ANTEOTECH LTD — AGM Information 2016

Oct 13, 2016

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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 Ltd (“ Anteo ” or the “ Company ”) for 2016 will be held on Monday, 14 November 2016 at 10 am (Sydney time) at the offices of Grant Thornton , Level 17, 383 Kent Street, Sydney . The Explanatory Memorandum accompanying this Notice of Annual General Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum and Proxy Form part of this Notice.

The Directors have determined that pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) 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 Saturday, 12 November 2016.

Terms and abbreviations used in this Notice are defined in the Glossary to the Explanatory Memorandum.

BUSINESS

FINANCIAL STATEMENTS

To receive and consider the financial statements of the Company and its controlled entities for the year ended 30 June 2016 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 2016.”

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the key management personnel of the Company (“ KMP ”) (as identified in the Remuneration Report and which includes all of the Directors) or their closely related parties (defined in the Corporations Act to include certain of their family members, dependents and companies they control), as well as any undirected votes given to a KMP as proxyholder. However, the Company need not disregard a vote cast by a KMP or closely related party of the KMP if:

• (a) it is cast by a person as proxy for a person who is permitted to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by a person chairing the Meeting as proxy for a person who is permitted to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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.

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RESOLUTION 2: RE-ELECTION OF DIRECTOR (Mr Rolf Sickman)

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

“That Mr Rolf Sickman, who retires in accordance with clause 19.4 of the Company’s Constitution and, being eligible, offers himself for re-election, is hereby re-elected a director of the Company”.

RESOLUTION 3: RE-ELECTION OF DIRECTOR (Dr Geoff Cumming)

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

“That Dr Geoff Cumming, who retires in accordance with clause 20.2 of the Company’s Constitution and, being eligible, offers himself for re-election, is hereby re-elected a director of the Company”.

RESOLUTION 4: RE-ELECTION OF DIRECTOR (Mr Mark Bouris)

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

“That Mr Mark Bouris, who retires in accordance with clause 20.1 of the Company’s Constitution and, being eligible, offers himself for re-election, is hereby re-elected a director of the Company”.

RESOLUTION 5: RE-ELECTION OF DIRECTOR (Dr John Hurrell)

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

“That Dr John Hurrell, who retires in accordance with clause 20.1 of the Company’s Constitution and, being eligible, offers himself for re-election, is hereby re-elected a director of the Company”.

RESOLUTION 6: APPROVAL OF 10% PLACEMENT FACILITY

To consider, and if thought fit, pass the following resolution as a special resolution :

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, shareholders approve the issue of equity securities up to 10% of the issued capital of the Company calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 6 by a person who may participate in the proposed issue under the 10% Placement Facility, a person who might obtain a benefit, except a benefit solely in the capacity of a holder of shares, if Resolution 6 is passed, and any associates of the aforementioned persons. However, the Company will not disregard a vote if:

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

• (b) it is cast by the person chairing 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.

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 6.

RESOLUTION 7: RATIFICATION OF SHARE ISSUE

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, the shareholders approve and ratify the issue of 116,379,655 equity securities in the capital of the Company to sophisticated investors, on the date, at the price and otherwise on the terms set out in the Explanatory Memorandum accompanying the Notice of Meeting”.

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Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 7 by a person who participated in the Share issue, if Resolution 7 is passed, and any associates of the aforementioned persons. However, the Company will not disregard a vote if:

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

• (b) it is cast by the person chairing 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.

The Chairman intends to vote all available proxies in favour of Resolution 7.

DATED : 14 October 2016

By order of the Board.

Peter Harding-Smith Company Secretary

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NOTES:

Explanatory Memorandum

The Notice of 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 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 Saturday, 12 November 2016.

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 (i.e. not later than 10:00am (Sydney time) on Saturday, 12 November 2016.

The address for lodgement of proxies is:

Delivery Address:	Postal Address:	Fax Number:
Boardroom Pty Limited	Anteo Diagnostics Limited	+61 2 9290 9655
Level 12, 225 George Street	c/- Boardroom Pty Ltd
Sydney, NSW 2000	GPO Box 3993
	Sydney NSW 2001

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 Meeting. Shareholders wishing to do so may send their questions to the Company Unit 4, 26 Brandl Street, Eight Mile Plains, QLD 4113 or Fax 07 3219 0553, and the Company will pass them on to the auditor.

