USCOM LIMITED — AGM Information 2011

Oct 12, 2011

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 2011

Annual General Meeting

Notice is hereby given that the eighth Annual General Meeting of members of Uscom Ltd (the Company) will be held at 11:30am on Tuesday 8 November 2011 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 2011.

Resolution 1: Election of Director – Mr Phil Kiely

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

"That Mr Phil Kiely, a Director having been appointed since the last AGM, retires in accordance with Rule 6.2(c) of the Company’s Constitution and, being eligible for re-election, be re-elected as a Director of the Company."

Resolution 2: Election of Director – Mr Jochen Bonitz

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

"That Mr Jochen Bonitz, a Director having been appointed since the last AGM, retires in accordance with Rule 6.2(c) of the Company’s Constitution and, being eligible for re-election, be re-elected as a Director of the Company."

Resolution 3: Election of Director – Mr Rob Phillips

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

"That Mr Rob Phillips retires by rotation in accordance with Rule 6.4 of the Company’s Constitution and, being eligible for re-election, be re-elected as a Director of the Company."

Resolution 4: Adoption of Remuneration Report for the year ended 30 June 2011

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.

Voting by key management personnel

In accordance with section 250R of the Corporations Act, a vote on Resolution 4 must not be cast by or on behalf of a director or member of the key management personnel (details of whose remuneration are included in the Remuneration Report) or a closely related party of such director or member. However, such a person may vote on the resolution if the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of such a person.

By order of the Board

Daniel Fah

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Company Secretary Sydney, 4 October 2011

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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 11:30am on Tuesday, 8 November 2011.

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 2011 will be presented for consideration.

The 2011 Annual Report is available on the Company website http://www.uscom.com.au

Shareholders should note that the Financial Statements and Reports will be received in the form presented. It is not the purpose and there is no requirement either in the Corporations Act 2001 (Cth) ( Corporations Act ) or in the Constitution of the Company for shareholders to approve the financial report, the directors' report or the auditor's report of the meeting or that the Financial Statements and Reports be accepted, rejected or modified in any way.

Resolution 1: Election of Director: Mr Phil Kiely

Mr Kiely was appointed as a Director of the Company on 22 December 2010. Under Rule 6.2(c) of the Company’s Constitution Mr Kiely is required to stand for election at the next AGM following his appointment.

Mr Kiely has over 25 years in the ICT sector working in leading global companies most recently establishing an investment company, Matrix Capital Corporation, which has developed and commercialised innovative product & services organisations. Prior to Matrix Mr Kiely spent seven years at Oracle Corporation, the world’s largest database company. He was CEO for Australia and New Zealand and his last role at Oracle was as Vice President Oracle Online, Asia Pacific. Prior to joining Oracle, Mr Kiely was one of the pioneers of IT outsourcing in Australia. He held positions as General Manager, Continuum Australia later acquired by CSC and General Manager, Computations.

Resolution 2: Election of Director: Mr Jochen Bonitz

Mr. Bonitz was appointed as a Director of the Company on 4 January 2011. Under Rule 6.2(c) of the Company’s Constitution Mr Bontiz is required to stand for election at the next AGM following his appointment.

Mr Bonitz holds a Bachelor of Science degree from the University of NSW and a MBA from the Australian Graduate School of Management. Mr Bonitz is a former Director at KPMG Corporate Finance with over 20 years experience in the technology sector spanning a career in programming, consulting and Mergers & Acquisitions advisory. Having focused initially in the technical field and consulting at Logica and IBM, Mr Bonitz started and developed a communication company which he merged into Pacnet where he was then the CEO for the Australian subsidiary. He later worked with the Commonwealth Bank and at KPMG as a corporate M&A adviser with a specific focus on the ICT and telecoms sectors. Whilst at KPMG Mr. Bonitz ran several National Broadband Network (NBN) advisory projects for the Commonwealth Government and had a key role in the most recent NBN Implementation Study

Resolution 3: Election of Director: Mr Rob Phillips

In accordance with Rule 6.4 of the Company’s Constitution, Mr Phillips retires by rotation and, being eligible, offers himself for reelection.

Mr Phillips is the founder of Uscom Ltd, and took the Company to IPO in 2003. Mr Phillips has over 20 yrs in executive corporate management. He has a Master of Philosophy in Medicine from The University of Queensland and is currently completing his PhD. He is an Australian Post Graduate Award recipient and was a finalist in the Time-CNN World Health and Medicine Technology Awards in 2004. Mr Phillips has pioneered novel clinical approaches to cardiovascular assessment having authored over 30 patents and patent applications and is an internationally recognised teacher and examiner in the field of echocardiography.

