USCOM LIMITED — AGM Information 2009

Nov 3, 2009

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USCOM

(ASX: UCM) AGM Presentation NOVEMBER 2009

www.uscom.com.au

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Rob Phillips Chairman

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Introduction

Board of Directors: Mr Rob Phillips Mr Paul Butler Mr Bruce Rathie Mr Roman Zwolenski Proxies Received: 2,513,657 shares or approximately 6% of the 41,800,547 ordinary shares in Uscom Limited.

www.uscom.com.au

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Welcome

Agenda

• Update on Progress – Rob Phillips, Chairman

• Review of Operations – Paul Butler, CEO

• Presentation of Financial Accounts

• Resolutions

• 1. Election of Directors

• 2. Remuneration report

• General Discussion

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Chairman’s Report

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Progress

2009 - a year of Goals and Achievements

1. Focus on profitability – Revenue up by 70%

2. Develop Global marketing partnership – Spacelabs Healthcare 3. Achieve Clinical Standards of Care Objectives – Paediatrics + 5 4. Pursue global adoption – 250 units worldwide

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Progress

Marketing partnership with Spacelabs Healthcare Agreement Dec 2008 Distribution – 75% global market Equity – 5% + 5% option Developed supporting materials Education and training – Sales and consumer packages Product support – Future opportunities for collaboration

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Progress

Distribution around the world

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Progress

Approximately 250 units installed worldwide

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USCOM – Standard of Care

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135 peer reviewed publications and presentations 17 Papers and 29 articles, abstracts and posters FY09

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Emergency, Pediatrics, Cardiac transplantation, Electrophysiology, Heart Failure, Emergency transport, Anesthesia, Liver transplantation, ICU, Septic shock, Pre-eclampsia, Pulmonary hypertension, Nurse outreach, Organ procurement, Haemodialysis, Neonates, infants, Children etc……..

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USCOM – Standard of Care

Fluid - “The change in SV with PLR was the only haemodynamic index with significant predictive ability” 91% +ve predictive value. Critical Care 2009;13:R111

ICU/PAC – “ USCOM.. may safely replace PAC in many clinical situations that call for advanced hemodynamic monitoring.” Am J Surgery 2008:196(Dec);961-968

Pediatric Sepsis – “Subsequent haemodynamic support directed to goals of …… cardiac index of 3.3-6.6l/min/m[2] ” Crit Care Med 2009;37:666-688

Organ Procurement– 15% increase in organs for transplantation using USCOM optimisation compared to BP and CVP. Chest 2008; 134(Abst): s21003

Liver Transplantation - Editorial questioning the use of PAC after publication of studies suggesting replacement by USCOM in Liver Transplantation. Liver Transpl 2008;14:917-918

Pacemakers- “USCOM device operated by trained nurse can provide a simple, accurate, and fast non- invasive method for the AVI optimization in CRT.” PACE 2007 30;1: 50–55.

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USCOM – Standard of Care

Fluid management is one of the most common and controversial challenges in critical care medicine

“(USCOM) can predict volume responsiveness in a variety of unselected medical ICU patients. …… underscoring the need for routine application of (USCOM) when (fluid therapy) is considered.”

Thiel SW, Kollef MH, Isakow W. Non-invasive stroke volume measurement and passive leg raising predict volume responsiveness in medical ICU patients: an observational cohort study. Critical Care 2009 13: R111, doi10.1186/cc7955

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USCOM – Applications

Current applications – In Hospital market

• Sepsis

• Post cardiac surgery

• Dialysis

• Nurse led CO measurement

• Anesthesia monitoring

• ED trauma resuscitation

• Liver transplantation

Unpartnered New Markets

• Electrophysiology – pacemaker optimisation

• Heart failure

• Hypertension

• Drug/Medical research

• Nurse led home care monitoring

• Organ procurement

• Military, Retrieval, Maternal, Cytotoxic therapy, Sports med, Pulmonary hypertension, Stress

• testing, Neonatal/paed care

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IP - Adding value

USCOM has significant value in patent protected IP 24 patent applications 18 granted patents 11 different applications 2 new US patents since June 2008 Peter Treloar, Patent Attorney, Uscom Patent Report Building a product pipeline….

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Growth Strategy

• Organic - Advance distribution partnerships

• SpacelabsHealthcare - US, European, Sth American

• Pacific Medical – China, SE Asia

• Incremental - Develop new sector partnerships

• Electrophysiology

• Heart failure/hypertension

• Drug/medical research

• Etc.

