GENETIC TECHNOLOGIES LIMITED

2009 ANNUAL REPORT

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Genetic Technologies

Building a sustainable genetics & fertility business

Contents
Message from the Chairman	3
Message from the CEO	4
What we do	6
What’s our strategy?	8
Five-year financial history	10
What we’re doingto make the strategies a reality	12
Researchingnew technologies to exploit	16
Generatingvalue from successful research	18
Board of Directors	19
Buildingapatent estate for the future	20
Directors’ Report	25
Corporate Governance Statement	41
Financial Statements	44
Directors’ Declaration	86
Auditor’s Independence Declaration	87
Auditor’s Report	88
ASX Additional Information	90
Glossary	92

CORPORATE INFORMATION

DIRECTORS

COMPANY WEBSITE

REGISTERED OFFICE

Fred Bart ( Non-Executive Chairman )

Fred Bart 60-66 Hanover Street, ( Non-Executive Fitzroy Vic. 3065, Australia Chairman ) Telephone: +61 3 8412 7000 Sidney C. Hack Facsimile: +61 3 8412 7040 ( Non-Executive ) Email: [email protected]

www.gtg.com.au

SHARE REGISTER

Computershare Investor

Services Pty. Ltd.

Level 2, 45 St. George’s Terrace, Perth W.A. 6000, Australia Telephone: +61 8 9323 2000 Facsimile: +61 8 9323 2033 www.computershare.com.au

Huw D. Jones ( Non-Executive )

POSTAL ADDRESS

P.O. Box 115, Fitzroy Vic. 3065, Australia

COMPANY SECRETARY

Thomas G. Howitt

GENETIC TECHNOLOGIES LIMITED ACN 009 212 328

BANKERS

St. George Bank Limited 530 Collins Street, Melbourne Vic. 3000, Australia

KeyBank National Association 1130 Haxton Drive, Fort Collins CO 80525, USA

AUDITOR

Ernst & Young

Chartered Accountants,

The Ernst & Young Building, Level 23, 8 Exhibition Street, Melbourne Vic. 3000, Australia

STOCK EXCHANGES

Australian Securities Exchange Code: GTG Stock Exchange Centre, 2 The Esplanade, Perth W.A. 6000, Australia

NASDAQ Global Market Ticker: GENE The NASDAQ Stock Market, One Liberty Plaza, 165 Broadway, New York NY 10006, USA

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Building a sustainable genetics & fertility business

Genetic Technologies 2009 Annual Report 1

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Message from
the Chairman
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a leading-edge genetic testing and reproductive services business which, together with an extensive range of international patents and allied research activities, aims at uncovering the impact of DNA on health. Throughout the Asia Pacifi c region, we translate specialised genetic tests into products and services that optimise the health knowledge and outcomes in humans, animals and plants.

Genetic Technologies is...

� We operate in evolving growth markets with sustainable long-term prospects

What is our investment proposition?

� In our core market of Australia, we are the leading non-government genetic testing and reproductive services business with a growing national presence, and strategic plans to expand into new fast-growing Asian markets

� We target market niches where we can create a long term dominant position and build business models that can be deployed across regions

We’re creating � In 2009, revenue from operations grew by 37% to value... $5.4 million

We maintained our successful out-licensing program
Our research projects continued to move closer to commercialisation

FRED BART

Non-Executive Chairman

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year has been one of both challenge and growth for Genetic Technologies Limited.

Following the upheaval caused by the Following the successful acquisition events of the 2008 Annual General Meeting of Frozen Puppies Dot Com Pty. Ltd., in November last year, at which fi ve of the Australia’s foremost provider of canine Company’s Directors including the CEO reproductive services, in July 2008, were removed, the new Board has worked the total revenues generated from hard to restore a positive framework operations, which now include sales from which the Company can continue to from such services, increased by a highly expand its growing operational base. The encouraging 37% from the prior year to Board itself, which currently comprises nearly $5.4 million. This achievement just three members, is in the process was particularly noteworthy given the of seeking qualifi ed and experienced signifi cant changes that occurred to the individuals to bolster its ranks. composition of Management during the year and the prevailing economic climate. In December 2008, we announced that The Company’s plans to further leverage Dr. Mervyn Jacobson had decided to resign its dominant position in the canine as a Director of the Company pending the services market are explained in more determination of charges laid against him detail in the CEO’s message. under section 1041A of the Corporations Act 2001 . We are pleased to advise that Revenues generated during the year from Dr. Jacobson is continuing to assist the the out-licensing of the Company’s “nonCompany to secure further licenses and coding” technology fell by roughly 50% to manage our valuable patent portfolio. from the prior year, due largely to a hiatus

Revenues generated during the year from the out-licensing of the Company’s “noncoding” technology fell by roughly 50% from the prior year, due largely to a hiatus caused by the events following the 2008 AGM. Since then, however, the Company has prevailed in the nullifi cation action fi led in Germany against one of its patents and negotiations are now underway with a number of potential licensing targets. Importantly, during 2009 the Company received sophisticated laboratory equipment with a value of $2 million as part of its historic licensing activities which will be used to expand its core testing operations in Australia and overseas.

After a period of more than six months following the removal of the previous CEO, during which time the Company operated with an interim CEO, the Board appointed Dr. Paul MacLeman as Chief Executive Offi cer. This appointment, which became effective on 4 May 2009, followed an extensive search conducted with the assistance of specialist search consultants. The Board is extremely pleased to have secured the services of Dr. MacLeman, who has an impressive track record of delivering value for shareholders in the fi eld of biotechnology. During the period since his appointment, Dr. MacLeman has initiated a number of important changes and, on behalf of the Board, I would like to welcome him to the Company.

The members of the GTG Management Team and their staff have continued to make a great contribution to the Company during the year, sometimes under diffi cult circumstances. On behalf or the Board, I would like to thank them for their hard work and dedication as we look forward to a positive year ahead for the Company.

As detailed elsewhere in this Annual Report, the 2009 fi nancial year saw further substantial progress made in the expansion of the Company’s core operations.

Genetic Technologies 2009 Annual Report 3

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Message from
the CEO
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Through both organic growth and by acquisition, Genetic Technologies recorded its largest ever growth in revenues from operations in 2009. Expansions in the medical and veterinary genetic testing segments of the business, together with the purchase of the Frozen Puppies Dot Com animal fertility business in July 2008 drove an increase in sales from operations of 37% as compared to the previous year.

DR. PAUL D.R. MacLEMAN Chief Executive Officer

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In the coming year, we are forecasting After a turbulent year, further strong organic growth and continue to assess opportunities for synergistic nonGenetic Technologies organic growth in an environment where is now looking to many attractive assets are at historically affordable levels. In 2009, the Company consolidate and strongly will begin to refi ne its focus to the areas build upon the operational that will provide the greatest opportunities, including those that offer the greatest gains made in 2009. sales and marketing effi ciencies and enjoy sustainable competitive advantages. The goal for the Company in the short to medium term is to achieve sustainable positive cash fl ows from its operations and A brief bio... to build upon this solid foundation such that it becomes a regionally dominant genetics We are pleased to welcome Dr. Paul MacLeman and fertility business.

After a turbulent year, Genetic Technologies is now looking to consolidate and strongly build upon the operational gains made in 2009.

We are pleased to welcome Dr. Paul MacLeman and fertility business. as the new CEO of Genetic Technologies

Limited. Dr. MacLeman, 43, is a registered Expanding the product ranges veterinary surgeon and holds an MBA, Grad Through the provision of its BRCA1 and Dip Tech Mgt, Grad Cert Eng and is a graduate of the AICD. He is the current Chairman of BRCA2 tests, Genetic Technologies is the Ausbiotech Agricultural, Environmental already one of the leading providers of

& Industrial Advisory Committee and, most predictive cancer tests in Australia. The

recently, was CEO of Hatchtech Pty. Ltd. Company is now actively seeking new where he led the company from research technologies and products that can be through to Phase II human clinical trials. Dr. MacLeman was also responsible for offered to assist oncology clinicians identifying animal health and agricultural throughout Asia Pacifi c in the identifi cation,

opportunities, climaxing in an agreement with staging and treatment decision making

a top global chemicals company. Prior to this, aspects of cancer management. Most of he was Chief Operating Offi cer of Imugene Ltd. these additional tests are based on new where he was responsible for re-focussing that company’s commercialisation strategy technologies which have not previously and evaluating new opportunities; and Vice been offered to the Asia Pacifi c markets.

President at Agenix Ltd., heading the global These diagnostics and “theranostics”

veterinary immunodiagnostics business. He have the potential to radically improve the has previously founded life sciences start-ups management of cancer treatment and to and worked in investment banking focusing on technology companies. deliver a signifi cant improvement in survival rates and quality of life for cancer sufferers.

The fi rst of these new tests is expected to become available to doctors and their patients during the fi rst half of the 2009/10 fi nancial year and the Company is currently in the process of expanding its sales and marketing skills and personnel to service this important market.

The rapid evolution of genetic testing technology has led to a rapid increase in the numbers of available tests together with a correspondingly large decrease in the cost of providing certain types of tests. As a result, the availability of tests to evaluate non-life-threatening indicators such as diet, health and fi tness are rapidly becoming a reality.

As one of the larger non-Government genetics laboratories in the region, Genetic Technologies is also seeking to bring to market products that will assist the public at large to better manage lifestyle, nutrition and wellness choices. The Company is actively working to secure rights to distribute these products in the Asia Pacifi c region and believes that, when introduced, they will deliver a material difference, enabling the general public to take ownership of their own health through improved knowledge about their genes.

Leveraging the Frozen Puppies experience

The application of technology to improve fertility has long been applied not only in humans through IVF programs but also to farm animals where such methods are quite advanced. To date, however, there has been little focus on the improvement of breeding and genetic outcomes in domestic pets. In 2008, Genetic Technologies acquired a specialist canine fertility business based in New South Wales. Through more focused management and more intense marketing efforts, this business has grown strongly and proved itself to be a viable and sustainable business model.

As a result, Genetic Technologies is expanding this business through the establishment of new sites in Australia and Asia and a network of affi liates in the US. In doing this, the Company is seeking to position itself as the dominant manager and broker of canine genetic and fertility services. Supporting this position is Genetic Technologies’ suite of proprietary genetic tests, its relationships with key kennel clubs and the managers of stud books, together with the superior expertise of its specialist fertility professionals and their staff.

Licensing

Licensing of the Company’s “noncoding” technology has historically been a large source of cash fl ow for Genetic Technologies. While 2008/09 was a challenging and somewhat disappointing year for this aspect of the business, the results can be partly explained by certain external factors such as the reexamination of part of the ‘179 non-coding patent in the US and a nullity action against the corresponding European patent in Germany. The Company will continue to focus its efforts on obtaining revenues from its considerable patent estate and believes that further value can still be extracted from it.

Continuing to add value

Research is a signifi cant part of Genetic Technologies’ capability and continues to be an important driver of future growth and value. The Company has three research projects in the areas of women’s health, oncology therapy and parasite control, two of which are at a clinical stage of development.

RareCellect™ is a novel device and technique for the non-invasive collection and purifi cation of foetal cells for antenatal testing. This technology is intended to replace amniocentesis, the invasive and potentially dangerous

surgical procedure that leads in some cases to spontaneous abortion. RareCellect™ is currently conducting a pilot stage clinical trial to evaluate the performance of both the device and the DNA enrichment methods. Initial contacts with interested parties with a view to accelerating the commercialisation of this potentially valuable project have been initiated and discussions are continuing.

ImmunAid is a majority-owned project examining the potential of accurately timed therapy of chronic diseases such as cancer and AIDS to improve response rates. At a small scale trial conducted at the prestigious Mayo Clinic in Rochester, Minnesota, promising early results have led to a regulatory assessment in preparation for a possible future trial to defi nitively demonstrate the effect. This technology has the potential to transform patient survival times if successfully commercialised.

Genetic Technologies in conjunction with Meat & Livestock Australia (“MLA”) is developing novel anti-parasiticides for the control of nematode worms in livestock. Using a novel target identifi ed via genetic analysis of the pests, the compounds have shown early promise in laboratory tests which have been undertaken to date. The Company and MLA are currently in discussions with potential commercial partners.

Expanding the Management team

As a result of the Board upheaval during the course of the year, certain senior management positions became vacant. A key task through the early part of the current calendar year has been to identify and bring on board high calibre individuals to restore the leadership team. The Company therefore welcomes Mr. Greg McPherson, Ms. Alison Mew and Dr. David Sparling.

Our new Vice President Sales and Marketing, Greg McPherson is an internationally experienced sales and marketing executive with achievements in health, consumer and B2B marketing, including at Symbion Health. Alison Mew, our new Chief Operating Offi cer, is a highly credentialed operations and general manager with signifi cant experience, including a number of years at CSL, in the production, quality and regulatory management of internationally marketed vaccines, pharmaceuticals and diagnostic products. David Sparling’s background in life sciences, law and intellectual property as well as his experience in senior public company management makes him ideally suited to his new role as Vice President Legal and Corporate Development. David is due to start with the Company in late October 2009.

Together with the existing team, this new management group now constitutes a senior leadership team with the experience and ability to expand the Company’s operations to become a regionally dominant business.

The Management team at GTG is enthusiastically working to implement its clearly defi ned strategy in 2010 and beyond to deliver a robust and growing operational business that will generate positive cash fl ows and, in time, the Company’s fi rst profi t.

We look forward to a positive and rewarding year ahead.

Genetic Technologies 2009 Annual Report 5

Building a sustainable genetics & fertility business

What we do

� Provide a genetic testing and reproductive services business focused on building a sustainable stable of branded products and services

� Deliver more accurate results than our competitors and with superior turnaround times

� Deliver a more compelling value proposition for our customers

� Create ways of delivering a wide range of new technologies to our growing numbers of markets

Genetic Technologies may have a long history in delivering the most timely and accurate laboratory results and analysis, but it’s our connection with our customers that sets us apart.

