ALCIDION GROUP LIMITED — Proxy Solicitation & Information Statement 2018

May 14, 2018

Notice of Extraordinary General Meeting and Explanatory Notes

Alcidion Group Limited ACN 143 142 410

Date: Thursday, 14 June 2018 Time: 11.00 a.m., Adelaide time. Venue: The Science Exchange 55 Exchange Place Adelaide SA 5000

Notice of Extraordinary General Meeting

Notice

Notice is hereby given that the Alcidion Group Limited (‘ Alcidion ’ or ‘ Company ’) Extraordinary General Meeting of Shareholders will be held at The Science Exchange, 55 Exchange Place, Adelaide, South Australia, 5000 on Thursday, 14 June 2018 at 11.00 a.m. Adelaide time. Attached to and forming part of this Notice of Meeting are the Explanatory Notes that provide Shareholders with background information and further details in understanding the reasons for and the effect of the Resolution if approved.

This information is presented in accordance with the regulatory requirements of the Corporations Act 2001 (Cth) (‘ Corporations Act ’).

If you are unable to attend the meeting, you are requested to complete the form of proxy enclosed with this notice. The entitlement for Shareholders to vote at the meeting will be determined by reference to those persons on the register of members as at 7.00 p.m. Sydney time on Tuesday, 12 June 2018. The Proxy Form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be sent to the Share Registry using the details below:

 Online www.investorvote.com.au

Or for Intermediary Online subscribers only (custodians) www.intermediaryonline.com  By Fax 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)  By Mail Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001

Proxy forms must be received at least 48 hours before the time for holding the meeting (being no later than 11.00 a.m. Adelaide time on Tuesday, 12 June 2018).

A number of defined terms are used in the Notice of Meeting. These terms are contained in the Glossary in section 2 of the Explanatory Notes.

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AGENDA

1. APPROVAL OF ISSUE OF CONSIDERATION SHARES

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

‘That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 198,019,802 Consideration Shares on the terms and conditions described in the Explanatory Notes which accompany and form part of this Notice of Meeting.’

Voting exclusion statement for Resolution 1

The Company will disregard any votes cast in favour of Resolution 1 by any person who is expected to participate in the proposed issue of Consideration Shares (as defined in the Explanatory Notes), and any person who will obtain a material benefit as a result of the proposed issue of Consideration Shares (except a benefit solely by reason of being a holder of ordinary shares), and any associates of any such persons.

Without limiting the above, the ASX has determined that the Company must disregard any votes cast in favour of Resolution 1 by any person who holds Class B Contingent Share Rights (as defined in the Explanatory Notes).

However, the Company need not disregard a vote if:

• the vote is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• the vote is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. OTHER BUSINESS

To transact any other business that may be brought forward in accordance with the Company’s Constitution.

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The Explanatory Notes attached to this Notice form part of this Notice. A detailed explanation of the background and reasons for the proposed resolutions are set out in the Explanatory Notes.

By order of the Board.

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Duncan Craig

Chief Financial Officer and Company Secretary 15 May 2018

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Proxies and Voting

Determination of Shareholders’ Right to Vote

For the purposes of this meeting, Shares will be taken to be held by persons who are registered as Shareholders as at 7.00 p.m. Sydney time on Tuesday, 12 June 2018. Accordingly, transactions registered after that time will be disregarded in determining Shareholders entitled to attend and vote at the meeting.

Voting in Person

If you are proposing to attend the Meeting and vote, there is no need for you to take any further action at this time.

Voting by Corporate Representative

Body corporate Shareholders should complete an “Appointment of Corporate Representative” form to enable a person to attend the meeting on their behalf. This form can be obtained from Computershare’s website at https://www-au.computershare.com/Investor/help/printableforms.

Appointment of a proxy

A Shareholder entitled to vote at the Meeting may appoint not more than two proxies to attend and vote at the Meeting on that Shareholder's behalf. A proxy need not be a Shareholder of the Company.

A Shareholder who is entitled to cast two or more votes may appoint not more than two proxies to attend and vote at the Meeting. If you appoint two proxies, you may specify the proportion of votes each proxy is appointed to exercise. If no such proportion is specified, each proxy can exercise half of the Shareholder's voting rights.

