CANADIAN PHOSPHATE LIMITED — Proxy Solicitation & Information Statement 2016

Aug 18, 2016

FERTOZ LTD ACN 145 951 622

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDUM

Notice is hereby given that the Extraordinary General Meeting of the Shareholders of Fertoz Ltd ACN 145 951 622 to which this Notice of Meeting relates will be held at:

TIME : 11:00 am Australian Eastern Standard Time (AEST)

DATE : Monday 19 September 2016

PLACE : Christie Offices Shang Room Mezzanine Level 3 Spring Street Sydney NSW 2000

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 (0)408 704 446.

CONTENTS	PAGE
Business of the Meeting (setting out the proposed resolutions)	1
Explanatory Memorandum (explaining the proposed resolutions)	4
Schedule 1 - Glossary	8
Schedule 2 - Terms of Options	10

IMPORTANT INFORMATION

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The persons eligible to vote at the General Meeting are those who are registered Shareholders at 11:00 am (AEST) on Saturday 17 September 2016

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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BUSINESS OF THE MEETING

ORDINARY BUSINESS

RESOLUTION 1 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES AND ATTACHING OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.4 and all other purposes, the shareholders hereby ratify the allotment and issue of 10,200,001 Shares at an issue price of 14 cents per Share and 5,100,002 attaching unlisted Options, on the terms and conditions set out in the Explanatory Memorandum.”

RESOLUTION 2 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES AND ATTACHING OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to allot and issue up to 20,871,435 Shares at an issue price of 14 cents per Share and up to 10,435,720 attaching unlisted Options, on the terms and conditions set out in the Explanatory Memorandum.”

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company and the Corporations Act.

BY ORDER OF THE BOARD

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JAMES CHISHOLM CHAIRMAN DATE: 19 AUGUST 2016

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VOTING EXCLUSION STATEMENT:

The Company will disregard any votes cast on:

• Resolution 1 by a person or an associate of such person who participated in the Placement.

• Resolution 2 by a person or an associate of such person who may participate in the Placement 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.

However, the Company need not disregard a vote if:

• a) it is cast by a 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 Chair 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.

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the resolutions the subject of this Meeting (even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company), subject to compliance with the Corporations Act.

Notes

1. The Company has determined that for the purpose of determining voting entitlements at the Meeting all shares in the Company that are quoted on the ASX will be taken to be held by the persons who held them as registered shareholders at 11:00am (AEST) on Saturday 17 September 2016. Accordingly, share transfers registered after this time will be disregarded in determining entitlements to attend and vote at the Meeting.

2. On a poll, a member will have one vote for every fully paid ordinary Share held.

3. On a show of hands every member present has one vote (subject to note 6 below).

4. A member entitled to attend and vote may attend and vote in person or by proxy, or attorney or (where the member is a body corporate) by representative.

5. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of the member’s votes each proxy is entitled to exercise. If the appointment does not specify the proportion or number of the member’s votes, each proxy may exercise one half of those votes.

6. Where a member appoints two proxies, in one instrument and both are present, on a show of hands only the first named proxy may vote.

7. The proxy of a member does not need to be a member of the Company.

8. Proxy forms must be signed by a member or the member’s attorney or, if a corporation, executed under seal or in accordance with section 127 of the Corporations Act 2001 (Cth) (if an Australian Company) or signed by an authorised officer of attorney for any overseas companies.

9. If proxy holders vote, they must cast all directed proxies as directed and any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

10. A proxy form accompanies this Notice of Meeting and to be effective must be received by the Company’s corporate registry by 11:00am (AEST) on 17 September 2016:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to

(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only

(custodians) www.intermediaryonline.com

For all enquiries in relation to completing your proxy call Computershare on: (within Australia) 1300 850 505 or (outside Australia) +61 3 9415 4000

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EXPLANATORY MEMORANDUM

THIS EXPLANATORY MEMORANDUM 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.

This Explanatory Memorandum should be read in conjunction with the Notice of Extraordinary General Meeting to which this Explanatory Memorandum is attached and forms part of.

Terms used in this Explanatory Memorandum are defined in Schedule 1 of this Explanatory Memorandum.

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES AND ATTACHING OPTIONS

1.1 Introduction

On 2 August 2016 and 8 August 2016, the Company announced it had received commitments from investors to subscribe for up to 31,071,436 Shares at an issue price of $0.14 per Share and an attaching Option for every two Shares issued to raise a total of $4,350,000 ( Placement ). The Placement will be completed in two tranches:

• (a) ( Tranche 1 ) - 10,200,001 Shares ( Tranche 1 Placement Shares ) and 5,100,002 Options ( Tranche 1 Placement Options ) which were issued on 8 August 2016 pursuant to the Company’s 15% Capacity under ASX Listing Rule 7.1 and 10% Capacity under listing Rule 7.1A; and

• (b) ( Tranche 2 ) – up to 20,871,435 Shares ( Tranche 2 Placement Shares ) and up to 10,435,720 Options ( Tranche 2 Placement Options ) which will, subject to the Shareholders approving Resolution 2 at the Meeting, be issued shortly after the Meeting.

