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Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

) Filed by Registrant þ Filed by party other than Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under §240.14a-12 Universal Biosensors, Inc. Yours sincerely, /s/ Paul Wright Mr. Paul Wright Chief Executive Officer UNIVERSAL BIOSENSORS, INC. NOTICE OF MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 2012 March 26, 2012 NOTICE IS HEREBY GIVEN that the 2012 Meeting of Stockholders (the “Meeting”) of Universal Biosensors, Inc. (ARBN 121 559 993) (the “Company”) will be held on May 10, 2012 at 10:00 a.m. Australian Eastern Standard Time at Level 12, 117 York Street, Sydney NSW 2000 Australia, for the following purposes: 1) To re-elect two members of the Board of Directors to hold office until the Meeting of Stockholders in 2015, or until their successors are duly elected and qualified; 2) To approve, on an advisory basis, the compensation of the Company’s named senior executives as disclosed in this Proxy Statement; and 3) To transact such other business as may properly come before the meeting and any adjournment or postponement thereof. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON MAY 10, 2012 Date and Time: Thursday, May 10, 2012 at 10:00 a.m.

Australian Eastern Standard Time Place: Level 12, 117 York Street, Sydney NSW 2000 Australia Items of Business: 1) To re-elect two members of the Board of Directors to hold office until the Meeting of Stockholders in 2015, or until their successors are duly elected and qualified; 2) To approve, on an advisory basis, the compensation of the Company’s named senior executives as disclosed in this Proxy Statement; and 3) To transact such other business as may properly come before the meeting and any adjournment or postponement thereof. The Board of Directors recommends that you vote “For” Proposals 1 and 2. Record Date: The record date for the determination of (i) stockholders of record entitled to receive notice of and to vote at the Meeting and (ii) holders of CDIs of record entitled to receive notice of and to direct CHESS Depositary Nominees Pty Ltd ACN 071 346 506 (“CDN”) how to vote at the Meeting, or any adjournments or postponements thereof is the close of business on March 16, 2012. A complete list of stockholders and CDI holders of record on the record date will be available at the Company’s executive offices located at 1 Corporate Avenue, Rowville VIC 3178 and at Level 12, 117 York Street, Sydney NSW 2000 Australia, for ten days before the Meeting.

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Internet Availability of Documents: You may access a copy of the proxy statement and the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2011 at www.universalbiosensors.com These items are fully discussed in the following pages, which are made part of this notice. Your Board of Directors recommends that you vote “FOR” the nominees for the Board and “FOR” the approval of the compensation for named senior executives of the Company. If you are a stockholder, you are encouraged to vote your shares by attending the meeting or by signing, dating and mailing your Proxy Card to the Company’s registrar in the enclosed envelope. If you are a CDI Holder, you are encouraged to vote your CDIs by signing, dating and mailing your CDI Voting Instruction Form to the Company’s registrar in the enclosed envelope.

Instructions for voting are set forth on the CDI Voting Instruction Form. Alternatively, holders of CDIs can direct CDN how to vote online by following the instructions at www.boardroomlimited.com.au/vote/ubiagm2012. BY ORDER OF THE BOARD OF DIRECTORS /s/ Cameron Billingsley Cameron Billingsley Company Secretary YOUR VOTE IS IMPORTANT, WHETHER YOU OWN A FEW SHARES/CDIs OR MANY.

This Proxy Statement is dated March 13, 2012 and is being first mailed to stockholders and CDI Holders of UBI on or about March 26, 2012. UNIVERSAL BIOSENSORS, INC. PROXY STATEMENT FOR MEETING OF STOCKHOLDERS To be held May 10, 2012 TABLE OF CONTENTS Page 1 3 3 4 14 26 27 29 30 32 32 32 32 UNIVERSAL BIOSENSORS, INC. PROXY STATEMENT FOR MEETING OF STOCKHOLDERS TO BE HELD ON MAY 10, 2012 INFORMATION ABOUT SOLICITATION AND VOTING General The enclosed proxy and CDI Voting Instruction Form is solicited by the Board of Directors of Universal Biosensors, Inc. (the “Company” or “UBI”) for use in voting at the meeting of stockholders (the “Meeting”) to be held on May 10, 2012 at 10:00 a.m.

Australian Eastern Standard Time at Level 12, 117 York Street, Sydney NSW 2000 Australia, and any postponement or adjournment of that meeting. Directions to the Meeting can be obtained by calling +61 (2) 8115 9805 or +61 (3) 9213 9000. The purpose of the Meeting is to consider and vote upon the proposals outlined in this Proxy Statement and the attached notice.

The Company’s telephone number is +61 3 9213 9000. Record Date and Voting Securities As of the close of business on March 6, 2012, there were in total 159,146,213 shares of common stock outstanding, par value US$0.0001 per share. 158,991,999 of our outstanding shares are held by CHESS Depositary Nominees Pty Ltd ACN 071 346 506 (“CDN”), a wholly-owned subsidiary of ASX Limited ACN 008 624 691, which operates the Australian Securities Exchange (“ASX”) and the balance is held by 77 of our employees. Securities of companies incorporated outside of Australia, such as UBI, are traded as CHESS Depositary Interests (“CDIs”) on the ASX. CDIs represent beneficial interests in the common stock held by CDN.