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Risks and Opportunities

• Risks

• Uncertain global outlook – GFC

  • Recovery from GFC unpredictable particularly US

  • Timelines - US orders may be slow

  • New sector partnerships may be delayed

• Opportunities

• Adequately resourced (SPP) – cash on hand + improvng cash flow

• Improving global financial environment

• Increasing clinical proof and global cost-effectiveness focus

• Organic growth

  • Revenue growth from Spacelabs

  • China (Pacific Medical Systems) still in growth

• New sector marketing partnerships – incremental growth www.uscom.com.au The Measure of Life

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USCOM – The year ahead

• Focus on strategy goals and sound management

• Continue to grow high scientific credibility

• Grow business

• Organic growth – Consolidate in Hospital market via marketing partnerships

• Develop incremental growth opportunities - additional

• markets/partnerships and products

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Paul Butler CEO

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Review of Operations

Growth in Product Revenues $1.6M, up from $0.96M Further decrease in expenses $3.1M, down from $3.5M Key factors Partnership with Spacelabs Healthcare Reduced headcount (Employee expense down 19%) Better defined target market reduced marketing spend by 15% Increased R&D to refine product to match market (up 21%)

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Key Financial Achievements

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Strategic Partnership

Spacelabs Healthcare Developer, manufacturer and distributor of medical equipment and services: - Spacelabs has exclusive distribution of the USCOM 1A in the Americas, Europe, Middle East, Africa, India, Australia (Medtel) for the in hospital market

OSI Systems Inc. (Parent of Spacelabs Healthcare .) Revenues $623m (FY09), Cap US$363m (FY09) Equity

• $600,000 ($0.30 per share) for 5% of Uscom Ltd - Option to purchase additional 2m shares at $0.375

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Key Financial Achievements

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$1,613k
$ -599
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FY 09 Business Milestones

• Jul 2008 – Renewed agreement with Pacific Medical Systems

• Aug 2008 – Received USA patent for Oxycom product

• Dec 2008 – Agreement signed with Spacelabs Healthcare Inc.

• • Jan 2009 – Received USA patent for Echoscope product

• Feb 2009 – Launched the Spacelabs Healthcare unit at SCCM

• Feb 2009 – Completed USA sales training

• Mar 2009 – Completed European sales training

• Jun 2009 – First quarter of positive cash flow from operating activities

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Review of Operations

Cash position As at 30 September the cash balance was $1.51M Since then the SPP has added $1.13M

Budget 09/10

First quarter results were in line with budget which provides for the ramp up of marketing activity through Spacelabs and the additional costs that this entails. We have agreements in place with our distribution partners that forecast good growth in the coming years.

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USCOM – Investment

SPP

• Offer to existing shareholders to purchase up to $15,000 worth of shares at $0.63

• • Raised $1.13M

Use of Funds

• Increase our capability to support our global distribution partners

o

Spacelabs Healthcare

• Pacific Medical Systems in Asia

o LEA Medizintechnik in Germany and Turkey o Develop partnership opportunities in Japan

• Develop market opportunity in;

o

• Electrophysiology sector

o Heart failure o Hypertension

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Review of Operations

Development

• Connectivity with other devices

• Upgrade hardware elements

• Size and cost reduction

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Clinical

• Developing a team of clinical support specialists in the USA

• Improving Training and Education materials

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Review of Operations

Marketing

• Research new market opportunities

• Developing partnerships in new markets

• Continue to provide KOL support to our marketing partners

• New resources to drive relationships in key markets

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Review of Operations

Uscom’s plan for remainder of 2010 FY;

• Support our strategic partners globally to grow revenue

• Build USA presence

• Research opportunities in EP and Hypertension markets

• Develop IP to create product for these markets

• Identify partnership opportunities in new markets

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USCOM – Summary

• Medical device Company with emerging “gold standard”

• heart monitor with multiple clinical applications

• 70% revenue growth last fin. year, cash flow break even

• in Q4 2009, and ready to rapidly grow sales through our US based global partner

• Further cremental growth opportunities with development

• of additional markets and products

• GFC impact on end user hospital demand is uncertain,

• but early indications are for strong take-up

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Rob Phillips Chairman

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Accounts and Resolutions

Information relating to the Financial Accounts and Resolutions were included in the Notice of Meeting, dated 2[nd] October 2009

Financial Accounts discussion and adoption Resolution 1 – Re-election of Roman Zwolenski Resolution 2 – Remuneration report

QUESTIONS?