Building a reputation for test and analysis excellence means building a brand that speaks to industry leading performance. And because we service such important and diverse markets across both animal and human areas, we are building a brand portfolio that each customer can readily relate to, knowing that each comes from a single high-quality heritage.

Our customers have real health concerns so keeping them waiting for a ‘test result’ or ‘analysis’ simply doesn’t make any sense. They rightly demand to know what is going on – after all it’s their life at stake.

“IT ALL

We typically lead the market in the quickest turnaround times for the tests we conduct.

REVOLVES

In many cases, those turnaround times are months ahead of sizeable public institutions. Such is our success over many years, that we find ourselves driving the entire market to reduce waiting times and still deliver accurate results. Which means we just keeping working harder to maintain our competitive advantage.

AROUND

UNDERSTANDING YOUR DNA HEALTH”

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Genetic
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OPERATIONS RESEARCH LICENSING
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We would continue our identification of parties around the world that could potentially benefit from a license to the Company’s proprietary non-coding technology

We would focus our efforts on a small number of key initiatives to maximise the output from the Company’s research and development resources

We would maintain the ‘gold standard’ for world class laboratory operations WHAT WE SAID and expand the range of products being offered to a wider customer base in both Australia and overseas

We entered into a number of negotiations with such parties as an initial step in the licensing process and successfully defended the program from legal challenge in several jurisdictions around the world

We identified potential business opportunities around the world in the scientific areas under investigation and began the process of partner identification and development to fast-track commercial outcomes

We exceeded the high standards of accuracy and turnaround times and increased underlying revenues WHAT WE DID from operations by 37% during the 2009 financial year

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We will collaborate with We will vigorously pursue highly credentialed partners further licensing revenue to refine the true potential and evaluate novel ways in of the breakthroughs made which the Company may by the Company in order to extract maximum value derive both short term and from the underlying patents, long term financial returns including the potential of for all stakeholders partnering with experts in the field

We will take maximum advantage of the high throughput capacity of the WHAT WE INTEND laboratory by sourcing new tests from around the world thereby securing higher volumes and achieving greater operational efficiencies and superior margins

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Genetic Technologies 2009 Annual Report 7

Building a sustainable genetics & fertility business

What’s our strategy?

Our goal is to create shareholder value.

To achieve this we aim to:

Lead in genetic testing services for human, animal and plant testing
Increase revenues while focussing on improved margins

We have the following strategic priorities:

Increase market competitiveness by:
Meeting customer expectations through higher quality testing and delivering more useful and timely information at a better price point
Developing our range of products and services into a powerful branded portfolio for existing markets
Becoming a more sales and marketing focused company delivering greater commercial gains from our IP
Developing and leveraging our testing expertise and brands into new growth markets in Australia and Asia Pacific
Deliver operational excellence that increases quality while decreasing costs and improving profitability

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HOW WE ARE TRANSFORMING GTG Operations Licensing Other
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HOW OUR REVENUE MIX IS CHANGING Given the expansion of the Company’s core operations and the range of products being offered, the revenue mix will continue to change, as the relative contributions made by the sale of genetic tests and reproductive services increases.

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BUILDING A PORTFOLIO OF GENETIC TESTING AND REPRODUCTIVE SERVICES BRANDS TARGETS CHANNELS CHARACTERISTICS OUR BRANDS/PRODUCTS
Clinicians 22,000 physicians Colon gene and Epilepsy
Physicians Pathologists in Australia
Familial cancer
MEDICAL Genetic Counsellors More than 25 centres BRCA 1 and BRCA 2
centres
Australia wide
Public medical
institutions Clinicians 776 Australia wide Cancer Management Tests
Genetic Technologies
Genetic Technologies fertility centres Direct Now 5 in Asia Pacifi c GENETIC & FERTILITY animal
RESEARCH PATENTS network
Dog breeders Dog Shows 80 Breed clubs
GENETIC
TESTING & ANIMAL
FERTILITY
Stud books Website Top ranking Accredited breeder programs
Canine Disease & Trait testing
Building a sustainable
genetics & fertility business Veterinarians Vet Clinics More than 1,700 centres
Australia wide
E-commerce Web marketing Top 3 ranking Genetic Technologies
PROFILI NG
Government
Departments
Immigration
Legal aid Direct marketing, 1,500 plus NSW Police
Immigration Lawyers
Police
Contract
Other
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Genetic Technologies 2009 Annual Report 9

Building a sustainable genetics & fertility business

Five-year fi nancial history

The 2009 fi nancial year saw further substantial progress made in the expansion of Genetic Technologies’ core operations. Following the acquisition of Australia’s foremost provider of canine reproductive services in July 2008, the total revenues generated from operations, which now include sales from such services, increased by an encouraging 37% from the prior year to nearly $5.4 million. The Company plans to further leverage its dominant position in the canine services market during the coming year as well expanding its overall range of products generally.

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YEARS ENDED 30 JUNE 2005 2006 2007 2008 2009
Total revenue and income ($m) 10.39 10.76 15.32 15.98 12.18
– Revenue from operations ($m) 2.39 2.55 3.12 3.92 5.38
– Revenue from licensing ($m) 6.57 6.69 11.34 10.83 5.39
Net profi t/(loss) after tax ($m) (10.82) (7.92) (4.35) (5.45) (7.86)
Net cash fl ows from/(used in) operations ($m) (5.79) (5.96) 2.60 0.42 (4.92)
Shareholders’ equity ($m) 37.68 30.24 26.10 20.79 14.11
Net tangible assets ($m) 17.22 13.47 13.89 14.50 9.50
Market capitalisation ($m) 123.21 126.84 52.55 32.62 16.86
Number of shareholders 4,020 3,745 3,319 3,113 2,979
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SHARE PRICE Genetic Technologies XJO ASX 200
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FIVE-YEAR FINANCIAL HISTORY
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Genetic Technologies 2009 Annual Report 11

Building a sustainable genetics & fertility business

What we’re doing to make the strategies a reality

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Developing a cancer management suite

In 2010, we will be expanding on our traditional markets and entering ones that are related to our core business.

These tests aim to give the clinician more precise information as to the nature and extent of the cancer resulting in more targeted and therefore effective courses of treatment. The outcomes for the patient range from less chance of ineffi cient treatment regimes to higher probabilities of quality of life extension, not to mention the reduction in health care costs for the community.

Whilst we dominate the private breast cancer screening sector, new tests will be added through the in-licensing of products from leading companies to target cancer management. These new tests cover the latest developmental areas from diagnosis through staging, therapy and into surveillance; particularly in the fi ve years following treatment.

The key cancers to be targeted are breast, lung, prostate and colorectal. By working with Oncologists and Pathologists we are confi dent that we can add test regimes beyond screening and into diagnosis, through to staging and post operative care.

STAGING CARE

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RISK ASSESSMENT SCREENING DIFFERENTIAL DIAGNOSIS STAGING PROGNOSIS THERAPY SELECTION THERAPYMONITORING SURVEILLANCE
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Am I at risk Is there a chance Do I have cancer Has my cancer How will my What is the best Is my treatment Has my cancer of developing I have cancer and what type spread? cancer progress? therapy for me? working? come back? cancer? today? is it? e.g. BRCA

Creating a ‘super clinic’ in specialised Animal Veterinary Care

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in order to ascertain and get advise on maximising the breed’s genetic diversity.

Whilst we have an extensive range of DNA disease and trait tests for companion animals, the acquisition of ‘Frozen Puppies’ has enabled us to devise a strategy to become the specialist centre for genetic and fertility management. Aimed at both vets and pedigree breeders, the ‘Animal Genetic & Fertility Network’ provides expertise for maximising breeding outcomes. From semen collection and freezing, to insemination and conception, through the life and health management of a dog with disease and trait testing, the Animal Network is a complete expert centre.

The Company’s clinics and operations continue to expand both in Australia and through China and Japan. Specially designated ‘Hubs’ in the USA also provide for semen collection and transportation to anywhere in the world. Pedigree breeders can access each other’s details through our web based Stud Register and, providing we collect and inseminate the semen, they can use our ‘Puppy Guarantee’. For the fi rst time, breeders have a complete service, available from a number of locations, that covers all aspects of their breeding programs.

Specialised groups within animal populations that are in danger of becoming inbred can also utilise the Animal Network

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STAGES OF LIFE CARE AND MANAGEMENT
DNA TESTED FOR
CONCEPTION PREGNANCY
DNA TESTED HEREDITARY
ASSURED MANAGED
TO VERIFY DISEASES AND
WITH FROZEN THROUGH FROZEN
PARENTAGE HIDDEN COAT
PUPPIES PUPPIES
COLOURS
2 months 6 months 1 year 3 years
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Genetic Technologies 2009 Annual Report 13

Building a sustainable genetics & fertility business

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Personal DNA – uncovering how your DNA affects your lifestyle

As the community becomes more familiar with the role that DNA plays in disease identifi cation and management, its role in everyday lifestyle is now being more closely examined.

Having already launched the ACTN3 Sports Gene Test[®] , we will be expanding into the area of ‘individual tolerances’ to provide customers with more information about how particular lifestyle issues are connected to their DNA make-up.

Areas under development range from auto-immune conditions such as lactose intolerance to daily health conditions such as blood pressure. By empowering people with more information as to the composition of their DNA, they can better understand if a particular condition is more likely to be affected by hereditary or environmental factors. Knowing this will mean they can access different treatment regimes. In some cases this information will also provide clinicians with a clearer picture of the condition in conjunction with the current set of tests they utilise.

These tests will be accessed from both direct marketing through the internet as well as selective healthcare channels, giving people the opportunity to build up a picture of their DNA make-up based on specifi c health issues. In an era of instantaneous information gathering and sorting, the intention is not to replace the clinical evaluation and diagnostic process but to empower people through greater knowledge tailored to their individual genetic make-up.

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Using our IP to create relationships in expanding markets

Traditionally, we have focused on the Australian market for increasing our operational revenue base, but in 2009 we formalised our expansion into the broader Asian market.

By utilising our IP and test development abilities, we launched our canine genetic and fertility management operations in China and set up genetic management activities in Japan.

In the New Zealand market we began selling both human and animal services to mirror those being offered in Australia and we continued to bring in more commercial revenue from relationships in the ASEAN region; primarily through Malaysia, Singapore and Indonesia. Preliminary relationships continue to grow in Korea and Thailand where alliances are being sought.

By building a presence across Asia, enhanced by senior relationships at both a public and private level, we plan to introduce broader elements to our product and services portfolio.

The portfolio of products and services will be tailored to the market developmental needs of each country in which we operate. This will allow us to help create the genetic and fertility dynamics of each market and in doing so capture a ‘fi rst mover’ advantage, delivering a long term dominant market position.

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NEW OFFICE
BEIJING, China
OPERATIONS
TOKYO, Japan
NEW OFFICE
BRISBANE,
Queensland
NEW OFFICE SYDNEY,
New South Wales
CALGA,
New South Wales
NEW OFFICE
DEVON MEADOWS
Victoria
MELBOURNE,
Victoria
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We’re becoming a company focused on sales and marketing

Clearly, with an emphasis on successful commercial realisation, a move to higher levels of customer focus and insight are key to expanding our business in 2010 and beyond.

competitors, such that we are viewed by our customers as the ‘partner of choice’.

We know many customers are both conservative in nature and new to the implications of genetic management. That is why it is vital we bring our expertise in creating a position as ‘knowledge guardians’; providing the right information and solutions at the time they need it most.

Deliberate engagement with our key customers will enable us to develop a ‘closer to market’ point of view, which we aim to then translate into profi table products and value added services. This is especially important with the genetic markets as they are complex, fast changing and cut across many traditional forms of health management.

This will be translated into building a sales and marketing team that looks beyond just selling another test or service to one that sees the solution to the problem and is able to articulate a mutually benefi cial point of view.

Our goal is to create solutions to our customer’s unmet needs, delivering results that are superior in both time and cost to our

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A HOME RUN FOR CUSTOMERS
THE RIGHT TOOLS TO DO THE JOB
2ND BASE
SHOW & TELL BUSINESS EVALUATION
Select – Agree – Implement
3RD BASE 1ST BASE
REWARD & RECOGNITION
Measure – Modify – Improve The Customer ‘Gap’
4TH BASE
Better Health Outcomes
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Genetic Technologies 2009 Annual Report 15

Building a sustainable genetics & fertility business

Researching new technologies to exploit

RareCellect[™] : safe, sensitive and reliable pre-natal testing

Genetic Technologies is advancing a pre-natal testing platform that is poised to make significant advances in the identification of genetic disorders prior to birth. As part of this project, the Company has designed and tested a proprietary sampling device that can safely and reliably collect fetal material from the cervix, and has combined this with a proprietary processing technology that selectively delivers either cellular material or DNA from the fetus which is suitable for analysis to identify genetic disorders using currently available diagnostic technologies.

Diagnostic testing requires the removal of fetal material using chorionic villus sampling (from 11 to 14 weeks) or amniocentesis (from 15 to 20 weeks). Each of these surgical procedures involves the insertion of a needle into the uterus to obtain cellular material from the fetus which can then be tested for ab normalities using a variety of tests. Although accurate, these tests are invasive and carry a significant risk to both the fetus and the mother. Miscarriage rates, which can be as high as 5%, are dependent on the skill of the operator and the gestation age. Furthermore, testing is limited to highrisk patients including women over the age of 35 and results may take as long as two weeks to obtain.

Commercial opportunity

The Company believes that RareCellect[™] offers a unique opportunity to successfully penetrate the $2 billion global pre-natal testing market, with the potential for market launch within three to five years. By offering a safe sampling and processing methodology that provides sufficient fetal material for subsequent analysis, it has the potential to displace currently available maternal screening tests and to avoid the need for most of the current invasive diagnostic procedures. The RareCellect[™] package could deliver a revenue stream from the sale of a consumable device similar to the ThinPrep system for pap smears that has dominated cervical cancer screening since its introduction to the market.

