ANTEOTECH LTD — AGM Information 2010

Oct 31, 2010

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Anteo Diagnostics Limited (ABN 75 070 028 625)

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Anteo Diagnostics Limited (“ Anteo ” or the “ Company ”) for 2010 will be held on 30th November 2010 at 10:30am (Sydney time) at Level 5, 56 Pitt Street Sydney NSW. The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum and Proxy Form form part of this Notice.

The Directors have determined that pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered shareholders of the Company as at 7:00pm (Sydney time) on 29[th] November 2010.

BUSINESS

FINANCIAL STATEMENTS

To receive and consider the financial statements of the Company and its controlled entities for the year ended 30 June 2010 and the related Directors’ Report, Directors’ Declaration and Auditors’ Report.

RESOLUTION 1: ADOPTION OF DIRECTORS’ REMUNERATION REPORT

To adopt the Directors’ Remuneration Report for the year ended 30 June 2010.

Note: In accordance with section 250R of the Corporations Act 2001, the vote on Resolution 1 will be advisory only and will not bind the Directors or the Company.

RESOLUTION 2: RE-ELECTION OF DIRECTOR (Mr Richard Martin)

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

That Mr Richard Martin, who retires in accordance with clause 20.2 of the Company’s Constitution and, being eligible, offers himself for re-election as a Director of the Company, is hereby re-elected as a Director of the Company.

RESOLUTION 3: RE-ELECTION OF DIRECTOR (Ms Laura Iacusso)

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

That Ms Laura Iacusso, who retires in accordance with clause 20.2 of the Company’s Constitution and, being eligible, offers herself for re-election as a Director of the Company, is hereby re-elected as a Director of the Company.

Notice of 2010 AGM EM (Anteo) (clean final)1633346(1) (2).DOCX

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RESOLUTION 4: ISSUE OF OPTIONS (Dr Geoffrey Cumming)

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

That pursuant to and in accordance with section 208 of the Corporations Act 2001 (Cth) and Listing Rule 10.14 of ASX Limited, and for all other purposes, the Company approves and authorises the Directors of the Company to issue to Dr Geoffrey Cumming, options to subscribe for 13,000,000 fully paid ordinary shares in the capital of the Company at an exercise price of 7 cents per share, and otherwise on the terms set out in the Explanatory Memorandum accompanying the Notice of Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast in relation to Resolution 4 by the Directors and any associate of a Director. However, the Company will not disregard a vote if it is cast by a Director or any associate of a Director:

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

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

RESOLUTION 5: ISSUE OF OPTIONS (Mr James Henderson)

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

That pursuant to and in accordance with section 208 of the Corporations Act 2001 (Cth) and Listing Rule 10.14 of ASX Limited, and for all other purposes, the Company approves and authorises the Directors of the Company to issue to Mr James Henderson, options to subscribe for 5,000,000 fully paid ordinary shares in the capital of the Company at an exercise price of 7 cents per share, and otherwise on the terms set out in the Explanatory Memorandum accompanying the Notice of Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast in relation to Resolution 5 by the Directors and any associate of a Director. However, the Company will not disregard a vote if it is cast by a Director or any associate of a Director:

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

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

RESOLUTION 6: ISSUE OF OPTIONS (Mr Richard Martin)

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

That pursuant to and in accordance with section 208 of the Corporations Act 2001 (Cth) and Listing Rule 10.14 of ASX Limited, and for all other purposes, the Company approves and authorises the Directors of the Company to issue to Mr Richard Martin, options to subscribe for 1,400,000 fully paid ordinary shares in the capital of the Company at an exercise price of 7 cents per share, and otherwise on the terms set out in the Explanatory Memorandum accompanying the Notice of Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast in relation to Resolution 6 by the Directors and any associate of a Director. However, the Company will not disregard a vote if it is cast by a Director or any associate of a Director:

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

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

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RESOLUTION 7: ISSUE OF OPTIONS (Ms Laura Iacusso)

