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ACN 084 464 193

NOTICE OF ANNUAL GENERAL MEETING Explanatory Statement and Proxy Form

Time: 2pm AEDT

Date : Thursday 26 November 2020

To be held as a virtual meeting

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Bioxyne Notice of AGM

Bioxyne Limited ACN 084 464 193

Registered Office: Level 5, 50 Clarence St, Sydney NSW 2000

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (Meeting) of the Shareholders of Bioxyne Limited ACN 084 464 193 (Company) will be held on Thursday, 26 November 2020, commencing at 2.00pm (AEDT) as a virtual meeting.

Due to the continuing developments in relation to the COVID-19 situation, related restrictions on public gatherings and public health concerns the Meeting will be held as a virtual meeting. Recent temporary changes to the Corporations Act provide for the holding of a virtual meeting provided it gives all Shareholders a reasonable opportunity to participate without being physically present in the same place.

Shareholders and proxy holders wishing to join the Meeting must register by sending an email to [email protected] utilizing the email subject “GM Registration”. Information on how to join the meeting will then be provided via return email on 25 November 2020.

Shareholders are invited to lodge questions in advance of the Meeting by sending an email containing their question(s) to [email protected] to ensure they are received by no later than 2.00pm, 25 November 2020. Please use the email subject “GM Question”. As many of the emailed questions as possible that relate to the subject matter of the Resolutions will be addressed during the Meeting. Shareholders in attendance at the Meeting will also be provided with the opportunity to ask questions.

All resolutions at the Meeting will be decided on a poll. Shareholders are encouraged to record their vote by proxy in advance of the Meeting using the personalized Proxy Form enclosed with this Notice. Further details on how to vote via Proxy are set out in this Notice, following the description of the business of the Meeting. Shareholders in attendance at the Meeting will be asked to register when joining the Meeting and will then be provided with an opportunity to vote on each resolution.

This Notice of Meeting incorporates, and should be read together with, the Explanatory Statement and Proxy Form.

Bioxyne Notice of AGM

KEY	DATES ................................................................................................................................................. 2
NOTICE OF ANNUAL GENERAL MEETING ....................................................................................... 3
1	ANNUAL ACCOUNTS .................................................................................................................... 3
2	RESOLUTION 1 - REMUNERATION REPORT ......................................................................... 3
3	RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER HUGHES HALLETT ... 3
4	RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY ..................................... 3
5	VOTING EXCLUSION STATEMENTS ........................................................................................ 4
6	EXPLANATORY MEMORANDUM .............................................................................................. 8
GLOSSARY ................................................................................................................................................ 15

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Bioxyne Notice of AGM

IMPORTANT NOTICE

You should read the Notice of Meeting in its entirety before making a decision as to how to vote at the Meeting. A copy of the Notice of Meeting has been lodged with ASX.

KEY DATES

2 pm (Sydney Time) on 24 Date and time for lodgement of proxies: November 2020 Date and time of Meeting:[2 pm (Sydney Time) on 26 ] November 2020

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Bioxyne Notice of AGM

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of Bioxyne Limited (ACN 084 464 193) will be held as a virtual meeting on 26 November 2020 at 2 pm (Sydney Time).

The “ Explanatory Memorandum ” provides additional information on matters to be considered at the Annual General Meeting and forms part of this Notice. Terms and abbreviations used in this Notice are defined in the Glossary.

ORDINARY BUSINESS

1 ANNUAL ACCOUNTS

To receive and consider the reports of the Directors and the Auditors, the Statement of Financial Performance, Statement of Financial Position, and the Statement of Cash Flows for the year ended 30 June 2020.

2 RESOLUTION 1 - REMUNERATION REPORT

To receive and consider the Remuneration Report for the year ended 30 June 2020 in accordance with Section 250R(2) of the Corporations Act 2001 and if thought fit to pass, with or without amendment, the following Ordinary Resolution:

“That the Remuneration Report and the amounts paid to the Directors and Officers of the Company as set out in the Directors’ report be adopted”.

3 RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER HUGHES HALLETT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:

“That, for the purpose of clause 8.1(e)(2) of the Company’s Constitution and for all other purposes, Mr Hughes-Hallett, a Director who retires by rotation, be re-elected as a Director of the Company.”

