GENETIC TECHNOLOGIES LIMITED — AGM Information 2003

Oct 19, 2003

genetic technologies limited

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the shareholders of GENETIC TECHNOLOGIES LIMITED will be held at the following time and place:

ORDINARY BUSINESS:

1. Adoption of Financial Statements

To receive and consider the financial report (financial statements, notes and Directors' declaration) for the year ended 30 June 2003, together with the consolidated accounts of the Company and its controlled entities in accordance with the Corporations Act 2001, and the respective reports of the Directors and Auditors.

2. Ratification of Share Placement

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

"That for the purposes of ASX Listing Rule 7.4 and all other purposes this meeting approves and ratifies the allotment and issue by the Company of 13,333,333 fully paid ordinary shares in the Company at 75 cents each together with 6,666,667 attaching unlisted options exercisable at \$1.00 on or before 30 September 2005 which was announced to the Australian Stock Exchange on 25 August 2003."

3. Issue of Options to Director - Professor Deon Venter

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

"That for the purposes of ASX Listing Rules 7.1 and 10.14, Section 208(1) of the Corporations Act and all other purposes, the Directors be authorised to issue 1,000,000 Options to Professor Deon Venter to subscribe for Shares in the Company on the terms and conditions set out in the attached Explanatory Memorandum which accompanies this Notice of Meeting and upon exercise, to allot the shares in Genetic Technologies Limited shares."

4. Issue of Options to Director - Mr Russell Granzow

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

"That for the purposes of ASX Listing Rules 7.1 and 10.14, Section 208(1) of the Corporations Act and all other purposes, the Directors be authorised to issue 1,000,000 Options to Russell Granzow to subscribe for Shares in the Company on the terms and conditions set out in the attached Explanatory Memorandum which accompanies this Notice of Meeting and upon exercise, to allot the shares in Genetic Technologies Limited shares."

5. Re-election of Director - Dr Mervyn Jacobson

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

"To re-elect Dr Mervyn Jacobson who retires by rotation in accordance with Clause 95 of the Constitution and being eligible, offers himself for re-election."

6. Re-election of Director - Professor Deon Venter

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

"To re-elect Professor Deon Venter who was appointed an additional director on 17 March 2003 in accordance with the Clause 92 of the Constitution and being eligible, offers himself for re-election."

7. Re-election of Director - Russell Granzow

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

"To re-elect Russell Granzow who was appointed an additional director on 6 May 2003 in accordance with the Clause 92 of the Constitution and being eligible, offers himself for re-election."

8. Change of Auditors

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

"That subject to the consent of the Australian Securities and Investments Commission that Deloitte Touche Tohmatsu resign as auditors of the Company and that Ernst & Young be appointed in their place."

DATED: 20 October 2003

By order of the Board

| A Dennis Company Secretary

EXPLANATORY MEMORANDUM TO SHAREHOLDERS TO ACCOMPANY THE NOTICE OF ANNUAL GENERAL MEETING

This Memorandum has been prepared for the information of shareholders of Genetic Technologies Limited (referred to in this Memorandum as the "Company") in connection with the business to be conducted at the Annual General Meeting of the members of the Company to be held on Friday 28 November 2003.

1. Resolution 2 - Ratification of Share Placement

(a) The resolution refers to ASX Listing Rule 7.4. This rule enables a company to restore its ability to issue shares and options within the 15% limit prescribed by Listing Rule 7.1 by obtaining Member ratification of an issue previously made within that limit.

(b) The subscribers to the placement were institutional and professional investors arranged by Emerging Growth Capital Limited.

(c) The Company will disregard any votes cast on the resolution by any person who participated in the placement and any associate of those persons. However, the entity need not disregard a vote if 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 it is cast by a 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.

(d) The funds raised from the placement of \$10m were applied towards working capital and future research and development.

2. Resolution 3 - Issue of Options to a Director -Professor Deon Venter

(a) The Options referred to in Resolution 3 will be issued free of charge and within one month from the date of the Annual General Meeting. Professor Deon Venter was appointed as a director of the Company on 17 March 2003 and as part of his director's remuneration was offered 1,000,000 options exercisable at an exercise price of \$0.48 on or before 20 May 2009, subject to shareholder approval. The Options proposed to Professor Deon Venter are to be issued under the terms of the Staff Share Plan approved by shareholders on 30 November 2001. The terms and conditions of these proposed unlisted options are set out in the attached schedule.

(b) In accordance with ASX Listing Rule 14.11 and Section 224 of the Corporations Act, the entity will disregard any votes cast on this resolution by:

• (i) a director of the entity; and
• (ii) an associate of any director.

However, the entity need not disregard a vote if:

• (i) if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction form on the proxy; or
• (ii) 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.

(c) The maximum number of securities to be issued and for which approval is required is 1,000,000 Options.

(d) No Options have been issued to Directors or any associate of any Director under the Genetic Technologies Limited Staff Share Plan since the last approval on 30 November 2001.

3. Resolution 4 - Issue of Options to a Director -Russell Granzow

(a) The Options referred to in Resolution 4 will be issued free of charge and within one month from the date of the Annual General Meeting. Mr Russell Granzow was appointed as a director of the Company on 6 May 2003 and as part of his executive director remuneration was offered 1,000,000 options exercisable at an exercise price of \$0.48 on or before 20 May 2009, subject to shareholder approval. The Options proposed to Mr Russell Granzow are to be issued under the terms of the Staff Share Plan approved by shareholders on 30 November 2001. The terms and conditions of these proposed unlisted options are set out in the attached schedule.