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

That pursuant to and in accordance with section 208 of the Corporations Act 2001 (Cth) and Listing Rule 10.14 of ASX Limited, and for all other purposes, the Company approves and authorises the Directors of the Company to issue to Ms Laura Iacusso, options to subscribe for 1,400,000 fully paid ordinary shares in the capital of the Company at an exercise price of 7 cents per share], and otherwise on the terms set out in the Explanatory Memorandum accompanying the Notice of Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast in relation to Resolution 7 by the Directors and any associate of a Director. However, the Company will not disregard a vote if it is cast by a Director or any associate of a Director:

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

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

DATED: 27[th] October 2010

By order of the Board

Shane Hartwig Company Secretary

Notice of 2010 AGM EM (Anteo) (clean final)1633346(1) (2).DOCX

NOTES:

Explanatory Memorandum

The Notice of Annual General Meeting should be read in conjunction with the accompanying Explanatory Memorandum.

Eligibility to vote

In accordance with the Corporations Act 2001 and the Company's Constitution, a person's entitlement to vote at the Annual General Meeting will be determined by reference to the number of fully paid shares registered in the name of that person (reflected in the register of members) as at 7:00pm (Sydney time) on 29[th] November 2010.

Proxy votes

A member entitled to attend and vote is entitled to appoint not more than two (2) proxies to attend and vote in their place.

Where more than one (1) proxy is appointed, the appointment may specify the proportion or number of votes that the proxy may exercise, otherwise each may exercise half of the votes.

A proxy need not be a member.

A form of proxy must be signed by the member or the member’s attorney.

Proxies must reach the Company at least forty eight (48) hours before the meeting at which the person named in the proxy form proposes to vote.

The address for lodgement of proxies is:

Delivery Address: Postal Address: Fax Number: Anteo Diagnostics Limited Anteo Diagnostics Limited +61 2 9279 0664 c/- Registries Limited c/- Registries Limited Level 7 GPO Box 3993 207 Kent Street Sydney NSW 2001 Sydney NSW 2000

Power of Attorney

If a proxy is signed by a member's attorney, the member's attorney confirms that he has received no revocation of authority under which the proxy is executed and the authorities under which the appointment was signed or a certified copy thereof must also be received at least forty eight (48) hours before the meeting.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

Questions for the Auditor

Under section 250PA of the Corporations Act, shareholders may submit written questions for the auditor up to five business days before the date of the Annual General Meeting. Shareholders wishing to do so may send their questions to the Company c/Transocean Group, Level 5, 56 Pitt Street, Sydney, and the Company will pass them on to the auditor.

2010 Annual Report

Copies of the Company’s 2010 Annual Report for the financial year ending 30 June 2010 (“Annual Report”) comprising the Annual Financial Reports, Directors’ Report and Auditor’s Report of the Company and the Company’s controlled entities will be distributed to those shareholders requesting a physical copy of these documents. The Company’s Annual Report is able to be viewed at the Company’s website at www.bio-layer.com .

Enquiries

Shareholders are invited to contact the Company Secretary, Shane Hartwig on (02) 8823 3152 if they have any queries in respect of the matters set out in these documents.

Notice of 2010 AGM EM (Anteo) (clean final)1633346(1) (2).DOCX

EXPLANATORY MEMORANDUM

ANTEO DIAGNOSTICS LIMITED

INTRODUCTION

This Explanatory Memorandum has been prepared to assist shareholders in considering the Resolutions set out in the Company’s Notice of General Meeting. This Explanatory Memorandum forms part of, and should be read in conjunction with, the Company’s Notice of Meeting, for the Company’s Annual General Meeting to be held at the Level 5, 56 Pitt Street, Sydney NSW on 30[th] November 2010 at 10:30am .

Terms used in this Explanatory Memorandum are defined in the Glossary at page 8 of this Explanatory Memorandum.