CDIs are traded on the ASX. As of March 6, 2012, there were 158,991,999 CDIs on issue and available to be traded on ASX. As of March 6, 2012, there were 77 holders of shares (including CDN) and 1,507 holders of CDIs (“CDI Holders” or “Holders of CDIs”).

CDIs are exchangeable, at the option of the holder, into shares of our common stock at a ratio of 1:1. Holders of CDIs have the right to direct CDN, as the holder of record of the underlying shares of common stock represented by their CDIs, how it should vote the underlying shares of common stock represented by their CDIs and to attend stockholders’ meetings of the Company. If CDN does not receive a duly executed CDI Voting Instruction Form from a CDI Holder as to how to vote the underlying shares represented by those CDIs, those shares will not be voted and will not be considered present at the Meeting for quorum purposes. A holder of CDIs will be entitled to vote at the Meeting only if such holder directs CDN to designate such holder as proxy to vote the underlying shares of common stock represented by CDIs held by such holder. Holders of CDIs who wish to direct CDN how to vote the underlying shares of common stock represented by their CDIs should complete and return the enclosed CDI Voting Instruction Form or submit their instructions online by following the instructions on the CDI Voting Instruction Form, which is being delivered with this Proxy Statement to each CDI Holder. The record date is the close of business on March 16, 2012 (the “Record Date”). Only stockholders and CDI Holders of record on the books of the Company at the close of business on the Record Date are (1) with respect to stockholders, entitled to receive notice of and to vote at, and (2) with respect to CDI Holders entitled to receive notice of and to direct CDN how to vote at, the Meeting and any adjournments thereof.

Under arrangements established between the Company and CDN in connection with the issuance of CDIs, the holders of CDIs at the close of business on the Record Date are entitled to notice of and to attend the Meeting and to direct CDN how to vote by completing a CDI Voting Instruction Form or by submitting their voting instructions online. Voting and Solicitation Each stockholder of record can vote at the Meeting by attending the Meeting in person and voting at the Meeting or by completing and returning your properly dated and duly executed Proxy Card, to Boardroom Pty Limited or the Company no later than 10:00 a.m. Australian Eastern Standard Time on May 10, 2012 in the manner set out below but may alternatively deliver a completed Proxy Card to us at the Meeting. Holders of CDIs who wish to direct CDN how to vote but who are not attending the Meeting must return their duly executed voting instructions, via the enclosed CDI Voting Instruction Form, to Boardroom Pty Limited 1 or the Company no later than 10:00 a.m. Australian Eastern Standard Time on May 10, 2012 in the manner set out below.

If you are a CDI Holder and you wish to direct CDN to designate you or another person as proxy to vote the underlying shares of common stock represented by CDIs held by you and attend the Meeting in person, you are encouraged to return your properly dated and duly executed CDI Voting Instruction Form to Boardroom Pty Limited or the Company in the manner set out below but may also deliver the completed CDI Voting Instruction Form to us at the Meeting. Alternatively, CDI Holders may submit their instructions online by visiting www.boardroomlimited.com.au/vote/ubiagm2012 by no later than 10:00 a.m. Australian Eastern Standard Time on May 10, 2012. To use the online facility you will need the secure access information set out on your CDI Voting Instruction Form. By hand Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000, Australia; By post Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001, Australia; or Universal Biosensors, Inc., 1 Corporate Avenue, Rowville VIC 3178, Australia; By facsimile Boardroom Pty Limited on +61 2 9279 0664; or Universal Biosensors, Inc. On +61 3 9213 9099. At the Meeting, Proxy Holders and CDN may only vote the shares represented by all properly dated, executed and returned Proxy Cards (in the case of stockholders) and properly dated, executed and returned CDI Voting Instruction Form (in the case of CDI Holders) in accordance with the instructions of the respective stockholders and CDI holders (proxies cannot be voted for a greater number of persons than the number of nominees named).

If no specific instructions are given on a properly dated, executed and returned Proxy Card (in the case of stockholders) or CDI Voting Instruction Form (in the case of CDI Holders), the shares will be voted “FOR” the nominees for the Board and “FOR” the approval, on an advisory basis, of the compensation for named senior executives of the Company. In addition, if other matters come before the Meeting, the Proxy Holders and CDN will vote in accordance with their or its best judgment with respect to such matters. On all matters to be voted on, each share and, accordingly, each CDI, has one vote. We are making this proxy solicitation by and on behalf of the Board of Directors. The cost of preparing, assembling, printing and mailing this Proxy Statement and the proxies solicited hereby will be borne by the Company. Proxies may be solicited personally or by telephone, electronic mail or facsimile by the Company’s officers, directors and regular employees, none of whom will receive additional compensation for assisting with solicitation.