2016 Annual Report

Copies of the Company’s 2016 Annual Report for the financial year ending 30 June 2016 (“ 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, Peter Harding-Smith on 07 3219 0085 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 Meeting. This Explanatory Memorandum forms part of, and should be read in conjunction with, the Company’s Notice of Meeting, for the Company’s Meeting to be held at the offices of Grant Thornton , Level 17, 383 Kent Street, Sydney, on Monday, 14 November 2016 (Sydney time) at 10 am .

Terms used in this Explanatory Memorandum are defined in the Glossary at page 10 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 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 nonbinding 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 (Mr Rolf Sickman)

Under the Company’s Constitution (clause 19.4), if a Director is appointed to the Board by the other Directors, then that Director must retire from office at, and will be eligible for re-election at the next annual general meeting following their appointment.

Mr Sickman was appointed a Non-Executive Director of the Company on 11 January 2016. Accordingly Mr Sickman retires and seeks re-election to the Board.

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Mr Sickman is currently Chairman of DIAsource.

Prior to joining DIAsource, Mr Sickman was the CEO of a real estate company established in the Netherlands overlooking a portfolio valued in excess of €400,000,000. The investment target of the company was prime retail real estate in the Netherlands, Belgium, Switzerland and Germany. Mr Sickman was also simultaneously acting as an adviser for a large US based real estate developer and investor who specialised in shopping malls and life-style centres.

Mr Sickman’s career took a new turn in 2011 when he became a senior partner at a private multi-family office along with one other senior member of his previous team. Today, he uses his domain expertise in private equity, real estate, long term asset development and investment processes to build up an independent boutique investment office. They are successfully specialised in non-correlated alternative investment strategies.

Directors’ Recommendation

The Directors (other than Mr Sickman) unanimously recommend that Shareholders vote in favour of the re-election of Mr Sickman.

RESOLUTION 3: RE-ELECTION OF DIRECTOR (Dr Geoff Cumming)

Under the Company’s Constitution (clause 20.2), one third of Directors, or the whole number nearest to one third, (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.

Dr Cumming resigned as Managing Director, and became a Non-Executive Director of the Company, in March 2016. Accordingly Dr Cumming retires by rotation and seeks re-election to the Board.

Dr Cumming has over 20 years’ experience in the healthcare and biotechnology market. Dr Cumming’s roles have progressed from pure research to sales and marketing roles through to Managing Director level and Board seats.

Previously Managing Director of Roche Diagnostic Systems – Oceania Regional Centre, where he transformed a loss making business to one achieving over 30% compound annual growth over a four year period and the highest profitability levels in Roche’s global organisation. Dr Cumming was also Managing Director and CEO of an Australian based biotechnology company commercialising a range of products in cancer diagnosis and treatment. During his tenure he was responsible for taking research from Sydney University through to product registration. This involved capital raising, managing Intellectual Property, investor relations and forging links with relevant international partners.

Dr Cumming is a Non-Executive Director of ASX listed Medical Australia Limited.

Directors’ Recommendation

The Directors (other than Dr Cumming) unanimously recommend that Shareholders vote in favour of the re-election of Dr Cumming.

RESOLUTION 4: RE-ELECTION OF DIRECTOR (Mr Mark Bouris)

Under the Company’s Constitution (clause 20.1), a Director must not hold office, without reelection, past the third annual general meeting following their appointment or election, whichever is longer, after which they retire from office and, if eligible, may offer themselves for re-election.

Mr Bouris was last elected to the Board in 2013. Accordingly Mr Bouris retires and seeks re-election to the Board.

In addition to his chairmanship with the Company, Mr Bouris is the Executive Chairman of Yellow Brick Road Wealth Management and the Executive Chairman of global technology company TZ Limited.

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Mr Bouris is an Adjunct Professor at the UNSW Australia Business School and he sits on boards for the UNSW Business Advisory Council, the Western Sydney University Foundation Council and the Chief Minister’s Advisory Council. Mr Bouris holds a Bachelor and Master of Commerce from the University of New South Wales and has doctorates from the University of New South Wales and the Western Sydney University. Mr Bouris is also a Fellow of the Institute of Chartered Accountants and the author of three business books, Wealth Wizard , The Yellow Brick Road to Your Financial Security , and What It Takes .

