USCOM LIMITED — AGM Information 2012

Oct 4, 2012

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 2012

Annual General Meeting

Notice is hereby given that the ninth Annual General Meeting of members of Uscom Ltd (the Company) will be held at 10:30am on Wednesday 7 November 2012 at Suite 1, Level 7, 10 Loftus 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 2012.

Resolution 1: Election of Director – Mr Christian Bernecker

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

"That Mr Christian Bernecker, 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 – Ms Sheena Jack

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

"That Ms Sheena Jack, 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: Adoption of Remuneration Report for the year ended 30 June 2012

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 Company but will be recorded for the purposes of section 250U of the Corporations Act.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3:

• (a) by or on behalf of a member of the ‘key management personnel’[1] (KMP) whose remuneration is included in the Remuneration Report;

• (b) by or on behalf of a closely related party[2] (such as close family members and any controlled companies) of a member of KMP whose remuneration is included in the Remuneration Report; or

• (c) as a proxy of any of the above.

However, the Company need not disregard a vote cast on Resolution 3 if it is cast as a proxy for a person who is entitled to vote;

• in accordance with the directions (For, Against or Abstain) on the proxy appointment; or

• it is cast by the person chairing the meeting, and;

• the proxy appointment does not specify how the proxy is to vote; and,

• the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

1 ‘key management personnel’ has the meaning as defined in Section 9 of the Corporations Act 2001.

2 ‘closely related party’ has the meaning as defined in Section 9 of the Corporations Act 2001.

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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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Resolution 4: Ratification of Private Placement of Shares

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

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 2 million shares at an issue price of $0.075 on 2 July 2012 and 5.8 million shares at an issue price of $0.12 per share on 4 September 2012 to the persons identified, and on the terms described, in the Explanatory Statement which forms part of this Notice of Meeting is approved.”

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by any person who participated in the issue and any associates of those persons.

However, the Company need not disregard a vote if:

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

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

Resolution 5: Approval of Private Placement of shares

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

“That, for the purposes of ASX Listing Rule 7.1,, and for all other purposes, the issue of 2,884,997 fully paid ordinary shares at a price of $0.12 per share to the persons identified, and on the terms described, in the Explanatory Statement which forms part of this Notice of Meeting is approved.”

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 5 by any participant in the issue, any person who might obtain a benefit if the resolution is passed and any associates of those persons.

However, the Company need not disregard a vote if:

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

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

Resolution 6: Approval of issue of shares to Sheena Jack

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 350,000 fully paid ordinary shares at a price of $0.12 per share to Sheena Jack, or her nominee, on the terms described in the Explanatory Statement which forms part of this Notice of Meeting is approved.”

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 6 by Sheena Jack and any associates of that person.

However, the Company need not disregard a vote if:

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

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

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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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Resolution 7: Additional Share Issue Capacity under Listing Rule 7.1A

To consider and, if thought fit, pass the following resolution as a special resolution:

"That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 7 by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. At this point in time, there are no potential allottees to whom shares may be issued under this resolution.

However, the Company need not disregard a vote if:

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

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

Resolution 8: Approval of issue of Options to Rob Phillips

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

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, the issue of 3,000,000 options to Mr Rob Phillips on the terms described in the Explanatory Statement which forms part of this Notice of Meeting is approved."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 8:

• (a) by a member of the KMP as a proxy for a person who is entitled to vote;

• (b) by a closely related party of a member of KMP as a proxy for a person who is entitled to vote;

• (c) by Mr Rob Phillips or any associate of Mr Rob Phillips.

However, the Company need not disregard a vote cast on Resolution 8 if it is cast as a proxy for a person who is entitled to vote;

• in accordance with the directions (For, Against or Abstain) on the proxy appointment; or

• it is cast by the person chairing the meeting, and;

• the proxy appointment does not specify how the proxy is to vote; and,

• the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP; and,

• there is a direction on the proxy form to vote as the proxy decides.

By order of the Board

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Tom Rowe Company Secretary Sydney, 5 October 2012

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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 10:30am on Wednesday, 7 November 2012.

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 2012 will be presented for consideration.