Quorum; Required Vote A quorum is required for the transaction of business during the Meeting. A quorum is present when the holders of one-third of the common stock issued and outstanding and entitled to vote at a meeting, are present in person or represented by proxy. Shares that are voted “FOR”, “AGAINST” or “ABSTAIN” on a matter are treated as being present at the Meeting for purposes of establishing a quorum and are also treated as votes cast by the common stock present in person or represented by proxy at the Meeting and entitled to vote on the subject matter. If no specific instructions are given on a properly dated, executed and returned Proxy Card (in the case of stockholders) or CDI Voting Instruction Form (in the case of CDI Holders), the shares will be treated as being present at the Meeting for purposes of establishing a quorum.

Broker non-votes discussed below are not considered entitled to vote on matters that are not considered routine. The candidates for election as directors at the Meeting who receive the highest number of affirmative votes present or represented by proxy and entitled to vote at the Meeting will be elected. The affirmative vote of a majority of shares of the Company’s common stock present or represented by proxy and entitled to vote at the Meeting will constitute approval of the compensation for named senior executives of the Company. This vote is advisory only and is therefore not binding on the Company.

Abstentions will not be counted with respect to the election of directors but will have the effect of negative votes with respect to the advisory votes on the compensation for named senior executives. A broker “non-vote” occurs when your broker (if applicable) submits a proxy for your shares but does not indicate a vote for a particular proposal because the broker does not have authority to vote on that proposal and 2 has not received specific voting instructions from you. If your shares are held by a broker, the broker may require your instructions in order to vote your shares.

If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen depending on the type of proposal. If the proposal is considered “routine,” the broker may vote your shares in its discretion.

For other proposals including the proposals in relation to the re-election of directors and the compensation of named senior executives, brokers that are members of an exchange registered as a national exchange under the U.S. Securities Exchange Act of 1934 may not vote your shares without your instructions. Revocability of Proxies If you are a stockholder entitled to vote or CDI Holder and you have submitted a Proxy Card or CDI Voting Instruction Form (as applicable), you may revoke your Proxy Card or CDI Voting Instruction Form at any time before the Meeting by delivering a written revocation to the Company Secretary of the Company or by delivering a duly executed Proxy Card or CDI Voting Instruction Form bearing a later date. PROPOSAL ONE — ELECTION OF DIRECTORS Our Board of Directors has been structured as a ‘staggered Board’ comprising three classes of directors with members in each class of directors serving for staggered three-year terms or until his or her successor is duly elected or until his or her earlier death, resignation or removal. The Board of Directors currently consists of two Class I directors (currently Mr. Andrew Denver and Mr. Andrew Jane), whose term will expire at this year’s Meeting of stockholders, three Class II directors (currently Mr. Denis Hanley, Dr. Elizabeth (Jane) Wilson, and Mr. Paul Wright), whose term will expire at the Meeting of stockholders to be held in 2014, and two Class III directors (currently Mr. Marshall Heinberg and Dr. Colin Adam), whose term will expire at the Meeting of stockholders to be held in 2013. Two (2) director nominees are seeking to be re-elected at the Meeting to hold office until the Meeting of stockholders in 2015, or until their successors are duly elected and qualified: Mr. Andrew Denver and Mr. Andrew Jane.

Each of Mr. Andrew Denver and Mr. Andrew Jane is presently a director whose term will expire at the Meeting. If re-elected, Mr. Andrew Denver and Mr. Andrew Jane will hold office until the Meeting of stockholders in 2015, and until their successor is duly elected and qualified.

For details of the qualifications, skills and experience of each of the relevant directors, refer to the section below titled “Management of the Company — Board of Directors”. The nominees are willing to be elected and to serve for the three-year term. Management expects that the nominees will be available for election, but if any nominee is not a candidate at the time the election occurs, it is intended that such proxy will be voted for the election of another nominee or nominees to be designated by the Board of Directors to fill any such vacancy. See also “Management of the Company.” The Board of Directors unanimously recommends that you vote FOR the election of each of the nominated directors.

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The proxy holders and CDN will vote as directed on the Proxy Card (in the case of stockholders) or CDI Voting Instruction Form (in the case of CDI Holders) or, if no direction is made in a duly dated, executed and returned Proxy Card (in the case of stockholders) or CDI Voting Instruction Form (in the case of CDI Holders), “FOR” this proposal. However, brokers who are members of a U.S. National securities exchange may not vote or submit instructions to the proxy holders or CDN if the beneficial owner of the shares has not given instructions. The election of each director requires a plurality of the shares of Common Stock present and voting at the Meeting.

PROPOSAL TWO — ADVISORY VOTE ON THE COMPENSATION OF SENIOR EXECUTIVES The Company is providing stockholders with the opportunity to cast an advisory vote on the executive compensation programs and policies and the compensation paid to the senior executive officers named in this Proxy Statement. This proposal is known as a “say-on-pay vote” and is required pursuant to Section 14A of the United States Securities Exchange Act.

Details of our compensation for our senior executives is set out under the headings “Compensation Discussion and Analysis”, “Compensation Committee Report”, “Summary 3 Compensation Table”, “Grants of Plan-Based Awards During 2010” and “Narrative disclosure to summary compensation table and grants” of this Proxy Statement. These disclosures are intended to comply with Item 402 of United States Regulation S-K. As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, our compensation principles and underlying programs are designed to attract, motivate and retain key executives who are crucial to our long-term success. The vote is advisory and is not binding on the Company. However, the Remuneration and Nomination Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Details of how the Remuneration and Nomination Committee has considered the results of the advisory vote will be included in the Compensation Discussion and Analysis sections of future proxy statements.

