GENETIC SIGNATURES LIMITED — Proxy Solicitation & Information Statement 2019

Nov 3, 2019

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4 November 2019

Dear Shareholder

On behalf of the Board I am pleased to invite you to attend the 2019 Extraordinary General Meeting ( EGM ) of Genetic Signatures Limited. The following information is enclosed:

• the “Notice of Extraordinary General Meeting” and Explanatory Memorandum;

• a proxy form; and

• a reply-paid envelope for lodging your proxy form.

EGM

The EGM will be held on Wednesday, 4 December 2019 at 3:00pm (Sydney time) at the offices of BDO, Level 11, 1 Margaret Street, Sydney NSW 2000. You are invited to join the Board for refreshments after the meeting.

Business of the EGM

The business of the EGM is set out in the “Notice of Extraordinary General Meeting” ( Notice ). The Notice and Explanatory Memorandum set out important information in relation to the matters to be considered by shareholders at the EGM, and I encourage you to read these materials carefully.

Attendance

If you are attending the EGM, please bring your personalised proxy form to allow the Share Registry to promptly register your attendance at the meeting. The registration desk will be open from 2:30pm (Sydney time).

If you are unable to attend in person, you may wish to appoint a proxy to attend and vote at the meeting in your place. Please refer to the Notice and proxy form regarding the appointment of a proxy.

I look forward to seeing as many shareholders as possible at the EGM.

Yours sincerely,

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Dr Nick Samaras Chairman Genetics Signatures Limited

GENETIC SIGNATURES LIMITED ACN 095 913 205

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting (EGM or Meeting) of Genetic Signatures Limited (GSS or Company) will be held at:

Date	Wednesday, 4 December 2019
Time	3:00pm (Sydney time)
Location	BDO Level 11, 1 Margaret Street Sydney NSW 2000

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on the matters to be considered at the EGM. The Explanatory Memorandum and the proxy form are part of this Notice of Meeting.

A. ITEMS FOR APPROVAL

Resolution 1: Ratification of Tranche 1 Placement

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

“That the issue of 15,589,040 Shares to participants in the Tranche 1 Placement completed on 4 November 2019 at $0.98 per Share and otherwise as described in the Explanatory Memorandum is ratified and approved.”

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

• a. a person who participated in the Tranche 1 Placement; and

• b. an associate of such a person.

However, the Company will 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 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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Resolution 2: Approval of Tranche 2 Placement

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

“That the issue of 20,125,246 Shares to participants in the Tranche 2 at $0.98 per Share and otherwise as described in the Explanatory Memorandum is approved.”

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 2 by or on behalf of:

• a. a person who is expected to participate in the Tranche 2 Placement, or a person who will obtain a material benefit, except a benefit solely in the capacity as a Shareholder; and

• b. an associate of such a person.

However, the Company will 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 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.

B. IMPORTANT NOTES

Entitlement to Attend and Vote

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) the Board has determined that persons eligible to attend and vote at the Meeting as a shareholder, are those who are registered shareholders of the Company as at 7.00pm (Sydney time) on Monday, 2 December 2019 ( Entitlement Time ) being two days before the Meeting.

This means that if you are not the registered holder of a share in the Company at the Entitlement Time, you will not be entitled to vote at the Meeting.

If more than one joint holder of shares is present at the Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Voting by Proxy

If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the EGM.

A proxy need not be a shareholder of the Company.

A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder’s votes.

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Proxy Forms

To be effective, the Proxy Form must be completed, signed and lodged (together with the relevant original power of attorney or a certified copy if the proxy is signed by an attorney) with the Company’s share registry, as an original or by facsimile, no later than 3:00pm (Sydney time) on Monday, 2 December 2019 ( Proxy Deadline ).

Proxy Forms may be submitted in one of the following ways:

• a. Online (preferred) via the Company’s Share Registry website at www.votingonline.com.au/gssegm2019. Please refer to the Proxy Form for information; or

• b. By fax to Boardroom Pty Ltd on +61 2 9290 9655; or

• c. By mail to Boardroom Pty Ltd using the reply-paid envelope or GPO Box 3993, Sydney NSW 2001. Please allow sufficient time so that it reaches Boardroom Limited by the Proxy Deadline; or

• d. By hand delivery to Boardroom Pty Ltd at Level 12, 225 George Street, Sydney, NSW 2000 (during business hours, Monday to Friday 9.00am – 5.00pm).