BUSINESS

FINANCIAL STATEMENTS

The Corporations Act 2001 requires that the Financial Report (including the Directors’ Report, Financial Statements and the Audit Report) be laid before the Annual General Meeting. Although not requiring a vote of Members, an opportunity will be provided for Members to ask questions on the reports, including of the Company’s auditor, who will be available to answer Member questions relating to the Audit Report.

RESOLUTION 1: ADOPTION OF DIRECTORS’ REMUNERATION REPORT

The Board is committed to creating value for Shareholders by applying the Company’s funds productively and responsibly. A portion of the funds available to the Company is applied to remunerate your Non-Executive Directors.

Your Board is aware of the sensitivities of Shareholders to remuneration practices generally, and submits its remuneration report to Shareholders for consideration and adoption under a non-binding resolution.

The Remuneration Report appears within the Directors’ Report in the Company’s Annual Report and describes the remuneration practices of the Company and the rationale underpinning those practices.

Directors’ Recommendation

The Directors unanimously recommend that shareholders vote in favour of the resolution.

RESOLUTION 2: RE-ELECTION OF DIRECTOR (Mr Richard Martin)

Under the Company’s Constitution, (clause 20.2), one third of Directors must retire from office annually and, if eligible, may offer themselves for re-election.

Mr Richard Martin is a Director of the venture capital group First Cape Management. Mr Martin began his career working as a Chartered Accountant in public practice and has been a partner in the accounting firm of Trood Pratt & Co. His work has included complex business structuring and financing, the public listing of companies, the management of foreign currency portfolios, and the negotiation and implementation on the purchase and sale of small & large enterprises.

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Directors’ Recommendation

The Board supports the re-election of Mr Martin.

RESOLUTION 3: RE-ELECTION OF DIRECTOR (Ms Laura Iacusso)

Ms Iacusso is a Director of Transocean Group Pty. Ltd. and a chartered accountant with over 20 years experience in providing investment banking and corporate finance services to emerging companies, including the medical products and diagnostics sector. She specialises in providing advice relating to corporate transactions and strategies including overall project management, valuation, due diligence and other transaction support, corporate advice associated with transactions, stock exchange listings, capital raisings and commercial negotiations.

Prior to joining Transocean Ms Iacusso was a Corporate Finance partner with Deloitte in Australia.

Directors’ Recommendation

The Board supports the re-election of Ms Laura Iacusso.

RESOLUTIONS 4 to 7: APPROVAL FOR ISSUE OF OPTIONS TO DIRECTORS

Shareholder approval is being sought in Resolutions 4 to 7, to grant a total of 20,800,000 options to the following Directors:

• (a) 13,000,000 options are to be issued to Dr Geoffrey Cumming, Managing Director;

• (b) 5,000,000 options are to be issued to Mr James Henderson, Chairman and Non-Executive Director;

• (c) 1,400,000 options are to be issued to Mr Richard Martin, Non-Executive Director;

• (d) 1,400,000 options are to be issued to Ms Laura Iacusso, Non-Executive Director.

Anteo currently provides no long term equity incentive for the Directors. Industry trends are providing equity incentives to directors as a means of reducing cash out-flow and giving directors a performance related incentive. The Board considers that the current state of the Company and achievements to date warrants the issue of Plan Options to Directors.

The options will be issued under the ESOP which was approved by shareholders at the 2008 Annual General Meeting, as it entitles all Directors to participate and acquire securities. A copy of the ESOP is available on request to the Company Secretary, Shane Hartwig.

Each Director has played a key and integral role in the future benefit of the Company and therefore for increased shareholder value. The proposed issue of Plan Options is based on each Director’s contributions to the Company.

Reason for Shareholder Approval

ASX Listing Rule 10.14 states that a company must not permit a Director or their associate to acquire securities under an employee incentive scheme without the approval of ordinary shareholders. Accordingly, approval is sought under this Rule.

Chapter 2E of the Corporations Act also prohibits a public company from giving a financial benefit (which includes the grant of Plan Options) to a related party of the public company (which includes directors of the Company) unless either:

• (a) the giving of the financial benefit falls within one of the nominated exceptions; or

• (b) prior shareholder approval is obtained to the giving of the financial benefit.