We will seek an advisory vote in relation to compensation every year, which we believe will be the most effective means for conducting and responding to such an advisory vote. The Board of Directors unanimously recommends that you vote FOR this proposal to approve, on an advisory basis, the compensation for the Company’s senior executives as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure required pursuant to Item 402 of Regulation S-K contained in this Proxy Statement. The proxy holders and CDN will vote as directed on the Proxy Card (in the case of stockholders) or CDI Voting Instruction Form (in the case of CDI Holders) or, if no direction is made in a duly dated, executed and returned Proxy Card (in the case of stockholders) or CDI Voting Instruction Form (in the case of CDI Holders), “FOR” this proposal.

However, brokers who are members of a U.S. National securities exchange may not vote or submit instructions to the proxy holders or CDN if the beneficial owner of the shares has not given instructions.

In order to be adopted as an advisory vote, this proposal must be approved by the affirmative vote of the holders of a majority of the shares of Common Stock present and entitled to vote at the Meeting. MANAGEMENT OF THE COMPANY The following table sets out the name, age and position of our directors, executive officers and certain significant employees at March 6, 2012: Name Age Position Served Since Andrew Denver 63 Director 2002 Chairman of the Board of Directors 2005 Paul Wright 47 Chief Executive Officer and Director 2011 Salesh Balak 43 Chief Financial Officer 2006 Garry Chambers 48 Vice President, Operations 2002 Alastair Hodges, Ph.D.

52 Chief Scientist 2002 Adrian Oates, Ph.D. 50 Vice President, Quality and Regulatory 2007 Frederick (Fred) Davis, Ph.D. 49 Vice President, Business Development 2011 Colin Adam, Ph.D. 68 Non-executive Director 2006 Denis Hanley 64 Non-executive Director 2001 Marshall Heinberg 54 Non-executive Director 2010 Andrew Jane 50 Non-executive Director 2006 Jane Wilson 53 Non-executive Director 2006 As described on Form 8-K filed with the Securities and Exchange Commission on September 15, 2010, Mr. Andrew Denver was appointed as interim Chief Executive Officer of the Company on September 9, 2010. As described on Form 8-K filed with the Securities and Exchange Commission on February 25, 2011, on February 24, 2011, our Board approved the appointment of Mr. Paul Wright as the Director and Chief Executive Officer of the Company effective as of March 1, 2011.

Up until May 31, 2011, Mr. Denver continued to act as Interim Chief Executive Officer of the Company for a transitional period following Mr. Paul Wright’s appointment on March 1, 2011. Since June 1, 2011, Mr. Denver continued as non-executive Chairman of the Company. 4 Board of Directors Mr. Andrew Denver BSc. (Hons.), M.B.A., F.A.I.C.D.

Mr. Denver has extensive expertise that is relevant to the Company, including in assisting the commercialization of several technology companies. Mr. Denver has a wide ranging knowledge of the life sciences industry of which our Company is a part, risk assessment, financial reporting experience and general management, which are important in the success of our business.

Mr. Denver has served as the Interim Chief Executive Officer of the Company from September 2010 to May 2011, a director of the Company since December 2002 and as Chairman since September 2005. Mr. Denver has been a member of the Remuneration and Nomination Committee since January 2008 and was a member of the Audit & Compliance Committee from 2006 to January 2008 and from January 2010 to July 2010. Mr. Denver has served as a director of Universal Biosensors Pty Ltd since December 31, 2002. Mr. Denver is seeking reappointment at the Meeting as a Class I director for a term of three years. Between 2002 and 2005, Mr. Denver was President of Pall Asia, a subsidiary of Pall Corporation after the acquisition by Pall Corporation of US Filter’s Filtration and Separations business, where he was also President. Pall Corporation is a technology based filtration, separation and purification multinational company.

Mr. Denver is a director and founder of PFM Cornerstone Ltd and The Principals Funds Management Pty Ltd, companies which help Australian technology businesses, which are predominately in the life sciences industry, commercialize their technologies. Mr. Denver is a non-executive director of SpeeDx Pty Ltd and Cochlear Ltd, all of which are life sciences companies, and until September 2010 and October 2008, was also a non-executive director of CathRx Ltd and Anzon Australia Ltd, respectively.

Mr. Denver graduated from the University of Manchester with a Bachelor of Science Degree (Honors) in Chemistry and achieved a distinction in his M.B.A. At the Harvard Business School and is a Fellow of the Australian Institute of Company Directors. Mr. Paul Wright M.A., F.A.I.C.D. Mr. Wright was appointed as Chief Executive Officer and a director of the Company on February 24, 2011 with an effective date of March 1, 2011. Mr. Wright has experience as Chief Executive Officer with two global technology companies and extensive experience in international management consulting and commercial development with a focus on manufacturing industries.