Background and unmet need Genetic disorders account for a significant health burden across the world, with over 330,000 children born with congenital malformations annually in the US, Europe and Japan. In addition, between 20% and 30% of post-natal deaths are due to such congenital malformations. In the developed world, it is increasingly common for women to have babies later in life (25% of these births are born to women over 35 years of age), and this can significantly increase the risk of genetic disorders in their offspring.

GTG believes that there is a clear unmet need in pre-natal testing for risk-free (for both mother and fetus) chromosomal/ genetic testing for the fetus at as early as eight weeks gestation.

A comprehensive memorandum detailing technical aspects of the technology and the commercial potential of the project is nearing completion. This document will be strengthened by the addition of reports from recognised experts in relation to regulatory and reimbursement strategies necessary as part of the commercialisation process. Further, a number of international parties who operate in the RareCellect[™] space have now been identified, some of which have already expressed interest in pursuing negotiations for access to the technology. The Company anticipates that these negotiations will progress towards the latter part of the 2009 calendar year.

The RareCellect[™] solution

GTG has developed a proprietary sampling device using materials and design features which will ensure safe, non-traumatic sampling of the optimal region of the cervix to yield fetal cellular material. The current design, which has been used by a number of healthcare professionals to sample fetal material from more than 400 women, is protected by a US provisional patent.

Current pre-natal testing involves non-invasive screening and invasive diagnostic testing. Screening uses ultrasound of the fetus and maternal serum testing and can be performed from 11 to 13 weeks of pregnancy. Although safe, these tests are not reliable, with a detection rate of 80% (20% of abnormalities are not detected), and a false positive rate of 5% (women with healthy babies being subjected to unnecessary invasive testing).

The Company has also identified issues relating to the processing of fetal material that limit its utility for subsequent testing, including contamination from maternal cells, sperm cells and other DNA. GTG has developed processing methods, which are also covered by provisional patents, that can deliver fetal cells or DNA in a form suitable for testing using any of the currently approved diagnostic methodologies.

ImmunAid: a new take on cancer treatment

ImmunAid Pty. Ltd. is a 70% owned subsidiary of Genetic Technologies which is developing and exploiting proprietary technology aimed at improving treatment outcomes in chronic diseases, such as cancer, using traditional and new therapeutic agents.

At the recent American Society of Clinical Oncology conference held in Orlando, Florida, investigators at the Mayo Clinic in Rochester, Minnesota reported the results of a pilot trial they conducted entitled “Possible therapeutic reversal of immune suppression in patients with metastatic melanoma by timed delivery of temozolomide chemotherapy”. This pilot study, co-designed by the ImmunAid team, used ImmunAid’s concept for timed intervention with chemotherapy. It has since provided suffi cient preliminary supportive human data to warrant a larger defi nitive study.

Targeting the immune system

The research undertaken as part of the ImmunAid project has discovered a phenomenon of the immune cycle which shows that the immune system switches itself ‘on and off’ in a continuous and repetitive cycle in patients with chronic diseases such as cancer and HIV.

Commercial opportunity

A critical insight made by the inventor behind the ImmunAid research is that the timing of the administration of chemotherapy may determine a patient’s response.

With encouraging technical results having now been obtained from various clinical studies, including that undertaken at the Mayo Clinic, Genetic Technologies has decided to invite expressions of interest from third parties capable of participating to expedite the development and potential commercialisation of the ImmunAid technology. A number of potential commercialisation partners have since been identifi ed and contacted. Recently, the Company has engaged a recognised international Contract Research Organisation to assist it in scoping defi nitive trials and paths to market for ImmunAid. With the assistance of both international and local consultants, a commercialisation memorandum for the project is also nearing completion. The Company anticipates that further negotiations with interested parties will be undertaken towards the latter part of the 2009 calendar year.

In cancer, the ‘off’ switch is controlled by a group of cells called T-Regulatory cells which can be manipulated by the accurate and skilful timing of chemotherapy. Once unleashed, the immune system is then free to attack the cancer. In the relativelyrare 7% of cases where chemotherapy is completely effective and cancer is eliminated, the ImmunAid researchers believe that chemotherapy may actually be having a greater effect on the immune system than on the cancer. This is a major paradigm shift in the fi elds of cancer treatment and immunology.

Other research

Nematode project

The Company’s collaboration with researchers at the Universities of Melbourne and Newcastle to discover new classes of chemicals for the treatment of nematodes (worms) in livestock has progressed during the year. The project is supported by a grant from Meat & Livestock Australia who is actively participating in the project.

In the fi rst phase of the project, genetic techniques were used to identify proteins essential for the survival of the nematodes. Several such targets were prioritised and their DNA sequences have been compared with that of humans and sheep. The logic behind this approach is that the protein targets in the parasites that have the least similarity with man or the host will be safer and less environmentally dangerous.

Several compounds have now been successfully synthesised as part of the project and a number of pharmaceutical companies active in the fi eld of animal health have been approached to determine their interest in this project. The discussions are continuing.

Research at C.Y. O’Connor

Contract research undertaken at the C.Y. O’Connor ERADE Village Foundation (“CYO”) in Perth, Western Australia ceased in mid-June 2009, following the expiry of the agreement between the Company and CYO. Investigations into opportunities for the commercialisation of the technology developed as part of that research continue.

Genetic Technologies 2009 Annual Report 17

Building a sustainable genetics & fertility business

Generating value from successful research

During 2009, management changes at GTG and challenges to the underlying patents, in the form of court action in Europe and a request for re-examination in the USA, have resulted in a hiatus in licensing activity, with fewer licenses having been granted than in prior years.

Whilst the Company owns a diverse range of patents covering a number of areas of biotechnology, during the past seven years, Genetic Technologies Limited has conducted a successful out-licensing program involving its ubiquitous patents covering what is known as “non-coding DNA”. This valuable technology was created from research undertaken by the Company and involves proprietary methods for utilising the information contained within the non-coding regions of genes.

In assessing the future of the licensing program, the Company believes that the opportunities to secure further licenses may be too numerous for it to exploit on its own, given its available fi nancial and human resources. In addition, legal challenges to the patents create

signifi cant demands on the Company’s limited time and money, resulting in delays in the granting of new licenses to third parties. Accordingly, the Company is considering ways to obtain assistance from external parties to assert the non-coding patents, which may include partnering with others to provide fi nancial and/or legal expertise in return for a share of the consideration received from the granting of the license.

However, following the appointment of a new CEO and the successful resolution of a nullifi cation action in Germany, the activity of the Company’s licensing team has resumed in earnest, and a number of negotiations with potential licensees are underway as at the date of this Annual Report.

The non-coding patents owned by the Company consist of two distinct families relating to intron sequence analysis and genomic mapping. The patent applications, which were fi led in many jurisdictions, have since resulted in issued patents being awarded in 22 countries around the world, covering all genes in all complex species.

==> picture [318 x 301] intentionally omitted <==

----- Start of picture text -----

LICENSEES INCLUDE RECOGNISED NAMES
EQUIPMENT
MANUFACTURERS
Applera
Sequenom
KIT
OLIGO MAKERS
MANUFACTURERS
Biosearch
Applera
Technologies
Innogenetics
GTG
non-coding
patents
SERVICE
PROVIDERS ANIMAL TESTING
Quest Bovigen
Genzyme Optigen
LabCorp
AGRI GENETICS
BUSINESSES
Monsanto
Syngenta
----- End of picture text -----

Despite the upcoming expiry of some of these patents, others will not expire until 2015, so the opportunity to secure further licenses will exist for potentially a number of years to come.

The technology covered by the noncoding patents fi nds application in a wide range of areas. The technology is used by diagnostic kit and equipment manufacturers, laboratory service providers and large agrigenetic companies, to name just a few (refer diagram).

To date, the licensing program, which has resulted in the granting of 36 commercial licenses and 6 research licenses, has generated total revenues in excess of $48 million, with a further $12 million to be received in the form of annuities and royalties, and as such it has historically been the major source of revenues for the Company.

Board of Directors

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SIDNEY C. HACK Non-Executive Director

HUW D. JONES

FRED BART Non-Executive Chairman

Non-Executive Director

Mr. Bart, 54, has served as a Director of the Company since 1996 and was appointed as Non-Executive Chairman in November 2008. He has experience in the manufacturing and textile industries and as an investor in the resources and property sectors.

Mr. Hack, 71, was appointed Mr. Jones, 46, was appointed as a Non-Executive Director as a Non-Executive Director in in November 2008. He November 2008. He has senior is a Certifi ed Practising management experience in Accountant, is experienced global medical device companies in large company audits and and also serves as CEO of fi nancial planning and has ASX-listed Aeris Environmental served on a number of other Limited. Boards.

Senior Management

==> picture [120 x 120] intentionally omitted <==

DR. PAUL D.R. MacLEMAN THOMAS G. HOWITT

ALISON J. MEW

ALISON J. MEW GREGORY J. McPHERSON Chief Operating Offi cer VP Sales and Marketing

Chief Financial Offi cer and Company Secretary

Dr. MacLeman, 43, was Mr. Howitt, 45, was appointed appointed as CEO in May as the Group’s fi rst full time 2009. He is a registered CFO in June 2004 and as its veterinary surgeon and the Company Secretary in June Chairman of the Ausbiotech 2005. He has wide fi nancial Agricultural, Environmental experience and also serves as & Industrial Advisory President of the Company’s Committee. He was most Canadian listed subsidiary, recently CEO of Hatchtech Gtech International Pty. Ltd. and has considerable Resources Limited. business experience.

Ms. Mew, 51, was appointed Mr. McPherson, 45, was as COO in August 2009 and appointed in July 2009 and has a diverse background has over 20 years experience in operations management in sales and marketing in the biopharmaceutical organisations in sectors industry, in both Australia and as diverse as household overseas, covering animal appliances to retail pharmacy and human health, including chains, including overseas more than 13 years with CSL postings with joint ventures in Ltd. in senior positions. China and India.

Genetic Technologies 2009 Annual Report 19

Building a sustainable genetics & fertility business

Building a patent estate for the future

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PATENT STATUS GRANTED PENDING
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GRANTED PENDING TOTAL GRANTED PENDING TOTAL Non-coding DNA Nematode Project Intron sequence analysis 27 27 Compounds, composition 1 1 Genomic mapping 21 21 and methods for controlling invertebrate pests Laboratory Techniques High resolution analysis 7 7 Internal standard for 8 8 of genetic variation within electrophoretic separations Cryptosporidium parvum Intertebrate control agents, 1 1 Ancestral Haplotypes compositions and methods of use Genetic analysis 5 5 Method for determining 1 1 RareCellect[®] Project ancestral haplotypes Fetal cell recovery method 23 23 Methods of genetic analysis involving 4 4 Maternal antibodies as fetal cell 3 5 8 the amplification of complementary markers to identify and enrich fetal duplicons cells from maternal blood Identification of fetal DNA 2 2 Athletic Performance – and fetal cell markers in ACTN3 SportsGene Test[®] maternal plasma or serum ACTN3 genotype screen for 3 6 9 Methods of enriching 4 4 athletic performance fetal cells Cell processing and/or 1 1 ImmunAid Project enriching method A retroviral immunotherapy 3 2 5 Methods for obtaining fetal nuclei 1 1 Cancer therapy 2 8 10 Device for obtaining fetal cells 1 1 Strategy for retroviral immunotherapy 2 7 9 Method of therapy 1 9 10 Therapeutic strategy for treating 6 6 autoimmune and degenerative diseases Methods of treating disease 1 1

	REGION/COUNTRY	NUMBERS*	GRANTED
NON-CODING DNA
Intron sequence analysis method for detection of adjacent and remote locus alleles as haplotypes
Earliestpriority25 August 1989	Australia	AU654111	•
		AU672519	•
	Austria	AT144797	•
	Belgium	EP414469	•
	Canada	CA2023888	•
	Denmark	DK414469	•
	Europe	EP414469	•
	France	EP414469	•
	Germany	DE69029018	•
		DD299319	•
	Great Britain	EP414469	•
	Greece	GR3022410	•
	HongKong	HK1008053	•
	Israel	IL95467	•
	Italy	EP414469	•
	Japan	JP3206812	•
	Luxemburg Netherlands New Zealand	EP414469 EP414469 NZ235051	• • •
	Singapore South Africa Spain	SG47747 ZA9006765 ES2095859	• • •
	Sweden	EP414469	•
	Switzerland	EP414469	•
	United States	US5192659	•
		US5612179	•
		US5789568	•
Genomic mapping method by direct haplotyping
usingintron sequence analysis Earliestpriority11 July1990	Australia	AU647806	•
	Austria	AT185377	•
	Belgium	EP570371	•
	Canada	CA2087042	•
	Denmark	DK570371	•
	Europe	EP570371	•
	France	EP570371	•
	Germany	DE69131691	•
	Great Britain	EP570371	•
	Ireland	IE912426	•
	Israel	IL98793	•
	Italy	EP570371	•
	Japan	JP3409796	•
	Luxemburg	EP570371	•
	Netherlands	EP570371	•
	New Zealand	NZ238926	•
	South Africa	ZA9105422	•
	Sweden	EP570371	•
	Switzerland	EP570371	•
	United States	US5851762	•
	World	WO9201066	•
LABORATORY TECHNIQUES
Internal standard for electrophoretic separations
Earliestpriority11 July1990	Austria	AT159589	•
	Europe	EP466479	•
	France	EP466479	•
	Germany	DE69127999	•
	Great Britain	EP466479	•
	Japan	JP4232850	•
	Sweden	EP466479	•
	United States	US5096557	•
ANCESTRAL HAPLOTYPES
Genetic analysis
Earliestpriority1 November 1991	Europe	EP660877	•
	France	EP660877	•
	Germany	DE69232726	•
	Great Britain	EP660877	•
	World	WO9309249	•