If the appointment of a proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. However, unless the proxy is required by law to vote, the proxy may decide not to vote on that item. All directed proxies that are not voted on a poll at the Meeting will automatically default to the Chairman, who is required to vote the proxies as directed. Any undirected proxies on a given resolution may be voted on by the appointed proxy as they choose, subject to voting exclusions as described previously.

In the case of Shares jointly held by two or more persons, any joint holder may appoint a proxy but if more than one is present at the meeting (either in person or by proxy or attorney or representative) the joint holder whose name appears first in the Company's share register shall alone be entitled to vote in respect of those shares.

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Lodging a proxy form

To be effective, the completed Proxy Form, together with any relevant power of attorney, must be received by the Share Registry not less than 48 hours before the time for holding the meeting, which is 11.00 a.m. Adelaide time on Tuesday, 12 June 2018.

The Proxy Form can be returned in the following ways:

 Online www.investorvote.com.au

Or for Intermediary Online subscribers only (custodians) www.intermediaryonline.com

 By Fax 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

 By Mail Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001

A Proxy Form accompanies this Notice of Extraordinary General Meeting.

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Explanatory Notes

These are the Explanatory Notes accompanying the Notice of Extraordinary General Meeting for Alcidion Group Limited ACN 143 142 410 (‘ Alcidion ’ or ‘ Company ’) to be held on Thursday, 14 June 2018 at 11.00 a.m., Adelaide time at The Science Exchange, 55 Exchange Place, Adelaide, South Australia, 5000.

Information relevant to the business to be considered at the Extraordinary General Meeting is provided in these Explanatory Notes and Shareholders should read this document in full.

1 Resolution 1: Approval of issue of Consideration Shares

1.1 Background

On 24 April 2018, the Company announced that it had entered into a binding agreements to acquire MKM Health Pty Ltd and its NZ subsidiary (‘ MKM Health ’) and Patientrack Holdings Limited and its subsidiaries in the UK and Australia (‘ Patientrack Holdings ’) from the current MKM Health and Patientrack Holdings shareholders.

Key terms of the Acquisition

As announced to the ASX on 24 April 2018, the key terms of the Acquisition are below:

Term	Detail
Initial consideration	A$12 million (subject to completion adjustments), comprising: • A$2 million in cash (from existing cash resources); and • 198,019,802 fully paid ordinary shares in the Company, each with a deemed issue price of A$0.05050 (‘Consideration Shares’). Approval for the issue of the Consideration Shares is being sought at this Meeting.
Contingent payment	Further contingent consideration of up to A$4 million, to be satisfied by the issue of fully paid ordinary shares in the Company each with a deemed issue price of A$0.05050 (‘Contingent Consideration Shares’), is payable 12 months after completion of the Acquisition, subject to the revenue and EBITDA performance of MKM Health and Patientrack Holdings in that 12 month period. Approval for the issue of the Contingent Payment Shares is not being sought at this Meeting, given that the Contingent Payment Shares will not be issued within 3 months of the date of this Meeting. However, the commitment to issue the Contingent Consideration Shares is conditional on shareholder approval being received for the issue of the Consideration Shares.

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Term	Detail
Escrow	Approximately 80% of the Consideration Shares will be voluntarily escrowed for a period of 12 months from completion of the Acquisition. The Contingent Consideration Shares will not be subject to voluntary escrow.
Board and management changes	On completion of the Acquisition, it is proposed that Ms Kate Quirke will join the Board of the Company. Subject to completion of the Acquisition, it is also proposed that Ms Kate Quirke will be appointed as CEO of the Company, with Mr Ray Blight moving to the role of Executive Chairman of the Company.
Conditions precedent	The Acquisition is subject to Alcidion shareholder approval for the issue of the Consideration Shares under ASX Listing Rule 7.1 and other conditions precedent, including receiving all necessary third party approvals and no material adverse change taking place in relation to MKM Health or Patientrack Holdings.
Ineligible sellers	A small number of Patientrack Holdings shareholders are not resident in Australia, and Alcidion is entitled to deem such sellers as ‘ineligible sellers’ if it is not possible to issue shares to those sellers under foreign securities laws. Alcidion can elect to pay such ineligible sellers A$0.05050 in cash for each share that they would otherwise have received, or alternatively can arrange for those shares to be sold on market and the proceeds remitted to the ineligible sellers (subject to complying with applicable regulatory requirements for such sale process). These ineligible seller mechanisms are expected to apply to between 1% to 5% of the shares to be issued under the Acquisition.

