GENETIC TECHNOLOGIES LIMITED — AGM Information 2008

Oct 14, 2008

ANNUAL GENERAL MEETING

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Notice is hereby given that the Annual General Meeting of the shareholders of Genetic Technologies Limited A.C.N. 009 212 328 will be held at:

10.00 am on Wednesday, 19 November 2008 at

‘Treetops’ Melbourne Museum, 11 Nicholson Street, Carlton, Victoria 3053 Australia

GENETIC TECHNOLOGIES LIMITED A.C.N. 009 212 328

• To receive and consider the Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2008.

• To consider and, if thought fi t, to pass the following resolution as an ordinary resolution:

• ‘To re-elect Mr. Henry Bosch AO who retires by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election as a Director.’

• To consider and, if thought fi t, to pass the following resolution as an ordinary resolution:

• ‘To re-elect Mr. Fred Bart who retires by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election as a Director.’

• To consider and, if thought fi t, to pass the following resolution as an ordinary resolution:

• ‘To re-elect Dr. Leanne Rowe AM who was appointed to the Board as a casual vacancy on 16 April 2008 and retires in accordance with the Company’s Constitution and being eligible offers herself for re-election as a Director.’

• To consider and, if thought fi t, to pass the following resolution as an ordinary resolution:

• ‘That the Remuneration Report section of the Directors’ Report for the Company for the year ended 30 June 2008 be adopted.’

• To consider and, if thought fi t, to pass the following resolution as an ordinary resolution:

• ‘That, for the purposes of Listing Rule 7.2 Exception 9(b) and for all other purposes, the Directors of the Company are authorised to implement and maintain an employee option plan to be called the Genetic Technologies Limited Employee Option Plan and to grant options and issue shares upon exercise of those options under that plan from time to time upon the terms and conditions specifi ed in the Employee Option Plan Rules (the terms of which are summarised in the Explanatory Memorandum) as an exception to Listing Rule 7.1.’

• DR. LEANNE ROWE AM AND MR. MICHAEL OHANESSIAN

• To consider and, if thought fi t, to pass the following resolution as an ordinary resolution:

• ‘That John Sydney Dawkins, Henry Bosch, David Carruthers, Leanne Rowe and Michael Bernard Ohanessian be and are hereby removed from offi ce as Directors of the Company with immediate effect.’

• To consider and, if thought fi t, to pass the following resolution as an ordinary resolution:

• ‘That Grahame James Leonard, having consented to act subject to conducting due diligence, be and is hereby appointed as a Director of the Company with immediate effect.’

Dated this 15th day of October 2008

By order of the Board

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Thomas G. Howitt Company Secretary

GENETIC TECHNOLOGIES LIMITED A.C.N. 009 212 328

VOTING EXCLUSION STATEMENT

In relation to Resolution 6, the Chairman will disregard any votes cast on the resolution by or on behalf of any Director of the Company (except any person who is ineligible to participate in the Genetic Technologies Limited Employee Option Plan or any other Company employee incentive plan) and any associate of such person when determining the result of the resolution except where:

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

• it is cast by the Chairman as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form to vote as the proxy decides.

VOTING ENTITLEMENT NOTICE

For the purposes of the Meeting, the Company has determined that shares will be taken to be held by the persons registered as holders 48 hours prior to the meeting. Accordingly, transfers registered after that time will be disregarded in determining entitlements to vote at the Meeting.

PROXIES

A shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy form may specify the proportion or number of votes which the proxy may exercise. If it does not specify the proportion or number of votes the proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a shareholder. Proxy Forms must be lodged in accordance with the directions set out on the Proxy Form not later than 48 hours prior to the Meeting.

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GENETIC TECHNOLOGIES LIMITED A.C.N. 009 212 328

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of the Company in connection with the business to be conducted at the Annual General Meeting of shareholders to be held on Wednesday, 19 November 2008.

In relation to resolutions 1 to 6 and resolution 8, each of the Directors supports each resolution. All Directors, with the exception of Dr. Mervyn Jacobson, recommend that shareholders vote in favour of these resolutions. Dr. Jacobson makes no recommendation in respect of resolutions 2 and 4. The Chairman will vote undirected proxies in favour of resolutions 1 to 6 and resolution 8. See below in relation to resolution 7.

BUSINESS

1. CONSIDERATION OF FINANCIAL STATEMENTS

Please refer to the 2008 Annual Report which is available on the Company’s website (www.gtg.com.au).