Genetic Technologies 2009 Annual Report 21

Building a sustainable genetics & fertility business

	REGION/COUNTRY	NUMBERS*	GRANTED	PENDING
Method for determining ancestral haplotypes using haplospecific geometric elements within the major histocompatabilitycomplex multigene cluster
Earliestpriority1 November 1991	United States	US6383747	•
Methods of genetic analysis involving the amplification of complementaryduplicons
Earliestpriority16 February2005	Australia	AU2006214800		•
	Canada	CA2597947		•
	Europe	EP06704883		•
	United States	11/816522		•
ATHLETIC PERFORMANCE – ACTN3 SPORTS GENE TEST®
ACTN3genotype screen for athleticperformance
Earliestpriority16 September 2002	Australia	AU2003258390	•
	India	216886	•
	New Zealand	NZ538890	•
	Canada	CA2499084		•
	China	CN1732270		•
	Europe	EP1546403		•
	Japan	JP2005538710		•
	Russia	RU2005111236		•
	United States	US2006121478		•
IMMUNAID PROJECT
A retroviral immunotherapy
Earliestpriority18 August 2000	Australia	AU2003200583	•
	New Zealand	NZ524280	•
	China	CN1469746	•
	Europe	EP1311267		•
	United States	US20030228320		•
Cancer therapy
Earliestpriority14 February2002	Singapore	SG105902	•
	South Africa	ZA200407142	•
	Australia	AU2003203051		•
	Brazil	BR0307661		•
	Canada	CA2476366		•
	China	CN1646155		•
	Europe	To be advised		•
	Japan	JP2005523277		•
	New Zealand	NZ573713		•
	United States	US2005180971		•
Strategyfor retroviral immunotherapy
Earliestpriority20 February2002	Singapore	SG105903	•
	South Africa	ZA200407143	•
	Brazil	BR0307868		•
	Canada	CA2476956		•
	China	CN1646156		•
	China	CN200710199719		•
	Europe	EP1482971		•
	Japan	JP2005526729		•
	New Zealand	NZ554839		•
Method of therapy
Earliestpriority24 October 2003	Singapore	SG121609	•
	Australia	AU2004283322		•
	Canada	CA2543490		•
	China	CN1898569		•
	Europe	EP1692516		•
	Israel	IL175141		•
	Japan	JP2007509078		•
	Mexico	PA/a/2006/004522		•
	New Zealand	NZ546873		•
	United States	US2007202119		•
Therapeutic strategy for treating autoimmune and degenerative diseases
Earliestpriority8 September 2004	Australia	AU2005282218		•
	Canada	CA2579353		•
	Europe	EP1805510		•
	Japan	JP2007530544		•
	New Zealand	NZ553720		•
	United States	US11/574911		•
Methods of treatingdisease
Earliestpriority27 May2009	United States	To be advised		•

	REGION/COUNTRY	NUMBERS*	GRANTED	PENDING
NEMATODE PROJECT
Compounds, composition and methods for controlling invertebratepests
Earliestpriority15 November 2006	Australia	AU2007321720		•
	Canada	To be advised		•
	Europe	EP78155652		•
	New Zealand	To be advised		•
	South Africa	To be advised		•
	United States	US12/514877		•
	World	PCT/AU2007/001762		•
High resolution analysis of genetic variation within Cryptosporidiumparvum
Earliestpriority21 August 2002	Australia	AU2003250619		•
Invertebrate control agents, compositions and methods of use
Earliestpriority23 November 2006	Australia	AU2008906163		•
RARECELLECT® PROJECT
Fetal cell recoverymethod
Earliestpriority27 March 1990	Australia	AU649027	•
	Austria	AT194166	•
	Belgium	EP521909	•
	Canada	CA2059554	•
	Denmark	DK521909	•
	Europe	EP521909	•
	France	EP521909	•
	Germany	DE69132269	•
	Great Britain	EP521909	•
	Greece	GR3034487	•
	Ireland	IE910996	•
	Israel	IL97677	•
	Italy	EP521909	•
	Japan	JP2965699	•
	Luxemburg	EP521909	•
	Netherlands	EP521909	•
	New Zealand	NZ237589	•
	Singapore	SG79188	•
	South Africa	ZA9102317	•
	Spain	ES2149760	•
	Sweden	EP521909	•
	Switzerland	EP521909	•
	United States	US5447842	•
Maternal antibodies as fetal cell markers to identify and enrich fetal cells from maternal blood
Earliestpriority31 May2002	Australia	AU2003229397	•
	New Zealand	NZ537328	•
	Singapore	SG108133	•
	Canada	CA2492631		•
	Europe	EP1532453		•
	HongKong	HK1075699		•
	Japan	JP2005528616		•
	United States	US2005287604		•
Identification of fetal DNA and fetal cell markers in maternalplasma or serum
Earliestpriority5 March 2003	Australia	AU2004217872		•
	United States	US10/547721		•
Methods of enrichingfetal cells
Earliestpriority11 May2005	Canada	To be advised		•
	Europe	EP06721493		•
	Japan	JP2008510361		•
	United States	US11/914107		•
Cellprocessingand/or enrichingmethod
Earliestpriority18 February2008	World	PCT/AU2009/000180		•
Methods for obtainingfetal nuclei
Earliestpriority21 April 2009	United States	US61/171334		•
Device for obtainingfetal cells
Earliestpriority27 January2009	United States	US 61/147718		•

*Number refers to either application, publication or patent

Genetic Technologies 2009 Annual Report

Building a sustainable DNA testing business

DIRECTORS’ REPORT

The Directors submit their Report for the year ended 30 June 2009.

DIRECTORS

The names and details of the Directors of Genetic Technologies Limited who held office during the 2009 financial year and until the date of this Report are stated below, as are the periods during which they served.

Directors in office as at the date of this Report

Fred Bart ( Non-Executive Chairman )

In office from 1 July 2008 up to the date of this Report

Statutory Reports Year ended 30 June 2009

Directors’ Report	25
Corporate Governance Statement	41
Financial Statements	44
Directors’ Declaration	86
Auditor’s Independence Declaration	87
Auditor’s Report	88
ASX Additional Information	90
Glossary	92

Mr. Bart, 54, has been involved in the textile industry for the last 25 years as well as being a significant investor in the resource and property sectors in Australia and overseas. He also serves as a member of the Company’s Audit Committee and 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 Chairman of the Company’s Canadian-listed subsidiary, Gtech International Resources Limited.

Sidney C. Hack , CPA ( Non-Executive )

In office from 19 November 2008 up to the date of this Report

Mr. Hack, 71, was appointed to the Board on 19 November 2008. He also serves as Chairman of both the Company’s Audit Committee and its Corporate Governance Committee. He is a Certified Practising Accountant and Registered Company Auditor and retired in 2006 after serving 30 years as a senior partner of Hack Anderson & Thomas, Chartered Accountants. Mr. Hack has extensive experience in large company audits, financial planning and taxation and has served on various other Boards during his career.

Huw D. Jones , BEng (Hons), MBA ( Non-Executive )

In office from 19 November 2008 up to the date of this Report

Mr. Jones, 46, was appointed to the Board on 19 November 2008. He also serves as a member of the Company’s Audit Committee and its Corporate Governance Committee and is currently Executive Director and Chief Executive Officer of Aeris Environmental Ltd., an ASX-listed environmental services company focused on the removal of biological contamination in food cold storage, air-conditioning and commercial water systems. Prior to joining Aeris, he was Managing Director of Datex-Ohmeda Australasia (now part of GE Healthcare).

Other Directors who served during the 2009 financial year

Henry Bosch AO , BA (Hons), MA

In office from 1 July 2008 until 19 November 2008

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 served 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, and has 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 was made an Officer of the Order of Australia in January 1991.

David Carruthers , BCom, CA, CFTP (Snr.), MAICD Dip.

In office from 1 July 2008 until 19 November 2008

Mr. Carruthers was appointed to the Board on 26 February 2007 and served as Chairman of the Company’s Audit Committee. He has acted as Chief Financial Officer of BP Finance for the global operations based in London and as the European Regional Chief Executive Officer based in Brussels. More recently, Mr. Carruthers has provided advisory services in financial risk management to clients in the Asia-Pacific region and is Head of Corporate Finance, Tristar Corporate Advisors and Chief Financial Officer, Olympus Funds Management.

Genetic Technologies 2009 Annual Report 25

Building a sustainable DNA testing business

DIRECTORS’ REPORT (cont.)

DIRECTORS (cont.)

Other Directors who served during the 2009 financial year (cont.)

John S. Dawkins AO , Dip Ag, BEc

In office from 1 July 2008 until 19 November 2008

Mr. Dawkins was appointed to the Board on 24 November 2004 and served on both the Corporate Governance and Audit Committees. Mr. Dawkins served in the Australian House of Representatives for the Australian Labor Party between 1983 and 1993 when he served in the Hawke and Keating Governments as Finance Minister, Trade Minister, Employment Education and Training Minister and finally Treasurer. He serves and has served on the Boards of a number of companies including Chairman of Elders Rural Bank and Retail Energy Market Company and on the Boards of ASX-listed companies Integrated Legal Holdings Limited and MGM Wireless Limited. He was made an Officer of the Order of Australia in June 2000 and awarded the Centenary Medal in January 2000.

Dr. Mervyn Jacobson , MBBS

In office from 1 July 2008 until 12 December 2008

Dr. Jacobson is a legally qualified Medical Practitioner and has more than 35 years experience in developing new medical technology and in bringing new medical and biomedical goods and services to the market, working with biotechnology enterprises in Australia, UK, Switzerland, USA, Canada, Mexico and China. In 1989, he co-founded GeneType AG, the research start-up that subsequently led to the formation of Genetic Technologies Limited. He was appointed to the Company’s Board of Directors in May 2000, and served as its Executive Chairman from August 2000 until November 2005 and as its Chief Executive Officer until September 2007. He also served on the Company’s Corporate Governance Committee and as Chairman of its Canadian-listed subsidiary, Gtech International Resources Limited.

Michael B. Ohanessian , BEng (Hons), MBA

In office from 1 July 2008 until 19 November 2008

Mr. Ohanessian was appointed to the Board and as the Company’s Chief Executive Officer on 24 September 2007 and served as a member of the Company’s Corporate Governance Committee. Prior to joining the Company, he served for seven years as Chief Executive Officer of Vision Biosystems, a division of former ASX-listed Vision Systems Limited, where he led a strategic restructure of the business, involving the acquisition of a large UK-based reagents operation, and played a key part in successfully transforming it into a world leader in the immunohistochemistry market. Prior to his role at Vision, Mr. Ohanessian worked for the Boston Consulting Group where, over a period of four years, he gained considerable experience in a variety of industries, finally focussing on biotechnology. Mr. Ohanessian holds an MBA from Melbourne Business School.

Dr. Leanne Rowe AM , MD, MB, BS, FRACGP, Dip. RACOG, FAICD

In office from 1 July 2008 until 19 November 2008

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 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. 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.

Company Secretary

Thomas G. Howitt , BCom, CA, FTIA, ACIS, AICPA ( Company Secretary and Chief Financial Officer )

In office from 1 July 2008 up to the date of this Report

Mr. Howitt, 45, was appointed as the group’s first full-time Chief Financial Officer on 1 June 2004 and as its Company Secretary on 30 June 2005. During his 20-plus year career, he has served as CFO and Company Secretary for a number of companies, listed on both the ASX and several foreign stock exchanges. His wide experience covers all facets of financial management and control across a variety of industries, including resources and technology (domestic and international), having been instrumental in the successful development, patenting and subsequent commercialisation of several innovative technologies. He has played key roles in the raising of bank debt and equity capital and the management of complex due diligence programs and has worked as a senior Taxation Consultant for Ernst & Young and in the investment banking industry. He also serves as President of the Company’s Canadian-listed subsidiary, Gtech International Resources Limited.

DIRECTORS (cont.)

Interests in the shares and options of the Company and related bodies corporate

As at the date of this Report, the interests of the Directors in the shares and options of the Company are as follows:

==> picture [484 x 26] intentionally omitted <==

----- Start of picture text -----

OPTIONS OVER
DIRECTOR ORDINARY SHARES ORDINARY SHARES
----- End of picture text -----

Fred Bart1	25,918,214	–
Sidney C. Hack	–	–
Huw D. Jones	–	–
1 Mr. Bart also controls 88,500 common shares in Gtech International Resources Limited, a subsidiary of the Company.
EARNINGS PER SHARE
Basic loss per share (cents per share)	(2.1)
Diluted loss per share (cents per share)	(2.1)

DIVIDENDS

No dividends have been paid since the end of the previous financial year, nor have the Directors recommended that any dividend be paid.

CORPORATE INFORMATION

Corporate structure

Genetic Technologies Limited is a company limited by shares that is incorporated and domiciled in Australia. The Company has prepared a consolidated financial report incorporating the entities that it controlled during the financial year, which are outlined in the following illustration of the Group’s corporate structure as at the date of this Report:

==> picture [483 x 143] intentionally omitted <==

----- Start of picture text -----

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Nature of operations and principal activities

The principal activities of the entities within the Group during the financial year were the provision of genetic testing and canine reproductive services. The Company also conducted out-licensing of its intellectual property relating to ‘non-coding DNA’ and research and development in the areas of genetics and related fields.

With the exception of the acquisition of the canine reproductive services business owned by Frozen Puppies Dot Com Pty. Ltd., there have been no significant changes in the nature of these activities during the financial year.

Genetic Technologies 2009 Annual Report 27

Building a sustainable DNA testing business

DIRECTORS’ REPORT (cont.)

CORPORATE INFORMATION (cont.)