The Company now seeks Shareholder approval to ratify the issue of the Tranche 1 Placement Shares and Tranche 1 Placement Options so as to refresh the Company’s 15% Capacity under ASX Listing Rule 7.1 and 10% Capacity under listing Rule 7.1A (see below for details).

1.2 ASX Listing Rules

Listing Rule 7.1 permits entities to issue securities of up to 15% of its issued capital ( 15% Capacity ) over a 12 month period without shareholder approval. Listing Rule 7.4 provides that where shareholders subsequently approve securities that were issued under Listing Rule 7.1 then those securities will be treated as having been made with shareholder approval. The effect of this rule is to refresh the 15% Capacity under listing rule 7.1.

Listing Rule 7.1A permits eligible entities to issue securities of up to 10% of its issued capital ( 10% Capacity ) over a 12 month period after shareholder approval is obtained at an Annual General Meeting. The Company obtained shareholder approval under Listing Rule 7.1A at the Annual General Meeting held on 30 November 2015.

Listing Rule 7.1A.2 provides that where shareholders subsequently approve (in accordance with Listing Rule 7.4) the securities that were issued under Listing Rule 7.1A then those securities will be treated as having been made with shareholder approval under Listing Rule 7.1. The effect of this rule is to refresh the 10% Capacity under Listing Rule 7.1A.

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The Company completed Tranche 1 of the Placement utilising its 15% Capacity to issue securities under Listing Rule 7.1 and 10% Capacity to issue securities under Listing Rule 7.1A. While the approval of Resolution 1 will have no effect on the issue of the Tranche 1 Placement Shares and Tranche 1 Placement Options in question, shareholder approval will restore the Company’s ability to issue further equity securities under Listing Rule 7.1 and 7.1A to the extent of 15,300,003 securities.

1.3 Information required by ASX Listing Rule 7.5

For the purposes of Listing Rule 7.5, the Company provides the following information to Shareholders:

• (a) The number of securities issued was 10,200,001 Shares and 5,100,002 Options (that, if exercised, would result in the issue of 5,100,002 Shares).

• (b) The Tranche 1 Placement Shares were issued at a price of A$0.14 each.

• The Tranche 1 Placement Options were issued for no cash consideration however, can be exercised at an exercise price of A$0.18 each.

• (c) The Tranche 1 Placement Shares are quoted on the ASX and rank equally with all ordinary shares on issue.

The Tranche 1 Placement Options are not listed on the ASX and can be exercised at an exercise price of $0.18 each at any time up to 7 August 2018. Shares that are issued upon the exercise of the Tranche 1 Placement Options will rank equally with all other Shares on issue and in all other respects the rights and entitlements of the holders of the Shares (issued on exercise of the Tranche 1 Placement Options) will be identical to the rights and entitlements of the holders of then currently issued Shares. The key terms of the Tranche 1 Placement Options are set out in Schedule 2.

• (d) The Tranche 1 Placement Shares and Tranche 1 Placement Options were issued to sophisticated and professional investors (as those terms are defined in section 708 of the Corporations Act) as determined by the Directors and other investors identified by the Company or its Brokers to whom disclosure is not required under section 708(1) of the Corporations Act).

No Tranche 1 Placement Shares and Tranche 1 Placement Options were issued to Directors or related parties of the Company.

• (e) The funds raised under the Placement are proposed to be used to progress development of its British Columbia Phosphate Projects, to continue its sales and marketing efforts and for working capital purposes

• (f) A voting exclusion statement is included for Resolution 1 in the Notice of Meeting accompanying the Explanatory Memorandum.

1.4 Directors’ recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 1.

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2. RESOLUTION 2 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES AND ATTACHING OPTIONS

2.1 Introduction

The Company seeks Shareholder approval to issue the Tranche 2 Placement Shares and Tranche 2 Placement Options under the Placement announced on 2 August 2016 and 8 August 2016 to sophisticated and professional investors and other investors to whom disclosure is not required under section 708 of the Corporations Act. See paragraph 1.1 above for details regarding the Placement.