As a result of recent changes to the Corporations Act, the Company is now able to report to shareholders by using its website as the default method of distributing annual reports.

Notwithstanding the above, members may elect to receive a copy of the Annual Report, free of charge, in hard copy form by contacting the Company by telephone on (03) 8412 7000 or via email at info@gtg.com.au. If members make no such election, the members can access the Annual Report at the Company’s website (www.gtg.com.au).

Once a member informs the Company of their election to receive a hard copy of the Annual Report, this is considered a standing notice for each subsequent fi nancial year, until the member informs the Company otherwise.

2. RE-ELECTION OF MR. HENRY BOSCH AO

Mr. Bosch, 77, retires by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election.

Mr. Bosch was appointed to the Board on 24 June 2005 and was appointed Non-Executive Chairman of the Board on 23 November 2005. He also serves as Chairman of the Company’s Corporate Governance Committee and as a member of its Audit Committee. He is a former Chairman of the National Companies and Securities Commission, the predecessor of the Australian Securities and Investments Commission, Australia’s principal corporate regulator. He has also served as Chairman of the Working Group on Corporate Practices and Conduct and Chairman of the committee which produced the Australian Standard on corporate governance. He has been chairman, or a director, of over thirty companies and other organisations operating in both the government and private sectors. He has served on a number of audit committees and is an Honorary Fellow of the Institute of Internal Auditors. His extensive business career has spanned the aluminium, steel, man-made fi bres and plastics industries in Canada, UK and Australia and included the positions of Marketing Director of John Lysaght (Australia) Ltd. and Managing Director of Nylex Corporation. He is a Foundation Fellow of the Australian Institute of Company Directors and an Adjunct Professor at RMIT University, which awarded him an Honorary Doctorate of Business in 2006. Mr. Bosch was made an Offi cer of the Order of Australia in January 1991.

In order for Mr. Bosch to continue in the role of a Director, resolution 2 needs to be passed and resolution 7 needs to fail or be withdrawn.

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GENETIC TECHNOLOGIES LIMITED A.C.N. 009 212 328

3. RE-ELECTION OF MR. FRED BART

Mr. Bart, 53, retires by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election.

Mr. Bart has been involved in the textile industry for the last 25 years as well as being a signifi cant investor in the resource and property sectors in Australia and overseas. He brings to the Company extensive commercial experience from his involvement in the manufacturing and textile industries. He is also Chairman of Electro Optic Systems Holdings Limited and Global Properties Limited, both ASX-listed companies, and is a member of the Australian Institute of Company Directors. He was appointed to the Board on 26 October 1996 and also serves as a Director of the Company’s Canadian-listed subsidiary, Gtech International Resources Limited.

4. RE-ELECTION OF DR. LEANNE ROWE AM

Dr. Rowe, 51, was appointed as a casual vacancy after the last annual general meeting and retires in accordance with the Company’s Constitution and being eligible offers herself for re-election.

Dr. Rowe was appointed to the Board of Directors on 16 April 2008. She currently serves as Deputy Chancellor of Monash University, one of Australia’s leading universities, and is an immediate past Chairman of the Royal Australian College of General Practitioners, an organisation representing Australian General Practice with a membership of over 15,000 GPs. Dr. Rowe also serves on the Boards of various companies including GMHBA Ltd., a Private Health Fund, where she consults on a number of preventive health programs relating to diabetes, heart disease and cancer in regional areas of Australia. Other board and high level committee positions have included the Victorian Medical Women’s Society and Victorian Health Minister’s Council on Medical Workforce. Dr. Rowe currently serves as a health consultant working with a number of Melbourne based consultancy companies evaluating national programs and is leading a national initiative on medical workplace violence across all medical organisations. She is also an Adjunct Associate Professor at the University of Sydney, has previously held a wide range of roles in the fi eld of medical education and has written numerous publications. In addition to her current roles, Dr. Rowe has extensive past experience across a variety of areas in medicine and surgery, including community medicine, adolescent health, emergency medicine and postnatal care. She was made a Member of the Order of Australia in June 2007.

In order for Dr. Rowe to continue in the role of a Director, resolution 4 needs to be passed and resolution 7 needs to fail or be withdrawn.

5. REMUNERATION REPORT

Listed entities are required to put to the vote a resolution that the Remuneration Report section of the Directors’ Report be adopted. This Remuneration Report can be found on pages 12 to 18 of the 2008 Annual Report. It sets out a range of matters relating to the remuneration of Directors, the Company Secretary and Senior Executives of the Company. A vote on this resolution is advisory only and does not bind the Directors or the Company.