Directors’ Recommendation

The Directors (other than Mr Bouris) unanimously recommend that Shareholders vote in favour of the re-election of Mr Bouris.

RESOLUTION 5: RE-ELECTION OF DIRECTOR (Dr John Hurrell)

Under the Company’s Constitution (clause 20.1), a Director must not hold office, without reelection, past the third annual general meeting following their appointment or election, whichever is longer, after which they retire from office and, if eligible, may offer themselves for re-election.

Dr Hurrell was last elected to the Board in 2013. Accordingly Dr Hurrell retires and seeks re-election to the Board.

Dr Hurrell has 30 years of experience in the biotechnology and life science industries. He has a strong track record of success in starting, building, growing and improving the profitability, performance and value of life science and healthcare companies.

Currently Dr. Hurrell works as President, Asia Pacific Region for PTS Diagnostics Inc and Chairman, PTS Diagnostics India Pvt. Ltd where he is responsible for the International Business Development and Sales. Previous roles included: Senior Executive Vice President at Seegene, Inc. where he was responsible for the International Business Division, President and General Manager at Focus Diagnostics, VP of Business Development at Quest Diagnostics as well as senior positions at Genzyme, Boehringer Mannheim, Merck Serono, and a number of other companies

Directors’ Recommendation

The Directors (other than Dr Hurrell) unanimously recommend that Shareholders vote in favour of the re-election of Dr Hurrell.

RESOLUTION 6: APPROVAL OF 10% PLACEMENT FACILITY

General

Listing Rule 7.1A permits an "eligible entity" which has obtained shareholder approval by special resolution passed at an annual general meeting to issue "equity securities" (as defined in the Listing Rules and which includes shares and options to acquire shares) up to 10% of its issued share capital through placements over a maximum 12 month period after the relevant annual general meeting (the 10% Placement Facility ).

The issue of equity securities under the 10% Placement Facility would be in addition to the Company's ability to issue equity securities without Shareholder approval under Listing Rule 7.1. Broadly, Listing Rule 7.1 permits the Company to issue up to 15% of its issued equity capital without Shareholder approval over a 12 month period.

An "eligible entity" for the purposes of Listing Rule 7.1A is an entity that, as at the date of the relevant special resolution under that Rule, is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. If the special resolution were voted on at the date of the Notice, the Company would satisfy the eligible entity requirements, and the Directors believe that the Company would continue to satisfy those requirements on the date of the Meeting.

The Company presently has no intention to raise further capital via this 10% Placement Facility. The Directors, however, are of the opinion that it is prudent to have such a facility in place to

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provide flexibility on capital raising alternatives should they be required in the coming 12 months. The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Facility.

The effect of Resolution 6 will be to allow the Directors to issue equity securities under Listing Rule 7.1A during a maximum period of 12 months after the Meeting without subsequent Shareholder approval and in addition to the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

Description of Listing Rule 7.1A

Listing Rule 7.1A came into effect on 1 August 2012.

• (a) Shareholder approval

The ability to issue equity securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

• (b) Equity Securities

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company. The Company, as at the date of the Notice, has on issue two classes of equity securities, being Shares and unquoted options to subscribe for Shares.

• (c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during a period of up to 12 months after the date of the annual general meeting (see paragraph (f) below – "10% Placement Period"), a number of equity securities calculated in accordance with the following formula:

(A x D) – E

A is the number of fully paid ordinary shares on issue 12 months before the date of issue or date of agreement to issue:

• ⋅ plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;

• ⋅ plus the number of partly paid ordinary shares that became fully paid in the 12 months;

• ⋅ plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of ordinary shares under Listing Rule 7.1 or 7.4;

• ⋅ less the number of fully paid ordinary shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

• (d) Listing Rules 7.1 and 7.1A

The ability of an entity to issue equity securities under Listing Rule 7.1A is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

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At the date of the Notice, the Company has the capacity to issue, subject to Shareholder approval being sought under Resolutions 6 and 7:

• (i) 154,102,489 equity securities under Listing Rule 7.1; and

• (ii) 102,734,993 equity securities under Listing Rule 7.1A.