SPECIAL BUSINESS

4 RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

"That, for the purposes of ASX Listing Rule 7.1A and all other purposes, approval is given for the Company to allot and issue Equity Securities up to 10% of the Company’s issued share capital (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

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Bioxyne Notice of AGM

5 VOTING EXCLUSION STATEMENTS

The Company will disregard any votes cast on the Resolutions by or on behalf of the following persons:

RESOLUTION	PERSONS EXCLUDED FROM VOTING
1. Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel¹, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
	However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 3 – approval of 10% placement capacity	The Company will disregard any votes cast in favour of the resolution by or on behalf of any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons: However, the Company will not disregard a vote if: • It is cast by a person as a proxy for a person who is entitled to vote, in accordance with the discretions on the proxy form; or • It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

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Bioxyne Notice of AGM

¹A closely related party of a member of the Key Management Personnel means any of the following:

a spouse, child or dependent of the member;
a child or dependent of the member's spouse;
anyone else who is one of the member's family and may be expected to influence, or be influenced by, the member in the member's dealings with the Company;
a company the member controls; or
a person prescribed by regulations (as at the date of this notice of meeting, no additional persons have been prescribed by regulation).

Determination of Membership and Voting Entitlement

For the purpose of determining a person’s entitlement to vote at the Meeting, a person will be recognised as a Shareholder and the holder of Shares if that person is registered as a holder of those Shares at 2pm (Sydney Time) on 24 November 2020.

How to Vote

Shareholders wishing to join the Meeting must register by sending an email to [email protected] utilising the email subject “GM Registration”. Information on how to join the Meeting will then be provided via return email on 25 November 2020.

Shareholders are invited to lodge questions in advance of the Meeting by sending an email containing their question(s) to [email protected] to ensure they are received by no later than 2.00pm, 24 November 2020. Please use the email subject “GM Question”. As many of the emailed questions as possible that relate to the subject matter of the Resolutions will be addressed during the Meeting. Shareholders in attendance at the Meeting will also be provided with the opportunity to ask questions.

All resolutions at the Meeting will be decided on a poll. Shareholders are encouraged to record their vote by proxy in advance of the meeting using the personalized Proxy Form enclosed with this Notice. Further details on how to vote via Proxy are set out below. Shareholders in attendance at the Meeting will be asked to register when joining the Meeting and will then be provided with an opportunity to vote on each resolution.

You may vote at the Meeting by attending the Meeting virtually or by proxy.

(a) Voting at the Meeting

Votes at the Meeting may be given personally or by proxy, attorney or representative.

All resolutions at the Meeting will be decided on a poll. Shareholders are therefore strongly encouraged to lodge a directed proxy in advance of the Meeting via: https://investor.automic.com.au/#/loginsah Upon a poll, every person who has lodged a proxy, or who is present in person via audio conference or by proxy, corporate representative or attorney will have one vote for each Share held by that person.

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Bioxyne Notice of AGM

(b) Voting by proxy

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder by completing, signing and returning the enclosed Proxy Form by the time and in accordance with the instructions set out in the Proxy Form.

Due to current COVID-19 related restrictions on public gatherings, proxies will not be able to physically attend the Meeting. Accordingly, Shareholders entitled to vote are encouraged to appoint the Chair as their proxy for this Meeting.

To be effective, Proxy Forms must be received by the Company by no later than 2pm (AEDT) on Tuesday, 24 November 2020.

In light of the substantial delays in postage times as a result of the COVID-19 virus, Proxy Forms that are posted may not be received by the Company in time for the Meeting.

Accordingly, Shareholders are encouraged to lodge their proxy votes online via : https://investor.automic.com.au/#/loginsah , or by completing and submitting their Proxy Forms via email to [email protected].

A proxy form submitted via email must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act.

Shareholders can direct their proxy to vote for, against, or to abstain from voting on, a resolution by marking the appropriate box in the enclosed Proxy Form.

Where the boxes ‘for’, ‘against’ or ‘abstain’ opposite the items for resolutions are not completed, this will be deemed an express authorisation for the person appointed as proxy to exercise the proxy as they see fit.

The Chair intends to vote all undirected and available proxies in favour of each item of business, subject to any voting exclusions that apply to the proxy. Shareholders will be informed of the proxy position at the meeting.