2.2

ASX Listing Rule 7.1

ASX Listing Rule 7.1 requires Shareholder approval to the proposed issue of securities in the Company under Tranche 2 of the Placement. Listing Rule 7.1 broadly provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company's securities on issue under Listing Rule 7.1 and 10% Capacity under listing Rule 7.1A.

Resolution 2 seeks Shareholder approval for the allotment and issue of up to 20,871,435 Shares ( Tranche 2 Placement Shares ) and 10,435,720 Options ( Tranche 2 Placement Options ). The effect of Resolution 2 will be to allow the Directors to issue the Tranche 2 Placement Shares and Tranche 2 Placement Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% Capacity under Listing Rule 7.1 and 10% Capacity under listing Rule 7.1A.

2.3 ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the Company provides the following information to Shareholders:

• (a) The maximum number of securities to be issued is 20,871,435 Shares and 10,435,720 Options (that, if exercised, would result in the issue of 10,435,720 Shares).

• (b) The Tranche 2 Placement Shares and Tranche 2 Placement Options will be allotted and issued no later than 3 months after the date of this Meeting (unless otherwise extended by way of ASX granting a waiver to the Listing Rules).

• (c) The Tranche 2 Placement Shares will be issued at a price of A$0.14 each. The Tranche 2 Placement Options will be issued for no cash consideration however, can be exercised at an exercise price of A$0.18 each.

• (d) The Company intends to issue the Tranche 2 Placement Shares and Tranche 2 Placement Options to sophisticated and professional investors (as those terms are defined in section 708 of the Corporations Act) as determined by the Directors and other investors identified by the Company or its Brokers to whom disclosure is not required under section 708(1) of the Corporations Act).

No Tranche 2 Placement Shares or Tranche 2 Placement Options will be issued to Directors or related parties of the Company.

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• (e) The Tranche 2 Placement Shares will be quoted on the ASX and rank equally with all ordinary shares on issue.

The Tranche 2 Placement Options will not be listed on the ASX and will be exercisable at an exercise price of $0.18 each at any time up to 2 years from the date of issue of the Tranche 2 Placement Shares. Shares that are issued upon the exercise of the Tranche 2 Placement Options will rank equally with all other Shares on issue and in all other respects the rights and entitlements of the holders of the Shares (issued on exercise of the Tranche 2 Placement Options) will be identical to the rights and entitlements of the holders of then currently issued Shares. The key terms of the Tranche 2 Placement Options are set out in Schedule 2.

• (f) The Directors currently intend that the funds raised from the Placement will be used to progress development of its British Columbia Phosphate Projects, to continue its sales and marketing efforts and for working capital purposes

• (g) Subject to Shareholders approving this Resolution 2, the Company expects to issue the Tranche 2 Placement Shares and Tranche 2 Placement Options on or about 22 September 2016.

• (h) A voting exclusion statement is included for Resolution 2 in the Notice of Meeting accompanying the Explanatory Memorandum.

2.4 Recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 2.

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Schedule 1 - Glossary

$ means Australian dollars.

ASX means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires).

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors of the Company.

Brokers means Blackwood Capital Pty Ltd ACN 101 849 110 and Novus Capital Limited ABN 32 006 711 995.

Chair means the chairperson of the General Meeting.

Company means Fertoz Ltd ACN 145 951 622.

Corporations Act means the Corporations Act 2001 (Cth) .

Directors means the current directors of the Company.

Equity Securities has the meaning given to that term in the ASX Listing Rules.

Explanatory Memorandum means the Explanatory Memorandum accompanying the Notice.

General Meeting or Meeting means the extraordinary general meeting convened by the Notice.

Notice, Notice of Meeting or Notice of General Meeting means this notice of extraordinary general meeting including the Explanatory Memorandum and the Proxy Form.

Options means options to acquire Shares with an exercise price of $0.18 per Share on the terms set out in Schedule 2.

Placement has the meaning given to that term in section 1.1 of the Explanatory Memorandum.

Placement Shares means the Tranche 1 Placement Shares and Tranche 2 Placement Shares.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Schedule means a schedule to this Notice.

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

Shareholder means a holder of a Share.

Tranche 1 has the meaning given to that term in section 1.1 of the Explanatory Memorandum.

Tranche 2 has the meaning given to that term in section 1.1 of the Explanatory Memorandum.

Tranche 1 Placement Options has the meaning given to that term in section 1.1 of the Explanatory Memorandum.

Tranche 1 Placement Shares has the meaning given to that term in section 1.1 of the Explanatory Memorandum.

Tranche 2 Placement Options has the meaning given to that term in section 1.1 of the Explanatory Memorandum.

Tranche 2 Placement Shares has the meaning given to that term in section 1.1 of the Explanatory Memorandum.