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Although the issue of Plan Options to the Directors might be said to fall within a nominated exception under the Corporations Act for shareholder approval (being reasonable remuneration of an officer or employee), your directors consider it prudent to seek shareholder approval nonetheless under the Corporations Act.

Terms of Plan Options

The proposed terms of the Plan Options are set out at Annexure A to this Explanatory Memorandum.

Listing Rule 10.14 information

The following information is provided to shareholders for the purpose of Listing Rule 10.14:

• (a) the number of Plan Options to be granted is 20,800,000;

• (b) the Plan Options will be granted as incentive options and accordingly the Plan Options will be issued for no cash consideration;

• (c) the exercise price of each Plan Option will be 7 cents per Plan Option;

• (d) the Plan Options will vest as follows:

• (i) 5,200,000 Plan Options on 31 January 2011 provided the maintainable share price for the Shares is positive and is in the top 50% of companies in the ASX Health and Biotech sector;

• (ii) up to 10,400,000 Plan Options on 31 January 2012 provided the maintainable share price for the Shares is positive and is in the top 50% of companies in the ASX Health and Biotech sector;

• (iii) all 20,800,000 Plan Options on 31 January 2013 provided the maintainable share price for the Shares is positive and is in the top 50% of companies in the ASX Health and Biotech sector.

Officer	Plan Options to vest	Plan Options to vest 31	Plan Options to vest
	31 January 2011	January 2012	31 January 2013
Dr Cumming	3,250,000	3,250,000	6,500,000
Mr Henderson	1,250,000	1,250,000	2,500,000
Mr Martin	350,000	350,000	700,000
Ms Iacusso	350,000	350,000	700,000

• (e)

• the Plan Options will expire 4 years from the date of issue;

• (f) in the event of a take over of the Company (as defined in Chapter 6 of the Corporations Act) the Plan Options will vest immediately;

• (g)

• the Plan Options can be exercised at any time from vesting to the expiry date;

• (h)

• no loan is being granted by the Company in relation to the exercise price of the Plan Options;

• (i) the Plan Options will be issued no later than 1 month after the date of the Annual General Meeting.

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RELATED PARTY DISCLOSURES IN RELATION TO THE GRANT OF PLAN OPTIONS

The following additional disclosures are made for the purposes of the Corporations Act:

(a) The nature of the financial benefit

The proposed financial benefit to be given is the grant of Plan Options for no cash consideration.

(b) Valuation of Plan Options

The Directors, in conjunction with the Company's advisers, have determined the value of the Plan Options using the Black Scholes model for pricing of financial options. This valuation model uses inputs including time to expiration, strike price, value of the underlying financial instrument, implied volatility and the risk free interest rate.

For the purposes of this Explanatory Memorandum, in order to calculate an indicative value of the Plan Options for the purposes of the Black Scholes model, it has been assumed that the Plan Options have notionally been issued on 19 October 2010 so that they expire on 19 October 2014.

On the days where Shares have not traded the previous day's closing price has been used. The resulting volatility figure is historical and this has been used as a guide to estimating implied volatility. The volatility figure has been discounted to take into account the fact that the Plan Options are exercisable 4 years from the date of issue. It should be noted that volatility is a subjective input into the calculation of financial Plan Options using the Black Scholes method.

Using this method of valuation the Company has determined a value of $0.0116 for each of the Plan Options to be granted to the Directors under the Option Plan. Accordingly, on the basis of this calculation, the total financial benefit to be given to the Directors amounts to:

Dr Cumming $150,800 Mr Henderson $58,000 Mr Martin $16,240 Ms Iacusso $16,240

Whilst the Black Scholes model has valued each Plan Option at $0.0116, the Board consider that this value does not necessarily reflect the true commercial value of the Plan Options received by the Directors (i.e. willing buyer/willing seller), particularly given that there are a number of vesting conditions attached to the Plan Options.