The actual number of equity securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section (c) above).

(e) Minimum Issue Price

The issue price of Shares issued under Listing Rule 7.1A must be not less than 75% of the VWAP (volume weighted average price) of Shares calculated over the 15 ASX trading days on which trades in Shares were recorded immediately before:

• (i) the date on which the price at which the Shares are to be issued is agreed; or (ii) if the Shares are not issued within 5 ASX trading days of the date in paragraph (i) above, the date on which the Shares are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting; and

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(the 10% Placement Period ).

Information required by Listing Rule 7.3A

Listing Rule 7.3A sets out a number of matters which must be included in a notice of meeting seeking an approval under Listing Rule 7.1A. The following information is provided for that purpose.

• (a) Minimum Price

See section (e) above.

• (b) Risk of dilution

Any issue of Shares under the 10% Placement Facility will dilute the interests of Shareholders who do not receive any Shares under the issue.

There is a risk that:

• (i) the market price for the relevant equity securities may be significantly lower on the date of the issue of the equity securities than on the date of the Meeting; and

• (ii) the equity securities may be issued at a price that is at a discount to the market price for the relevant equity securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the equity securities.

The table below shows the potential dilution of existing Shareholders on the basis of an issue price of $0.05 per Share (being the market price of Shares as at 5 October 2016 and the current value for the variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of the Notice.

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The table also shows:

• (i) two examples where variable "A" (being the number of Shares on issue) has increased, namely by 50% and by 100%. Variable "A" could increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and

• (ii) two examples of where the assumed issue price of $0.05 per Share has changed: one, where it has decreased by 50% and two, where it has increased by 100%.

		50% decrease in Issue Price ($0.025)	Issue Price ($0.05) (equivalent to Share price at 5 October 2016)	100% increase in Issue Price ($0.10)
Current Variable "A"	10 % voting dilution	102,734,993	102,734,993	102,734,993
	Funds raised	$2,568,375	$5,136,750	$10,273,499
50% increase in current Variable "A"	10 % voting dilution	154,102,489	154,102,489	154,102,489
	Funds raised	$3,852,562	$7,705,124	$15,410,249
100% increase in current Variable "A"	10 % voting dilution	205,469,985	205,469,985	205,469,985
	Funds raised	$5,136,750	$10,273,499	$20,546,999

The table has been prepared on the following assumptions:

• (i) The issue price is $0.05 being the closing price of the Shares on ASX on 5 October 2016.

• (ii) The Company issues the maximum number of equity securities available under the 10% Placement Facility.

• (iii) No options are exercised into Shares before the date of the issue of the equity securities.

• (iv) The 10% dilution reflects the aggregate percentage voting dilution against the issued share capital at the time of issue. This is why the dilution is shown in each example as 10%.

• (v) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

• (vi) The table shows only the effect of issues of equity securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vii) The issue of equity securities under the 10% Placement Facility consists only of Shares. If the issue of equity securities includes options, it is assumed that those

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options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

(c) Issue Dates

The Company will only issue and allot the equity securities under the 10% Placement Facility during the 10% Placement Period.

(d) Purpose of Issues

The Company may seek to issue equity securities under the 10% Placement Facility for cash consideration in which case the Company intends to use the funds raised for further development of its existing products and/or to potentially fund the development of existing products into new markets of interest, paying a portion of the deferred purchase price under the Share Purchase Agreement and general working capital.

The Company will comply with the disclosure obligations under the Listing Rules upon issue of any equity securities under the 10% Placement Facility.

• (e) Allocation policy

The Company's allocation policy for the issue of equity securities under the 10% Placement Facility is dependent on the prevailing market conditions at the time of any proposed issue. The identity of the allottees of the equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the purpose of the issue;

• (ii) alternative methods of raising funds that are available to the Company, including a rights issue or other issue in which existing security holders can participate;

• (iii) the effect of the issue of the equity securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial situation and solvency of the Company; and

• (v) advice from corporate, financial and broking advisers (if applicable).