Proxy Forms and Powers of Attorney must be received by the Proxy Deadline.

Voting by Attorney

To vote by attorney at the Meeting, the original power of attorney or other authority (if any) under which the instrument is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 11:00am (Sydney time) on Wednesday, 4 December 2019, being 48 hours before the EGM.

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the EGM. The appointment of the representative must comply with the requirements under section 250D of the Act. The representative should bring to the EGM a properly executed letter or other document confirming its authority to act as the company’s representative.

IMPORTANT: If you appoint the Chairman of the Meeting as your proxy, or the Chairman becomes your proxy by default, and you do not direct your proxy how to vote on Resolutions 1 and 2 then by submitting the Proxy Form you will be expressly authorising the Chairman to exercise your proxy on the relevant resolution. The Chairman intends to vote undirected proxies in favour of Resolutions 1 and 2.

BY ORDER OF THE BOARD

Peter Manley Company Secretary 4 November 2019

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of the Company in relation to the business to be conducted at the Company’s EGM to be held on Wednesday, 4 December 2019 at 3:00pm (Sydney time).

As announced on 28 October 2019, Genetic Signatures has undertaken an institutional placement to raise $35 million through the issue of 35.7 million new Shares ( Placement ).

The proceeds from the Placement will be used for commercial expansion in Australia, the European Union and USA, obtaining further regulatory approvals to Genetic Signatures’ products, additional product development including for new instrumentation, and working capital purposes.

The placement was priced at $0.98 per share, representing a 9.3% discount to the last close price prior to the commencement of the Placement on Wednesday, 23 October 2019.

The Placement received overwhelming support from offshore investors and domestic institutional investors, including a large global fund manager, Perennial Value Management and Regal Funds Management.

The Placement will be settled in two tranches:

• a. The issue of the first tranche, consisting of 15,589,040 new Shares and raising $15.3 million, occurred on 4 November 2019 ( Tranche 1 Placement ) under Genetic Signature’s existing placement capacity pursuant to ASX Listing Rule 7.1.

• b. The issue of the second tranche, consisting of 20,125,246 new Shares and raising $19.7 million, ( Tranche 2 Placement ) is proposed to occur on 12 December 2019, subject to approval being obtained from Shareholders.

The purpose of the Meeting is to seek ratification from Shareholders of the Tranche 1 Placement (Resolution 1) and approval from Shareholders to the Tranche 2 Placement (Resolution 2).

Resolutions 1 and 2 are ordinary resolutions, which require a simple majority of votes cast by shareholders present and entitled to vote on the resolution.

Further information in relation to each of the Resolutions is set out below.

In conjunction with the placement, a share purchase plan is being offered to eligible Shareholders in Australia and New Zealand ( SPP ). Under the SPP, holders of existing shares in Genetic Signatures on the share register as at 7.00pm (AEDT) on Friday, 25 October 2019 and who are eligible Shareholders in Australia or New Zealand are invited to subscribe for up to $30,000 of new Shares per eligible Shareholder. The targeted raising size for the SPP is $2 million.

Participation in the SPP is optional. Further information in relation to the SPP, including the SPP terms and conditions, are outlined in a separate SPP Booklet which is being dispatched to eligible Shareholders along with this Notice.

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Resolution 1: Ratification of Tranche 1 Placement

Listing Rule 7.1 of the ASX Listing Rules restricts the number of equity securities that a listed company may issue in any 12 month period, without the approval of shareholders, to 15% of the number of ordinary securities on issue at the start of the period, subject to certain adjustments and permitted exceptions. In calculating the 15% limit, the entity is entitled to deduct any ordinary securities issued in the 12-month period that were issued with the approval of shareholders for the purposes of Listing Rule 7.1.

Under Listing Rule 7.4 of the ASX Listing Rules, an issue of securities without approval under Listing Rule 7.1 will be treated as having been made with shareholder approval for the purposes of Listing Rule 7.1 if the original issue did not breach the 15% limit under Listing Rule 7.1 and shareholders subsequently approve (or ‘ratify’) the issue.

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Approval by Shareholders of Resolution 1 will provide the Company with flexibility in considering any further fundraising efforts or acquisitions, and will enable the Company to raise further funds at any time during the next 12 months by issuing up to the full 15% of its issued share capital. If Resolution 1 is passed, the Tranche 1 Placement Shares will not be counted towards the calculation of the 15% limit during that period.