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Adoption of Accounts

Financial Accounts discussion and adoption

“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 2009.” QUESTIONS?

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Resolutions

ALLOCATION OF PROXIES:

The Chairman intends to vote in favour of all resolutions.

FOR AGAINST OPEN 1. Re-election of Roman Zwolenski2,233,003 0 283,842 2. Remuneration report 2,100,290 295,746 115,033

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Resolutions

Resolution 1 – Re-election of Roman Zwolenski To consider and, if thought fit, to pass the following ordinary resolution of the Company:

‘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.’

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Resolutions

Resolution 2 - Remuneration Report To consider and, if thought fit, to pass the following non-binding resolution of the Company: ‘That the Remuneration Report be adopted’.

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www.uscom.com.au

Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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AGM Presentation - Text 4[th] November 2009

Slide 1:

Slide 2:

My name is Rob Phillips. I am the Chairman and Director of Clinical Science at Uscom and I’d like to welcome you to the AGM of Uscom Ltd.

Slide 3:

On behalf of my fellow directors, Mr Paul Butler, Mr Bruce Rathie and Mr Roman Zwolenski, thank you for your attendance.

Prior to the meeting, we had received Proxies representing 2,513,657 shares, being approximately 6% of the ordinary shares in Uscom Limited. I would also note that the Uscom Auditors, PKF are in attendance.

Slide 4:

Today’s meeting will begin with a Chairman’s update, the CEO review of operations, the presentation of the financial accounts, followed by the presentation of the resolutions and then general discussion.

Slide 5:

Before proceeding with the Chairman’s Report, I would like to express my sincere thanks to the directors, management and staff of Uscom who continue to work with commitment and enthusiasm to drive Uscom toward our goal of being an important global medical device Company.

Slide 6:

For Uscom 2009 has been a year of focussing on goals and achieving them. At the 2008 AGM we articulated a strategic course for our Company and we are pleased to update investors of our results for the 2009 Financial year. Our focus

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Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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on profitability resulted in an increase in revenue of 70%, despite the GFC and much of last year being devoted to establishing the new Spacelabs partnership. Our intention to develop a global marketing partnership resulted in the signing of a partnership with Spacelabs Healthcare covering nearly 75% of the world market. Our goal to develop standards of clinical care statements resulted in 6 major academic endorsements. Our pursuit of global adoption has now resulted in approximately 250 installations worldwide. These achievements are a product of a focused and committed approach to strategy and management articulated at our AGM last year. We believe these results and a continuation of this strategy has our Company well positioned for rapid growth coming out of the GFC.

Slide 7:

The execution of our partnership with the US major Spacelabs Healthcare marks a new phase in the evolution of our Company. Essentially 2009 was devoted to the establishment of this partnership. Buiilding this partnership involved develping the structure of the relationship and the terms of the agreement, and then developing the support and training materials for the US, South and Central America, Europe, Middle East and the Asia Pacific region. We then conducted the training for the near 60 sales representatives in these regions. The Spacelabs partnership is now positioned to be the commercial driver for organic growth in the coming years as we collaborate to develop and exploit the in hospital USCOM market. This partnership will shift us from an Australian start up to a significant global device Company with much of our on going resources focused on growing this important relationship and developing new opportunities that may emerge within the partnership.

Slide 8:

As a result of the Spacelabs marketing partnership, and our Pacific Mecial Systems partnership in China and South East Asia, and our LEA Medizintechnik distribution in Germany and

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Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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Turkey, Uscom now has near total global sales coverage, and access to in excess of 80 specialised USCOM sales people worldwide. These partnerships are providing a salesand revenue platform for organic growth in the important “in hospital” market.

Slide 9:

There are now in the order of 250 USCOM units installed world wide, and this number continues to increase as new centres adopt this technology and established users expand into new applications. This market presence indicates a significant user base and marks the transition of USCOM technology from validation phase to early global adoption, and positions us well for the growth opportunities our new global sales team offers.

Slide 10:

Science remains central to our opportunity, and publications and presentations from around the world continue to endorse USCOM technology. There are now over 135 USCOM publications in total, with 17 papers and 29 articles published this reporting year alone. This evidence builds the academic foundation for adoption, and supports our claims for reimbursement worldwide.