Mr. Wrights’s term of appointment as a director of the Company ends on the date of our 2014 Meeting of stockholders. Between 2008 and 2011, Paul Wright acted as a company director for two Australian private companies (Metallic Waste Solutions Pty Ltd and Comcater Pty Ltd). During 2006 and 2007, Mr. Wright was Chief Executive Officer of Vision BioSystems, a major subsidiary of Vision Systems Limited, which develops, manufactures and markets diagnostic instruments and consumables worldwide. Following the acquisition of Vision Systems Limited by Danaher Corporation in 2006, Mr. Wright worked for Danaher Corporation to assist with the integration of Vision Systems into the new parent until 2007. From 1999 to 2006, Mr. Wright was Chief Executive Officer of Invetech, a leading international product development consultancy. Prior to this, Mr. Wright gained extensive experience in international strategy consulting and commercial development, with a focus on manufacturing industries including roles at TNT Logistics and Bain & Company.

Mr. Wright holds a Masters degree in Aeronautical Engineering from the University of Cambridge, a Diploma in Production Methods & Management from the University of Cambridge and has studied Corporate Finance at the London Business School. Mr. Wright is a Fellow of the Australian Institute of Company Directors. Dr. Colin Adam B.E. (Met.), Ph.D.

Dr. Adam has extensive knowledge which is relevant to our Company of the life sciences industry and biomedical and general scientific research and development generally. Dr. Adam also has extensive project management experience in commercialization of technologies, such as ours, with global potential. Dr. Adam has been a non-executive director since December 2006 and was a director of Universal Biosensors Pty Ltd between July 2002 and December 2006. Dr. Adam’s term of appointment as a director of the Company ends on the date of our 2013 Meeting of stockholders.

Dr. Adam has been a member of the Audit & Compliance Committee since July 2010 and between 2006 and November 2010 was a member of the Remuneration and Nomination Committee. In 2000, Dr. Adam was the Acting Chief Executive of the Commonwealth Scientific and Industrial 5 Research Organization (“CSIRO”), the peak Australian Government body with a mission for technological development and industrial research and development, which includes significant research and development in the life sciences industry of which we are a part.

Between 1996 to 1999, Dr. Adam was Deputy Chief Executive directly responsible for all the CSIRO’s commercial activity, including the start-up of several spin-off companies from the organization’s extensive research portfolio. Prior to working with the CSIRO, Dr. Adam’s career has included executive positions within the US aerospace industry for Pratt & Whitney Aircraft in Florida and Allied Corporation in New Jersey. Dr. Adam has served as a member of the Australian Government’s Industry Research and Development Board, the Australian Prime Minister’s Science Engineering and Innovation Council and the Victorian Premier’s Science, Engineering and Technology Taskforce. Dr. Adam is a director and founder of PFM Cornerstone Ltd and The Principals Funds Management Pty Ltd, companies which help Australian technology businesses, which are predominately in the life sciences industry, commercialize their technologies. Dr. Adam was appointed as a director of CathRx Ltd, a life sciences company, in September 2010.

Until January 2010, August 2005 and September 2006, Dr. Adam served on the Boards of Ausmelt Limited, Ceramic Fuel Cells Ltd and Tele-IP Ltd, respectively, the latter in the capacity of its non-executive Chairman. Dr. Adam has a Bachelor of Metallurgical Engineering Degree and a Ph.D.

In Metallurgy from the University of Queensland. Mr. Denis Hanley A.M., M.B.A., F.C.P.A., F.A.I.C.D. Mr. Hanley has been a successful angel investor, assisting the commercialization of several Australian technologies. Mr. Hanley has extensive knowledge relevant to our Company, including of the life sciences industry of which our Company is a part, risk assessment, financial reporting experience and general management.

Mr. Hanley has served as a non-executive director since September, 2001 and is a member of the Audit & Compliance Committee. Mr. Hanley’s term of appointment as a director of the Company ends on the date of our 2014 Meeting of stockholders.

Mr. Hanley is a qualified accountant and company director with more than 35 years’ experience in the management of technology-based growth businesses, such as our Company. Mr. Hanley has significant experience in developing and commercializing new technology based Australian corporations to become successful global entities. His experience includes 14 years as chief executive officer of Memtec Limited, growing the start-up company to become an international force in filtration and separations technology, listed on the New York Stock Exchange. Prior to this, Mr. Hanley spent more than a decade at global medical company Baxter Healthcare, both in the U.S. And also as Australian Managing Director. Mr. Hanley has served on the Australian Industry Research and Development Board and various technology councils and roundtables.

Denis Hanley is a director and founder of PFM Cornerstone Ltd, a company which helps Australian technology businesses, which are predominately in the life sciences industry, commercialize their technologies. Mr. Hanley is currently non-executive Chairman of Pharmaxis Ltd and CathRx Ltd, which are both life sciences companies, and until October 2007 was non-executive director of Lochard Ltd. Mr. Hanley holds an M.B.A.

With High Distinction from Harvard Graduate School of Business, where he was named a Baker Scholar. Mr. Marshall Heinberg B.S. Mr. Heinberg has extensive experience relevant to our Company including insight into the global capital markets and has worked with several life science and technology companies. Mr. Heinberg was appointed a non-executive director of the Company in January 2010 and has served as a member of the Remuneration and Nomination Committee since November 2010. Mr. Heinberg’s term of appointment as a director of the Company ends on the date of our 2013 Meeting of stockholders. Mr. Heinberg is head of Oppenheimer’s Investment Banking Department and a Senior Managing Director of the firm. Mr. Heinberg began his investment banking career in 1987 as an Associate in the Corporate Finance Division of Oppenheimer & Company, which was acquired by the Canadian Imperial Bank of Commerce (CIBC) in 1997.