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GENETIC TECHNOLOGIES LIMITED A.C.N. 009 212 328

6. ESTABLISHMENT OF NEW EMPLOYEE OPTION PLAN

The Company’s existing staff share plan that was approved by shareholders in 2001 has expired for the purposes of Listing Rule 7.1(see below). To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of employees of a high calibre, the Company has established a new employee option plan (the ‘Option Plan’) which will supersede the previous staff share plan.

The employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the Option Plan is an appropriate method to:

• (a) reward employees for their past performance;

• (b) provide long term incentives for participation in the Company’s future growth; and

• (c) motivate and generate loyalty from employees.

Further, the Directors consider that the Option Plan will provide the Company with the ability to attract and retain employees of a high calibre. The Option Plan will be used as part of the remuneration planning for employees.

Although the Company is not required to obtain shareholder approval for the introduction of the Option Plan, if the Option Plan is approved by shareholders within three years of the date of issue of securities under the Option Plan, then securities issued under the Option Plan will be considered as an exception to Listing Rule 7.1.

Listing Rule 7.1 broadly provides, subject to certain exceptions, that a company may not issue or agree to issue securities which represent more than 15% of the nominal value of the company’s issued capital at the beginning of any 12 month period without obtaining shareholder approval. If shareholders approve this resolution, then the securities issued under the Option Plan would not be included in the 15% limit imposed by Listing Rule 7.1.

As the Option Plan is new, no options have been granted under the Option Plan to date.

A copy of the full Option Plan Rules is set out on the Company’s website and will be sent to any member of the Company upon request. Set out below is a summary of the Option Plan Rules.

• (a) Participants – Participants in the Option Plan may be employees (whether full time or part time) of the Company or any of its related bodies corporate determined at the invitation of the Company (‘Participants’).

• (b) Board – The Board is responsible for the administration of the Option Plan.

• (c) Number of Options – The number of options issued pursuant to the Option Plan cannot exceed 5% of the issued capital of the Company from time to time. Options issued to overseas offerees and excluded offerees in accordance with section 708 of the Corporations Act are not included in calculating the 5% limit. Each option will entitle the holder to one share, upon payment of the exercise price in full upon application, prior to the expiry date.

• (d) Issue Price – Unless otherwise determined by the Board, options granted under the Option Plan will be granted free of charge.

• (e) Terms – The exercise price, option period and exercise conditions of the options granted under the Option Plan will be specifi ed in the offer of options under the Option Plan to an employee.

• (f) Adjustment of Options – If, prior to the expiry of an option granted under the Option Plan, there is reorganisation of capital (other than by way of a bonus issue or issue for cash) the terms of the options and rights of the Participant will be changed to the extent necessary to comply with the Listing Rules as they apply at the relevant time.

• (g) Rights issue – A Participant is required to exercise an option to participate in an entitlement issue made by the Company.

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GENETIC TECHNOLOGIES LIMITED A.C.N. 009 212 328

• (h) Bonus issue – If, prior to the exercise of an option, the Company makes a pro rata bonus issue to the holders of its shares, and the option is not exercised prior to the record date in respect of that bonus issue, the option will, when exercised, entitle the holder to one share plus the number of bonus shares which would have been issued to the holder if the option had been exercised prior to the record date.

• (i) Shares issued on Exercise of Options – Shares which are issued as a result of the exercise of options granted under the Option Plan will rank equally in all respects with all shares on issue and the Company will apply for quotation of those shares on ASX.

• (j) A holder is not entitled to participate in new issues without exercising the option.

RESOLUTIONS PROPOSED BY MERVYN JACOBSON APS

INTRODUCTION

On 18 September 2008, the Company made the following announcement to ASX:

‘GTG has received a Notice of Intention to Move a Resolution from a substantial shareholder seeking to remove a majority of Directors from the Board, and to appoint one new Director.

The substantial shareholder is Mervyn Jacobson ApS, the holder of 49 million shares in GTG, which is an entity associated with a GTG Non-Executive Director, Dr. Mervyn Jacobson.

The Directors who are sought to be removed are the Chairman Henry Bosch AO, the Managing Director Michael Ohanessian, and Non-Executive Directors John Dawkins AO, Dr. Leanne Rowe AM and David Carruthers.

The person who is sought be appointed as a Director is Grahame Leonard.

The Notice does not explain the rationale for the resolutions.