Slide 11:

Importantly we now have standards of care statements in 6 major applications for USCOM including use of fluids, ICU/PAC, Pediatric sepsis, Organ procurement, Liver transplantation and Pacemakers. This evidence suggests that, if fully eploited, USCOM has the opportunity to improve medical practice across a wide range of clinical disciplines.

Slide 12:

One of the most common interventions in critical care medicine is transfusion of fluid, yet management of this procedure remains controversial and often ineffectivel. This publication from the University of Washington found that

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Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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USCOM was twice as effective for determining appropriate fluid management as the current invasive method, and recommended routine use of USCOM when administering fluid. This study alone has the potential to change ICU and ED care, improving patient outcomes and reducing total fluid transfusions worldwide by a half and saving vital health care dollars.

Slide 13:

USCOM now has publications in nearly 20 separate clinical applications, many of which are discrete markets and it is from these new applications that will emerge the future incremental growth opportunities for our Company.

Slide 14:

Uscom continues to build IP and now holds 24 patent applications, and 18 granted patents in 11 different applications, with 2 new patents last reporting year. IP provides the platform from which new products and devices can be developed and represents shareholder value not accounted for in balance sheets.

Slide 15:

Having established high levels of scientific credibility and put in place global marketing access, the opportunities for the year ahead are considerable. Our priority is to focus on driving the organic growth of the ”in hospital” market by supporting and promoting our global marketing partners. This year we also intend to focus on the opportunities provided by the many undeveloped market sectors in which USCOM has proven application but no representation. These incremental business opportunities will be developed through new multi-sector marketing partnerships and will generate new revenue streams in the years to come as Uscom applications are developed in Electrophysiology, Heart Failure and Hypertension, and Drug and Medical research and a constellation of smaller niche markets.

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Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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Slide 16:

The year ahead for Uscom looks bright and characterised by rapid growth, however there are risks in these projections. For this year the US recovery remains unpredictable, and while we are confident of our customer support, the time from order to receipt may be slower than anticipated. Additionally the opportunity for new sector partnerships may be damped as the global majors consolidate their balance sheets as they emerge from the GFC.

On the other hand USCOM is well resourced with a rapidly increasing cash flow, and will benefit from the improving global financial outlook as world economies recover from the GFC. There is also developing an increasing body of proof of the medical usefullness of USCOM combined with a global shift to cost-effectiveness analysis which will result in our technology being recognised as an emerging standard of care. We are well positioned for significant organic growth from our Spacelabs, Pacific Medical Systems and LEA partnerships. Additionally there also exist opportunities for incremental revenue growth with partnerships in market sectors such as Electrophysiology, Heart Failure, Hypertension and drug monitoring and evaluation.

Slide 17:

2009 has been a year in which our committed and focused approach to strategy and management has shifted our business significantly. For 2010 we will continue this disciplined and focused approach as we continue to develop the USCOM science and consolidate the established market opportunities in a challenging global economic environment. We will also explore and develop any incremental growth opportunities in unexploited clinical applications.

This remains an exciting time for our Company. We are well positioned for rapid growth in the near future, with an abundance of strategic opportunity and I look forward to the the year ahead and thank shareholders for their on going support.

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Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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Slide 18:

I would now like to introduce my colleague, Mr Paul Butler to present the Chief Executive’s report.

Slide 19:

Thank you Rob. I will now provide you with a Review of Uscom’s Operations. Last Financial Year was a very positive one for Uscom with the achievement of significant goals and objectives.

This was reflected in the growth in revenue up to $1.6M from $0.96M the previous year. Pleasingly we were able to reduce our cost base at the same time, $3.1M down from $3.5M. Key factors that drove these results were, our partnership with Spacelabs Healthcare (SLHC) which contributed significantly to our revenue position and reducing employment expenses in specific areas which helped keep cash consumption to a minimum. Whilst doing this we focussed resources on achieving a partnership agreement and continued our marketing presence at the key conferences. We continued to look at ways that we could improve our product. This included training and education as well as product features that improved the match with customer needs.

Slide 20:

These are strategies that management have been putting in place over the last 3 years and in aggregate have resulted in solid improvement in overall financials.

Slide 21:

At last years AGM we stated that we were committed to achieving a strategic distribution agreement in the North American market that would allow Uscom to proceed towards profitability. We were successful in achieving this relationship and we are now working very closely with SLHC to achieve mutual commercial success from the deal.

SLHC are a developer, manufacturer and distributor of medical equipment and services, the USCOM 1A is a very

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Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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good fit into their product offering. Uscom has partnered with SLHC in North and South America, Europe, Middle East, Africa, India and Australia for the in hospital market.

