telephone /Mobile Date

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Instructions for completing proxy form

1. Your pre-printed name and address is as it appears on the share register of USCOM Ltd. If you are Issuer Sponsored and this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. Securityholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2. Completion of a proxy form will not prevent individual shareholders from attending the Annual General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Annual General Meeting.

3. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.

4. A proxy need not be a shareholder of the Company.

5. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

6. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

7. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Annual General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

8. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form. 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 indicate the office held by signing in the appropriate place.

9. Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 10am on 10 November 2006 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries

Hand deliveries Registries Limited Level 2 28 Margaret Street Sydney NSW 2000 Postal address: Registries Limited PO Box R67 Royal Exchange NSW 1223 Fax number: (02) 9279 0664