Mr. Heinberg held several senior roles at CIBC World Markets including serving as a member of the U.S. Management Committee, the Deals Committee which approved U.S. Corporate finance debt capital decisions and the Investment Committee which approved private equity and fund investments. Mr. Heinberg also served as a member of the Equity Transaction Committee and Financial Advisory Transaction Committee. Over the course of his career, Mr. Heinberg has held responsibility for various industry sectors including environmental, industrial growth, technology and telecommunications. His transaction experience includes public and private debt and equity financings, as well as numerous exclusive sale and strategic advisory assignments.

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Mr. Heinberg was named Head of CIBC’s U.S. 6 Investment Banking Department in 2001.

Upon the acquisition of CIBC’s U.S. Wholesale business in 2008, Mr. Heinberg was named head of Oppenheimer’s Investment Banking Department.

Mr. Heinberg is also a non-executive director of Image Entertainment, Inc., a leading independent licensee and distributor of entertainment programming in North America. Mr. Heinberg has extensive experience working with both leading growth companies as well as financial sponsors. Prior to joining Oppenheimer, Mr. Heinberg practiced corporate law for approximately four years. Mr. Heinberg graduated from the University of Pennsylvania, the Wharton School with honors, with a degree in economics. He received his law degree from Fordham Law School. Mr. Andrew Jane BSc.

(Hons.), MSc. Mr. Jane has extensive experience relevant to our Company, including in biomedical research and development project management, marketing and business development.

Altiris Software Management Solution

Mr. Jane’s primary expertise is in the commercialization and globalization of technology based products, such as those products being developed by us. Mr. Jane has served as a non-executive director since August 2006 and is Chairman of the Remuneration and Nomination Committee. Andrew Jane was a director of Universal Biosensors Pty Ltd between August 15, 2006 and December 6, 2006.

Mr. Jane is seeking reappointment at the Meeting as a Class I director for a term of three years. In 2003, Mr. Jane joined CM Capital Investments Pty Ltd, a Brisbane based venture capital investment company, as an Investment Manager and was promoted to Partner in 2006. Prior to this, Mr. Jane worked for Lake Technology, an audio technology company as Director of Business Development and Licensing, where he worked closely with Lake Technology’s strategic partner, Dolby Laboratories, an audio technology company in San Francisco, and was responsible for a significant number of global licensing deals during his four years there.

Prior to Lake Technology, Mr. Jane held R&D management positions of increasing responsibility at AGEN Biomedical and the CSIRO. Mr. Jane is currently a director of a number of life sciences companies including Advent Pharmaceuticals Pty Ltd, Altiris Therapeutics, Inc., Piedmont Pharmaceuticals, Inc., Piedmont Pharmaceuticals Pty Ltd, SpeeDx Pty Ltd and is an observer to the Board of Metastatix, Inc. And Osprey Medical, Inc. Mr. Jane received his Master of Science in Instrumentation from the University of Manchester Institute of Science and Technology and holds a Bachelor of Science (Honors) in Physics from St Andrews University in Scotland.

Dr. Jane Wilson M.B.B.S., M.B.A., F.A.I.C.D. Dr. Wilson is a professional company director with extensive experience relevant to our Company in medicine and finance, with a special interest in the commercialization of research in the biotechnology sector. Dr. Wilson has served as a non-executive director since December 2006. Dr. Wilson is Chairman of the Audit & Compliance Committee and until January 2008, a member of the Remuneration and Nomination Committee. Dr. Wilson’s term of appointment as a director of the Company ends on the date of our 2014 Meeting of stockholders.

Dr. Wilson is the Finance Director of the Winston Churchill Memorial Trust and was the inaugural Chair of Horticulture Australia Ltd from 2000 to 2004. She is involved in a number of charitable and cultural organizations and has also served on the Queensland Government Biotechnology Taskforce and the boards of Energex Ltd, WorkCover Queensland, AGEN Biomedical Limited and Protagonist Ltd. Dr. Wilson was an inaugural member of the Queensland Premier’s Smart State Council and is a member of the University of Queensland Senate. She has an M.B.A. From the Harvard Business School where she studied agribusiness and the health sector.

Dr. Wilson is the current Chairman of IMBcom Limited, the commercialization company of the Institute for Molecular Bioscience, and is Past President of the Australian Institute of Company Directors — Queensland Division, as well as a director of Sonic Healthcare Ltd and CathRx Ltd. Executive Officers Mr. Salesh Balak B.A., C.A. Mr. Balak has served as our Chief Financial Officer since November 2006 and as a director of Universal Biosensors Pty Ltd since September 2010. Prior to joining Universal Biosensors, he was chief financial officer and company secretary of Pearl Healthcare Limited, an ASX listed entity engaged in the manufacturing and healthcare sector. Mr. Balak joined Pearl Healthcare Limited in April 2003 initially as its Group Accounting Manager and was promoted to Chief Financial Officer in June 2004.