In addition to the distribution arrangement with SLHC we also completed a share placement with their parent company, NASDAQ listed OSI Systems. This is indicative of the support for the Uscom opportunity that exists through the entire organisation.

Slide 22:

Through ongoing market activity, cash control and our partnership with SLHC, Uscom is progressing. Revenue is increasing and we are requiring less cash to achieve this growth.

Slide 23:

Some other business milestones last financial year included; a renewed distribution agreement with our partner in Asia, Pacific Medical Systems. Granting of a US patent for our Oxycom and Echoscope products, which will help us leverage into additional markets. The Global launch of the Spacelabs USCOM throughout the SLHC distribution channel.

Slide 24:

We are now growing to support SLHC to ensure that we achieve success in the marketplace through this partnership. Cash as at the end of September 2009 was $1.5M and we have subsequently raised an additional $1.1M through the Share Purchase Plan (SPP). I would like to thank shareholders for their participation in the SPP and their ongoing support.

Slide 25:

As mentioned the SPP raised $1.13M which will be used to advance the marketing of the USCOM 1A through our distribution partners. We will also be able to more actively pursue market opportunities in key growth markets such as Electrophysiology and Hypertension. Work in these areas has

The measure of life .

Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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commenced and we are well supported by patented IP in some of these areas.

Slide 26:

The technology group has kept the USCOM 1A current and have investigated and developed improvement pathways to move us towards the next generation of products.

They are working on a connectivity project with SLHC which will allow the USCOM 1A to communicate with their management software. They are also developing the hardware to improve manufacturability, reduce cost and address new market opportunities.

Our clinical marketing team are continuing to work with Key Opinion Leaders (KOL’s) to promote the utility of the USCOM 1A and to improve education and training materials. The breadth of training materials that we have developed was well utilised during the launch of the product through the SLHC sales channels and in bringing on additional clinical support specialists across the USA. We now have a team of 5 per diem clinical specialists who support sales and training activities with SLHC. We are looking to expand this further over the coming months.

Slide 27:

In addition to having a marketing presence at the major conferences we are initiating market research to better define new market opportunities. In conjunction with developing partnership opportunities in these markets, namely electrophysiology and hypertension we work closely with our distribution partners and are able to have KOL’s support our product with potential end users. We are building our resource to drive these relationships in these emerging markets.

Slide 28:

We are now working on multiple strategies to help grow the business; supporting all our distribution channels, with management visits, clinical support and KOL endorsements.

The measure of life .

Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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We are building our presence in the USA and researching opportunities in the Electrophysiology and Hypertension Markets.

Our technology group are developing products to meet the identified needs as we develop strategic opportunities for entering these markets.

Slide 29:

As I Stated in our Annual report, our progress last year has positioned us well for growth this year, we will maintain tight control on our cost base whilst providing all necessary support for our partners. As we build revenues through expanded market coverage we will be able to increase our efforts in identifying and developing additional market opportunities.

I will now hand back to Rob.

Slide 30:

Thank you Paul.

I would now like to move on to the next items on the agenda.

Slide 31:

Information relating to each of the Financial Accounts and the two resolutions were included in the Notice of Meeting dated 2[nd] October 2009.

Discussion and adoption of Accounts

The first resolution relates to the re-election of Roman Zwolenski as a director.

The second resolution relates to the remuneration report of the Company.

Followed by general discussion and questions.

Slide 32:

The USCOM financial accounts were included in the Notice of Meeting dated 2[nd] October 2009.

I would now like to open the floor for discussion of the accounts and respond to any questions.

The measure of life .

Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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If there are no further questions could some one move for the adoption of Accounts.

Slide 33:

The following is the allocation of Proxies relating to each of the resolutions.

1. Election of Roman Zwolenski For 2,233,003 Against 0 Open 283,842

2. Remuneration report For 2,100,290 Against 295,746 Open 115,033

Slide 34:

Resolution 1 – Re-election of Roman Zwolenski

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

‘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.”

Slide 35:

Resolution 2 - Remuneration Report

To consider and, if thought fit, to pass the following nonbinding resolution as an ordinary resolution of the Company: ‘That the Remuneration Report be adopted’.

Slide 36:

That finishes the formal agenda for this meeting and I would like to open the meeting for questions and any further discussion. If there are no further matters for discussion I would like to thank you all for you attendance and adjourn the meeting.

The measure of life .