Group overview

Genetic Technologies Limited was incorporated in Western Australia on 5 January 1987 as Concord Mining N.L. The Company undertook a series of mining projects and, following several intervening changes, changed its name to Duketon Goldfields N.L. on 15 March 1995. On 15 October 1999, the Company changed its status from a no liability company to a company limited by shares and, on 29 August 2000, it completed the acquisition of GeneType AG, a Swiss private company. GeneType AG had been formed in 1989 by Dr. Mervyn Jacobson and Dr. Malcolm Simons after they met and resolved to test the hypothesis that the noncoding or ‘junk’ DNA regions were in reality not ‘junk’, but a valuable and highly ordered reservoir of useful genetic information, a fact which had been overlooked by the scientific community up until that time. As a result of the acquisition of GeneType AG, the Company changed its business from mining to biotechnology and changed its name to Genetic Technologies Limited. The Company has since established a fee-for-service genetic testing business that has grown to become the largest nongovernment operation of its type in Australia. The business performs a wide variety of genetic tests on humans and animals which includes human diagnostics, forensics and animal pedigree tests. With the acquisition by the Company of Frozen Puppies Dot Com Pty. Ltd. in July 2008, the range of services being offered to canine customers has expanded considerably. The Company also conducts a successful out-licensing program in respect of its non-coding technology and actively supports three distinct research projects, each of which is described in detail elsewhere in the Annual Report.

Operating results for the year

During the 2009 financial year, Genetic Technologies Limited and its subsidiaries generated consolidated gross revenues and other income of approximately $12.2 million, representing a 23.3% decrease over the corresponding figure for the 2008 year. The overall decrease of $3.7 million included a significant increase in revenue from operations (comprising the provision of genetic testing and reproductive services, but excluding fees from out-licensing activities) of $1.5 million, or 37.3%, offset by a $5.3 million, or 49.8%, fall in revenue from the Company’s out-licensing activities.

During the year, the range of tests and services offered by the Company continued to expand, particularly to the canine market, largely as a result of the Company’s successful acquisition in July 2008 of Frozen Puppies Dot Com Pty. Ltd., Australia’s foremost provider of canine reproductive services. The Company is now capitalising on the achievements made in this area during the financial year with the opening of three new facilities, one in each of Victoria, New South Wales and Queensland, in the latter part of the 2009 calendar year. These new facilities will offer a range of specialist breeding services in addition to selling the Company’s existing genetic testing and reproductive services. Once established, the facilities will form an important part of the expansion of this business, a program which began with the opening of a similar facility by the Company in Beijing, China, and a branch office in Whangarei, New Zealand in late 2008.

As part of the Company’s plans to expand the range of products it can offer its customers, discussions are underway with a number of overseas companies with a view to establishing exclusive distribution agreements that will enable the Company to sell their novel tests in Australia and elsewhere in the Asia Pacific region. It is expected that the margins to be generated from the sale of such products could be attractive. Further, the recent appointment by the Company of a specialist sales and marketing head, together with new marketing initiatives and the development of a multi-tiered channel strategy, will further support the expected continued growth from operations in the 2010 financial year. The Group’s consolidated loss after tax of $7.86 million included net non-cash items of approximately $2.21 million, comprising amortisation of patents and depreciation of plant and equipment ($3.99 million), impairment losses and other write-downs ($318,000), net foreign exchange gains ($68,000), a share-based payments credit ($43,000), non-cash revenues generated from the Applera settlement ($1.80 million), net gains on disposal of plant and equipment ($101,000) and the fair value of shares acquired from the sale of the Company’s joint venture interests ($85,000). Finally, during the 2009 year, the Company continued to fund three research projects, which have the potential to generate further valuable intellectual property for the Company. If successful, the commercial prospects for these projects could be substantial and would provide important additional income in the future. It is envisaged that the technical progress made during the year by these projects will enable the Company to approach potential partners during the 2010 financial year with a view to accelerating their commercialisation and reducing the current funding costs.

The Company continues to pursue further licenses to its non-coding technology, however, the Directors are mindful of the uncertainties of this revenue stream, particularly as the underlying patents have a finite life. The Directors therefore believe that the results for the 2009 financial year validate the strategies now being pursued by the Company and provide a sound platform for further growth and expansion of the Company’s core operations during the 2010 financial year.

CORPORATE INFORMATION (cont.)

Review of financial condition

Capital structure

As at the date of this Report, the Company had a total of 374,644,801 fully paid ordinary shares on issue. All of these shares were listed on the Australian Securities Exchange, and on the NASDAQ Global Market in the USA via the Company’s American Depositary Receipts. During the financial year ended 30 June 2009, a total of 12,254,902 shares were issued by the Company as partial consideration for the acquisition of Frozen Puppies Dot Com Pty. Ltd. (refer Note 36). As at the date of this Report, a total of 4,901,956 ordinary shares were subject to voluntary escrow (refer ASX Additional Information).

Treasury and related policies

During the previous financial year, the Company introduced a Cash Management Policy. The Company follows industry accepted leading practice by investing the Company’s cash assets in a range of short-term interest-bearing deposits with appropriately rated financial institutions.

Cash used in operations

During the financial year, the consolidated net cash flows used in operations was approximately $4.92 million. This result was $5.35 million lower than the operating cash flows from the prior year which reflected net inflows of almost $423,000. Overall, the Group’s consolidated cash assets decreased by approximately $5.54 million during the 2009 financial year.

Liquidity and funding

On 14 January 2005, the Company executed a Master Asset Finance Agreement with National Australia Bank Limited in respect of a $2,500,000 asset finance facility (the ‘Facility’). During the period from inception up to 30 June 2009, the Company had financed the acquisition of laboratory and other equipment under the Facility with a total cost of $2,235,732. As at 30 June 2009, the total outstanding liability in respect of this facility was $373,444 (refer Note 31).

As at the date of this Report, the Company had two credit card facilities. The first, with St. George Bank Limited, had a total credit limit of $145,000 and, as at 30 June 2009, a total liability of $22,731 was outstanding. The second, with Bank of New Zealand, had a total credit limit of $2,000 and, as at 30 June 2009, a total liability of $227 was outstanding.

Risk management

The Group takes a proactive approach to risk management. The Board is responsible for ensuring that risks and opportunities are identified on a timely basis and that the Group’s objectives and activities are aligned with the risks and opportunities identified by the Board. The Board believes that it is important for all Board members to be a part of this process and the Board takes overall responsibility for the recognition and management of risk. The overview of the compliance and control mechanisms has been delegated to the Audit Committee through its Charter. The Board believes that the Group is not yet sufficiently large to warrant the appointment of an internal auditor. During the previous financial year, the Company expanded its risk management activities with the establishment of a Risk Management Committee which meets to evaluate risks faced by the business and reports its findings back to the Audit Committee.

Employees

The Group employed 65 full-time equivalent employees as at 30 June 2009 (2008: 60 employees).

Statements of compliance

The statements provided to the Board by the Chief Executive Officer and the Chief Financial Officer on the integrity of the financial statements are founded on a sound system of risk management and internal compliance and control.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

During the 2010 financial year, the Group will focus on the expansion of its genetic testing and canine reproductive service businesses and the continuation of its licensing program, both domestically and in overseas markets. It will also commit resources to the advancement of its three research programs with a view to generating valuable intellectual property for commercial exploitation.

Genetic Technologies 2009 Annual Report 29

Building a sustainable DNA testing business

DIRECTORS’ REPORT (cont.)

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

On 22 July 2008, the Company acquired 100% of the issued capital of Frozen Puppies Dot Com Pty. Ltd. (‘FPDC’), Australia’s foremost provider of canine reproductive services. Under the terms of the Agreement between the Company and FPDC, Genetic Technologies Limited (‘GTG’) acquired 100% of the issued share capital of FPDC in return for the issue to the FPDC shareholders of 12,254,902 ordinary shares in GTG and the payment of $153,160 in cash. In other terms of the acquisition, GTG advanced $346,840 in loan funds to FPDC to enable existing shareholder loans to be repaid and Employment Agreements were executed between the Company and the five principals of FPDC. Voluntary Restriction Agreements were also executed with all former FPDC shareholders. As a result, 80% of the 12,254,902 GTG shares that were issued as part of the acquisition were subject to voluntary escrow at that date. The escrowed shares are being released from escrow in four equal tranches after the expiration of 6, 12, 18 and 24 months from the date of issue, respectively.

On 27 August 2008, the Company sold its entire interest in the North Laverton Joint Venture to its partner, Regis Resources Limited (‘Regis’), for $185,000 comprising $100,000 in cash and 500,000 fully paid ordinary shares in Regis which had a fair value of $0.17 each on the date of issue. As part of the sale, the Company had returned to it a performance bond which had a face value of $68,917 as at 30 June 2008. Further, the Company has been fully indemnified by Regis against any future rehabilitation liabilities which may arise from the exploration activities of the Joint Venture undertaken up until the date of sale. This indemnification enabled the Company, during the year ended 30 June 2009, to fully reverse the provision of $94,987 in respect of such liabilities which had been recorded in the Company’s balance sheet as at 30 June 2008. As at 30 June 2009, the 500,000 fully paid ordinary shares in Regis were still on hand and had been revalued to their fair value of $255,000.

On 5 November 2008, the Company received a letter from the Australian Taxation Office advising that a previous review of the Company’s available tax losses had been escalated to a full audit. As at the date of this Report, the Company is unable to form an assessment of the likely impact, if any, of this audit.

On 19 November 2008, at the Company’s 2008 Annual General Meeting of shareholders, five of the Company’s Directors (NonExecutive Chairman Mr. Henry Bosch AO, Mr. John Dawkins AO, Dr. Leanne Rowe AM, Mr. David Carruthers and Chief Executive Officer Mr. Michael Ohanessian) were removed as Directors of the Company. On the same day, immediately following the AGM, Mr. Huw Jones and Mr. Sid Hack were appointed as Directors of the Company to fill casual vacancies. Subsequent to Mr. Ohanessian’s removal as a Director, the Company paid him a termination benefit of $345,000 under the terms of his employment agreement. The termination of the other Directors did not incur any form of termination payment.

On 28 November 2008, the Company established a branch office in Whangarei, New Zealand.

On 12 December 2008, Dr. Mervyn Jacobson resigned as a Director of the Company.

On 25 December 2008, the Company’s Chinese subsidiary, Genetic Technologies (Beijing) Limited was incorporated. On 4 May 2009, Dr. Paul MacLeman was appointed as Chief Executive Officer of the Company, replacing Mr. Ohanessian.

On 26 May 2009, the United States Patent and Trademark Office issued a first non-final Office Action relating to one of the Company’s patents covering its non-coding DNA analysis technology. Seven of the thirty six claims of United States Patent number 5,612,179 are the subject of the re-examination. This initial action is preliminary and non-final and the Company has since filed a response to the action. As the re-examination has been initiated ex parte , there is no third party to the proceedings. The Company is confident that the claims under examination will be upheld.

On 10 June 2009, the Company advised that the nullification action filed in the German Federal Patent Court against one of the Company’s German patents (Patent number 69029018.7) by Bioscientia Institut fuer Medizinische Diagnostik GmbH (‘Bioscientia’) of Ingelheim, Germany had been withdrawn by Bioscientia, with the approval of the Court. Bioscientia has no right of appeal. German Patent number 69029018.7, which is owned by Genetic Technologies Limited, is part of the Company’s worldwide family of patents covering so-called ‘non-coding DNA’ and forms the basis of the Company’s out-licensing program. During the year ended 30 June 2009, the investigation by the Australian Securities and Investments Commission (‘ASIC’) regarding certain past trading in the Company’s shares continued. The Company has cooperated fully with ASIC and still believes that, whilst the investigation does not relate to any wrongdoing by the Company itself, it does relate to the activities of two former Executives of the Company, one of whom is still the Company’s largest shareholder. In December 2008, various charges were laid against the two former Executives under section 1041A of the Corporations Act 2001 . The Company believes that a further hearing in respect of this matter, which is being prosecuted by the Commonwealth Director of Public Prosecutions, will be held in February 2010.

There were no other significant changes in the state of affairs that are not described elsewhere in this Annual Report.

SIGNIFICANT EVENTS AFTER BALANCE DATE

As at 30 June 2009, a dispute existed between the Company and its landlord, Bankberg Pty. Ltd. (a company associated with former Director Dr. Mervyn Jacobson) in relation to amounts receivable from the landlord in respect of the premises leased by the Company in Fitzroy, Victoria. On 28 July 2009, a Letter of Intent was signed by the parties which established the parameters for calculating the amount to be paid as at 30 June 2009. On 20 August 2009, the parties reached agreement as to the amount of this payment which has been reflected in the Company’s balance sheet as at 30 June 2009.

Apart from this event, there have been no other significant events which have occurred after balance date.

SHARE OPTIONS

Unissued shares under option

As at both the reporting date and the date of this Report, there were 4,400,000 unissued ordinary shares in the Company under option. All options were issued at nil cost to the holders. Refer Note 27 to the attached financial statements for further details regarding the outstanding options.

Shares issued as a result of the exercise of options

During the financial year, no shares were issued as a result of the exercise of any options, nor have any options been exercised since the end of the financial year. During the 2009 financial year, however, a total of 6,775,602 options that had previously been issued to employees, some of whom had resigned from the Company, lapsed. Of this number, a total of 5,700,602 options were forfeited, whilst the remaining 1,075,000 options expired. No new options were granted during the 2009 financial year. Option holders do not have any right, by virtue of their options, to participate in any share issue of the Company or any related body corporate.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

During the financial year, the Company paid a premium in respect of a contract insuring the Directors and Officers of the Company and any related body corporate against a liability incurred in his or her capacity as a Director or Officer to the extent permitted by the Corporations Act 2001 . The contract of insurance prohibits disclosure of the nature of the insurance provided and the amount of the premium. The Company has agreed to indemnify the current Directors, Executive Officers and former Directors against all liabilities to other persons that may arise from their position as Directors or Officers of the Company and its subsidiaries, except where to do so would be prohibited by law.