(c) Voting by corporate representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority must be emailed to [email protected], with the corporate shareholder’s request to register for the Meeting.

(d) Voting by attorney

A Shareholder entitled to vote at the Meeting is entitled to appoint an attorney to join and vote at the Meeting on the Shareholder’s behalf.

An attorney need not be a holder of Shares.

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An instrument conferring the power of attorney or a certified copy of the authority must be emailed to [email protected] with your request to register for the Meeting.

At the meeting, the Chairman will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the management of the Company and the Remuneration Report. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor, RSM Australia, questions about the content of its report, and the conduct of its audit of the Company, for the year.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Enquiries

If you have any questions in relation to the Resolutions to be considered at the Meeting, please call the Company Secretary, Mr Guy Robertson on +61 407 983 270.

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By order of the Board Guy Robertson Company Secretary 26 October 2020

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6 EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business specified to be conducted at the Annual General Meeting to be held on 26 November 2020 at 2 pm (Sydney Time).

The Directors recommend that Shareholders read this Explanatory Memorandum in full in conjunction with the accompanying Notice of which this Explanatory Memorandum forms a part.

_____________ 1.

Annual Report

As required under Section 317 of the Corporations Act, the annual financial report (which includes the financial statements and Directors’ declarations) for the year ended 30 June 2020 will be tabled at the Annual General Meeting.

The Company will not provide a hard copy of the annual financial report to Shareholders unless specifically requested to do so. An electronic copy of the annual financial report is available on the Company’s website: www.bioxyne.com

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports. The Company’s auditor, RSM Bird Cameron Partners, will be present at the Meeting and Shareholders will have an opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor’s report, the Company’s accounting policies and the independence of the auditor.

2. Resolution 1 – Adoption of Remuneration Report (non-binding vote)

The Corporations Act requires that at a listed company’s Annual General Meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

If at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2021 Annual General Meeting, the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the general meeting ( Spill Meeting ) within 90 days of the Company's 2021 Annual General Meeting. All of the Directors who were in office when the Company's 2021 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report

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Bioxyne Notice of AGM

is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2020.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

Proxy Restrictions

If the Chairman of the Meeting is your proxy (or he becomes your proxy by default), you will be taken to have expressly authorised him to exercise your proxy in relation to resolution 1 (Adoption of the Remuneration Report) even though the Chairman is, and those items are, connected directly or indirectly with the remuneration of a member of the key management personnel of the Bioxyne Limited. Shareholders will be informed of the proxy position and the manner in which the Chairman intends to vote undirected proxies at the meeting.

Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2020.

Directors’ Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that Shareholders vote in favour of this resolution.

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Bioxyne Notice of AGM

3. Resolution 2 – Re-election of Director – Mr Peter Hughes-Hallett

Pursuant to clause 8.1(e)(2) of the Company’s Constitution, Mr Peter HughesHallett retires at the 2020 Annual General Meeting but, being eligible, offers himself for re-election.

A brief profile of Mr Peter Hughes-Hallett is set out in the Annual Report of the Company.

Directors’ Recommendation

The Board (other than Mr Peter Hughes-Hallett) recommends that Shareholders vote in favour of this resolution.

SPECIAL RESOLUTION

4. Resolution 3 – Approval of 10% Placement Capacity

4.1 Background

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities (as that term is defined in the ASX Listing Rules) up to 10% of their issued capital calculated in accordance with LR 7.1A.2 through placements over a twelve month period after the Annual General Meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under ASX Listing Rule 7.1A during the 10% Placement Period separate to the Company’s 15% placement capacity under ASX Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to access the Additional Issuance Capacity and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

As at the date of this Notice of Meeting the Company has the capacity to issue 96,021,809 shares under listing rule 7.1 and 64,014,539 shares under listing rule 7.1A as outlined in the Appendix 3B lodged with the ASX on 20 October 2018.

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. Resolution 3 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).

The exact number of Equity Securities (if any) to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to Section 4.2 (c) below). The Company may use

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funds raised from any 10% Placement Facility for funding specific projects and/or general working capital.

The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this resolution.

4.2 ASX Listing Rule 7.1.A

(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 one class of Equity Securities

being Shares (ASX:BXN).

