Company Announcement Friday, 16 th October, 2009 Melbourne, Australia

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1 Company Announcement Friday, 16 th October, 2009 Melbourne, Australia Notice of Meeting and Proxy Form Notice is given that the Annual General Meeting (AGM) of Clinuvel Pharmaceuticals Limited will be held on Wednesday, 18 th November, 2009 at the Condell Room, Melbourne Town Hall, Corner Collins and Swanston Streets, Melbourne, Victoria, Australia at 10.00am AEST. Please log onto to access the Notice of Meeting and Proxy Form. - End - About Clinuvel Pharmaceuticals Limited Clinuvel Pharmaceuticals Ltd is a leading and innovative Australian company focused on the development of afamelanotide, its proprietary first-in-class photoprotective drug. Clinuvel has identified five groups of patients with a clinical need for photoprotection. Currently, Clinuvel is in its final stages to complete testing of afamelanotide in Phase II and III trials in Australia and Europe. Clinuvel s ongoing focus is to demonstrate the safety and efficacy of afamelanotide. Clinuvel is currently testing afamelanotide in five clinical indications: Indication Description Clinical Trial Status Erythropoietic Protoporphyria (EPP) Absolute sun/uv intolerance Phase III trials started April 2007 Confirmatory Phase III trials Polymorphic Light Eruption (PLE / PMLE) Actinic Keratosis (AK) and Squamous Cell Carcinoma (SCC) in Organ Transplant Recipients (OTRs) Solar Urticaria (SU) Photodynamic Therapy (PDT) - systemic Severe sun/uv poisoning Skin cancer in transplant patients Acute anaphylactic reaction to sun/uv Phototoxicity following cancer treatment approved August 2009 Phase III trials started May 2007 Phase II trials started October 2007 Phase II trials reported July 2009 Phase II trials started September 2008 For more information contact: Lachlan Hay Head of Global Network and Communications Clinuvel Pharmaceuticals Limited T: E: investorrelations@clinuvel.com Clinuvel is an Australian biopharmaceutical company focussed on developing its photoprotective drug, afamelanotide for a range of UV-related skin disorders resulting from exposure of the skin to harmful UV radiation. Pharmaceutical research and development involves long lead times and significant risks. Therefore, while all reasonable efforts have been made by Clinuvel to ensure that there is a reasonable basis for all statements made in this document that relate to prospective events or developments (forward-looking statements), investors should note the following: actual results may and often will differ materially from these forward-looking statements; no assurances can be given by Clinuvel that any stated objectives, outcomes or timeframes in respect of its development programme for afamelanotide can or will be achieved; no assurances can be given by Clinuvel that, even if its development programme for afamelanotide is successful, it will obtain regulatory approval for its pharmaceutical products or that such products, if approved for use, will be successful in the market place Level 11 / 330 Collins Street T Melbourne, Victoria 3000 F Australia

2 THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTION If your are in doubt as to how to deal with it, please consult your financial or other professional adviser. CLINUVEL PHARMACEUTICALS LIMITED ACN NOTICE OF ANNUAL GENERAL MEETING 2009 AND EXPLANATORY MEMORANDUM DATE: WEDNESDAY, 18 NOVEMBER 2009 TIME: 10.00am PLACE: CONDELL ROOM MELBOURNE TOWN HALL CNR SWANSTON & COLLINS STREETS MELBOURNE, VICTORIA AUSTRALIA