GTG is considering the content and implications of the Notice, and seeks a trading halt until no later than 10.00 am on Monday, 22 September 2008 by which time it will update the Market of its position in this regard.’

On 22 September 2008, the Company made the following announcement to ASX:

‘Genetic Technologies Limited (ASX: GTG; NASDAQ: GENE) refers to its Trading Halt Announcement that was released on 18 September 2008 regarding the Notice of Intention to Move a Resolution (the ‘Notice’) in relation to the proposed removal of the fi ve directors that was received by the Company from Mervyn Jacobson ApS on Thursday, 18 September 2008 and, as contemplated, now provides the following comments in relation to the Notice, as approved by the Board:

1. Mervyn Jacobson ApS has provided no explanation in the Notice or otherwise as to why it is seeking to remove the fi ve directors the subject of the removal resolution.

2. Mr. Ohanessian was appointed as CEO/MD with the unanimous consent of the Board, including Dr. Jacobson, on 24 September 2007. The Board remains resolute in its decision to support Mr. Ohanessian who has its full confi dence and support and who it considers is dedicated, high performing and hard working.

3. A decision relating to the position of CEO/MD is properly one for a board rather than shareholders. The Board seeks to carry out its duties in the best interests of all shareholders, large and small, and considers that if the resolution is passed it would not be in the interests of shareholders. If shareholders impugn the judgment of the Board by voting to override it, the four independent directors the subject of the Notice removal aside from Mr. Ohanessian have advised that they will be unable to continue to properly carry out their duties to the Company and shareholders as a whole.’

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GENETIC TECHNOLOGIES LIMITED A.C.N. 009 212 328

7. REMOVAL OF MR. JOHN DAWKINS AO, MR. HENRY BOSCH AO, MR. DAVID CARRUTHERS, DR. LEANNE ROWE AM AND MR. MICHAEL OHANESSIAN

Members should note that resolutions 2 and 4 contemplate the reappointment of Mr. Bosch and Dr. Rowe respectively. If either or both resolutions 2 and/or 4 are not passed, resolution 7 can still validly be passed in its current form.

The Directors make the following recommendations in relation to resolution 7:

• Dr. Mervyn Jacobson recommends voting for the resolution;

• Mr. Henry Bosch AO, Mr. John Dawkins AO, Mr. David Carruthers and Dr. Leanne Rowe AM

• recommend voting against the resolution;

• Mr. Michael Ohanessian recommends voting against the resolution; and

• Mr. Fred Bart makes no recommendation.

Mervyn Jacobson ApS has not provided a statement for inclusion in this Notice.

Mr. Henry Bosch AO, Mr. John Dawkins AO, Mr. David Carruthers and Dr. Leanne Rowe AM make the following joint statement against the resolution:

Background

Until November 2005, Dr. Mervyn Jacobson was Executive Chairman of GTG. Following the AGM in 2005, Mr. Henry Bosch was appointed Non-Executive Chairman and Dr. Jacobson became Managing Director and CEO. He retired from that position in September 2007 and became a Non-Executive Director.

Mr. Michael Ohanessian was appointed as Managing Director with the unanimous agreement of the Board on 24 September 2007. He had been selected with the assistance of a prominent fi rm of recruitment consultants from a list which included overseas candidates. He had considerable experience in the biotech industry and had had great success in his previous role as CEO of Vision BioSystems.

Until the date of his retirement as CEO, Dr. Jacobson had personally led and managed the Company’s licensing program and had developed a wide range of valuable contacts in Australia and overseas which the Board believed should be retained and exploited. The Board therefore appointed Dr. Jacobson as a consultant to the Company in addition to his position as a Non-Executive Director. The basis of the appointment was that Dr. Jacobson was to receive a commission on licenses achieved and that, in his capacity as a consultant, he was to report to the new CEO.

Performance of the CEO

In the year since he was appointed as the new CEO, Michael Ohanessian has taken a number of initiatives which, we believe, are in the interests of the Company. These include:

• a more dynamic and integrated strategic plan which takes the Company in a new direction and opens the prospect of a more sustainable and profi table future;

• acquired Frozen Puppies and launched the BITSA program which greatly strengthen the Company’s position in the canine industry;

• established a presence in China that will offer canine reproductive and DNA testing services;

• secured a major forensic testing contract with the NSW Police Force which opens the prospect of business with other police forces;

• introduced new systems of budgeting, fi nancial controls and risk management which provide a sounder basis for the understanding and management of the business;

• recruited several high calibre executives who have strengthened the Management team; and

• introduced personal objectives and accountability throughout the Management team and substantially improved morale.