The 2012 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 Christian Bernecker

Mr Bernecker was appointed as a Director of the Company on 25 November 2011. Under Rule 6.2(c) of the Company’s Constitution Mr Bernecker is required to stand for election at the next AGM following his appointment.

Mr Bernecker has experience as a Corporate Executive and Non Executive Director with a background of capital management and investment across a range of companies including life sciences in listed and unlisted entities. Christian is a member of the Institute of Chartered Accountants and holds a Bachelor of Commerce degree.

Resolution 2: Election of Director: Ms Sheena Jack

Ms Jack was appointed as a Director of the Company on 25 November 2011. Under Rule 6.2(c) of the Company’s Constitution Ms Jack is required to stand for election at the next AGM following his appointment.

Ms Sheena Jack is currently the Chief Financial Officer of HCF and has 26 years experience as a finance professional and corporate executive. Sheena has had experience across a range of corporate organisations including ASX listed, Government and not for profit and in both mature and start up businesses. Sheena has significant experience in mergers and acquisitions, business integration, strategy development and implementation, capital markets and organisational transformation. Sheena is a Chartered Accountant and a graduate member of the Australian Institute of Company Directors.

Resolution 3: 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 13-17 of the 2012 annual report.

Resolution 3 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

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

If a "first strike" occurs at this 2012 Annual General Meeting and the Company's subsequent remuneration report also receives a "strike" at the 2013 Annual General Meeting of at least 25% of the votes cast, then shareholders at the 2013 Annual General Meeting will be asked (at that 2013 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.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this resolution.

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Resolution 4: Ratification of Private Placement of Shares

Under ASX Listing Rule 7.1, a company must obtain shareholder approval if it wants to issue more than 15% of its equity securities. ASX Listing Rule 7.4.2 provides that shareholders may approve an issue of securities after the fact so that the securities issued are regarded as having been made with approval for the purpose of Listing Rule 7.1.

Accordingly, Resolution 4 is seeking ratification for the 2 million shares issued on 2 July 2012 and the 5.8 million shares which were issued on 4 September 2012 without Shareholder approval. The issue of these shares was within the 15% limit permitted by ASX Listing Rule 7.1. The Company is seeking approval for the purpose of ASX Listing Rule 7.4 so that the Company will have the flexibility to issue further securities under ASX Listing Rule 7.1 if the need arises in the next 12 months.

For the purposes of ASX Listing Rule 7.5, the following information is provided:

• The shares set out below were issued to the following investors at $0.12 per share:

Investor	No of shares issued
Dr Stephen Frederick Woodford	4,015,003
Invia Custodian Pty Limited	400,000
Mr Paul Davies	208,333
Gemek Investments Pty Ltd	100,000
Dr James Lawrence Cowlishaw + Mrs Helen Margaret Cowlishaw	125,000
Mr George Dimitropoulos + Ms Penny Dimitropoulos	166,666
Rogers Super Pty Limited	166,666
JMN Services Pty Ltd	208,333
Dr Roger Dudley Williams + Mrs Janet Lavender Williams	208,333
Mr Robert Gordon Wright + Ms Michelle Lisa Wright	41,666
Eastbourne Road Pty Limited	160,000

• The shares set out below were issued to the following investor at $0.075 per share:

Investor	No of shares issued
Stream Group Holding Pty Ltd	2,000,000

• The shares are ordinary fully paid shares in the capital of the Company.

• The funds raised through the placements were used to supplement working capital.

• A Voting Exclusion Statement is set out under the Resolution in the Notice of Meeting.

The Directors recommend Shareholders vote in favour of this Resolution.

Resolution 5: Approval of Private Placement

Under ASX Listing Rule 7.1, a company must obtain shareholder approval if it wants to issue more than 15% of its equity securities. Accordingly, Resolution 5 is seeking approval for issue of 2,884,997 fully paid ordinary shares at a price of $0.12 per share to investors exempt from disclosure under Section 708 of the Corporations Act 2001 on the terms described below.

For the purposes of ASX Listing Rule 7.3, the following information is provided:

• The shares will be issued not later than 3 months after the date of the meeting.

• The shares will be issued at a fixed price of $0.12 per share.