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 10 to 15 of the 2011 annual report.

Resolution 4 provides the Company's shareholders with the opportunity to vote on the Company’s Remuneration Report. Under Section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to the vote at the Annual General Meeting and, under section 250SA of the Corporations Act, the Chairman must allow the Company's shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

The Remuneration Report:

• (a) explains the Board's policies in respect of the nature and level of remuneration paid to directors and senior management of the Company;

• (b) discusses the link between the Board's policies and the Company's performance;

• (c) explains why the performance conditions were chosen and how performance is measured against them;

• (d) sets out the remuneration details for each director and each member of the Company's senior management team; and

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(e) makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives and executive directors.

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

As a result of changes to the Corporations Act becoming effective on 1 July 2011:

• (a) members of the key management personnel whose remuneration details are included in the Remuneration Report (and any closely related party of those members) are not permitted to vote on a resolution to approve the Remuneration Report, and

• (b) if the vote to approve the Remuneration Report receives a "no" vote by at least 25% of the votes cast, this will constitute a "first strike".

Where a "first strike" occurs at this 2011 Annual General Meeting:

• (a) the Company's subsequent remuneration report (in other words, the Company's remuneration report to be included in the 2012 Annual Report) must include an explanation of the Board's proposed action in response to the "no vote" or an explanation of why no action has been taken, and

• (b) if the Company's subsequent remuneration report also receives a "no vote" at the 2012 Annual General Meeting of at least 25% of the votes cast, then shareholders at the 2012 Annual General Meeting will be asked (at that 2012 Annual General Meeting) to vote on whether or not the Company is to hold another general shareholder's meeting (within the following 90 days) to vote upon a "spill resolution" under section 250V of the Corporations Act.

Due to the recent changes to the Corporations Act (described above) the Board abstains from making a recommendation in relation to Resolution 4.

Voting by key management personnel

In accordance with section 250R of the Corporations Act, a vote on Resolution 4 must not be cast by or on behalf of a director or member of the key management personnel (details of whose remuneration are included in the Remuneration Report) or a closely related party of such director or member. However, such a person may vote on the resolution if the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of such a person.

Proxies

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

Postal address: Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Fax number: (02) 9290 9655 Online: www.boardroomlimited.com.au/vote/uscomagm2011

No later than 11:30 am Sydney time on Sunday 6 November 2011. A proxy form is provided with this notice.

Uscom Ltd. Sydney, 4th October 2011

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Uscom Limited ABN 35 091 028 090

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Name and Address

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty 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 11:30 am Sunday 6[th] November 2011

TO VOTE ONLINE

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.

Reference Number: Please note it is important you keep this confidential

STEP 1 : VISIT www.boardroomlimited.com.au/vote/uscomagm2011 STEP 2: Enter your holding/Investment type STEP 3: Enter your Reference Number and VAC:

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 have 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.

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.

STEP 2 Voting Directions to your Proxy

You can tell your 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 3 Sign the Form

The form must be signed 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 11.30 am on Tuesday, 8[th] November 2011 . 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:

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

BY FAX - + 61 2 9290 9655

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

Vote online at:

www.boardroomlimited.com.au/vote/uscomagm2011 or turnover to complete the Form �

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Uscom Limited

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## **STEP 1 - Appointment of Proxy** I/We being a member/s of **Uscom Limited** and entitled to attend and vote hereby appoint the Chairman of the Meeting (mark with an **OR** ‘X’) **==> picture [184 x 40] intentionally omitted <==** 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 Advisers, Level 10, 1 Margaret Street, Sydney NSW 2000 on Tuesday the 8th of November 2011 at 11:30 am** 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. If the Chairman 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 in respect of resolutions 1 to 4 please mark this box. _By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman 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 Chairman of the Meeting 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. By marking this box I/we acknowledge the Chairman of the Meeting can exercise my/our proxy even though he has an interest in the outcome of the resolution and unless a specific voting direction has been specified below, the Chairman of the Meeting is directed to vote in accordance with his voting intention as set out below._ _**The Chair will vote all undirected proxies in favour of resolution 4**_ ## **STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions** **==> picture [472 x 121] intentionally omitted <==** **----- Start of picture text -----**
Ordinary Business For Against Abstain*
Resolution 1 Election of Mr Phil Kiely as a director of the Company
Resolution 2 Election of Mr Jochen Bonitz as a director of the Company
Resolution 3 Election of Mr Robert Phillips as a director of the Company
Resolution 4 Adoption of the Remuneration Report for the year ended 30 June 2011
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In addition to the intentions advised above, 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. **==> picture [487 x 101] intentionally omitted <==** **----- Start of picture text -----**
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 / / 2011
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