The allottees of any equity securities that may be issued under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new shareholders who are not related parties or associates of a related party of the Company. Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources, assets or investments.

• (f) Previous Approvals under Listing Rule 7.1A

The Company previously obtained Shareholder approval to a 10% Placement Facility at the 2015 AGM. Note, however, the Company did not issue any equity securities under the 10% Placement Facility in the last 12 months.

As required by Listing Rule 7.3A.6, details of all securities issued in the 12 months preceding the date of the Meeting, are as follows:

						Discount to closing price at time of issue
	No. of Securities	Class of Securities	Issue price	Amount raised (cash)	% of Equities		Securities issued to:
Date
	issued		(per Security)		issued
29/12/2015	70,092,623	Shares	$0.075	$5,256,947	7.56%	0%	Shareholders under an Entitlement Offer
11/01/2016	70,954,330	Shares	$0.075	$5,321,575	7.02%	1.3%	Shortfall under the Entitlement Offer

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11/01/2016	9,789,733	Shares	$0.075	$734,230	0.97%	1.3%	Shares to the vendors of DIAsource under the Share Purchase Agreement
11/01/2016	1,998,491	Shares	$0.000	$0	0.20%	1.3%	Proposed convertible note provider settlement shares
26/01/2016	9,222,909	Shares	$0.075	$691,718	0.90%	-1.4%	Shortfall under the Entitlement Offer
3/03/2016	1,780,000	Convertible note	US$1.000	US$1,500,000	N/A	N/A	Bergen Global Opportunity Fund, LP
3/03/2016	9,800,000	Options	$0.089	N/A	N/A	N/A	Bergen Global Opportunity Fund, LP
3/03/2016	7,500,000	Shares	$0.000	$0	0.73%	N/A	Bergen Global Opportunity Fund, LP
3/03/2016	4,649,156	Shares	$0.059	$0	0.45%	N/A	Bergen Global Opportunity Fund, LP
10/03/2016	9,975,838	Shares	$0.075	$748,188	0.95%	-29.3%	Shortfall under the Entitlement Offer
10/03/2016	8,690,829	Shares	$0.075	$651,812	0.83%	-29.3%	Placement Shortfall
8/07/2016	500,000	Convertible note	US$1.00	US$500,000	N/A	N/A	Bergen Global Opportunity Fund, LP
1/08/2016	2,000,000	Options	$0.060	N/A	N/A	N/A	ESOP
3/08/2016	5,777,457*	Shares	$0.035	N/A	0.55%	32.69%	Bergen Global Opportunity Fund, LP
22/08/2016	77,963,722*	Shares	$0.036	N/A	6.88%	45.45%	Bergen Global Opportunity Fund, LP

• Shares issued as a result of Bergen Global Opportunity Fund, LP exercising their conversion right.

The equity securities were issued to raise funds:

• (i) under an Entitlement Issue to pay the purchase price under the Share Purchase Agreement; and

• (ii) under the Bergen Facility (as announced on ASX on 3 March 2016) to pay a portion of the deferred purchase price under the Share Purchase Agreement and working capital purposes.

• (g) Voting Exclusion Statement

A voting exclusion statement is included in the Notice.

At the date of the Notice, the Company has not approached nor intends to approach any particular existing Shareholder or security holder or an identifiable class of existing security holders to participate in the issue of any equity securities, and the Company has not formed an intention in relation to how it will decide which parties it might approach to participate in any issue of equity securities that might be made under the 10% Placement Facility. Assuming that remains the case at the time of the Meeting (which the Directors currently believe will be the case) no Shareholder's votes will be excluded under the voting exclusion in the Notice.

Directors' Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 6.

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RESOLUTION 7: RATIFICATION OF ISSUE OF EQUITY SECURITIES

Background

The Company issued 116,379,655 equity securities in the last 12 months under its 15% placement capacity (as per the table below) and now seeks, pursuant to Resolution 7, to ratify the allotment and issue of those equity securities.