3 CLINUVEL PHARMACEUTICALS LIMITED ACN ANNUAL GENERAL MEETING November 2009 NOTICE OF MEETING Notice is given that the 2009 Annual General Meeting of the members of Clinuvel Pharmaceuticals Limited ACN (Company) will be held: AT: the Condell Room, Melbourne Town Hall, Cnr Swanston and Collins Streets, Melbourne, Victoria, Australia ON: Wednesday, 18 November 2009 at 10.00am. ORDINARY BUSINESS Reports To table the financial statements of the Company together with the Directors report and auditors report for the year ended 30 June 2009 and to provide Shareholders with the opportunity to raise any issues or ask questions generally of the Directors and the Company s auditor concerning the financial statements or the business and operations of the Company. Ordinary Resolutions To consider and, if thought fit, to pass each of the following resolutions as ordinary resolutions: 1. Resolution 1 - Adoption of Remuneration Report That the remuneration report as set out in the Directors report for the year ended 30 June 2009 be adopted. Note: 2. The vote on this resolution is advisory only and does not bind the Company or its Directors. Resolution 2 - Resignation of Grant Thornton partnership as auditor and appointment of Grant Thornton Audit Pty Ltd as auditors of the Company That the Grant Thornton partnership resign as the Company s auditor and that the firm Grant Thornton Audit Pty Ltd (having been nominated by a member of the Company and consented in writing to act in the capacity of auditor) be appointed as auditor of the Company. 3. Resolution 3 - Re-election of Mr Stanley McLiesh That Mr Stanley McLiesh, a Director retiring by rotation in accordance with clause 57 of the Constitution of the Company, being eligible and having offered himself for re-election, be re-elected as a Director. 4. Resolution 4 - Re-election of Dr Helmer Agersborg That Dr Helmer Agersborg, a Director retiring by rotation in accordance with clause 57 of the Constitution of the Company, being eligible and having offered himself for re-election, be re-elected as a Director. 2

4 SPECIAL BUSINESS Ordinary Resolution To consider and, if thought fit, to pass the following resolution as an ordinary resolution: 5. Resolution 5 - Approve Conditional Performance Rights Plan That, for the purposes of and in accordance with Listing Rule 7.2 exception 9 and for all other purposes, any issue of securities made under the Conditional Performance Rights Plan ( Plan ) as set out in the Explanatory Memorandum accompanying and forming part of this Notice of Meeting be approved as an exception to Listing Rule 7.1. BY ORDER OF THE BOARD Darren Keamy Company Secretary 16 October 2009 VOTING EXCLUSION STATEMENT 1. Resolutions 1 4 No voting restrictions are applicable. 2. Resolutions 5 Pursuant to ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolutions 5 by any Director who is eligible to participate in any employee incentive scheme of the Company and any of their associates and their respective associates except as set out below. However, the Company need not disregard a vote if it is cast by a person: as proxy for a person who is entitled to vote and it is cast in accordance with the directions on the Proxy Form; or chairing the meeting as proxy for a person who is entitled to vote and it is cast in accordance with a direction on the Proxy Form to vote as the proxy decides. TERMS: Capitalised terms used in the Notice of Meeting (including the Resolutions) have, unless otherwise defined, the same meanings set out in the Explanatory Memorandum (which is included in and forms part of the Notice of Meeting). NOTES: The details of the Resolutions contained in the Explanatory Memorandum accompanying this Notice of Meeting should be read together with and form part of this Notice of Meeting. In accordance with regulation of the Corporations Regulations 2001 (Cth), all securities of the Company that are quoted securities at 7.00pm Melbourne time on 16 3

5 PROXIES: November 2009 are taken, for the purposes of the above meeting, to be held by the persons who held them at that time. Only those persons will be entitled to vote at the Annual General Meeting on 18 November A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member s voting rights. Neither proxy may vote on a show of hands. A proxy need not be a member of the Company. The form of proxy must be signed by the member or his attorney. Proxies given by corporations must be signed either under seal or under the hand of a duly authorised officer or attorney. If any Shareholders are unable to attend the Annual General Meeting, they are strongly urged to vote online at by following the instructions given on the website (or for intermediary online subscribers: or to complete the attached proxy form and return it by hand, facsimile or mail (to be received no later than 10.00am (Melbourne time) on Monday, 16 November 2009) to either of the following offices: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Facsimile number: (03) OR Clinuvel Pharmaceuticals Limited Level 11, 330 Collins Street Melbourne Victoria 3000 Facsimile number: (03) A form of proxy accompanies this Notice of Meeting. 4

