BOTANIX PHARMACEUTICALS LTD — Proxy Solicitation & Information Statement 2018

Apr 11, 2018

BOTANIX PHARMACEUTICALS LIMITED ACN 009 109 755

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Level 16, Brookfield Place Tower 2, 123 St Georges Terrace, Perth, Western Australia on 11 May 2018 at 2.00 PM (WST).

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on 0400 207 614.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

BOTANIX PHARMACEUTICALS LIMITED

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NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Botanix Pharmaceuticals Limited ( Company ) will be held at Level 16, Brookfield Place Tower 2, 123 St Georges Terrace, Perth, Western Australia, on 11 May 2018 at 2.00 pm ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 9 May 2018 at 5 pm.

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution1 – Ratification of issue of Shares to various sophisticated and professional investors under ASX Listing Rule 7.1

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, Shareholders ratify the issue of 81,466,694 Shares at an issue price of $0.11 each on 12 February 2018 under the Company’s 15% placement capacity under ASX Listing Rule 7.1 to various sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement:

The Company will disregard any votes cast in favour of Resolution 1 by any person who participated in the issue the subject of Resolution 1 and any person who is an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:

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

• (b) 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.

2. Resolution 2 – Ratification of issue of Shares to various sophisticated and professional investors under ASX Listing Rule 7.1A

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, Shareholders ratify the issue of 54,311,129 Shares at an issue price of $0.11 each on 12 February 2018 under the Company’s additional 10% placement capacity under ASX Listing Rule 7.1A to various

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sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement:

The Company will disregard any votes cast in favour of Resolution 2 by any person who participated in the issue the subject of Resolution 2 and any person who is an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:

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

• (b) 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.

BY ORDER OF THE BOARD

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Simon Robertson

Company Secretary

Dated: 5 April 2018

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BOTANIX PHARMACEUTICALS LIMITED

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EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 16, Brookfield Place Tower 2, 123 St Georges Terrace, Perth, Western Australia, on 11 May 2018 at 2.00 pm.

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2:	Action to be taken by Shareholders
Section 3:	Background on the Placement
Section 4:	Resolution 1 – Ratification of issue of Shares to various sophisticated and professional investors under ASX Listing Rule 7.1
Section 5:	Resolution 2 – Ratification of issue of Shares to various sophisticated and professional investors under ASX Listing Rule 7.1A

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b)

• a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed

to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

The Chairman intends to exercise all available proxies in favour of all Resolutions.

3. Background on the Placement

On 5 February 2018, the Company announced that it had received commitments from various sophisticated and professional investors to subscribe for a total of 135,777,823 Shares in the Company at an issue price of $0.11 to raise up to $15,000,000 (before costs) ( Placement ).

The Placement was undertaken in one tranche, with 135,777,823 Shares issued on 12 February 2018 raising approximately $15 million. Of these Shares:

• (a) 81,466,694 Shares were issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1. Resolution 1 seeks the ratification of the issue of these Shares pursuant to ASX Listing Rule 7.4; and

• (b) 54,311,129 Shares were issued under the Company’s additional 10% placement capacity under ASX Listing Rule 7.1A. Resolution 2 seeks the ratification of the issue of these Shares pursuant to ASX Listing Rule 7.4.

The funds raised under the Placement are being and will be used to advance BTX 1503 into a Phase 2 acne clinical study, advance BTX 1204 (atopic dermatitis) and BTX 1308 (psoriasis), and explore the broader commercial potential of the proprietary drug delivery system, Permetrex.

The effect of the Placement (on an undiluted basis) on the capital structure of the Company can be summarised as follows:

an be summarised as follows:
	Shares	%
Number of shares on issue prior to Placement	546,147,289	80.1
Dilution as a result of issue under ASX LR7.1 (Shares issued under the Placement the subject of Resolution 1)	81,466,694	8.0
Dilution as a result of issue under ASX LR7.1A (Shares issued under the Placement the subject of Resolution 2)	54,311,129	11.9
Total Shares upon completion of Placement	681,925,112	100.0

There have been no changes to the number of Options on issue as a result of the Placement.

Bell Potter Securities Pty Ltd and Argonaut Securities Pty Ltd acted as joint lead managers to the Placement. Shares issued under the Placement were issued to various sophisticated or professional investors, none of whom are related parties of the Company. The Placement has not resulted in any new substantial shareholders of the Company.

4. Resolution 1 – Ratification of issue of Shares to various sophisticated and professional investors under ASX Listing Rule 7.1

Listing Rule 7.1 broadly provides that a company may issue without shareholder approval equity securities up to 15% of its issued capital in any 12 month period.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of the ratification is to restore the Company's maximum discretionary power to issue further Shares up to 15% of the issued capital of the Company without requiring Shareholder approval.

Resolution 1 seeks ratification under Listing Rule 7.4 of the issue of 81,466,694 Shares that were made on 12 February 2018 in order to restore the ability of the Company to issue further Shares within the 15% limit during the next 12 months.