	No. of Securities issued		Issue price
		Class of Securities		Amount raised (cash)	Securities issued to:
Date			(per Security)
11/01/2016	1,998,491	Shares	$0.000	$0	Proposed convertible note provider settlement shares
3/03/2016	7,500,000	Shares	$0.000	$0	Bergen Global Opportunity Fund, LP
3/03/2016	4,649,156	Shares	$0.000	$0	Bergen Global Opportunity Fund, LP
3/03/2016	9,800,000	Options	$0.089	N/A	Bergen Global Opportunity Fund, LP
10/03/2016	8,690,829	Shares	$0.075	$651,812	Placement Shortfall
3/08/2016	5,777,457*	Shares	$0.035	$0	Bergen Global Opportunity Fund, LP
22/08/2016	77,963,722*	Shares	$0.036	$0	Bergen Global Opportunity Fund, LP

• Shares issued as a result of Bergen Global Opportunity Fund, LP exercising their conversion right.

Listing Rule 7.4 permits the ratification of previous issues of shares made without prior Shareholder approval, provided the issue did not breach the 15% threshold. The purpose and effect of such ratification is to restore the Company’s discretionary power to issue further shares up to 15% of the issued capital without requiring Shareholder approval.

The Company proposes to ratify this previous issue of Shares in accordance with Listing Rule 7.4. The issue of the Shares the subject of Resolution 7 did not breach Listing Rule 7.1.

Information Required by ASX Listing Rule 7.5

The information set out in the table above, and the following information in relation to the equity securities is provided to Shareholders for the purpose of this resolution:

• (a) 116,379,655 equity securities, being ordinary shares and options, were issued. In respect of:

• (i) the 106,579,655 ordinary shares, these were all fully paid ordinary shares issued on the same terms as all other fully paid ordinary shares in the capital of the Company; and

• (ii) the 9,800,000 options issued to Bergen Global Opportunity Fund, LP, these options are unlisted options with the following terms:

  • A. an exercise price of $0.089; and

  • B. an expiry date of 3 March 2019.

• (b) All equity securities were issued to all sophisticated investors within the meaning of Section 708 of the Corporations Act.

• (c) The funds were raised to pay the purchase price under the Share Purchase Agreement and for the Company’s general working capital requirements.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

9

GLOSSARY

ASX means Australian Securities Exchange Limited.

Auditor’s Report means the auditor’s report in the Financial Report.

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).

DIAsource means DIAsource ImmunoAssays S.A.

Directors mean the current directors of the Company.

Directors’ Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Listing Rules means the ASX Listing Rules.

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.

Share Purchase Agreement means the share purchase agreement between the Company as purchaser and the vendors of DIAsource as sellers dated 25 August, 2015

Shareholders means a shareholder of the Company.

10

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All Correspondence to:

� By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

� By Fax: +61 2 9290 9655 � Online: www.boardroomlimited.com.au

� By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am (Sydney Time) on Saturday 12 November 2016.

� TO VOTE ONLINE

STEP 1: VISIT www.votingonline.com.au/anteoagm2016

STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

.

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BY SMARTPHONE

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Sc an QR Code using smartpho ne ~~QR R ea~~ ~~d er~~ ~~A pp~~

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (Sydney Time) on Saturday 12 November 2016. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

• Online www.votingonline.com.au/anteoagm2016

• � By Fax + 61 2 9290 9655 � By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

• � In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Anteo Diagnostics Limited ABN 75 070 028 625

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Anteo Diagnostics Limited (Company) and entitled to attend and vote hereby appoint:

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the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at� Grant Thornton, Level 17, 383 Kent Street, Sydney NSW 2000 on Monday, 14 November, 2016 at 10:00am (Sydney Time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2	VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculatingthe required majorityif apoll is called.
Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7	Adoption of Directors’ Remuneration Report For Against Abstain* Re-Election of Director (Mr Rolf Sickman) Re-Election of Director (Dr Geoff Cumming) Re-Election of Director (Mr Mark Bouris) Re-Election of Director (Dr John Hurrell) Approval of 10% Placement Facility (Special Resolution) Ratification of Share Issue

For Against Abstain*

STEP 3	SIGNATURE OF SHAREHOLDERS This form must be signed to enableyour directions to be implemented.
Individual or Securityholder 1 Sole Director and Sole Company Secretary Securityholder 2 Director Securityholder 3 Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2016

Contact Daytime Telephone………………………................................