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GENETIC TECHNOLOGIES LIMITED A.C.N. 009 212 328

We believe that the CEO has greatly strengthened the Company and that he has laid the basis for growth and prosperity.

Over the last few months, Dr. Jacobson has verbally informed the Chairman and the Board of a number of complaints related to the performance of the CEO. Given the seriousness of the matter, the Board had repeatedly requested that Dr. Jacobson provide his complaints in writing to document the issues and to allow the CEO to understand and respond to them. However, Dr. Jacobson has declined to do so.

Nevertheless, on the basis of the information provided verbally to the Board, the Board carefully considered these complaints. Following such consideration, we do not believe that any of these issues justify the removal of the CEO.

The Resolution before Shareholders

The Board was made aware that shareholders holding a substantial proportion of the Company’s shares wished the CEO to be removed and, more recently, the Directors were verbally made aware that a resolution was likely to be moved at a general meeting of shareholders which would have the effect of removing the Managing Director/CEO as a Director. If such a resolution were to be passed, the operation of the Company’s Constitution would amount to the termination of the CEO from his executive position. We understand that in such circumstances the Company would be in breach of the terms of the CEO’s employment agreement and that it may be exposed to legal action.

We took into account that if such a resolution were passed it would become public knowledge that a CEO who had the confi dence of all but one of the Non-Executive Directors had been removed. We believe that in such circumstances any candidate for the position of CEO would be conscious that his/ her tenure in the position might be jeopardised by taking actions of which the major shareholder/ former CEO disapproved. We believe that in such circumstances it would be unlikely that the Company would be able to secure the services of a strong CEO.

Taking these matters into account we made it clear that, if a resolution to remove the CEO were passed, we would consider ourselves unable to carry out our duties in the interests of the shareholders as a whole. In those circumstances we made clear that we would resign.

We are strongly of the view that it is the responsibility of the Board to appoint and assess the performance of the CEO and that it is against the interests of the Company for shareholders to effectively override the Board’s judgement in such a matter. The present CEO was selected following a thorough and professional recruitment process. He was fl own to the USA for extended meetings with Dr. Jacobson. His appointment was agreed unanimously by all Directors. He has been in offi ce for only one year during which time he has set the Company on a new path which gives great promise for the future.

We are unaware of any transition plan which would enable the Company to move forward in an orderly way if the resolution is passed and we are concerned that serious damage could be done to the Company.

At all times we have sought to act in the best interests of the Company and of the shareholders as a whole. We recommend that this resolution be rejected.

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GENETIC TECHNOLOGIES LIMITED A.C.N. 009 212 328

Mr. Michael Ohanessian makes the following statement against the resolution:

The last 12 months has been a period of signifi cant change at Genetic Technologies. Since joining the Company in September 2007, I have worked with the Board and Management to redefi ne the strategic direction of the Company. In this regard, I am very pleased with the progress we have made and fi rmly believe that we have laid the foundations for growth and prosperity.

The Company’s new strategy can be summarised as follows:

1. Expand the service testing business to ultimately replace and build upon the Company’s historical mainstay of license income. To this end, we have made great progress in a number of areas such as the execution of the three year agreement with NSW Police for forensic services.

2. Accelerate the expansion of the service testing model through selective acquisitions to expand into new territories and broaden the service menu. The acquisition of Frozen Puppies was completed in July 2008 to expand our offering to pedigree dog breeders, which has already resulted in us increasing our sales presence interstate and into New Zealand. Combining the sales of our dog DNA testing service with the reproductive services of Frozen Puppies has made our entry into the exciting China market affordable and will increase its chances of success.

3. Implement operational effi ciencies to improve operating margins and asset utilisation. Signifi cant progress in this regard has been achieved with the highlights being a fi rst-time positive gross margin for DNA testing during the June quarter and the divestment of poor performing or non-core assets.

4. Change the way we manage the R&D program to make it more commercially focused and revenue oriented. A clear commercialisation strategy was developed for both the RareCellect[®] and ImmunAid projects. We also improved our new test development process as highlighted by the launch of the exciting BITSA™ genetic test that identifi es breeds within a mixed breed dog.

5. Consider and pursue alternative strategies to accelerate licensing income. The overall market opportunity was assessed and alternative models have been considered including outsourcing the management of the program to specialist patent assertion fi rms.