6 CLINUVEL PHARMACEUTICALS LIMITED ACN ANNUAL GENERAL MEETING November 2009 EXPLANATORY MEMORANDUM PURPOSE OF INFORMATION The purpose of this Explanatory Memorandum (which is included in and forms part of the Notice of Meeting dated 16 October 2009) is to provide Shareholders with an explanation of the Resolutions to be proposed and considered at the Annual General Meeting on Wednesday 18 November 2009 and to allow Shareholders to determine how they wish to vote on those Resolutions. REPORTS The Annual General Meeting will receive and consider: a) b) c) the annual financial report of the Company for the year ended 30 June 2009; the Directors report; and the Auditor s report. THE RESOLUTIONS The Resolutions before the Annual General Meeting relate to the following matters: a) b) c) d) the adoption of the Remuneration Report (as set out in the Directors Report for the year ended 30 June 2009); the resignation and appointment of auditors; the re-election of certain Directors; the approval of a Conditional Performance Rights Plan WHY THE MEETING NEEDS TO BE HELD AND EXPLANATION OF THE PROPOSALS REPORTS Pursuant to the Corporations Act, a public company must hold an annual general meeting of its members once in each calendar year and within five months after the end of its financial year. At that meeting it must receive its annual reports and elect or re-elect (as the case may be) certain directors in accordance with its constitution. Shareholders have been provided with relevant information concerning the Company s financial statements for the year ended 30 June 2009 in the Annual Report which has been forwarded to all Shareholders. A copy of the financial report and associated reports will also be tabled at the Annual General Meeting. Shareholders should note that the financial and associated reports of the Company will be received in the form presented to the Shareholders and that Shareholders will be able to ask questions or discuss matters arising from such reports at the Annual General Meeting. It is not the purpose of the Annual General Meeting that these reports be accepted, rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt, receive or consider the Company s financial statements will be put to the Shareholders at the Annual General Meeting. 5

7 RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT The Directors Report for the year ended 30 June 2009 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and the Company Secretary. The Corporations Act requires that a resolution be put to the vote that the Remuneration Report be adopted. The Corporations Act expressly provides that the vote is advisory only and does not bind the Directors or the Company. Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. RESOLUTION 2 - RESIGNATION OF GRANT THORNTON PARTNERSHIP AS AUDITOR AND APPOINTMENT OF GRANT THORNTON AUDIT PTY LTD AS AUDITORS OF THE COMPANY Grant Thornton in Australia has recently moved from a state-based federation into a single national firm. As from 1 July 2008, Grant Thornton will be operating under a new corporate structure as a part of its national model. In conjunction with this change in structure, the audit appointments will be moving from the previous structures maintained in each state to a national authorised audit company called Grant Thornton Audit Pty Ltd. Historically the Corporations Act 2001 required auditors to be individuals or partnerships and did not allow for corporate entities to act as company auditors. However, legislative changes were made with effect from 1 July 2004 that allowed authorised audit companies to act as company auditors in addition to individuals and partnerships. Authorised audit companies are companies that must be registered with, and approved by, ASIC and are subject to specific requirements in relation to, amongst other things, professional indemnity insurance, ownership structure and directors. The process for changing from Grant Thornton to Grant Thornton Audit Pty Ltd requires a resignation and appointment process which must be approved by the members at a General Meeting. RESOLUTIONS 3 & 4 - RE-ELECTION OF MR McLIESH & DR AGERSBORG Under clause 57 of the Constitution, at each Annual General Meeting, one third of the Directors (or, if their number is not a multiple of three, then the number nearest to but not exceeding one third) must retire from office. The Directors retire by rotation, with the Directors who have been the longest in office since being elected or re-elected being the Directors who must resign in any year. The Constitution ensures that no Director is able to remain in office for longer than three years without facing re-election. Under the Constitution and the Listing Rules, the Managing Director is exempt from the requirement to retire by rotation (ie, Dr Wolgen). The Constitution stipulates any Director who is required to retire under clause 55.2 of the Constitution is not to be taken into account when determining the Directors who must retire by rotation. Furthermore, under clause 57.2 (b) of the Constitution, Directors elected or appointed on the same day may agree amongst themselves which of them is to retire. To comply with the requirements of clause 57 of the Constitution, Dr Hank Agersborg must retire at the Annual General Meeting. Furthermore, under clause 57.2 (b) it has been agreed amongst the Directors for Mr Stanley McLiesh to retire. Both Mr McLiesh and Dr Agersborg wish to continue as Directors, and as both are entitled under the Constitution to seek re-election as a Director at the Annual General Meeting which coincides with their retirements, offer themselves for re-election as a Director. Biographical Details Dr Helmer Agersborg - Chief Scientific Officer, Director Dr Agersborg is director of Virxsys Corporation, a gene therapy corporation. He was formerly President of Wyeth-Ayerst Research. During his distinguished 45 years in the pharmaceutical industry, companies under his direction had more than 50 new drug applications approved in the US, countless marketing applications were approved outside the US and innumerable INDs were accepted. 6