ENVIRONMENTAL REGULATION AND PERFORMANCE

The Group ceased its active exploration activities in 1999. As at 1 July 2008, the Group retained a 14.66% direct equity interest in the North Laverton Joint Venture in Western Australia with Regis Resources Limited (‘Regis’). There are significant environmental regulations under the Western Australia Mining Act 1978 and Environment Protection Act 1986 and license requirements relating to waste disposal, water and air pollution exist in relation to mining activities undertaken by the joint venture. The Directors are not aware of any significant breaches of these regulations during the period covered by this Report. On 27 August 2008, the Company sold its entire interest in the joint venture to Regis and, as part of the sale, was fully indemnified by Regis against any future rehabilitation liabilities which may arise from the exploration activities of the joint venture undertaken up until the date of sale.

REMUNERATION REPORT (AUDITED)

Introduction

This Remuneration Report outlines the Director and Executive remuneration arrangements of Genetic Technologies Limited (the ‘Company’) and its subsidiaries (collectively, the ‘Group’) in accordance with the requirements of the Corporations Act 2001 and its Regulations.

For the purposes of this Report, Key Management Personnel (‘KMP’) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any Director (whether executive or otherwise) of the parent company, and includes the five executives in the parent and the Group, as set out below, receiving the highest remuneration.

Genetic Technologies 2009 Annual Report 31

Building a sustainable DNA testing business

DIRECTORS’ REPORT (cont.)

REMUNERATION REPORT (AUDITED) (cont.)

Introduction (cont.)

For the purposes of this Report, the term ‘Executive’ encompasses the Group’s Chief Executive Officer (a position held by three individuals during the 2009 financial year), Chief Financial Officer and Company Secretary, and Chief Operating Officer (a position held by two individuals during the 2009 financial year). There were only three Executive positions within the Group during the 2009 financial year.

Details of Key Management Personnel

DIRECTORS

EXECUTIVES

Fred Bart ( Non-Executive Chairman )

Dr. Paul D.R. MacLeman[4] ( Chief Executive Officer )

Sidney C. Hack[1] ( Non-Executive ) Huw D. Jones[1] ( Non-Executive ) Henry Bosch AO[2] ( former Non-Executive Chairman ) David Carruthers[2] ( former Non-Executive )

Thomas G. Howitt[5] ( Chief Financial Officer and Company Secretary )

M. Luisa Ashdown[6] ( interim Chief Operating Officer )

Michael B. Ohanessian[2,7] ( former Chief Executive Officer ) Ross Barrow[8] ( former Chief Operating Officer )

John S. Dawkins AO[2] ( former Non-Executive ) Dr. Mervyn Jacobson[3] ( former Non-Executive ) Dr. Leanne Rowe AM[2] ( former Non-Executive )

REMUNERATION REPORT (AUDITED) (cont.)

Remuneration structure

In accordance with best practice corporate governance, the structure of Non-Executive Director and Executive remuneration is separate and distinct.

The Company’s current remuneration policies provide some degree of linkage between an Executive’s performance based remuneration and the overall financial performance of the Company, particularly in the achievement of budgeted earnings before interest, tax, depreciation and amortisation (EBITDA) targets which, in turn, links to overall Company profitability and indirectly to the Company’s share price. These policies are continually expanded in order to provide stronger linkage between the remuneration of the Company’s Executives and its performance.

Non-Executive Director remuneration

Objective

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

Structure

The Company’s Constitution and the Listing Rules of the Australian Securities Exchange specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a General Meeting of shareholders. An amount not exceeding the amount determined is then divided between the Directors as agreed. The most recent determination was made at the 2007 Annual General Meeting, when shareholders approved an aggregate remuneration of $500,000 per year.

Notes:

[1] Messrs. Hack and Jones were appointed as Non-Executive Directors on 19 November 2008.[[2]]
[[2]] Messrs. Bosch, Carruthers, Dawkins, Ohanessian and Dr. Rowe were removed as Directors on 19 November 2008.[3] Dr. Jacobson resigned as a Director on 12 December 2008.[[4]]
[[4]] Dr. MacLeman was appointed as Chief Executive Officer on 4 May 2009.[[5]]
[[5]] Mr. Howitt also served as Interim Chief Executive Officer from 17 December 2008 until 3 May 2009.[6] Ms. Ashdown was appointed as Interim Chief Operating Officer on 7 January 2009.[[7]] Mr. Ohanessian was removed as Chief Executive Officer on 19 November 2008.

[[7]] Mr. Ohanessian was removed as Chief Executive Officer on 19 November 2008.

[8] Mr. Barrow resigned as Chief Operating Officer on 31 December 2008.

Corporate Governance Committee

The Corporate Governance Committee of the Board of Directors of the Company (formerly known as the Nomination and Remuneration Committee) was established on 21 April 2005 and is, amongst other things, responsible for determining and reviewing remuneration arrangements for the Directors, the Chief Executive Officer and the senior management team. The Committee is chaired by Mr. Sidney Hack and has as a member Mr. Huw Jones, both of whom are independent directors.

The Corporate Governance Committee has been established to assess the appropriateness of the nature and amount of remuneration paid to Directors and Executives on a periodic basis by reference to relevant employment market conditions, with the overall objective of ensuring maximum shareholder benefit from the retention of a high quality Board and senior executive team.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst Directors are reviewed annually.

Each Non-Executive Director receives a fee for serving as a Director of the Company. No additional fees are paid to any Director for serving on either of the two sub-committees of the Board.

Executive remuneration

Objective

The Group aims to reward Executives with a level and mix of remuneration commensurate with their positions and responsibilities within the Group and so as to:

reward Executives for Group and individual performance against targets set by reference to suitable benchmarks;
align the interests of Executives with those of the shareholders; and
ensure that the total remuneration paid is competitive by market standards.

Structure

The remuneration paid to Executives is set with reference to prevailing market levels and comprises a fixed salary, various short-term incentives (which are linked to agreed Key Performance Indicators (‘KPIs’), as described below under the heading of Variable remuneration), and a long-term option component.

Fixed remuneration

Remuneration strategy

The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must attract, motivate and retain appropriately skilled Directors and Executives.

To this end, the Company embodies the following principles in its remuneration framework:

provide competitive rewards to attract high calibre Executives;
wherever possible, link Executive rewards to shareholder value;
ensure that a portion of an Executive’s remuneration is ‘at risk’; and
establish appropriate, demanding performance hurdles for variable Executive remuneration.

The remuneration strategy is approved by the Corporate Governance Committee.

Objective

The Corporate Governance Committee oversees the setting of fixed remuneration on an annual basis. The process consists of a review of Company, divisional and individual performance, relevant comparative remuneration in the market and internally and, where appropriate, external advice on policies and practices. The members of the Committee have access to external advice independent of Management.

Structure

Fixed remuneration consists of some or all of the following components:

base salary;
non-monetary benefits which can include motor vehicle allowance, costs associated with novated motor vehicle leases, parking (and associated fringe benefits tax, if applicable); and
superannuation benefits, which includes employer contributions.

Genetic Technologies 2009 Annual Report 33

Building a sustainable DNA testing business

DIRECTORS’ REPORT (cont.)

REMUNERATION REPORT (AUDITED) (cont.)

Fixed remuneration (cont.)

With the exception of the employer contributions to superannuation, Executives are given some flexibility to decide the composition of their total fixed remuneration and the allocation between cash and other benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating any additional cost for the Group.

Fixed remuneration is reviewed annually with reference to individual performance, market benchmarks for individual roles and the overall performance of the Group. Any changes to the fixed remuneration of Executives are first approved by the Corporate Governance Committee.

Variable remuneration

Objective

The objective of variable remuneration is to:

align the interests of Executives with those of shareholders;
link Executive rewards to the achievement of strategic goals and performance of the Company; and
ensure that the total remuneration paid by the Company is competitive by market standards.

Short Term Incentive (‘STI’)

STI is an annual plan that applies to Executives and other employees and is based on Group, division and individual performance during the financial year. STI ranges vary depending on the position and responsibility of each Executive. Actual STI payments granted to each Executive depend on the extent to which the specific targets set at the beginning of each financial year are met.

Group objectives, and their relative weighting, vary depending on position and responsibility, but in respect of the year ended 30 June 2009 included the achievement of:
earnings before interest, tax, depreciation and amortisation (‘EBITDA’) targets;
revenue targets; and
expense performance targets.

These measures are chosen as they represent the key drivers for the short term success of the business and provide a framework for delivering long term value.

Personal and operating objectives vary according to the role and responsibility of the Executive and include objectives such as service delivery to customers, project delivery, compliance outcomes, intellectual property management and various staff management and leadership objectives.

The Corporate Governance Committee continues to develop policies directed at achieving these objectives. Any such STI payments which may be made are delivered as a cash bonus during the following reporting period. During the year ended 30 June 2009, STI payments totalling $92,150 were made to Executives and employees of the Company in respect of the 2008 financial year.

Long Term Incentive (‘LTI’)

The objective of the Group’s LTI arrangements is to reward Executives in a manner that aligns their remuneration with the creation of shareholder wealth. As such, LTI grants are only made to Executives who are able to influence the generation of shareholder wealth and thus have an impact on the Group’s long term profitability. Participation in the Group’s LTI program is subject to the approval of the Corporate Governance Committee. There are no specific performance hurdles, apart from vesting provisions, in respect of the LTI grants made to Executives.

LTI grants to Executives are delivered in the form of options over unissued ordinary shares in the Company which are granted under the terms and conditions of the Company’s Employee Option Plan. Selected Executives and other key employees, who contribute significantly to the long term profitability of the Company, are invited to participate in the Employee Option Plan, usually on an annual basis. The remuneration value of these grants varies and is determined with reference to the nature of the individual’s role, as well as his or her individual potential and specific performance.

REMUNERATION REPORT (AUDITED) (cont.)

Variable remuneration (cont.)

The options, which are granted at no cost, generally have a five-year life and vest fully at the end of three years from the date on which they are granted. During the year ended 30 June 2009, a net share-based payments credit totalling $43,497 was generated by the Company in respect of options which had previously been granted to selected Executives and other employees but which had been forfeited during the year.

In cases where an Executive ceases employment prior to the vesting of his or her options, the options are forfeited after a prescribed period if they have not been previously exercised. The prescribed period ranges from one to twelve months, depending on the circumstances under which they left the Company, e.g. resignation, retirement, termination or death. In the event of a change of control of the Company, the performance period end date will be brought forward to the date of the change of control and awards will vest over this shortened period.

Employment contracts

The Chief Executive Officer, Dr. Paul MacLeman, is employed under an employment contract which took effect on 4 May 2009. The key terms and conditions of Dr. MacLeman’s appointment are:

Dr. MacLeman receives a base salary of $220,000 per annum and statutory superannuation contributions as prescribed under the Superannuation Guarantee legislation;
Dr. MacLeman’s appointment is subject to a probation period of six months which will expire on 4 November 2009;
Dr. MacLeman is entitled to receive an STI equivalent to a maximum of 30% of his base salary based on achievement of Key Performance Indicators, as agreed with the Board from time to time;
Dr. MacLeman is also entitled to receive an LTI in the form of 3,600,000 options over unissued shares in the Company. The options will be granted at the expiration of the six-month probation period, will expire five years from the date of grant and will vest in three equal tranches at the expiry of 12, 24 and 36 months from the date of grant, respectively. The exercise price of the options will be calculated as being a 25% premium to the five-day volume weighted average price of the Company’s shares immediately prior to the date of grant;
Dr. MacLeman may resign from his position, and thus terminate the contract, by giving up to five months written notice and the Company may terminate Dr. MacLeman’s contract by providing similar written notice or providing payment in lieu of the notice period; and
the Company may terminate Dr. MacLeman’s contract at any time without notice if serious misconduct has occurred. Where termination with cause occurs, Dr. MacLeman is only entitled to receive that portion of remuneration which is fixed and only up to the date of termination. In this instance, all entitlements to both STI and LTI are forfeited and would lapse.

The key provisions contained in the employment contracts for other Key Management Personnel who were in office as at the date of this Report, being Mr. Thomas Howitt and Ms. Luisa Ashdown, are:

the Executive receives a base salary and statutory superannuation contributions, as prescribed under the Superannuation Guarantee legislation, together with certain STI payments based on achievement of Key Performance Indicators, as agreed with the Chief Executive Officer from time to time;
the Executive may resign from his/her position and thus terminate the contract by giving one months written notice;
the Company may terminate the contract by providing one months written notice or payment in lieu of notice; and
the Company may terminate the contract without notice in the event that serious misconduct has occurred. In this instance, all entitlements to both STI and LTI are forfeited and will lapse.

There are no employment contracts in place with any Non-Executive Director of the Company.

Genetic Technologies 2009 Annual Report 35

Building a sustainable DNA testing business

DIRECTORS’ REPORT (cont.)

REMUNERATION REPORT (AUDITED) (cont.)