(c) Formula for calculating 10% Placement Facility

ASX 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 the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A has the meaning as in rule 7.1

D is 10%

E is the number of +equity securities issued or agreed to be issued under rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its +ordinary securities under rule 7.4

(d) ASX Listing Rule 7.1 and ASX Listing Rule 7.1A

The ability of an entity to issue Equity Securities under ASX Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under ASX Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to Section 4.2(c) above).

(e) Minimum Issue Price

Any Equity Securities issued under ASX Listing Rule 7.1A.2 must be in an existing quoted class of the eligible entity’s equity securities and the issue price for each such security must be no less than 75% of the volume weighted average price for securities in that class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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Bioxyne Notice of AGM

(i) the date on which the price at which the securities are to be issued is agreed; or
(ii) if the securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under ASX 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 at which the approval is obtained;
(ii) The time and date of the entity’s next annual general meeting; or

(iii) the date of the approval by shareholders of a transaction under ASX 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 )

4.3 Specific Information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) Minimum Price

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or

(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b) Risk of Voting Dilution

If Resolution 3 is approved by the Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ economic and voting power in the Company would be diluted as shown in the below table (in the case of unlisted options, only if the unlisted options are exercised). There is a risk that:

(i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s 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 dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for

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Bioxyne Notice of AGM

variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A.2 as at the date of this Notice of Meeting.

The table also shows:

(i) two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of ordinary shares the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities 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 ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

(ii) two examples of where the price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable “A” in ASX Listing Rule 7.1A.2			Dilution
	Issue Price (per Share)	50% decrease in Current Price 0.06 cents	Current Price 1.2 cents	100% Increase in Current Price 2.4 cents
Current Variable A 640,145,398 Shares	10% Voting Dilution	64,014,539 shares	64,014,539 shares	64,014,539 shares
	Funds Raised	$384,087	$768,174	$1,536,349
50% increase in current Variable A 960,218,097 shares	10% Voting Dilution	96,021,809 Shares	96,021,809 Shares	96,021,809 shares
	Funds Raised	$576,131	$1,152,262	$2,304,523
100% increase in current Variable A 1,280,290,796 Shares	10% Voting Dilution	128,029,079 Shares	128,029,079 Shares	128,029,079 shares
	Funds Raised	$ 768,174	$1,536,349	$3,072,698

The table has been prepared on the following assumptions:

(i) the Company currently has 640,145,398 shares on issue.

(ii) The Company issues the maximum securities available under the ASX Listing Rule 7.1A being 10% of the Company’s shares on issue at the date of the Meeting;
(iii) No unlisted options are exercised into fully paid ordinary securities or performance rights awarded before the date of the issue of securities under ASX Listing Rule 7.1A. The Company has 36,000,000 performance rights on issue at the date of this Notice of Meeting;
(iv) The table does not demonstrate an example of dilution that may be caused to a particular shareholder by reason of placements under ASX Listing Rule 7.1A, based on that shareholder’s holding at the date of the Meeting;
(v) The table only demonstrates the effect of issues of securities under ASX Listing Rule 7.1A. It does not consider placements made under ASX Listing Rule 7.1, the “15% rule”;
(vi) The price of ordinary securities is deemed for the purposes of the table above to be $0.012, being the closing price of the Company’s listed securities on ASX on 12 October 2020 ( Deemed Price ). The Deemed Price is indicative only and does not consider the 25% discount to market that the securities may be placed at;

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(vii) The table does not demonstrate the effect of unlisted options being issued, or performance rights vesting, under ASX Listing Rule 7.1A. It only considers the issue of the fully paid ordinary securities.
(viii) The table does not take into account resolutions to be put before this meeting.

(c) Date of Issue

The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).

(d) Purpose of the Issue under the 10% Placement Capacity

The Company may seek to issue the Equity Securities for the following purposes:

development of its direct sales business and general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 upon issue of any Equity Securities.

(e) Allocation Policy

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

(i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice of Meeting 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 were to pursue an acquisition and were it to be successful in acquiring new assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

(e) Previous Approval

The Company previously obtained Shareholder approval under ASX Listing Rule 7.1A. at the Annual General Meeting dated 27 November 2019.