The following information in relation to the Tranche 1 Placement is required to be provided to Shareholders under the Listing Rules with respect to obtaining this approval:

• a. 15,589,040 Shares were issued under the Tranche 1 Placement.

• b. These Shares were issued at a price of $0.98 per Share.

• c. The Shares issued were fully paid ordinary shares in Genetic Signatures and have the same terms as, and rank equally with, all other Shares on issue.

• d. The Shares were issued to institutional investors identified by Genetic Signature’s placement agent, Bell Potter Securities Limited.

• e. The funds raised from the issue of Shares will be used for commercial expansion in Australia, the European Union and USA, obtaining further regulatory approvals to Genetic Signatures’ products, additional product development including for new instrumentation, and working capital purposes.

The Directors unanimously recommend that shareholders vote in favour of this Resolution.

Resolution 2: Approval of Tranche 2 Placement

The issue of Shares under the Tranche 2 Placement would exceed the limit of equity securities that Genetic Signatures can issue under Listing Rule 7.1 (as described above) without Shareholder approval. Accordingly, Resolution 2, if approved, will satisfy the requirement of Listing Rule 7.1 and permit the Company to undertake issue the Tranche 2 Placement Shares.

Resolution 2 seeks Shareholder approval for the issue of Shares to participants in the Tranche 2 Placement.

The following information in relation to the Tranche 2 Placement is required to be provided to Shareholders under the Listing Rules with respect to obtaining this approval:

• a. The maximum number of Shares that will be issued by the Company if Resolution 2 is passed is 20,125,246 Shares.

• b. The Shares will be issued on the allotment date for the Tranche 2 Placement. This is expected to occur on 12 December 2019, and in any event will occur within 3 months of the date of the Meeting.

• c. The issue price of each Share will be $0.98.

• d. The Shares will be issued to institutional investors identified by Genetic Signature’s placement agent, Bell Potter Securities Limited.

• e. The terms of the Shares issued under the Tranche 2 Placement will, upon issue, be identical to the terms of all other fully paid ordinary shares in the capital of the Company.

• f. The funds raised from the issue of Shares will be used for commercial expansion in Australia, the European Union and USA, obtaining further regulatory approvals to Genetic Signatures’ products, additional product development including for new instrumentation, and working capital purposes.

The Directors unanimously recommend that shareholders vote in favour of this Resolution.

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GLOSSARY

ASX means ASX Limited (ACN 008 624 691) and, where the context requires, the market operated by it.

Board means the board of Directors.

Company means Genetic Signatures Limited (ACN 095 913 205).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum attached to the Notice.

GSS means Genetic Signatures Limited (ACN 095 913 205).

Listing Rules means the listing rules of the ASX from time to time.

Meeting means the extraordinary general meeting convened by the Notice.

Notice means this notice of meeting.

Resolution means a resolution set out in the Notice.

Share means a fully paid ordinary share in Genetic Signatures.

Shareholder means a person registered as the holder of a Share.

SPP means the share purchase plan being offered by the Company.

Tranche 1 Placement the 15,589,040 Shares issued by the Company on 4 November 2019 at $0.98 per Share.

Tranche 2 Placement the 20,125,246 Shares proposed to be issued by the Company if Resolution 2 is passed at $0.98 per Share.

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All Correspondence to:

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 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 3:00pm (Sydney Time) on Monday 2 December 2019.

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STEP 1: VISIT https://www.votingonline.com.au/gssegm2019

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

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Scan QR Code using smartphone QR Reader App

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 securityholder 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.

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 3:00pm (Sydney Time) on Monday, 2 December 2019. 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:

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.

• Online https://www.votingonline.com.au/gssegm2019

• 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 .

Genetic Signatures Limited

ACN 095 913 205

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 Genetic Signatures Limited (Company) and entitled to attend and vote hereby appoint:

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 securityholder) you are appointing as your proxy below

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 Extraordinary General Meeting of the Company to be held at BDO, Level 11, 1 Margaret Street, Sydney NSW 2000 on Wednesday, 4 December, 2019 at 3:00pm (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.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

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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 calculating the required majority if a poll is called.
For Against Abstain
Resolution 1 Ratification of Tranche 1 Placement
Resolution 2 Approval of Tranche 2 Placement
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2019
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