Overview of MKM Health and Patientrack Holdings

MKM Health was founded in 2003 as a Health IT consultancy firm by three senior ex-Deloitte health IT consultants. Today, it has diversified revenue streams generated from a range of services and software products within the digital healthcare sector.

MKM Health generates service revenues in the specialist areas of healthcare IT implementation, integration and data management. MKM Health has a strong team of health IT specialists with proven technical expertise and experience working with a range of healthcare providers and all major health IT software platforms.

MKM Health has been Patientrack Holdings’ IT service provider since collaborating to develop the initial Patientrack product. MKM Health is Patientrack’s sole distributor in Australia and NZ. Over the last three years it has sold Patientrack to five district health boards in NZ and two large public health services in Australia, giving it first-mover advantage and a dominant share of the emerging Australian and NZ markets. Patientrack is a clinically proven bedside mobile nursing system that manages patient care, improves patient safety and increases efficiency of care.

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As well as Patientrack and its own health IT solutions, MKM Health is increasingly being approached to resell, implement and support other specialist health software solutions on behalf of overseas suppliers who recognise MKM Health’s strong positioning in the Australian and NZ healthcare markets.

MKM Health and Patientrack Holdings have more than 80 customers including NHS Acute Trusts in the UK, and public and private hospitals and healthcare groups in Australia and NZ. The combined MKM Health and Patientrack Holdings group currently employs 45 full time employees in Australia and NZ and nine full time employees in the UK, all of whom will be transitioned across to the combined Alcidion group.

In the 12 months to 30 June 2017, MKM Health and Patientrack Holdings generated combined revenues of A$9.5 million and NPAT of A$0.7 million. In the 6 months to 31 December 2017, MKM Health and Patientrack Holdings generated combined revenues of A$5.6 million.

Rationale for the Acquisition

The Acquisition creates a new and leading specialist health IT solution provider focused on “next generation” decision intelligence and analytics technology designed for hospital and allied healthcare customers globally. Patientrack and Alcidion’s existing Miya and Smartpage products will provide the expanded group with a strong foundation of complementary technologies and expanded sales and marketing expertise

The Acquisition is consistent with Alcidion’s planned international expansion strategy, particularly in the attractive and fast growing UK market, where it will now have a significant number of NHS Trusts as key customers. This represents a lower risk and lower cost market entry compared to organic expansion by Alcidion into this market.

The enlarged Alcidion group will also have leading healthcare system integration, implementation and software support capabilities, required by both individual healthcare providers and state health agencies to build integrated health informatics platforms, a necessary basis in order to deliver truly integrated healthcare.

Together, the combined group will have increased financial and operational scale, with an expanded specialist sales and marketing team across three key markets to cross-sell a suite of leading products, enabling more intelligent, accurate and faster decision making in a hospital and healthcare setting, contributing to better patient outcomes.

A key feature of both the Patientrack and Miya platform is that they have been built to integrate seamlessly with each other and with other technology platforms.

Alcidion has demonstrated the combined value of incorporating Patientrack capabilities with the Miya platform to several key customers. The combination of these leading technologies is expected to allow Alcidion to expand its reach into the integrated, connected care setting and potentially into the home.

1.2 Purpose of approval

ASX Listing Rule 7.1 provides that the Company must not issue Equity Securities in excess of the Company’s 15% placement capacity under Listing Rule 7.1 (‘ 15% Capacity ’) within a 12 month period unless a specified exception applies or the issue is made with prior shareholder approval.