While at Pearl Healthcare Limited, 7 Mr. Balak was instrumental in the successful acquisition of four businesses and integration of its existing businesses. Prior to joining Pearl Healthcare Limited, Mr. Balak spent 13 years in the Business Services, Audit and Financial Advisory Services divisions of KPMG in both the Melbourne and Fiji offices.

He holds a Bachelor of Arts in accounting and economics and is a member of the Institute of Chartered Accountants and Certified Practicing Accountants. Mr. Garry Chambers Mr. Chambers has served as our Head of Engineering since April 2002 and as Vice President of Operations since September 1, 2006.

Prior to joining Universal Biosensors Pty Ltd, Mr. Chambers was a senior engineer with MediSense (UK), one of the first biotechnology companies to produce mass market biosensors. In 1991, Mr. Chambers relocated to Australia to join Memtec Limited, a company involved in the operation, design and installation, filtration and separation of products for water supply and waste water recycling plants, to work on sensor technologies. From 1999 to 2001, he was part of a core team based in the United States that developed the glucose sensor technology. Mr. Chambers is an inventor on patents in 9 families issued and pending. Dr. Alastair Hodges BSc. (Hons.), Ph.D. Dr. Hodges has been working in the field of electrochemical sensors for the last 12 years and has served as our Chief Scientist since April 2002.

Dr. Hodges has a BSc. (Hons.) in chemistry and gained a Ph.D.

In electrochemistry from the University of Melbourne in 1987. Dr. Hodges worked as a research scientist, then senior and principle research scientist in the Defense Science and Technology Organization and the CSIRO in the fields of electrochemistry and transport processes, particularly involving membranes, until 1995, when he joined Memtec Limited to work on sensor technologies. Memtec was involved in the operation, design and installation, of filtration and separation products for water supply and waste water recycling plants.

From 1999 to 2001 Dr. Hodges led a team that worked in the US on the development of glucose sensor technology. Dr. Hodges has published thirteen papers in refereed journals and is the primary inventor of patents in 34 families issued and pending.

Dr. Adrian Oates BSc, MSc (Preliminary), Ph.D. Dr. Oates joined us in September 2007 as Vice President, Quality & Regulatory having spent over 20 years in the device, biological and pharmaceutical health care industries. His early career was as a research scientist and manager as well as head of project management at CSL Limited where a number of intravenous protein based replacement products were developed and commercialized. In 2000, he was appointed as Quality Director to oversee the implementation of the new Good Manufacturing Practices Code. He moved in 2004 to Cochlear Limited as Vice President, Quality & Regulatory where he was involved in the worldwide registration, accreditation and launch of a new sterile implantable medical device lead. After this, Dr. Oates returned to CSL Limited as Quality Director where successful FDA accreditation for Influenza vaccine was obtained. He holds a BSc (Biochemistry/Microbiology), a Master of Science (Preliminary) and a Doctor of Philosophy (Medicine) from Monash University.

Dr. Fred Davis BEng, PhD, GAICD. Dr. Davis joined us as Vice President, Business Development in November 2011. His experience includes 20 years leading the development of diagnostic instruments and first-of-kind devices with Invetech. Invetech is a global innovator in instrument and new product development, custom automation and contract manufacturing. As Managing Director for Invetech since 2006 and Director of Instrument Development (2000-2006), Dr. Davis led an international business development team; driving strong international business growth and building long term partnerships with leaders in diagnostics and life sciences. Dr. Davis holds a PhD in Mechanical Engineering from Bristol University, a Bachelor of Mechanical Engineering (Hons.1st) from Auckland University, a Graduate Certificate of Executive Business Administration from Mt.

Eliza, and a Graduate Certificate of Technology Management from APESMA. He is a Graduate of the Australian Institute of Company Directors. See also “Management of the Company” and “Management of the Company — Board of Directors.” 8 Involvement in Certain Legal Proceedings There are no legal, governmental or arbitration proceedings pending against us or Universal Biosensors Pty Ltd, which may have a material effect on our business. Corporate Governance We are not listed on a U.S.

Securities exchange and, therefore, not subject to the corporate governance requirements of any such U.S. Exchange, including those relating to independence of directors. For purposes of determining whether our directors are independent under applicable rules and regulations promulgated by the Securities and Exchange Commission, we have chosen to use the definition of “independence” established by the Nasdaq Stock Market under its Marketplace Rules, as permitted by such rules and regulations. We have determined that with the exception of Mr. Denver and Mr. Wright, all the current directors and nominees are independent as defined under the Marketplace Rules of the Nasdaq Stock Market.

We have determined that Mr. Wright is not independent as defined under the Marketplace Rules of the Nasdaq Stock Market because he is the Chief Executive Officer of the Company. We have determined that Mr. Denver is not independent as defined under the Marketplace Rules of the Nasdaq Stock Market because he held the role of Interim Chief Executive Officer of the Company since September 2010 to May 2011. The ASX also provides guidelines for determination of whether a director should be considered independent for purpose of the ASX Listing Rules. Under these guidelines the holding of a substantial interest in the Company’s shares is considered a matter which may affect independence. Each of Messrs.

