ANTEOTECH LTD — AGM Information 2012

Oct 16, 2012

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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 2012 will be held on Thursday 25[th] October 2012 at 11 am (Sydney time) at Royal Exchange of Sydney, 1 Gresham Street, Sydney . 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 7pm (Sydney time) on Tuesday 23rd October 2012.

BUSINESS

FINANCIAL STATEMENTS

To receive and consider the financial statements of the Company and its controlled entities for the year ended 30 June 2012 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 2012.

Voting Exclusion Statement

The Company will disregard any votes on Resolution 1 by or on behalf of a member of the key management personnel of the Company (including Directors) (“ KMP ”), or their closely related parties. However, the Company need not disregard a vote cast by a KMP or closely related party of the KMP if:

• (a) the person is acting as proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

• (b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the KMP.

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 (Ms Sandra Andersen) To consider, and if thought fit, pass the following resolution as an ordinary resolution:

That Ms Andersen, 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.

DATED: 20[th] September 2012

By order of the Board.

Shane Hartwig Company Secretary

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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 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 7pm (Sydney time) on Tuesday 23rd October 2012.

Proxy votes

A Shareholder 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 Shareholder.

A form of proxy must be signed by the Shareholder or the Shareholder’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 1300 653 459 (Australia) c/- Boardroom Pty Ltd c/- Boardroom Pty Ltd Level 7 GPO Box 3993 +61 2 9279 0664 (International) 207 Kent Street Sydney NSW 2001 Sydney NSW 2000

Power of Attorney

If a proxy is signed by a Shareholder 's attorney, the Shareholder '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/- Level 5, 56 Pitt Street Sydney NSW 2000, and the Company will pass them on to the auditor.

2012 Annual Report

Copies of the Company’s 2012 Annual Report for the financial year ending 30 June 2012 (“ 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.anteodx.com .

Enquiries

Shareholders are invited to contact the Company Secretary, Shane Hartwig on (02) 8651 7804 if they have any queries in respect of the matters set out in these documents.

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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 Annual 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 Royal Exchange of Sydney, 1 Gresham Street, Sydney on Thursday 25[th] October 2012 at 11 am (Sydney time).

Terms used in this Explanatory Memorandum are defined in the Glossary at page 3 of this Explanatory Memorandum.

BUSINESS

FINANCIAL STATEMENTS

The Corporations Act 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.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with express authorisation to vote the proxy in accordance with the Chairman’s intention.

Directors’ Recommendation

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

RESOLUTION 2: RE-ELECTION OF DIRECTOR (Ms Sandra Andersen)

Under the Company’s Constitution, (clause 20.2), one third of Directors (not including the managing director or persons appointed to fill a casual vacancy) must retire from office annually and, if eligible, may offer themselves for re-election.

Resolution 2 provides for the re-election of Ms Andersen.

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Ms Andersen is a highly experienced senior executive and company director. Most recently, she was the Managing Director of Eyecare Partners Limited, an ASX-listed company with 41 optometry businesses and a staff of 300 people.

Ms Andersen has also held senior roles in a number of listed technology companies, has held senior executive positions at ANZ, NAB and Commonwealth banks and is well networked within the finance community.

Directors’ Recommendation

The Board supports the re-election of Ms Andersen.

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GLOSSARY

ASX means ASX Limited.

.

Board means the board of directors of the Company.

Company or 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.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

Meeting means the meeting convened by the Notice.

Notice means the Notice of Meeting accompanying this Explanatory Memorandum.

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.

Shareholders means a shareholder of the Company.

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PROXY FORM

To be completed if you are not attending the meeting and wish to Anteo Diagnostics Limited

vote. Please see instructions on the A.B.N. 75 070 028 625 next page for completion.

Return Proxy Form(s) To: c/- Boardroom Pty Ltd Level 7 207 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

the Chairman of If you are not appointing the Chairman of the Meeting as your the Meeting proxy please write here the full name of the individual or body (mark with an OR corporate (excluding the registered Shareholder) you are ‘X’) appointing as your proxy.

(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 25[th] October 2012, at 11am (Sydney time) at Royal Exchange of Sydney, 1 Gresham Street, Sydney NSW and at any adjournment of that meeting.

Important note: Exercise of proxies by the Chairman for Resolution 1

Where I/we have appointed the Chairman as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy in respect of Resolution 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman may exercise my/our proxy even though Resolution 1 is connected directly or indirectly with the remuneration of key management personnel.

The Chairman intends to vote all available proxies in favour of each resolution.

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 (Ms Sandra Andersen)
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 AGM 2012 (marked up CK)2491981(1)

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.

4. A proxy need not be a Shareholder of the Company.

5. 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.

6. 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.

7. 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.

8. Signing Instructions

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

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

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

Joint Holding: Where the holding is in more than one name, each Shareholder must sign. Power of Attorney: 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.

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 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 7pm (Sydney time) on Tuesday 23 October 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

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

Postal Address: Fax Number: Anteo Diagnostics Limited 1300 653 459 (Australia) c/- Boardroom Pty Ltd GPO Box 3993 +61 2 9279 0664 (International) Sydney NSW 2001

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