Given that the number of Consideration Shares would otherwise exceed the Company’s 15% Capacity, approval is being sought from Shareholders for the issue of the Consideration Shares.

Issues of securities made with prior shareholder approval are not included in the Company’s 15% Capacity.

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1.3 Effect on the Company

15% Capacity

The approval sought under Resolution 1 will allow the Company to issue the Consideration Shares, without that issue taking up the Company’s 15% Capacity. After the issue of the Consideration Shares, the Company’s 15% Capacity will be calculated based on its enlarged share capital, meaning that the issue of the Consideration Shares will increase the Company’s 15% Capacity.

This will provide the Company additional flexibility issue Equity Securities over the next 12 months.

Other than issue of the Consideration Shares and the Contingent Consideration Shares, and the potential issue of Equity Securities in connection with performance milestones for the acquisition of Oncall Systems Limited announced to the ASX on 6 December 2017, as at the date of this notice the Board has not made a decision to undertake any further issues of Equity Securities. The Board will only undertake further issues of Equity Securities if the Board considers it in the best interest of the Company to do so.

Potential effect of the Acquisition on Class B Contingent Share Rights

The Company currently has on issue 148,387,096 Class B Contingent Share Rights, which were issued in connection with the reverse takeover of Alcidion Corporation Pty Ltd by the Company in February 2016. The rights attaching to the Class B Contingent Share Rights are summarised in the prospectus lodged by the Company with the ASX on 7 December 2015.

Under their terms of issue, each Class B Contingent Share Right will be satisfied by the issuance of one ordinary share in the Company upon the Company achieving audited sales revenue of at least A$15 million in a period of 12 consecutive months no later than three years from the date on which the Company’s shares were re-admitted to trading after the reverse takeover of Alcidion Corporation Pty Ltd (being three years from 25 February 2019) (‘ Class B Milestone ’).Without the Acquisition, it is highly unlikely that the Class B Milestone would be achieved, given that the consolidated revenue of the Company and its controlled entities in calendar year 2017 was approximately A$3.4 million.

There is no certainty that the Acquisition will result in the Class B Milestone being achieved. However, should the Acquisition result in a significant increase in the consolidated revenue of the Company and its controlled entities for the 12 months to 25 February 2019, this would increase the likelihood of the Class B Milestone being met. For these reasons, the ASX has determined that the Company must disregard any votes cast in favour of Resolution 1 by any person who holds Class B Contingent Share Rights (except where the vote is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides).

1.4 Section 228(6) of the Corporations Act

The Consideration Shares will not be issued to any person who is a related party of the Company, other than to Ms Kate Quirke (or her controlled entities).

It is proposed that Ms Kate Quirke will become a Director of the Company on completion of the Acquisition, and accordingly Ms Kate Quirke is deemed to be a related party of the Company under section 228(6) of the Corporations Act.

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However, Shareholder approval of the Acquisition for the purposes of Listing Rule 10.1 and of the issue of Consideration Shares and Contingent Consideration Shares to Ms Kate Quirke for the purposes of Listing Rule 10.11 are not required. This is because Listing Rule 10.3 and Listing Rule 10.12 Exception 6 provide exceptions to the application of Listing Rules 10.1 and 10.11 respectively, where the relevant person is a Related Party by reason only of the relevant transaction and the application of section 228(6) of the Corporations Act.

Notwithstanding that Ms Kate Quirke is a related party of the Company under section 228(6) of the Corporations Act, the Directors also consider that Shareholder approval of the Acquisition under Chapter 2E of the Corporations Act is not required in respect of the issue of the Consideration Shares or the Contingent Consideration Shares to Ms Kate Quirke, because she will participate in the issue of Consideration Shares and the Contingent Consideration Shares at arm’s length on the same terms and at the same deemed issue price as all non-related party MKM Vendors and Patientrack Vendors who are participating in the Acquisition (other than the ineligible sellers as referred to above).