Hanley, Denver and Jane and Dr. Adam are directors of companies which hold a substantial interest in the Company’s securities and therefore may not be considered independent for the purposes of the ASX guidelines. Board Leadership Structure The position of Chairman of the Board of Directors and Chief Executive Officer is held by two separate officers within our Company. From September 2010 to May 2011, our Chairman, Mr. Andrew Denver served as Interim Chief Executive Officer of the Company. It is the intention of our Board of Directors that the position of Chairman of the Board of Directors and Chief Executive Officer will be held by two separate officers of the Company. The Company does not have a lead independent director. Our Board of Directors believes the Company’s leadership structure is appropriate as having the position of Chairman and Chief Executive Officer held by two separate officers within our Company is indicative of stronger governance and reinforces the Company’s sound framework of internal control. The Board regularly deliberates and discusses its appropriate leadership structure and the role and responsibilities of the Chairman of the Board and the Chief Executive Officer, based upon the needs of the Company from time to time to provide effective oversight of management.

Risk Management Oversight of the Risk Management System The Board oversees the establishment, implementation and annual review of the Company’s risk management. The Chief Executive Officer and the Chief Financial Officer have declared in writing to the Audit & Compliance Committee that the controls and procedures have been assessed and found to be operating effectively.

The operational and other compliance risk management processes have also been assessed and found to be operating effectively. Whilst management provides reports to the Board on the status of the risk management system, which is aimed at ensuring risks are identified, assessed and appropriately managed, in some instances the Audit & Compliance Committee also reports to the Board on this matter. 9 Risk Management Compliance and Control The Board is responsible for the overall internal control framework, but recognizes that no cost-effective internal control system will preclude all errors and irregularities.

To assist in discharging this responsibility, the Board has developed an internal control framework as summarized below: (a) Internal audits — the Company’s internal auditor reports to the Audit & Compliance Committee at least once per quarter on internal controls over financial reporting matters. On an annual basis, the Company gets audited on its Quality Management System, ISO, an international standard covering the global medical device sector. This certification covers the “design and development, production and distribution of blood glucose measuring systems and other in vitro diagnostic devices”. (b) Financial reporting — there is a comprehensive budgeting system with an annual budget approved by the Board. Monthly actual results are reported against budget and major variances, if any, must be explained. (c) Continuous disclosure — the Company has policies in place to ensure the Company complies with the continuous disclosure and other applicable requirements of the ASX Listing Rules. The Chief Executive Officer and the Chief Financial Officer have stated in writing to the Audit & Compliance Committee that the Company’s financial reports are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board.

Assessment of Effectiveness of Risk Management The internal auditor assists the Board in ensuring compliance with the internal controls and risk management program over financial reporting by regularly reviewing the effectiveness of the compliance and control systems. The Audit & Compliance Committee is responsible for approving the scope of work to be performed on a regular basis. Internal Control and Sarbanes Oxley Pursuant to section 404 of the Sarbanes-Oxley Act of 2002, we are required to evaluate the effectiveness of internal controls over financial reporting as of the end of each fiscal year.

As part of our compliance efforts relative to section 404, we have fully implemented the controls over financial reporting. We have adopted the internal control framework set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in completing the assessment. The Audit & Compliance Committee has monitored, and will continue to monitor, the Company’s response to rules pursuant to section 404 of the Act. Board Committees Our Board of Directors met on eleven occasions during the year ended December 31, 2011 and acted by written consent on one occasion. Each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board; and (ii) the total number of meetings held by all committees of the Board on which he or she served, other than Mr. Hanley who was unable to attend two of the six Audit and Compliance Committee Meetings. There are two committees of the Board: the Audit and Compliance Committee and the Remuneration and Nomination Committee.

Members of our Board of Directors are encouraged to attend the Meeting of Stockholders if they are available. All the current members of our Board of Directors attended the Meeting of Stockholders held in 2011. Audit and Compliance Committee The Company has a separately designated standing audit committee in accordance with Section 3(a)(58)(A) of the Exchange Act.

The current members of the Audit and Compliance Committee are Mr. Colin Adam, Mr. Denis Hanley and Dr. Jane Wilson (chairman). The Audit and Compliance Committee is governed by a formal charter, a copy of which is available on our website at www.universalbiosensors.com. The Board has determined that Mr. Adam, Mr. Hanley and Dr. Wilson meet the criteria for being independent under the Marketplace Rules of the Nasdaq Stock Market and for the purposes of ASX Guidelines.

During the year ended December 31, 2011, the Committee met on six occasions. For more information in relation to the determination of which of our directors are considered independent under the Marketplace Rules of the Nasdaq Stock Market, refer to the section above titled “Corporate Governance”. The Board has determined that Mr. Denis Hanley and Dr. Jane Wilson qualify as an “audit committee financial expert”, as defined under the rules and regulations of the Securities and Exchange Commission. 10 Report of the Audit and Compliance Committee The Audit and Compliance Committee’s primary role is to assist the Board of Directors in fulfilling its responsibility for oversight of the Company’s financial and accounting operations.