• The shares will be issued to the investors (or their nominee) and in the amounts below:

Investor	No of shares to be issued
Dr Stephen Frederick Woodford	1,784,997
Link Traders Aust (Pty) Ltd	1,000,000
International Technology Group Pty Ltd	100,000

• The shares to be issued are ordinary fully paid shares in the capital of the Company.

• Any funds raised from this issue will contribute towards additional working capital of the Company.

• A Voting Exclusion Statement is set out under the Resolution in the Notice of Meeting.

The Directors recommend Shareholders vote in favour of this Resolution.

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Resolution 6: Approval of issue of shares to Sheena Jack

Under ASX Listing Rule 10.11 a company must obtain shareholder approval if it wants to issue securities to a Director or an associate of a Director. Accordingly, Resolution 6 is seeking approval for issue of 350,000 shares to Sheena Jack or her nominee.

If approval is provided under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

For the purposes of ASX Listing Rule 10.13, the following information is provided:

• The shares to Sheena Jack will be issued not later than 1 month after the date of the meeting.

• The shares will be issued at a fixed price of $0.12 per share.

• The shares to be issued are ordinary fully paid shares in the capital of the Company.

• Any funds raised from this issue will contribute towards additional working capital of the Company.

• A Voting Exclusion Statement is set out under the Resolution in the Notice of Meeting.

The Directors, with Sheena Jack abstaining, recommend Shareholders vote in favour of this Resolution.

Resolution 7: Additional Share Issue Capacity under Listing Rule 7.1A

The recently introduced ASX Listing Rule 7.1A enables mid to small cap listed companies to seek shareholder approval by special resolution to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue by way of placements over a 12 month period. This is in addition to the existing 15% placement capacity permitted by ASX Listing Rule 7.1.

Accordingly, Resolution 7 is seeking approval of ordinary shareholders by special resolution for issue of such number of equity securities as calculated under the formula in ASX Listing Rule 7.1A.2, at an issue price as permitted by ASX Listing Rule 7.1A.3 to such persons as the Board may determine, on the terms as described in this Explanatory Statement.

A company is eligible to seek shareholder approval for this additional placement capacity if it satisfies both of the following criteria at the date of the AGM:

(a) have a market capitalisation of $300 million or less; and

(b) not included in the S&P/ASX 300 Index.

The Company currently satisfies both the above criteria, and it is anticipated that it will satisfy both these criteria at the date of the Meeting as well.

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue equity securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company.

The Company, as at the date of the Notice, has on issue one class of quoted equity securities - fully paid ordinary shares.

(c) Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of equity securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

(A) plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

(B) plus the number of partly paid shares that became fully paid in the 12 months;

(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

(D) less the number of fully paid shares cancelled in the 12 months.

Note that A is has the same meaning in ASX Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

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E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue equity securities under ASX Listing Rule 7.1A is in addition to the entity's 15% placement capacity under ASX Listing Rule 7.1.

At the date of this Notice, the Company has on issue 59,924,488 Shares. If Resolutions 4, 5 and 6 are approved, and shares issued under Resolutions 5 and 6, the Company will have 63,159,485 Shares on issue and the capacity to issue:

• (i) 9,473,922 equity securities under ASX Listing Rule 7.1; and

• (ii) subject to Shareholder approval being sought under Resolution 7, 6,315,948 equity securities under ASX Listing Rule 7.1A.

The actual number of equity securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer above).

(e) Minimum Issue Price

The issue price of equity securities issued under ASX Listing Rule 7.1A must be not less than 75% of the VWAP of equity securities in the same class calculated over the 15 Trading Days immediately before:

• (i) the date on which the price at which the equity securities are to be issued is agreed; or

• (ii) if the equity securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the equity securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), or such longer period if allowed by ASX (10% Placement Period).

ASX Listing Rule 7.1A

The effect of Resolution 7 will be to allow the Directors to issue the equity securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 7 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Information required by ASX Listing Rule 7.3A

For the purposes of ASX Listing Rule 7.3A, the following information is provided:

• The minimum price at which the equity securities will be issued will be no less than 75% of the volume weighted average price for ordinary shares calculated over the 15 trading days on which trades are recorded immediately before:

• (a) the date on which the price at which the equity securities are to be issued is agreed; or

• (b) if the equity securities are not issued within 5 trading days of the date in paragraph (a), the date on which the equity securities are issued.