The assumptions used by the Company in calculating the values of the Plan Options were as follows:

Share Price $0.047 Exercise Price $0.07 Volatility 39.4% Vesting date 31/01/2011, 31/01/2012 and 31/01/2013 Expiry date 19[th] October 2014 (notional 4 yrs from calculation date) Risk free rate 5.5% Staff Turnover N/A Exercise Multiple N/A Dividends Nil

• (c) Other information that is reasonably required by members to make a decision and that is known to the Company or any of its Directors

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As at the date of the Notice of Meeting the Company has the following Shares and Options on issue:

668,081,264 81,911,581 8,750,000 23,036 8,398 49,191 4,799 9,598 16,479 60,790 9,598 72,152 3,840 4,800 76,786 3,656,206 71,643 71,987 3,087,902 105,865 58,166 72,329 14,356,713

Ordinary Shares Listed Options 6.5 cents exercise, 1 Feb 2011 Expiry 2.0 c options expiring 30/09/12 52.1c options expiring 18/12/2010 52.1c options expiring 22/1/2011 52.1c options expiring 1/4/2011 52.1c options expiring 31/7/2011 65.1c options expiring 13/9/2011 52.1c options expiring 19/10/2011 65.1c options expiring 1/1/2012 65.1c options expiring 1/3/2012 65.1c options expiring 1/4/2012 65.1c options expiring 25/4/2012 65.1c options expiring 31/10/2012 15.6c options expiring 1/9/2013 15.6c options expiring 1/12/2013 15.6c options expiring 24/5/2014 15.6c options expiring 1/10/2014 15.6c options expiring 20/12/2014 15.6c options expiring 20/1/2015 15.6c options expiring 20/2/2015 8.1c options expiring 31/7/2013 5.5c options expiring1/2/2011

If any Plan Options granted as proposed above are exercised the effect would be to dilute the share holding of existing shareholders. The market price of the Company's shares during the period of the Plan Options will normally determine whether or not the Option holder will exercise the Plan Options. At the time any Plan Options are exercised and Shares are issued pursuant to their exercise, the Shares may be trading at a price which is higher than the exercise price of the Plan Options.

The highest price of fully paid ordinary shares in the Company trading on ASX during the past 12 months was $0.105 which occurred on 15[th] January 2010 and the lowest price of shares in the Company trading on ASX during the past 12 months was $0.006 which last occurred on 6[th]

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January 2010. The most recent closing price of shares in the Company trading on the ASX prior to the date of the Notice of Meeting was $0.046 which occurred on 20[th] October 2010.

The other remuneration currently being received by the Directors is set out on page 17 of the enclosed 2010 Annual Report of the Company. It is intended that the total remuneration of the Directors will be consistent over the next 3 financial years, subject to standard allowances (for example CPI increases and Dr Cumming meeting KPI’s under his employment agreement). The Company will provide information in relation to the Directors remuneration in future Annual Reports.

The shares and Plan Options currently held directly and indirectly by the Directors as at the date of the Notice of Meeting are set out below:

Officer	Shares	Number of	Percentage of	Number of	Percentage of
		options held	share capital	options held	Share Capital
		prior to issue	on a fully	after issue of	on a fully
		of Plan	diluted basis	Plan Options	diluted basis
		Options	prior to issue		after issue of
			of Plan		Plan Options
			Options
Dr Cumming	6,000,000	2,500,000	1.09%	15,500,000	2.68%
Mr Henderson	41,060,502	40,014,228	10.39%	45,014,228	10.74%
Mr Martin	Nil	Nil	0.00%	1,400,000	0.17%
Ms Iacusso	333,333	Nil	0.04%	1,400,000	0.22%

The number of Plan Options to be issued to the Directors was chosen by the Company’s Remuneration Committee in order to provide them with an appropriate mix of cash remuneration and remuneration by way of Plan Options. The Plan Options component of the remuneration provides a link to the medium term and long term strategies of growing the Company for the benefit of all shareholders.