10% Capacity has the meaning given to it under section 1.2 of the Explanatory Memorandum.

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15% Capacity has the meaning given to it under section 1.2 of the Explanatory Memorandum.

Words importing the singular include the plural and vice versa.

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Schedule 2 – Terms of Options

A summary of the material rights attaching to Options is set out below. This summary does not provide an exhaustive statement of rights and liabilities attaching to Options and the relevant Option holders.

Option entitlement

The Options entitle the holder to subscribe for one Share on the exercise of each Option.

Exercise Price

The Options have an exercise price of A$0.18 per Share (subject to any adjustment under the Option Terms).

Exercise Period

The Options may be exercised at any time up to:

• (a) in respect of the Tranche 1 Placement Options - 5:00 pm AEST on 7 August 2018; and

• (b) in respect of the Tranche 2 Placement Options - 5:00 pm AEST on the date that is 24 months after the Tranche 2 Shares were issued.

Any Options not exercised before the corresponding time and date, automatically lapse.

Shares issued on exercise

Shares issued on exercise of the Options will rank equally in all respects with all other Shares.

Quotation of Options

The Options will not be listed on the ASX.

Quotation of Shares on exercise

The Company will apply for the Shares issued on exercise of the Options to be admitted to trading and quotation by the ASX.

Method and payment

To exercise the Options, the Option holder must give the Company, at the same time:

• (a) a written exercise notice (in the form approved by the Board of the Company from time to time) specifying the number of Options being exercised and the Shares to be issued ( Exercise Notice );

• (b) payment of the exercise price for the Shares the subject of the Exercise Notice ( Exercise Price ) by way of bank cheque or by other means of payment approved by the Company; and

• (c) the certificate for the Options.

Timing of issue of Shares

Within 15 business days after receiving an Exercise Notice and payment by an Option holder of the Exercise Price, the Company must issue the Option holder the number of fully paid ordinary Shares in the capital of the Company specified in the Exercise Notice.

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Options transferable

The Options issued may not be sold, assigned or transferred, by the Option holder, either voluntarily or by operation of law, and the Options may only be exercised by the Option holder, unless otherwise agreed by the Company in writing.

Participation in new issues

An Option holder is not entitled to participate in any new issue to existing Shareholders of securities in the Company unless they have exercised their Options before the record date for determining entitlements to the new issue of securities and participate as a result of holding Shares.

Bonus issues

If the Company makes a bonus issue of Shares or other securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the Options before the record date for determining entitlements to the issue, then the number of underlying Shares over which the Options are exercisable is increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Options before the record date for determining entitlements to the issue.

Adjustment for rights issue

If the Company makes a pro rata issue of Shares (except a bonus issue) to existing Shareholders (except an issue in lieu of or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the Options before the record date for determining entitlements to the issue, the exercise price of each Option is reduced in accordance with the ASX Listing Rules.

Reorganisations

If at any time the Company’s ordinary shares are reconstructed, consolidated, divided or reclassified into a lesser or greater number of securities, the number of Options must be reconstructed, consolidated, divided or reclassified:

• (a) in accordance with the ASX Listing Rules;

• (b) on the same basis as the reconstruction, consolidations, division or reclassification of ordinary shares in the Company; and

• (c) all rights of the Option holder will be changed to the extent necessary to comply with the ASX Listing Rules.

In that event, the Company has the power to vary the number of Options or the Exercise Price of the Options or the number of Shares to be issued on exercise of the Options or any of these items as the Board of the Company consider necessary and appropriate.

Dividends

Shares issued pursuant to the exercise of the Options will only be entitled to receive a dividend if the Shares are issued on or before the record date for that dividend.

Governing law

These terms and the rights and obligations of Option holders are governed by the laws of New South Wales.

Duties and taxes

The Company is not responsible for payment of any stamp duty or taxes which may subsequently become payable on exercise of any Options or the acquisition of any Shares on the exercise of any Options.

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Fertoz Limited ACN 145 951 622

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

FTZ

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

 For your vote to be effective it must be received by 11:00 am (AEST) on Saturday, 17 September 2016

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Signing Instructions

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

Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

 www.investorcentre.com

View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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I/We being a member/s of Fertoz Limited hereby appoint

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the Chairman of the Meeting

OR



PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Fertoz Limited to be held at Christie Offices, Shang Room Mezzanine Level, 3 Spring Street, Sydney NSW 2000 on Monday, 19 September 2016 at 11:00 am (AEST) and at any adjournment or postponement of that Meeting.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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For Against Abstain
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• 1 Ratification of issue of Tranche 1 Placement Shares and attaching Options

• 2 Approval of Issue of Tranche 2 Placement Shares and attaching Options

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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