The following information in relation to the Shares is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) 81,466,694 Shares were issued;

• (b) the Shares were issued at an issue price of $0.11 each;

• (c) the Shares issued were fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary Shares on issue;

• (d) the Shares were issued to various sophisticated and professional investors, all of whom were unrelated parties of the Company; and

• (e) funds raised from the issue are being and will be used for the purpose set out in Section 3.

5. Resolution 2 – Ratification of issue of Shares to various sophisticated and professional investors under ASX Listing Rule 7.1A

Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under Listing Rule 7.1A may issue or agree to issue during the period the approval is valid up to a number of equity securities which represent 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in Listing Rule 7.1A.

Shareholders approved the 10% additional placement capacity under Listing Rule 7.1A at the Company’s 2017 Annual General Meeting held on 14 November 2017.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval under the Company’s 10% additional placement capacity provided the issue did not breach the 10% threshold set by Listing Rule 7.1A. The effect of the ratification is to restore the Company's maximum discretionary power to issue further Shares under the additional 10% placement capacity until 14 November 2017, being the date 12 months from the date of the Company’s 2017 Annual General Meeting at which Shareholders approved the additional 10% placement capacity.

Resolution 2 seeks ratification under Listing Rule 7.4 of the issue of 54,311,129 Shares that were made on 12 February 2018 in order to restore the ability of the Company to issue further Shares within the 10% limit during the relevant period.

The following information in relation to the Shares is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) 54,311,129 Shares were issued;

• (b) the Shares were issued at an issue price of $0.11 each;

• (c) the Shares issued were fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary Shares on issue;

• (d) the Shares were issued to various sophisticated and professional investors, all of whom were unrelated parties of the Company; and

• (e) funds raised from the issue are being and will be used for the purpose set out in Section 3.

Schedule 1 - Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

Accounting Standards has the meaning given to that term in the Corporations Act.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

ASX means the ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors of the Company.

Chair or Chairman means the person appointed to chair the Meeting of the Company convened by the Notice.

Child Entity has the meaning give to that term in the Listing Rules.

Company means Botanix Pharmaceuticals Limited ACN 009 109 755.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Listing Rules means the listing rules of ASX.

Meeting means the General Meeting convened by the Notice.

Notice means this notice of General Meeting.

Option means an option to acquire a Share that is granted to Matthew Callahan on the terms and conditions set out in the Explanatory Memorandum (including Schedule 2 to the Explanatory Memorandum).

Proxy Form means the proxy form accompanying the Notice.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

WST means Western Standard Time, being the time in Perth, Western Australia.

Botanix Pharmaceuticals Ltd | ACN 009 109 755

GM Registration Card

If you are attending the meeting in person, please bring this with you for Securityholder registration.

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Vote by Proxy: BOT

Your proxy voting instruction must be received by 2.00pm (WST) on Wednesday, 9th May 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY VOTE ONLINE

Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

• Save Money: help minimise unnecessary print and mail costs for the Company.

• It’s Quick and Secure: provides you with greater privacy, eliminates any postal delays and the risk of potentially getting lost in transit.

• Receive Vote Confirmation: instant confirmation that your vote has been processed. It also allows you to amend your vote if required.

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SUBMIT YOUR PROXY VOTE BY PAPER

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:

https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

VOTING UNDER STEP 1 - APPOINTING A PROXY

If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chairman of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided Individual : Where the holding is in one name, the Shareholder must sign.

Joint holding : Where the holding is in more than one name, all of the Shareholders should sign.

Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

ATTENDING THE MEETING

Completion of a Proxy Voting Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Voting 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.

POWER OF ATTORNEY

If a representative as power of attorney of a Shareholder of the Company is to attend the Meeting, a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms.

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Return your completed form: Contact us – All enquiries to Automic: BY MAIL WEBCHAT Automic Registry Services https://automic.com.au/ PO Box 2226 Strawberry Hills NSW 2012 EMAIL hello@automic.com.au IN PERSON Automic Registry Services PHONE Level 3, 50 Holt Street, 1300 288 664 (Within Australia) Surry Hills NSW 2010 +61 2 9698 5414 (Overseas)

Complete and return this form as instructed only if you do not vote online

I/We being a Shareholder entitled to attend and vote at the General Meeting of Botanix Pharmaceuticals Ltd, to be held at 2.00pm (WST) on Friday 11[th] May 2018 at Level 16, Brookfield Place Tower 2, 123 St Georges Terrace, Perth, Western Australia hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write the name of the person or

body corporate you are appointing as your proxy or failing the person so named or, if

no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

Resolutions

For Against Abstain

1. Ratification of issue of Shares to various Sophisticated and Professional Investors under ASX Listing Rule 7.1

2. Ratification of issue of Shares to various Sophisticated and Professional Investors under ASX Listing Rule 7.1A

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name……………………………………………………….. Contact Daytime Telephone………………………………………………… Date _ / _ / ___
Email Address
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
Sign
STEP 3:
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BOT
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