Remuneration of Key Management Personnel

	SHORT-TERM		POST-EMPLOYMENT	LONG-TERM	SHARE-BASED
YEAR	SALARY/FEES $	OTHER $	SUPERANNUATION $	LONG SERVICE LEAVE $	OPTIONS $	TOTALS $
Name and title of Director Fred Bart Non-Executive Chairman 2009 2008 Sidney C. Hack1 Non-Executive Director 2009 2008 Huw D. Jones2 Non-Executive Director 2009 2008 Henry Bosch AO3 Ex. Non-Executive Chairman 2009 2008 David Carruthers3 Ex. Non-Executive Director 2009 2008 John S. Dawkins AO3 Ex. Non-Executive Director 2009 2008 Dr. Mervyn Jacobson4 Ex. Non-Executive Director 2009 2008 Dr. Leanne Rowe AM3 Ex. Non-Executive Director 2009 2008 Sub-totals for Directors 2009 2008	62,324 42,282 – – 30,810 – 57,981 126,846 19,327 50,000 19,327 42,282 22,724 138,461 – – 212,493 399,871	– – – – – – – – – – – – – – – – – –	5,609 3,805 33,583 – 2,773 – – – 1,739 4,500 1,739 3,805 – – 21,066 11,353 66,509 23,463	– – – – – – – – – – – – – – – – – –	– – – – – – – 12,921 – – – 12,921 – – – – – 25,842	67,933 46,087 33,583 – 33,583 – 57,981 139,767 21,066 54,500 21,066 59,008 22,724 138,461 21,066 11,353 279,002 449,176
	SHORT-TERM		POST-EMPLOYMENT	LONG-TERM	SHARE-BASED
YEAR	SALARY/FEES $	OTHER $	SUPERANNUATION $	LONG SERVICE LEAVE $	OPTIONS $	TOTALS $
Name and title of Executive Dr. Paul D.R. MacLeman5 Chief Executive Officer 2009 2008 Thomas G. Howitt6,7 Chief Financial Officer and Company Secretary 2009 2008 M. Luisa Ashdown8,9 Int. Chief Operating Officer 2009 2008 Michael B. Ohanessian10,11,12 Ex. Chief Executive Officer 2009 2008 Ross Barrow13,14 Ex. Chief Operating Officer 2009 2008 Dr. Gary Cobon15,16 Ex. Chief Operating Officer 2009 2008 Sub-totals for Executives 2009 2008 Total remuneration of Key Management Personnel 2009 2008	35,821 – 214,000 200,000 141,440 – 183,616 239,252 115,821 54,006 – 66,047	– – 55,000 35,000 5,000 – 345,000 – – – – 82,500 405,000 117,500 405,000 117,500	3,224 – 24,210 21,150 13,180 – 39,466 20,769 11,337 4,860 – 74,619 91,417 121,398 157,926 144,861	– – 7,863 4,403 4,628 – (356) 356 – – – – 12,135 4,759 12,135 4,759	– – 28,083 30,759 5,880 – (68,175) 68,175 – – – – (34,212) 98,934 (34,212) 124,776	39,045 – 329,156 291,312 170,128 – 499,551 328,552 127,158 58,866 – 223,166 1,165,038 901,896 1,444,040 1,351,072
	690,698 559,305
	903,191 959,176

REMUNERATION REPORT (AUDITED) (cont.)

Remuneration of Key Management Personnel (cont.)

The details of those Executives nominated as Key Management Personnel under section 300A of the Corporations Act 2001 have been disclosed in this Report. No other employees of the Company meet the definition of ‘Key Management Personnel’ as defined in IAS 24/(AASB 124) Related Party Disclosures , or ‘senior manager’ as defined in the Corporations Act 2001 . Notes:

[1] Mr. Hack was appointed as a Director of the Company on 19 November 2008.
[2]
Mr. Jones was appointed as a Director of the Company on 19 November 2008.
[3]
Messrs. Bosch, Carruthers, Dawkins and Dr. Rowe were removed as Directors of the Company on 19 November 2008.
[4]
Dr. Jacobson resigned as a Director of the Company on 12 December 2008.
[5]
Dr. MacLeman was appointed as Chief Executive Officer of the Company on 4 May 2009.
[6]
Mr. Howitt also served as Interim Chief Executive Officer of the Company from 17 December 2008 until 3 May 2009.
During the year ended 30 June 2009, Mr. Howitt received an STI payment of $40,000 in respect of the prior year and an additional payment of $15,000 in recognition of his acting as Interim Chief Executive Officer during the year.
[7]
[8]
Ms. Ashdown was appointed as Interim Chief Operating Officer of the Company on 7 January 2009. She was not classified as part of Key Management Personnel during the year ended 30 June 2008.
During the year ended 30 June 2009, Ms. Ashdown received an additional payment of $5,000 in recognition of her acting as Interim Chief Operating Officer during the year.
[9]
[10]
Mr. Ohanessian was removed as a Director and as Chief Executive Officer of the Company on 19 November 2008. During the year ended 30 June 2009, Mr. Ohanessian received $345,000 in respect of a termination benefit and $30,000 in respect of a motor vehicle allowance.
[11]
[12]
The share-based payments credit attributable to Mr. Ohanessian during the year ended 30 June 2009 arose from the forfeiture of his options following his removal as Chief Executive Officer of the Company on 19 November 2008.
[13]
Mr. Barrow was appointed as the Company’s Chief Operating Officer on 14 April 2008.
[14]
Mr. Barrow resigned as the Company’s Chief Operating Officer on 31 December 2008.
[15]
Dr. Cobon resigned as the Company’s Chief Operating Officer on 28 March 2008.
During the year ended 30 June 2008, Dr. Cobon received $82,500 in respect of a termination benefit.
[16]

Options granted and vested as part of remuneration during the year ended 30 June 2009

During the year, certain options which had been granted as equity compensation benefits to Executives vested, as disclosed below. The options were issued at no charge and entitle the holder to acquire one fully paid ordinary share in the Company at the respective exercise price.

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NUMBER OF OPTIONS EXERCISE NUMBER FAIR VALUE FINAL
VESTED GRANTED PRICE EXPIRED PER OPTION VESTING DATE
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Name of Executive Thomas G. Howitt Thomas G. Howitt Michael B. Ohanessian1 Ross Barrow2 Totals	187,500 62,500 – – 250,000	– $0.48 – $0.53 – $0.17 – $0.13 –	– $0.139 6 Sep. 2008 – $0.197 12 Aug. 2009 (3,650,602) $0.083 N/A (1,000,000) $0.045 N/A (4,650,602)

Notes:

[1] The 3,650,602 options which were granted to Mr. Ohanessian were forfeited on 19 May 2009.
[2] The 1,000,000 options which were granted to Mr. Barrow were forfeited on 31 January 2009.

Options granted and vested as part of remuneration during the year ended 30 June 2008

During the year ended 30 June 2008, certain options which had been granted as equity compensation benefits to Directors and Executives vested, as disclosed below. The options were issued at no charge and entitle the holder to acquire one fully paid ordinary share in the Company at the respective exercise price.

Note: The Company and the Group had only five Executives, as defined, during the year ended 30 June 2009. The column above entitled ‘Other’ of $405,000 (2008: $117,500) comprises termination benefits of $345,000 (2008: $82,500) and bonuses of $60,000 (2008: $35,000) (refer notes below).

Genetic Technologies 2009 Annual Report 37

Building a sustainable DNA testing business

DIRECTORS’ REPORT (cont.)

REMUNERATION REPORT (AUDITED) (cont.)

Options granted and vested as part of remuneration during the year ended 30 June 2008 (cont.)

DIRECTORS’ MEETINGS

Meeting attendances

	NUMBER O	F OPTIONS EXERCISE PRICE GRANTED	The number of meetings of Directors (including meetings of the two sub-committees of the Board) held during the financial year, and the number of such meetings attended by each Director, were as follows: DIRECTORS’ MEETINGS SUB-COMMITTEES OF THE BOARD ELIGIBLE ATTENDED AUDIT CORPORATE GOVERNANCE ELIGIBLE ATTENDED ELIGIBLE ATTENDED Name of Director Fred Bart 17 16 3 3 – – Sidney C. Hack1 9 9 3 3 – – Huw D. Jones1 9 9 3 3 – – Henry Bosch AO2 7 7 3 3 1 1 David Carruthers2 7 7 3 3 – – John S. Dawkins AO2 7 7 3 1 – – Dr. Mervyn Jacobson3 11 10 – – 1 1 Michael B. Ohanessian2 7 6 – – 1 1 Dr. Leanne Rowe AM2 7 7 – – – – NUMBER EXPIRED FAIR VALUE PER OPTION FINAL VESTING DATE (500,000) $0.285 N/A (500,000) N/A N/A (500,000) $0.285 N/A (2,000,000) N/A N/A (3,500,000) – $0.083 24 Sep. 2010 – $0.139 6 Sep. 2008 – $0.197 12 Aug. 2009 – $0.084 23 Oct. 2010 – $0.045 30 June 2011 – (3,500,000)
	VESTED
Name of Director Henry Bosch AO1 Fred Bart John S. Dawkins AO1 Dr. Mervyn Jacobson Sub-totals for Directors Name of Executive Michael B. Ohanessian2 Thomas G. Howitt Thomas G. Howitt Thomas G. Howitt3 Ross Barrow4 Sub-totals for Executives Totals	125,000 – 125,000 – 250,000 – 187,500 62,500 – – 250,000 500,000	– $0.56 – $0.56 – $0.56 – $0.56 – 3,650,602 $0.17 – $0.48 – $0.53 1,000,000 $0.22 1,000,000 $0.13 5,650,602 5,650,602

Notes:

[[1]]

[[1]] The options which had been granted to Messrs. Bosch and Dawkins expired on 4 December 2007.

[2] The 3,650,602 options which were granted to Mr. Ohanessian were granted on 24 September 2007 and were subsequently forfeited during the year ended 30 June 2009 following his removal as Chief Executive Officer (refer above).

[3]

The 1,000,000 options which were granted to Mr. Howitt were granted on 23 October 2007. They will expire on 23 October 2012 and will vest fully on 23 October 2010.

[4] The 1,000,000 options which were granted to Mr. Barrow were granted on 30 June 2008 and were subsequently forfeited during the year ended 30 June 2009 following his resignation as Chief Operating Officer (refer above).

Fair values of options

During the year ended 30 June 2009, a total of 6,775,602 options that had previously been issued under the Staff Share Plan to employees, some of whom have since resigned from the Company, lapsed. Of this number, a total of 5,700,602 options were forfeited, whilst the remaining 1,075,000 options expired. The lapsed options had no fair value on the date they lapsed as they were ‘out of the money’. No options were exercised during the year ended 30 June 2009 (refer Note 27 for details). The fair value of each option is estimated on the grant date using a Black-Scholes option-pricing model with the following weighted average assumptions used for grants made during the years ended 30 June 2009 and 30 June 2008, respectively.

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2009 2008
Dividend yield – –
Expected volatility and historical volatility N/A 75%
Option exercise prices N/A $0.17 to $0.22
Weighted average exercise price N/A $0.19
Risk-free interest rate N/A 5.99% – 6.50%
Expected life of options N/A 3 years – 5 years
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No options were granted during the year ended 30 June 2009.
[1] Messrs. Hack and Jones were appointed as Directors of the Company on 19 November 2008.
[2]

Messrs. Bosch, Carruthers, Dawkins, Ohanessian and Dr. Rowe were removed as Directors of the Company on 19 November 2008.

Dr. Jacobson resigned as a Director of the Company on 12 December 2008.

In accordance with the Charter, the auditor attended five meetings of the Audit Committee at the request of the Committee.

Sub-committee membership

As at the date of this Report, the Company had an Audit Committee and a Corporate Governance Committee of the Board of Directors (the latter being formerly known as the Nomination and Remuneration Committee).

The individuals who served as members of these Committees during the 2009 financial year were:

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AUDIT COMMITTEE CORPORATE GOVERNANCE COMMITTEE
PERIOD SERVED PERIOD SERVED
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Name of Member
Fred Bart	19 November 2008 to 30 June 2009	Not applicable
Sidney C. Hack1	19 November 2008 to 30 June 2009	19 November 2008 to 30 June 2009
Huw D. Jones	19 November 2008 to 30 June 2009	12 December 2008 to 30 June 2009
Henry Bosch AO2	1 July 2008 to 19 November 2008	1 July 2008 to 19 November 2008
David Carruthers3	1 July 2008 to 19 November 2008	Not applicable
John S. Dawkins AO	1 July 2008 to 19 November 2008	1 July 2008 to 19 November 2008
Dr. Mervyn Jacobson4 Michael B. Ohanessian	Not applicable Not applicable	1 July 2008 to 12 December 2008 1 July 2008 to 19 November 2008
Dr. Leanne Rowe AM	Not applicable	Not applicable

Notes:

The resulting weighted average fair values per option for those options vesting on or after 1 July 2009 are:

NAME OF EXECUTIVE	OPTIONS	GRANT DATE	EXPIRY DATE	WEIGHTED AVE. FAIR VALUE
Thomas G. Howitt	62,500	12 Aug. 2005	12 Aug. 2011	$0.197
Thomas G. Howitt	1,000,000	23 Oct. 2007	23 Oct. 2012	$0.084
M. Luisa Ashdown	300,000	23 Oct. 2007	23 Oct. 2012	$0.084

[1] Mr. Hack served as the Chairman of the Audit Committee from 19 November 2008 to 30 June 2009. He also served as the Chairman of the Corporate Governance Committee from 12 December 2008 to 30 June 2009.

Mr. Bosch served as the Chairman of the Corporate Governance Committee from 1 July 2008 to 19 November 2008.

Mr. Carruthers served as the Chairman of the Audit Committee from 1 July 2008 to 19 November 2008.

Dr. Jacobson served as the Chairman of the Corporate Governance Committee from 19 November 2008 to 12 December 2008.

Genetic Technologies 2009 Annual Report 39

Building a sustainable DNA testing business

DIRECTORS’ REPORT (cont.)

CORPORATE GOVERNANCE STATEMENT

AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES

Auditor independence

The Directors have received an independence declaration from Ernst & Young, the auditor of Genetic Technologies Limited, as reproduced on page 87 of this Annual Report.

Non-audit services

During the financial year, the auditor of Genetic Technologies Limited, Ernst & Young, provided the Company with certain nonaudit services, in addition to its normal audit services. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that audit independence was not compromised.

During the year, the following fees were paid or payable to the auditors of Genetic Technologies Limited and its subsidiaries:

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CONSOLIDATED
2009 2008
$ $
Audit services
Ernst & Young Australia in respect of:
Audit and review of the Financial Report [1] 541,532 177,500
Other audit firms in respect of:
Audit and review of the Financial Reports of subsidiaries 10,826 8,241
Total remuneration in respect of audit services 552,358 185,741
Non-audit services
Ernst & Young Australia in respect of:
Tax advice and compliance services 99,480 38,350
Ernst & Young South Korea in respect of:
Due diligence and advisory services 20,618 –
Total remuneration in respect of non-audit services 120,098 38,350
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Note:

[1] Audit fees paid during the year ended 30 June 2009 include the fees paid by the Company to Ernst & Young in respect of its US reporting requirements for the year ended 30 June 2008.