1.5 Details of the proposed issue of Consideration Shares

Maximum number of securities	198,019,802 fully paid ordinary shares in the Company.
Date of issue	On completion of the Acquisition, which is expected to occur on or around Friday, 29 June 2018 and, in any event, no later than three months following the date of this Meeting (or such later date as permitted by an ASX waiver or modification of the Listing Rules). It is intended that the Consideration Shares will be issued on one date.
Issue price	The Consideration Shares will be issued at a deemed issue price of A$0.05050 per share
Proposed allottees	The Consideration Shares will be issued to the MKM Vendors and the Patientrack Vendors (or their nominees) as part of the consideration payable by the Company under the Acquisition.
Issue terms	The Consideration Shares to be issued will rank equally with the Company’s existing Shares on issue. The Company will apply to ASX for official quotation of the Consideration Shares.
Use or intended use of funds	The issue of Consideration Shares will not generate cash proceeds. Instead, the Company intends to issue the Consideration Shares as part of the consideration payable by the Company under the Acquisition.

1.6 Voting Exclusion

A voting exclusion statement is included in this Notice.

1.7 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

The Chairman of the Meeting will be casting undirected proxies in favour of Resolution 1.

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2 Glossary

In these Explanatory Notes and Notice of Extraordinary General Meeting the following expressions have the following meanings unless stated otherwise or unless the context otherwise requires.

Term	Meaning
Acquisition	the proposed acquisition by the Company of MKM Health and
	Patientrack Holdings;
Alcidion	Alcidion Group Limited (ACN 143 142 410);
Board	the board of Directors of the Company;
Class B Contingent	a Class B Contingent Share Right issued by the Company in
Share Right	connection with the reverse takeover of Alcidion Corporation
	Pty Ltd by the Company in February 2016, the rights attaching to
	which are summarised in the prospectus lodged by the Company
	with the ASX on 7 December 2015;
Company	Alcidion Group Limited (ACN 143 142 410);
Consideration Shares	198,019,802 fully paid ordinary shares in the Company, each with
	a deemed issue price of A$0.05050;
Corporations Act	the_Corporations Act_2001 (Cth);
Director	a Director of the Company;
EBITDA	earnings before interest, tax, depreciation and amortisation;
Equity Securities	includes a Share, an Option, a right to a Share or Option, a
	convertible security and any security that ASX decides to classify as
	an Equity Security;
Meeting	the meeting of shareholders convened by the Notice;
MKM Health	MKM Health Pty Ltd, ACN 103 201 663, and its NZ subsidiary;
MKM Vendor	a person who sells shares in MKM Health Pty Ltd pursuant to
	the Acquisition;
Notice	the notice of meeting to which these Explanatory Notes are
	attached and form part;
Option	an option to acquire a Share;
Patientrack Holdings	Patientrack Holdings Limited, England and Wales company
	number 6820760, and its subsidiaries in the UK and Australia;
Patientrack Vendor	a person who sells shares in Patientrack Holdings Limited pursuant
	to the Acquisition;

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Term	Meaning
Share	a fully paid ordinary share in the capital of the Company;
Share Registry	Computershare Investor Services Pty Ltd;
Shareholder	a holder of Shares;

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Alcidion Group Limited ABN 77 143 142 410

Lodge your proxy form:

 Online: www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

Proxy Form



Lodge your proxy form online

• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• Follow the instructions on the secure website to Lodge your proxy form.

Your access information that you will need to Lodge your proxy form:

Control Number: 131586

SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

• For your proxy form to be effective it must be received by 11:00am (Adelaide time) Tuesday, 12 June 2018

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 or abstain as they choose (to the extent permitted by law). 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. Delete titles as applicable.

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 www.investorcentre.com under the help tab, "Printable Forms".

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 LODGE YOUR PROXY FORM, or turn over to complete the form 

238472_0_COSMOS_Sample_Proxy/000001/000001/i

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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.

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Alcidion Group Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman 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 Chairman 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, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Alcidion Group Limited to be held at The Science Exchange, 55 Exchange Place, Adelaide, South Australia, 5000 on Thursday 14 June 2018 at 11:00am (Adelaide time) and at any adjournment or postponement of that meeting.

Items of Business

ORDINARY 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.

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For Against Abstain
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1 Approval of Issue of Consideration Shares

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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ALC