It is not considered that from an economic and commercial point of view there are any costs or detriments, including opportunity costs or taxation consequences, for the Company or benefits forgone by the Company resulting from the issue of the Plan Options pursuant to Resolutions 4 - 7.

There will be an effect on the Company’s earnings for the period to 30[th] June 2011 in that the Company will likely recognize a share based payment expense in the Company’s Profit and Loss Statement of $241,338. This will have a corresponding increase in the Retained Losses in the Company’s Balance Sheet as at 30[th] June 2011.

DIRECTORS RECOMMENDATIONS

In relation to Resolutions 4 to 7, each Director, other than the Director to whom the Plan Options are to be issued:

• (a) recommends that Shareholders vote in favour of Resolutions 4 to 7 for reasons set out above; and

• (b) confirms they have no interest in the outcome of the relevant Resolution.

In relation to the Director to whom the Plan Options are to be issued in each instance under Resolutions 4 to 7, that Director makes no recommendation because they have an interest in the outcome of that Resolution, namely the proposed allotment to them of Plan Options.

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The Directors confirm that this Notice of General Meeting and Explanatory Memorandum contains all information, that is known to the Company and the Directors, that is reasonably required by the Shareholders in order to decide whether or not it is in the Company’s interest to pass Resolutions 4 to 7.

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GLOSSARY

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited.

• $ means Australian Dollars.

Board means the board of directors of the Company.

Company and Anteo means Anteo Diagnostics Limited (ABN 75 070 028 625).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

ESOP means the Company’s Officers, Employee and Consultants Share Option Plan.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

General Meeting means the meeting convened by the Notice.

Listing Rule means a Listing Rule of ASX.

Notice means the Notice of Meeting accompanying this Explanatory Memorandum.

Plan Options means 20,800,000 options to be issued to the Directors under the ESOP pursuant to Resolutions 4 to 7 of the Notice.

Proxy Form means the proxy form for the General Meeting accompanying the Notice.

Share means a fully paid ordinary share in the capital of the Company.

Notice of 2010 AGM EM (Anteo) (clean final)1633346(1) (2).DOCX

ANNEXURE A

OPTION TERMS – RESOLUTION 4 TO 7 INCLUSIVE

1. No monies will be payable for the issue of the Plan Options.

2. The Plan Options shall expire on 4 years from the date of issue (“ Expiry Date

3. Each Plan Option shall carry the right in favour of the Plan Option holder to subscribe for one Share at an exercise price of 7 cents per Share.

4. Plan Options may be exercised in whole or in part at any time (and from time to time) in parcels of not less than 1,000 prior to the Expiry Date by notice of exercise to the Company accompanied by the relevant exercise price.

5. The Plan Options are personal to the holder and cannot be assigned or transferred, except with the prior approval of the Board.

6. No application will be made for the Plan Options to be listed for Official Quotation on ASX.

7. Shares allotted pursuant to an exercise of Plan Options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.

8. The Company shall make application to have Shares allotted pursuant to an exercise of Plan Options listed for Official Quotation.

9. If the Plan Options are exercised before the record date of an entitlement, the Option holder can participate in a pro rata issue to the holders of the underlying securities in the Company.

10. The Plan Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Plan Options.

11. The Option holder does not have a right to participate in new issues without exercising the Plan Options.

12. In the event of any reorganisation of capital of the Company, all rights of the Option holder will be changed to the extent necessary to comply with the Listing Rules applying to a re-organisation of capital at the time of the re-organisation in accordance with the Listing Rules.

13. In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Plan Options may be reduced according to the following formula:

O' = O - E[P - (S + D)] N + 1

Where:

• O' = the new exercise price of the Plan Option.

• O = the old exercise price of the Plan Option.

• E = the number of underlying securities in the Company into which one Plan Option is exercisable.

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• P = the average market price per security (weighted by reference to volume) of the underlying securities in the Company during the five (5) trading days on ASX ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price for a security under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security in the Company.

• Plan Options may be converted into Shares to be held in the name of the Option holder’s nominee.