8 Dr Agersborg contributes broad international pharmaceutical development experience at the highest level to the company. Since the change of company management in November 2005 Dr Agersborg has served as Chief Scientific Officer. His experience as a toxicologist and his understanding of regulatory requirements has been fundamental in the repositioning of the company. Mr Stanley McLiesh Non-executive Director Mr McLiesh has vast experience in commercializing pharmaceutical products internationally. As the former General Manager, Pharmaceuticals at CSL Limited, he was closely involved in the transition of CSL from government ownership through corporatisation to a highly successful listed company. While at CSL, Mr McLiesh brokered numerous in-licensing agreements with international companies enabling CSL to expand into new markets profitably. He has also been closely involved in a number of M&A transactions, the establishment of partnerships and collaborative relationships while he was the key professional to negotiate supply agreements for CSL s export products to international markets. Mr McLiesh was formerly a non executive director of Unilife Medical Solutions Ltd. His considerable experience in the international pharmaceutical industry benefits the Company s international strategies. In the latter stages of the development program Mr McLiesh is highly involved in defining and the commercial pathway of the Company. RESOLUTION 5 - APPROVE CONDITIONAL PERFORMANCE RIGHTS PLAN On 16th October the Company announced to the ASX the establishment of a Conditional Performance Rights Plan (Plan) to offer eligible participants the right to require the Company to issue Shares free to them, subject to the achievement of certain performance milestones and a minimum period of employment. The proposed Plan will replace the Clinuvel Employee Option Plan approved by Shareholders January It is intended for no further options to be issued under this plan. Since February 2006, under the executive stewardship of Drs Wolgen and Agersborg, the Company has made significant progress in achieving its corporate objectives to further develop afamelanotide towards commercialization. However the current development of afamelanotide across 4 global markets places substantial demands on its employees. Accordingly, employees with specific skills and professional experience have been recruited and developed. The Company wishes to ensure that its current program to commercialise afamelanotide continues unhindered and therefore the Board is seeking to ensure that its staff are retained, motivated and rewarded by ensuring their interest is aligned with increasing shareholder value. The Board recognises that the purpose of the Plan and of the issue of Rights is to provide a long term incentive to its staff, as part of a focus on transforming remuneration to link to the achievement of performance benchmarks, encourage direct involvement and interest in the performance of the Company, and enable the acquisition of a long term equity interest by its staff. An eligible participant of the Plan includes employees, executive and non-executive Directors and any individual whom the Board determines to be an eligible participant for the purposes of the Plan. However the Board has determined that Directors will not currently participate in the Plan. The Company would seek shareholder approval prior to participation in the Plan by any future or current Director in accordance with the Corporations Act and the Listing Rules. ASX Listing Rule 7.1 Under Australian Stock Exchange (ASX) Listing Rule 7.1, a listed company must not, without the approval of its ordinary shareholders, issue more than 15% of its equity securities in any 12 month period, unless an exception applies in ASX Listing Rule 7.2. Exception 9 to ASX Listing Rule 7.2 provides that an issue of securities (includes securities or rights convertible into ordinary Shares) under an employee incentive Plan (for example, the Conditional Performance Rights Plan) to eligible participants will be treated as an exception to Listing Rule 7.1 if, within 3 years before the date of the grant of the securities (in this case, Conditional Performance Rights), the shareholders of the listed company have approved the issue of the securities pursuant 7