(b) In accordance with ASX Listing Rule 14.11 and Section 224 of the Corporations Act, the entity will disregard any votes cast on this resolution by:

• (i) a director of the entity; and
• (ii) an associate of any director.

However, the entity need not disregard a vote if:

• (i) if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction form on the proxy; or
• (ii) 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.

(c) The maximum number of securities to be issued and for which approval is required is 1,000,000 Options.

(d) No Options have been issued to Directors or any associate of any Director under the Genetic Technologies Limited Staff Share Plan since the last approval on 30 November 2001.

4. Resolution 8 - Proposed change of auditors

Deloitte Touche Tohmatsu were appointed auditors of the Company on 14 June 2002 and have completed the audits for the years ended 30 June 2002 and 2003. The Company has now appointed Ernst & Young as auditors of its US GAAP accounts in the USA and rather than having two different major firms do the Australian and US audits, the directors have decided to recommend to shareholders that the situation be rationalised and that one firm act as auditors in both Australia and USA. The directors recommend that Ernst & Young be appointed as auditors of the Company subject to the consent of ASIC.

TERMS AND CONDITIONS OF DIRECTORS OPTIONS PROPOSED TO BE ISSUED TO PROF DEON VENTER AND RUSSELL GRANZOW

• a) Each Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of the Company. The exercise price is 48 cents per Option.
• b) The Options are exercisable at any time prior to 5.00 pm on 20 May 2009 (the "Expiry Date") by notice in writing to the Directors accompanied by the payment of the exercise price.
• c) The Options are not transferable, except with the Board's approval, or by force of law on death or legal incapacity.
• d) No application will be made to the ASX for Official Quotation of the Options.
• e) Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed Notice of Exercise and payment of the requisite application monies.
• $\ddot{H}$ Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's fully paid ordinary shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of Options within 3 Business Days after the date of allotment of those Shares.

• There are no participating rights or entitlements inherent in the $\alpha$ Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each optionholder at least 9 business days before the record date for any proposed issue of capital. This will give optionholders the opportunity to exercise their Options prior to the date of determining entitlements to participate in any such issue.

• h) There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised in the event of a bonus issue by the Company prior to the exercise of any Options.

• In the event of any reorganisation of the issued capital of the î) Company on or prior to the Expiry Date, the rights on an optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
• The Company will, at least 20 Business Days before the Expiry ĵ) Date, send notices to the optionholders stating the name of the optionholder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.
• k) The Options will vest on the basis of 25% of the number of Option issued each anniversary of the issue date of the Options.

PROXY FORM

l/We ______
(BLOCK LETTERS)
of ______
being the holder of _____
A. * Name: ______
of ______
B. ** Name: ______
of ______
to exercise __% of my voting rights; and _____
Name: ______
of ______
to exercise __% of my voting rights; and _____

• or failing him or her, the Chairman of the meeting.

as my proxy to vote and act for me and on my behalf at the ANNUAL GENERAL MEETING of Genetic Technologies Limited to be held on 28 November 2003 and any adjournment thereof. The Chairman of the meeting intends to vote in favour of the resolution in relation to any undirected proxies.

Direction to proxy

Mark either box if you wish to direct the proxy how to vote. If no mark is made the proxy may vote on the resolution or abstain from voting as the proxy thinks fit. If you appoint two proxies and wish them to vote differently this should be specified.

If you do not wish to direct your proxy how to vote, please place a mark in the box. $\Box$

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

		In favour of resolution	Against the resolution
Ordinary Resolutions
	1. Adoption of Accounts
	2. Ratification of share placement
	3. Issue of 1m options to Prof Deon Venter
	4. Issue of 1m options to Russell Granzow	$\mathsf{L}$
	5. Re-election of Dr Mervyn Jacobson	П
	6. Re-election of Prof Deon Venter
	7. Re-election of Russell Granzow
	8. Change of auditor's

Signed this _____ day of ___________________________________

NOTES ON PROXY FORMS FOR THE ANNUAL GENERAL MEETING

Notes on Completion of Proxy Forms

• Complete section A if you desire to appoint one proxy.
• Complete section B if you desire to appoint two proxies.
• Delete if the Chairman is not to be a proxy. $\star$

Signing of the proxy form

Each person registered as the holder of the above shares must sign the proxy form personally or by a duly appointed attorney or agent.

If a proxy is given by a corporation, a form of proxy must be executed under common seal of the corporation or under the hand of its attorney.

If a proxy is executed by an attorney of a member the attorney must declare that the attorney has no notice of revocation of the power of attorney and the relevant power of attorney if it has not already been noted by the company, must accompany the form of proxy.

Entitlement to appoint proxies

A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies who need not be members of the Company.

Where more than one proxy is appointed each proxy must be appointed to represent a specific proportion of the member's voting rights.

A proxy need not be a member of the Company.

Lodgement of Proxy Form

Forms to appoint proxies must be lodged with the Company not later than 11.00 am on 26 November 2003 at the Corporate Office of Genetic Technologies Limited at Level 9, 185 Macquarie Street, Sydney, NSW 2000.

Proxies may also be faxed to the Corporate Office of Genetic Technologies Limited on (02) 9232 5313.