Another important area of change has been to our organisation. The addition of several high calibre executives to the Management team has signifi cantly bolstered our capabilities and assisted with the implementation of the strategic initiatives. I am delighted that such quality people have agreed to join our fi rm. Likewise, I am extremely proud to see the development of the existing managers who have embraced the new challenges with great enthusiasm and energy. Most encouraging of all however has been the way in which the staff of Genetic Technologies has risen to the challenges. Specifi cally, the team was encouraged to develop a continuous improvement approach and have made some considerable gains in the area of customer service and laboratory productivity to name a few. Great companies are built on great teams where people are motivated by a common purpose and a genuine hunger for success. In this regard, I am deeply proud of the way that the organisation and its culture have evolved. It augurs well for the future of the Company if we can sustain and build upon these recent gains.

Another area that we have worked hard on is in the strategic and analytical aspects of the business. I believe we have made great strides in our decision making processes; in particular the quality of the information provided to the Board to assist the Directors in their consideration of major strategic and investment decisions.

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GENETIC TECHNOLOGIES LIMITED A.C.N. 009 212 328

Whatever the outcome of this resolution at the upcoming AGM, I want to express my respect and high regard for the four independent Directors who are also the subject of this resolution. Genetic Technologies as a micro-cap stock should be honoured that such an illustrious group of individuals has chosen to serve the Company. Their professionalism and integrity has been beyond reproach. They have been diligent in exercising their duties always with regard to what is in the best interests of all shareholders. It has been an honour and a privilege to serve with them.

I sincerely hope that the Company continues to prosper and that it can build upon its recent achievements. I thank you for your support and wish the Company’s shareholders, staff and customers well.

Mr. Fred Bart makes the following statement:

I understand that I may be chair of the meeting when this resolution is put to members (due to a confl ict of interest in relation to Mr. Henry Bosch, the Company’s Chairman). As chair, I do not intend to vote any undirected proxies in favour of or against this resolution.

8. APPOINTMENT OF MR. GRAHAME LEONARD AM

Resolution 8 has also been proposed by Mervyn Jacobson ApS.

Dr. Jacobson recommends voting in favour of the resolution.

Mervyn Jacobson ApS has not provided a statement for inclusion in this Notice.

The following biography has been provided by Mr. Leonard:

Grahame James Leonard AM, BA (Hons), LLB (Monash), CA, CPA, FAICD (Dip), AFAIM

Mr. Leonard, 67, graduated from Monash University with a Bachelor of Arts (Hons) and Law degree and was admitted as Barrister and Solicitor of the Supreme Court of Victoria. He is a qualifi ed Chartered Accountant and has worked in the steel industry for twenty years in various areas of management, honing negotiating, training, planning and communicative skills. He accepted a senior executive position as Divisional General Manager with Nylex, which evolved into the BTR Nylex group and, on return from establishing a distribution structure in USA in 1986, became Chief Operating Offi cer and Finance Director of an Australian subsidiary of the publishing multinational, The Thomson Corporation.

Over the past fi fteen years, Mr. Leonard has developed a reputation as a mentor, facilitator and strategic advisor. His major professional activities include acting as solicitor, independent non-executive director, business consultant and part-time university lecturer. Principal skills include strategic planning, negotiation, facilitation, mediation and personal fi nance and planning, small business management, management accounting and business decision making.

Current community positions include Immediate Past President Executive Council of Australian Jewry, Honorary Life Member and Past Chairman B’nai B’rith Anti-Defamation Commission Inc., Director & Immediate Past Honorary Chief Executive Offi cer of Transparency International Australia, Director Caulfi eld Park Community Financial Services Ltd., member Board of Management Monash University Foundation for Jewish Studies, and Past President Jewish Community Council of Victoria Inc.

The Independent Directors recognise that Mervyn Jacobson ApS has a right to nominate a Director to the Board. However, they note that Mr. Leonard’s nomination has not followed the Company’s nomination procedure.

The Board (excluding Dr. Jacobson due to his confl ict of interest in this resolution) has considered the resolution and supports voting in favour of resolution 8. Any undirected proxies will be voted in favour of the resolution.

The Board (excluding Dr. Jacobson due to his confl ict of interest in this resolution) does not wish to provide a statement in relation to resolution 8.

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GENETIC TECHNOLOGIES LIMITED

A.C.N. 009 212 328 60-66 Hanover Street Fitzroy, Victoria 3065 Australia Telephone +61 3 8412 7000 Facsimile +61 3 8412 7040

www.gtg.com.au