9 to the relevant employee incentive Plan (the Conditional Performance Rights Plan) as an exception to Listing Rule 7.1. It is for the purpose of enabling the Company to exclude the issue of the Rights under the Plan from 15% limit in any 12 month period under Listing Rule 7.1 that Resolution 5 is proposed. In that context, Shareholders should note that the Listing Rules do not require the Company to obtain shareholder approval of the Plan itself. Shareholders should also note that 3,270,000 Conditional Performance Rights ( Rights ) were issued under the Plan as disclosed to the ASX in the announcement dated 16 October 2009 to current employees of the Company. Up to a further 3,500,000 Rights have been reserved by the Company for issue under the Plan to future employees and consultants. The Board believes the number of Rights reserved for future employees and consultants is appropriate considering the advanced stage of the development program which will require the Company to attract further high quality staff. In the event the total number of Rights reserved under the Plan is issued and all performance conditions are successfully achieved, the dilutory impact upon exercise of all Rights proposed under this Resolution is 2.2% of ordinary capital. Summary of Plan Terms Pursuant to the Plan, the Board from time to time will issue an invitation to selected eligible participants to participate in the Plan provided they have served a minimum of 9 months of employment. Eligible participants who accept the offer will therefore have a conditional entitlement to receive Shares for no monetary consideration subject to satisfaction of performance conditions. Eligibility and Performance Conditions An eligible participant of the Plan includes employees, executive and non-executive Directors and any individual whom the Board determines to be an eligible participant for the purposes of the Plan. For current management and staff who accept the offer to participate in the Plan, the exercise of a Right is conditional upon the Company achieving the following performance conditions: Table 1 Performance Conditions I II III IV V VI Obtain a 2nd orphan designation for afamelanotide Successful commencement of further global Phase III trials FDA approval to commence Phase III trial in US Successful completion of Phase III trials in Europe and US Lodgement by the Company of its first Marketing Authorisation Application (MAA) Grant of first Marketing Authorization for afamelanotide On each performance condition achieved by the Company the participant is entitled to require the Company to issue Rights held as Shares to the participant. A minimum 50% of Rights held by a participant can only be exercised upon the achievement of Performance Condition VI Grant of first Marketing Authorisation for afamelanotide. The number of Rights held by each participant that may vest upon the successful achievement of the other performance conditions in Table 1 will be determined by the Board from time to time. Exercise of rights The participant may exercise their Right by providing notice in writing to the Company once the Board has determined the performance conditions have been adequately satisfied. If the participant ceases to be employed by the Company before a performance condition has been met, the Rights attached to that performance condition will lapse. Issuing of Shares On issue, the Shares will be held by a Corporate Trustee for up to 7 years on behalf of the participant. The participant can apply to the Company to have the Shares transferred after 7 years or at an earlier date if the participant is no longer employed by the Company, or all transfer restrictions are satisfied or waived by the Board in its discretion. After 7 years the Shares can be transferred to the participant. 8