• Plan Options shall otherwise be subject to the rules of the Company’s Officers, Employee and Consultants Share Option Plan.

Notice of 2010 AGM EM (Anteo) (clean final)1633346(1) (2).DOCX

PROXY FORM

To be completed if you are not attending the meeting and wish to Anteo Diagnostics Limited Return Proxy Form(s) To: c/- Registries Limited

vote. Please see instructions on the A.B.N. 75 070 028 625 Level 7 next page for completion. 207 Kent Street Sydney NSW 2000 A Appointment I/We................................................................................................................................................................................ (PLEASE PRINT NAME) Of................................................................................................................................................................................... (ADDRESS) being a member/members of Anteo Diagnostics Limited and entitled to attend and vote, appoint ......................................................................................................................................................... (PLEASE PRINT NAME) or failing the person so named (or if no person 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, as the proxy or the Chairman sees fit) at the meeting of members of Anteo Diagnostics Limited to be held on 30[th] November, at 10:30am (Sydney time) at Level 5, 56 Pitt Street Sydney NSW and at any adjournment of that meeting. IMPORTANT: If the Chairman of the meeting is your nominated proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place an “X” in this box By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy on how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. Please note that the Chairman of the meeting intends to vote undirected proxies in favour of each Resolution. Accordingly, if you intend to appoint the Chairman as your proxy and do not wish to vote in favour of each Resolution, please do not mark the above box, but instead mark the appropriate boxes below

B Business

Should you desire to direct your proxy how to vote on any resolution you should place a mark (X) in the appropriate box against each item below. If you wish to direct your proxy to vote some of your shares in a different manner to others, please insert the number of votes to be cast in respect of each resolution in each of the “For”, “Against” and “Abstain” boxes for each resolution.

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FOR AGAINST ABSTAIN
Resolution 1: Adoption of Remuneration Report
Resolution 2: Re-election of Director (Mr Mr Richard Martin)
Resolution 3: Re-election of Director (Ms Laura Iacusso)
Resolution 4: Issue of Options (Dr Geoffrey Cumming)
Resolution 5: Issue of Options (Mr James Henderson)
Resolution 6: Issue of Options (Mr Richard Martin)
Resolution 7: Issue of Options (Ms Laura Iacusso)
C If Appointing a Second Proxy
State here the percentage of your voting rights %
OR Or
The number of shares applicable to this form Number
D Insert your daytime telephone number ( )
E Signature(s)
Shareholder 1 (individual) Joint Shareholder 2 (individual) Joint Shareholder 3 (individual)
Sole Director & Company Secretary Director / Company Secretary Director
(delete one)
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Notice of 2010 AGM EM (Anteo) (clean final)1633346(1) (2).DOCX

PROXY FORM

Instructions for completion and return of proxy form

1. Completion of this Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the Proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

2. A shareholder of the Company entitled to attend and vote 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 shareholder’s voting rights. If the shareholder appoints two Proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.

3. A proxy need not be a shareholder of the Company.

4. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

5. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

6. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney must also be received at least forty eight (48) hours before the meeting.

7. Signing Instructions

8. You must sign this form as follows in the spaces provided:

Individual:

Joint Holding: Power of Attorney:

Companies:

Where the holding is in one name, the holder must sign.

Where the holding is in more than one name, each shareholder must sign.

If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

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 indicate the office held by signing in the appropriate place.

1. Receipt of Proxy Forms

To be valid this Proxy Form (and any Power of Attorney under which it is signed) must be received at any of the addresses or the fax number below no later than 10:30am (Sydney time) on 28[th] November 2010. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Delivery Address: Anteo Diagnostics Limited c/- Registries Limited Level 7, 207 Kent Street Sydney NSW 2000

Postal Address: Fax Number: Anteo Diagnostics Limited + 61 2 9279 0664 c/- Registries Limited GPO Box 3993 Sydney NSW 2001

Notice of 2010 AGM EM (Anteo) (clean final)1633346(1) (2).DOCX