• If Resolution 7 is approved by Shareholders and the Company issues securities under the 10% Placement Facility, the existing ordinary shareholders face the risk of economic and voting dilution as a result of the issue of equity securities which are the subject of this resolution, to the extent that such shares are issued; including:

• (a) the market price of ordinary shares may be significantly lower on the issue date than on the date on which this approval is being sought; and

• (b) the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date or the equity securities may be issued as part consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the equity securities.

• The following table gives examples of the potential dilution of existing ordinary shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of the Notice.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues

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of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable “A” in Listing Rules 7.1A.2			Dilution
		$0.085 50% decrease in Issue Price	$0.17 Issue Price	$0.34 100% increase in Issue Price
Current Variable A 63,159,485 shares	10% voting dilution	6,315,948 shares	6,315,948 shares	6,315,948 shares
	Funds raised	$536,855.58	$1,073,711.16	$2,147,422.32
50% increase in current Variable A 94,739,227shares	10% voting dilution	9,473,922 shares	9,473,922 shares	9,473,922 shares
	Funds raised	$805,283.37	$1,610,566.74	$3,221,133.48
100% increase in current Variable A 126,318,970 shares	10% voting dilution	12,631,897shares	12,631,897shares	12,631,897shares
	Funds raised	$1,073,711.25	$2,147,422.49	$4,294,844.98

The table has been prepared on the following assumptions:

• (i) Resolutions 4, 5 and 6 are approved and the shares approved under Resolutions 5 and 6 are issued.

(ii) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

(v) The table shows only the effect of issues of Equity Securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.

(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

(vii) The issue price is $0.17, being the closing price of the Shares on ASX on 24 September 2012.

• If any of the ordinary shares being approved by this resolution are issued, they will be issued during the Placement Period, that is, within 12 months of the date the AGM i.e. by 7 November 2013 and the approval being sought by this resolution will cease to be valid if ordinary shareholders approve a transaction under ASX Listing Rules 11.1.2 or 11.2 prior to 7 November 2013.

• The equity securities will be issued for the purpose of raising working capital for the Company. A proportion of the shares may be issued for non-cash consideration and in such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) and 3.10.5A upon issue of any equity securities.

• There is no allocation policy for issues under this approval. Allocation will be subject to takeover thresholds.

• The Company has not obtained approval under ASX Listing Rule 7.1A previously.

• A Voting Exclusion Statement is set out under the Resolution in the Notice of Meeting. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

• Resolution 7 is a special resolution. For a special resolution to be passed, at least 75% of the votes cast by shareholders entitled to vote on Resolution 7 must be in favour of the resolution.

The Directors unanimously recommend that Shareholders vote in favour of this Resolution.

Resolution 8: Approval of Issue of Options to Rob Phillips

Under ASX Listing Rule 10.11 a company must obtain shareholder approval if it wants to issue securities to a Director or an associate of a Director. Accordingly, Resolution 8 is seeking approval for issue of 3,000,000 options to Mr Rob Phillips as a part of his reasonable remuneration as a Director and chief executive officer of the Company. If approved, the approval will apply to the issue of Options and the issue of shares on conversion of the Options.

If approval is provided under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

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The terms of the Options are as follows:

Term	4 years from date of issue
Issue Price	Nil
Exercise Price	$0.0595. This price was calculated as 85% of the last bid price on 31 January 2012.
Conversion	On exercise, each Option converts on a one for one basis into ordinary fully paid shares in the capital of the Company.
Performance Hurdle	1,000,000 of the options may only be exercised if the share price exceeds 12 cents. 1,000,000 of the options may only be exercised if the share price exceeds 24 cents. 1,000,000 of the options may only be exercised if the share price exceeds 36 cents.
Forfeiture Conditions	The Options will be forfeited is Mr Phillips resigns from employment with the Company or is terminated for cause. The Options will not be forfeited is Mr Phillips resigns from employment with the Company due to long term illness or his position is made redundant.
Vesting Dates	The Options will, subject to achievement of the Performance Hurdles and no occurrence of a Forfeiture Condition, vest and be exercisable upon payment of the exercise price as follows: 750,000 options 9 months after their issue. 750,000 options on each of 12, 24 and 36 months after their issue.
Early Vesting	In the event of a change of control of the Company all outstanding options will vest, regardless of achievement of the Performance Hurdle and shall not be subject to any Forfeiture Condition.
Further issues	If the Company makes an issue of shares or other securities, including equity securities convertible into shares (Further Issue), a holder of Options is not entitled to participate in such Further Issue unless the Options have been exercised on or before the relevant record date.
Reorganisations	If there is a reorganisation (including consolidation, sub-division, reduction or return) of the capital of the Company, the rights of each holder of Options issued will be changed to the extent necessary to comply with the Listing Rules applying to a re-organisation of capital at the time of the re-organisation (including the adjustment of the exercise price of the Option (if applicable) in accordance with Listing Rule 6.22).
Ranking	All shares issued pursuant to the exercise of Options will, subject to the constitution, rank in all respects (other than in respect of dividends, rights issues or bonus issues for which the record date for participation has passed) pari passu with the existing shares at the date of issue and allotment.
Quotation	The Options will not be quoted on ASX. The Company intends to apply to ASX for quotation of any shares acquired on exercise of the Options.

For the purposes of ASX Listing Rule 10.13, the following additional information is provided:

• The options will be issued not later than 1 month after the date of the meeting.

• Funds raised on the exercise of the Options are intended to be used for the working capital of the Company.

Section 208(1) of the Corporations Act provides that a public company must not, without the approval of the Company’s members, give a financial benefit to a related party unless an exception to the prohibition which are set out in sections 210 to 216 of the Corporations Act apply to the issue. As a Director of the Company, Mr Phillips is a related party of the Company for the purposes of section 228(2) Corporations Act. The issue of the Options will constitute the giving of a financial benefit to a related party for the purposes of section 229(3)(e) of the Corporations Act.

The Board has resolved that the grant of the Option constitutes reasonable remuneration within the meaning of section 211(1) of the Corporations Act as:

• the incentive represented by the issue of the Options is a cost effective and efficient incentive when compared to other forms of incentive; and,

• the primary purpose of the Options is to reward performance and provide an incentive to Mr Phillips. Given this purpose, the Directors do not consider that there is any opportunity cost or benefit foregone to the Company in granting the Options, the subject of this resolution.

Accordingly, shareholder approval is not required under section 208(1) of the Corporations Act.

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:

Fax number:

Boardroom Pty Limited

GPO Box 3993, Sydney NSW 2001 (02) 9290 9655

No later than 10:30 am Sydney time on Monday 5 November 2012. A proxy form is provided with this notice.

The Board has determined the date and time when a person must be on the Company register of members to attend and vote at the meeting to be 7.00pm (Sydney Time) on 5 November 2012

Uscom Ltd. Sydney, 5 October 2012

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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

FACSIMILE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

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.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.30 am (Sydney Time) MONDAY 5[th] NOVEMBER 2012

Reference Number:

Please note it is important you keep this confidential

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

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 10.30 am on Wednesday, 7[th] November 2012 . 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

Attending the Meeting

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

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.

USCOM LIMITED

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’)

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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 Suite 1, Level 7, 10 Loftus Street, Sydney, NSW 2000 on Wednesday, 7[th] November 2012 at 10.30 am (Sydney Time) 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. I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

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 resolution 8 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.

The Chair will vote all undirected proxies in favour of resolution 8

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

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Ordinary Business For Against Abstain
Resolution 1 Election of a Director – Mr Christian Bernecker
Resolution 2 Election of a Director – Ms Sheena Jack
Resolution 3 Adoption of Remuneration Report for the year ended 30 June 2012
Resolution 4 Ratification of Private Placement of Shares
Resolution 5 Approval of Private Placement of Shares
Resolution 6 Approval of Issue of Shares to Sheena Jack
Resolution 7 Additional Share Issue Capacity under Listing Rule 7.1A
Resolution 8 Approval of Issue of Options to Rob Phillips
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*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 / / 2012
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