10 The Plan allows for the Company to acquire Shares on market for the purposes of allocating Shares to the participant upon achievement of a performance condition and the resultant exercise of a Right. However it is intended the Company will issue new Shares for the purposes of the Plan. This will result in an indirect cost to the Company which the Board considers acceptable for the benefit of encouraging participants to become shareholders of the Company. Holding Lock Whilst the Shares are held by the Corporate Trustee the Shares will be subject to a holding lock administered by the Company and its share registry (subject to the requirements of ASX Listing Rule 8.10). The participant will be restricted in their ability to deal in those Shares. The holding lock can only be removed upon instruction from the Company following an application by the participant to withdraw the Shares from the Plan or the Shares become liable for forfeiture. Transferability Each Right is non-transferable and can only be exercised by the participant. Limitations No Right can be granted to the participant, or Shares issued upon exercise of Rights, if the participant would hold an interest of more than 5% of Shares on issue. The Right will lapse if the performance conditions under the Plan are not met unless there is a corporate control event or a special circumstance (see following) or if the participant is no longer employed by the Company. If the Board determines that the participant has acted fraudulently or dishonestly, has committed an act of harassment or discrimination, is in serious breach of any duty, has a criminal or civil judgment entered against him/her or in the Board s opinion has brought the Company into disrepute, any Right or Shares held by the Corporate Trustee on behalf of the participant can and will be forfeited. Special Circumstance Where the participant ceases to be employed by the Company because of a special circumstance prior to the successful achievement of any performance conditions, the Board will determine if any Right pertaining to any unvested performance condition will continue for the purposes of the Plan to be capable of exercise by the participant. A special circumstance includes total and permanent disablement, redundancy, death of the participant and any other circumstance as the Board may determine. Voting Rights The participant can direct the Corporate Trustee to exercise voting rights attached to their Shares held on the behalf by the Corporate Trustee. Capital Reorganisation and New Issues In the event of a reorganisation of capital the participant s Rights will be adjusted in accordance to the Plan rules to ensure no advantage or disadvantage accrues to the participant. In addition, any Shares held by the Corporate Trustee on behalf of the participant are eligible to be included in any rights issue of bonus issue, with the resulting Shares to be included under the Plan and subject to the same Plan rules. Merger or takeover If a corporate control event occurs the Board in its discretion waive or modify the exercise of the performance conditions attached to each Right and waive or modify any transfer restrictions on the Shares held by the Corporate Trustee, provided any waiver or modification does not materially disadvantage the participant. Other The Plan may be amended, suspended or terminated at any time by the Board subject to Listing Rules and Corporations Act and provided any amendment, suspension or termination does not materially adversely affect the existing rights of the participant. Each participant must adhere to the Company s Share Trading Policy found on the Company s website and to the insider information provisions of the Corporations Act,. A Voting Exclusion Statement relating to Resolution 5 is included in the Notice of Meeting. 9

11 DOCUMENTATION A copy of the Constitution and the Notice of Meeting are available for inspection at the Company s offices or on request to the Company Secretary. HOW TO VOTE To vote on the Resolutions to be put to the Annual General Meeting follow these steps: EITHER 1. Complete the proxy form and return it by facsimile or mail (to be received no later than 10.00am on Monday, 16 November 2009) to either of the following offices: Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001 Facsimile number: (03) OR Clinuvel Pharmaceuticals Limited Level 11, 330 Collins Street MELBOURNE VIC 3000 Facsimile number: (03) OR 2. vote online at (or for intermediary online subscribers: OR 3. Attend the meeting. The sending of a proxy form will not prevent you from attending and voting at the Annual General Meeting. RECOMMENDATION Your Directors recommend that you vote in favour of each of the Resolutions being put to you at the Annual General Meeting for the reasons outlined above. Each Director who has an interest in the outcome of a particular Resolution has abstained from making a recommendation on that Resolution. The Directors believe that all Shareholders should carefully consider all the information set out in this Explanatory Memorandum before deciding how to vote on the Resolutions. If your have any queries about the Annual General Meeting, the financial statements to be put to the meeting or the Resolutions being considered, please contact the Company Secretary, Mr Darren Keamy at the Company on (03)