The Company has not issued securities under ASX Listing Rule 7.1A during the year.

The Company did not issue shares during the twelve months preceding the date of this meeting.

No options were issued during the twelve months preceding the date of this meeting.

The Directors unanimously recommend Shareholders vote in favour of Special Resolution 3.

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GLOSSARY

The following is a glossary of various words and their meanings used in the Notice and Additional Information:

“Associate” has the meaning given by Sections 10 to 17 of the Corporations Act;

“ASX” means ASX Limited ACN 008 624 691;

“Board” means the Board of Directors of the Company;

“ Business Day ” has the same meaning as in the Listing Rules;

“Company” means Bioxyne Limited (ABN 97 084 464 193) of Suite 506 Level 5, 50 Clarence Street, Sydney, NSW 2000;

“Constitution or Existing Constitution” means the constitution of the Company;

“Corporations Act” means Corporations Act 2001 (Cth) ;

“Director” means a director of the Company;

“Equity Securities” has the same meaning as in the Listing Rules;

“Explanatory Memorandum” means the explanatory notes and additional information to the Resolutions in the Notice;

“Export Sales” means sales through Multi-Level Marketing Channels in Asia Pacific.

“Fully Paid Share” means a fully paid ordinary share in the issued capital of the Company ;

“Key Management Personnel” has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

“listed” means that the Company has applied for listing of the relevant security on the Australian Securities Exchange and has been successful in securing the listing;

“Listing Rules” means the listing rules issued and enforced by the ASX as amended from time to time;

“market price” has the same meaning as defined in the Listing Rules;

“Meeting” means the Annual General Meeting convened by the Notice;

“Multi-Level Marketing Channel ” means a marketing channel through which products and services are marketed directly to consumers through a sales force of independent contractors based upon a standardised compensation system.

“Notice” means this notice of Annual General Meeting;

“Officer” has the same meaning as in the Corporations Act;

" Related Parties " means, in respect of an individual, an Associate of that individual or which is a company, trust, person or superannuation scheme for the benefit of any member of the family of that individual;

“Resolution” means each resolution to be considered at the Meeting;

“Share” means an ordinary share in the issued capital of the Company; and

“Shareholder” means the holder of a Share.

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AI assistant

BIOXYNE LIMITED — AGM Information 2020

64594_rns_2020-10-26_df29eef3-e863-4c44-8f55-bf019c948239.pdf

ACN 084 464 193

NOTICE OF ANNUAL GENERAL MEETING Explanatory Statement and Proxy Form

Time: 2pm AEDT

To be held as a virtual meeting

Bioxyne Limited ACN 084 464 193

TABLE OF CONTENTS

IMPORTANT NOTICE

KEY DATES

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

1 ANNUAL ACCOUNTS

2 RESOLUTION 1 - REMUNERATION REPORT

3 RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER HUGHES HALLETT

SPECIAL BUSINESS

4 RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY

5 VOTING EXCLUSION STATEMENTS

The Company will disregard any votes cast on the Resolutions by or on behalf of the following persons:

Determination of Membership and Voting Entitlement

How to Vote

(b) Voting by proxy

(c) Voting by corporate representative

(d) Voting by attorney

Enquiries

Annual Report

2. Resolution 1 – Adoption of Remuneration Report (non-binding vote)

Proxy Restrictions

Definitions

Directors’ Recommendation

3. Resolution 2 – Re-election of Director – Mr Peter Hughes-Hallett

Directors’ Recommendation

SPECIAL RESOLUTION

4. Resolution 3 – Approval of 10% Placement Capacity

4.1 Background

4.2 ASX Listing Rule 7.1.A

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating 10% Placement Facility

(A x D) – E

D is 10%

(d) ASX Listing Rule 7.1 and ASX Listing Rule 7.1A

(e) Minimum Issue Price

(f) 10% Placement Period

4.3

Specific Information required by ASX Listing Rule 7.3A

(a) Minimum Price

(b) Risk of Voting Dilution

The table has been prepared on the following assumptions:

(c) Date of Issue

(d) Purpose of the Issue under the 10% Placement Capacity

(e) Allocation Policy

(e) Previous Approval

GLOSSARY

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BIOXYNE LIMITED AGM Information 2020