USCOM LIMITED — AGM Information 2009

Oct 1, 2009

Uscom Limited ABN 35 091 028 090

Suite 1, 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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Notice of 2009

Annual General Meeting

Notice is hereby given that the sixth Annual General Meeting of members of Uscom Ltd (the Company) will be held at 10:00am on Wednesday 4 November 2009 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 2009.

Resolution 1: Re-election of Director

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

"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: Adoption of Remuneration Report for the year ended 30 June 2009

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

"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.

By order of the Board

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Daniel Fah Company Secretary

Sydney, 2 October 2009

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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 at 10:00am on Wednesday, 4 November 2009.

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 2009 will be presented for consideration.

The 2009 Annual Report is available on the Company website http://www.uscom.com.au

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 has over thirty years experience in Biomedical product development and sales. He has held senior management positions with multinational corporations in Australia and in Europe and has been Chief Executive Officer of two Australian ASX listed biotech product developers and was the Chairman of Anadis Ltd. Mr Zwolenski has a science degree and has been a fellow of the Australian Institute of Company Directors since 1995. He has served for more than eight years as a Non Executive director of several Australian public companies.

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

Resolution 2: 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 18 to 22 of the 2009 annual report.

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

Proxies

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

Postal address: Registries Limited GPO Box 3993, Sydney NSW 2001 Fax number: (02) 9290 9655

No later than 10:00 am Sydney time on Monday 2 November 2009. A proxy form is provided with this notice.

Uscom Ltd. Sydney, 2 October 2009

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Uscom Limited ABN 35 091 028 090

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FOR ALL ENQUIRIES CALL: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMLE +61 2 9290 9655

ALL CORRESPONDENCE TO: Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.00AM MONDAY 2 NOVEMBER 2009

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

STEP 3 Sign the Form

The form must be signed

In the spaces provided you must sign this form as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10.00am on Wednesday, 4 November 2009. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

BY MAIL - Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

STEP 2 Voting Directions to your Proxy

You can tell you Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

STEP 1 - Appointment of Proxy

I/We being a member/s of Uscom Limited and entitled to attend and vote hereby appoint

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the Chairman of
the Meeting
(mark with an OR
‘X’)
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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

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 at the Annual General Meeting of Uscom Limited to be held at PKF Chartered Accountants & Business Advisors, Level 10, 1 Margaret Street, Sydney NSW 2000 on Wednesday the 4[th] of November 2009 at 10.00am and at any adjournment of that meeting, to act 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.

STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions

Ordinary Business Resolution 1 Re-election of director – Mr Roman Zwolenski Resolution 2 Remuneration Report

For Against Abstain*

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

*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.

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STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date /
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