12 GLOSSARY Annual General Meeting means the annual general meeting of the Company to be held at 10:00am on 18 November 2009 at the Condell Room, Melbourne Town Hall, Cnr Swanston and Collins Streets, Melbourne, Victoria, Australia to address the items detailed in the Notice of Meeting. Annual Report means the annual report of the Company for the year ended 30 June ASX means ASX Limited. Board means the Board of Directors, or where the relevant powers or authorities are delegated by the Board to a sub-committee of the Board, that sub-committee. Chair means the chair of the Board. Company means Clinuvel Pharmaceuticals Limited ACN Constitution means the constitution of the Company. Conditional Performance Rights means a right entitling the holder, subject to and only on satisfaction of certain conditions to require the Company to issue Shares to him or her. Conditional Performance Rights Plan means the employee incentive plan announced to the ASX on 16 October 2009 Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company as at the date of this Explanatory Memorandum. Listing Rules means the official listing rules of ASX from time to time. Notice of Meeting means the notice of Annual General Meeting dated 16 October 2009 attached to and of which this Explanatory Memorandum forms part. Resolution means a resolution to be proposed to Shareholders at the Annual General Meeting. Share means a fully paid ordinary share of the Company. Shareholder means a holder of ordinary shares. Voting Exclusion Statement means the statement required under Listing Rule which notifies that certain persons are prevented from voting on certain Resolutions contained in the Notice of Meeting. This Explanatory Memorandum is dated 16 October Darren Keamy Company Secretary Clinuvel Pharmaceuticals Limited 11

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14 Lodge your vote: Online: CUV MR SAM SAMPLE FLAT SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Alternatively you can fax your form to (within Australia) (outside Australia) For Intermediary Online subscribers only (custodians) For all enquiries call: (within Australia) (outside Australia) Proxy Form Vote online or view the annual report, 24 hours a day, 7 days a week: Cast your proxy vote Access the annual report Review and update your securityholding Your secure access information is: Control Number: SRN/HIN: I PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. For your vote to be effective it must be received by 10.00am Monday 16 November 2009 How to Vote on Items of Business All your securities will be voted in accordance with your directions. Appointment of Proxy Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf. A proxy need not be a securityholder of the Company. Signing Instructions for Postal Forms Individual: Where the holding is in one name, the securityholder must sign. Joint Holding: Where the holding is in more than one name, all of the securityholders should sign. Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Attending the Meeting Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate Certificate of Appointment of Corporate Representative prior to admission. A form of the certificate may be obtained from Computershare or online at Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form. GO ONLINE TO VOTE, or turn over to complete the form 916CR_0_Sample_Proxy/000001/000001

15 MR SAM SAMPLE FLAT SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with X ) should advise your broker of any changes. *I * I I ND Proxy Form Please mark to indicate your directions Appoint a Proxy to Vote on Your Behalf I/We being a member/s of Clinuvel Pharmaceuticals Limited hereby appoint the Chair of the Meeting OR PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s). or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting 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) at the Annual General Meeting of Clinuvel Pharmaceuticals Limited to be held at the Condell Room, Melbourne Town Hall, Cnr Swanston and Collins Streets, Melbourne on Wednesday 18 November 2009 at 10.00am and at any adjournment of that meeting. Important for Item 5: If the Chair of the Meeting is your proxy and you have not directed her how to vote on Item 5 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chair of the Meeting will not cast your votes on Item 5 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chair of the Meeting intends to vote undirected proxies in favour of item 5 of business. I/We acknowledge that the Chair of the Meeting may exercise my proxy even if she has an interest in the outcome of that Item and that votes cast by her, other than as proxy holder, would be disregarded because of that interest. XX Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. ORDINARY BUSINESS Resolution 1 Adoption of Remuneration Report Resolution 2 Resolution 3 Resignation of Grant Thornton partnership as auditor and appointment of Grant Thornton Audit Pty Ltd as auditors of the Company Re-election of Mr Stanley McLiesh Resolution 4 Re-election of Dr Helmer Agersborg SPECIAL BUSINESS Resolution 5 Approve Conditional Performance Rights Plan The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Name Contact Daytime Telephone Date / / C U V A