Signed in accordance with a resolution of the Directors.

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FRED BART Non-Executive Chairman

INTRODUCTION

During the 2009 financial year, the Board of Genetic Technologies Limited made a number of amendments to the Company’s policies and practices to strengthen its corporate governance and to bring it more closely into line with the Recommendations of the ASX Corporate Governance Council. Following the release by the Council of the second edition of the Corporate Governance Principles and Recommendations on 2 August 2007, the Company’s governance structure has been further reviewed in light of the new guidance.

In most respects, Genetic Technologies Limited complies with the Recommendations however, in several areas, policies and practices are being further developed to bring them more closely into line. As new policies are produced, or as the existing ones are amended, they are published on the Company’s website.

As at the date of this Statement, the following eleven Corporate Governance documents had been adopted by the Board, in addition to the Company’s Constitution which was revised and subsequently approved by the Company’s shareholders in November 2005. The most significant policies are published on the Company’s website: www.gtg.com.au

Board Charter, which defines the role of the Board and that of Management;
Audit Committee Charter;
Corporate Governance Committee Charter;
Board Protocol, which clarifies the responsibilities of Directors and the Company’s expectations of them;
Code of Conduct, including a Document Retention Policy;
Board Performance Evaluation Policy;
Risk and Compliance Policy;
Continuous Disclosure Policy;
Securities Trading Policy;
Shareholder Communications Policy; and
Whistleblower Policy.

ASX PRINCIPLES AND RECOMMENDATIONS

The following statements relate to the second edition of the Principles and Recommendations that were released by the ASX Corporate Governance Council on 2 August 2007.

Principle 1: Lay solid foundations for management and oversight

The Board of Directors of Genetic Technologies Limited is responsible for the corporate governance of the Group. The Board guides and monitors the business and affairs of Genetic Technologies Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Board Charter and a separate statement of ‘Matters Reserved for the Board’, both of which have been adopted by the Board, meet the definition of ‘good practice’. A formal letter of appointment for new directors has been adopted. The Board protocol is also relevant.

The process for evaluating senior executives is referred to in the Board Charter and is developed further in the Corporate Governance Committee Charter. The performance evaluation relating to the 2009 financial year was completed after the end of the reporting period. Further information is provided in the Remuneration Report on pages 31 to 38 inclusive of the Financial Report.

Principle 2: Structure the Board to add value

Since the completion of the 2006 Corporate Governance Statement, the Company has restructured its Board so that it complies with ASX Recommendations 2.1, 2.2 and 2.3. There is now a majority of Independent Directors on the Board.

Melbourne, 28 August 2009

Genetic Technologies 2009 Annual Report 41

Building a sustainable DNA testing business

CORPORATE GOVERNANCE STATEMENT (cont.)

ASX PRINCIPLES AND RECOMMENDATIONS (cont.)

Principle 2: Structure the Board to add value (cont.)

The skills, experience and expertise relevant to the position of director held by each Director in office as at the date of this Statement is included in the Directors’ Report which forms part of the Financial Report. Directors of Genetic Technologies Limited are considered to be independent when they are independent of Management and free from any business or other relationship that could materially interfere with – or could reasonably be perceived to materially interfere with – the exercise of their unfettered and independent judgement.

The independence of each Director has been considered by the Board during the reporting period. In the context of director independence, ‘materiality’ is considered from both the perspective of the Company and each individual Director. Directors holding more than 5% of the Company’s shares are not considered to be independent.

In accordance with the definition of independence above, and the materiality threshold set, the following Directors of Genetic Technologies Limited are considered to be independent:

NAME	POSITION
Sidney C. Hack	Non-Executive Director
Huw D. Jones	Non-Executive Director

There are procedures in place, as agreed by the Board, to enable Directors, in furtherance of their duties, to seek independent professional advice at the Company’s expense.

The approximate terms in office of each Director in office at the date of this Statement are set out below. Additional details regarding Board appointments are included on the Company’s website.

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NAME TERM IN OFFICE
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Fred Bart	12 years, 11 months
Sidney C. Hack Huw D. Jones	9 months 9 months

The Board Performance Evaluation Policy is published on the Company’s website. A review of Board performance, with the assistance of an external consultant, was conducted during the 2006 financial year however, due to several changes in the structure and composition of the Board, no such review was conducted during the 2009 financial year.

ASX PRINCIPLES AND RECOMMENDATIONS (cont.)

Principle 4: Safeguard integrity in financial reporting

The Board has established an Audit Committee which operates under a specific Charter approved by the Board. It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators.

The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control and ethical standards for the management of the Group to the Audit Committee. The Audit Committee also provides the Board with assurance regarding the reliability of financial information for inclusion in the Company’s financial reports.

As at the date of this Statement, the members of the Audit Committee were:

Sidney C. Hack (Chairman)

Fred Bart

Huw D. Jones

Details of Directors’ attendances at meetings of the Audit Committee are provided in the Directors’ Report on page 39.

Principle 5: Make timely and balanced disclosure

The Board has adopted and published a Continuous Disclosure Policy which was reviewed during the reporting period.

Principle 6: Respect the rights of shareholders

The Board has adopted and published a Shareholder Communications Policy and shareholder participation at general meetings of shareholders is encouraged.

Principle 7: Recognise and manage risk

The Company’s Risk and Compliance Policy covers the controls necessary to manage the identified risks. During the previous financial year, the Company expanded its risk management activities with the establishment of a Risk Management Committee which meets to evaluate risks faced by the business and reports back to the Audit Committee its findings on the effective management of those risks which have been identified.

The Board has received assurances from the CEO and the CFO that the declaration provided by them in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and that the system is operating in all material respects in relation to the financial reporting risks.

Corporate Governance Committee

During the 2005 financial year, the Board established a Nomination and Remuneration Committee, which meets to ensure that the Board continues to operate within the established guidelines including selecting candidates for the position of Director. During the 2006 financial year, the Committee’s role was expanded to include matters related to the Company’s Corporate Governance affairs and its name changed to the Corporate Governance Committee to reflect that additional role. The members of the Committee have the right to appoint an independent consultant to attend meetings of the Committee, as appropriate.

As at the date of this Statement, the members of the Corporate Governance Committee were:

Sidney C. Hack (Chairman)

Huw D. Jones

Details of Directors’ attendances at meetings of the Corporate Governance Committee are provided in the Directors’ Report on page 39.

Principle 8: Remunerate fairly and responsibly

It is the Company’s objective to provide maximum shareholder benefit from the retention of a high quality Board and executive team by remunerating Directors and key Executives fairly and appropriately with reference to relevant employment market conditions. A full discussion of the Company’s remuneration philosophy and framework and the remuneration received by Directors and Executives during the 2009 financial year is included in the Remuneration Report, which is contained within the Directors’ Report.

The Board has delegated to the Corporate Governance Committee the responsibility for the detailed oversight of remuneration matters. The Committee, which comprises a majority of Independent Directors, is chaired by an Independent Director. The Charter of the Committee is published on the Company’s website.

During the 2009 financial year, further work was undertaken to improve the structure of the Company’s incentive system generally.

Principle 3: Promote ethical and responsible decision making

The Company’s Code of Conduct, Whistleblower Policy and Securities Trading Policy are published on its website. The Board considers that the Company complies with this Principle.

Genetic Technologies 2009 Annual Report 43

Building a sustainable DNA testing business

FINANCIAL STATEMENTS

INCOME STATEMENTS

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
FOR THE YEAR ENDED 30 JUNE NOTES 2009 2008 2009 2008
$ $ $ $
Revenue from operations
Genetic testing services 4,599,286 3,918,692 – –
Reproductive services 782,803 – – –
Total revenue from operations 5,382,089 3,918,692 – –
Less: cost of sales 6 (2,203,839) – – –
Gross profit from operations 3,178,250 3,918,692 – –
Other revenue 4 6,012,014 11,689,120 5,966,802 11,577,104
Other income 5 787,529 276,606 498,904 100,000
Employee benefits expenses 6 (6,439,549) (6,568,966) (6,045,907) (2,925,098)
Amortisation and depreciation expenses 6 (3,987,996) (4,755,155) (204,486) (1,087,310)
Legal and patent fees (1,386,393) (873,854) (1,143,484) (596,202)
Administration expenses (1,304,682) (839,226) (1,015,759) (469,036)
Contract research and trial expenses (1,209,260) (1,267,748) – –
Genetic testing expenses (748,254) (1,599,644) – –
Rent and outgoings (584,980) (533,644) – –
Royalties, license fees and commissions paid (354,684) (889,520) (342,351) (869,536)
Impairment losses and other write-downs 6 (318,025) (2,378,000) (3,748,494) (11,420,045)
Marketing and promotion expenses (272,726) (221,644) (70,425) (8,999)
Finance costs 6 (89,499) (66,763) (35,157) (45,546)
– –
Net foreign exchange losses (254,954) (261,958)
Other expenses (1,140,066) (1,086,938) (895,398) (764,332)
Loss before income tax (7,858,321) (5,451,638) (7,035,755) (6,770,958)
Income tax expense 7 – – – (1,344,005)
Loss for the year (7,858,321) (5,451,638) (7,035,755) (8,114,963)
Loss is attributable to:
Equity holders of Genetic Technologies Limited (7,841,073) (5,446,089) (7,035,755) (8,114,963)
Minority interests 26 (17,248) (5,549) – –
(7,858,321) (5,451,638) (7,035,755) (8,114,963)
Earnings per share (cents per share)
Basic loss for the year attributable to the ordinary
equity holders of Genetic Technologies Limited 8 (2.1) (1.5)
Diluted loss for the year attributable to the ordinary
equity holders of Genetic Technologies Limited 8 (2.1) (1.5)
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BALANCE SHEETS

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
AS AT 30 JUNE NOTES 2009 2008 2009 2008
$ $ $ $
ASSETS
Current assets
Cash and cash equivalents 9 7,826,902 12,920,772 7,091,176 11,950,808
Trade and other receivables 10 1,829,239 1,596,738 417,936 398,786
Prepayments and other assets 11 446,825 857,225 134,681 127,455
Performance bond and deposits 12 200 519,117 200 519,117
Total current assets 10,103,166 15,893,852 7,643,993 12,996,166
Non-current assets
Receivables 13 – – 5,692,928 5,066,558
Available-for-sale investments 14 255,000 207,195 255,000 207,195
Property, plant and equipment 15 3,010,025 1,703,757 277,349 313,887
Intangible assets and goodwill 16 4,609,540 6,289,774 264,496 317,833
Other assets 17 – – 1,955,590 451,246
Total non-current assets 7,874,565 8,200,726 8,445,363 6,356,719
Total assets 17,977,731 24,094,578 16,089,356 19,352,885
LIABILITIES
Current liabilities
Trade and other payables 18 2,158,557 1,786,412 4,096,052 1,846,565
Interest-bearing liabilities 19 373,444 111,117 201,780 111,117
Deferred revenue 20 229,008 138,941 – –
Withholding tax payable 370,346 326,361 370,346 326,361
Provisions 21 648,030 684,171 645,220 313,073
Total current liabilities 3,779,385 3,047,002 5,313,398 2,597,116
Non-current liabilities
Interest-bearing liabilities 22 – 187,082 – 187,082
Provisions 21 86,301 75,421 86,301 11,445
Total non-current liabilities 86,301 262,503 86,301 198,527
Total liabilities 3,865,686 3,309,505 5,399,699 2,795,643
Net assets 14,112,045 20,785,073 10,689,657 16,557,242
EQUITY
Contributed equity 23 71,285,663 70,243,996 71,285,663 70,243,996
Reserves 24 1,701,899 1,588,804 1,708,540 1,582,037
Accumulated losses 25 (59,030,262) (51,189,189) (62,304,546) (55,268,791)
Parent entity interest 13,957,300 20,643,611 10,689,657 16,557,242
Minority interests 26 154,745 141,462 – –
Total equity 14,112,045 20,785,073 10,689,657 16,557,242
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Genetic Technologies 2009 Annual Report 45

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

CASH FLOW STATEMENTS

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
FOR THE YEAR ENDED 30 JUNE NOTES 2009 2008 2009 2008
$ $ $ $
Cash flows (used in)/from operating activities
Receipts from customers 9,216,374 12,961,170 3,398,092 9,542,211
Payments to suppliers and employees (15,224,721) (13,642,885) (8,431,533) (5,025,772)
Interest received 585,776 919,447 571,270 889,589
Other income 469,430 217,076 100,000 –
Refund of performance bond 68,917 – 68,917 –
Interest paid (39,267) (32,038) (23,117) (32,038)
Net cash flows (used in)/from operating activities 9 (4,923,491) 422,770 (4,316,371) 5,373,990
Cash flows (used in)/from investing activities
Proceeds from the sale of plant and equipment 338,269 70,611 104,930 25,391
Purchases of plant and equipment (213,300) (118,010) (98,775) (6,835)
Investment in Frozen Puppies Dot Com Pty. Ltd. (469,730) – (500,000) –
Costs incurred on acquisition of subsidiary (8,430) – (8,430) –
Net cash flows (used in)/from investing activities (353,191) (47,399) (502,275) 18,556
Cash flows used in financing activities
Repayment of hire purchase principal (192,591) (528,899) (112,255) (528,899)
Net advances to subsidiaries – – (363,338) (5,078,303)
Net cash flows used in financing activities (192,591) (528,899) (475,593) (5,607,202)
Net decrease in cash and cash equivalents (5,469,273) (153,528) (5,294,239) (214,656)
Cash and cash equivalents at beginning of year 13,370,772 13,783,750 12,400,808 12,871,287
Net foreign exchange difference (74,597) (259,450) (15,393) (255,823)
Cash and cash equivalents at end of year 9 7,826,902 13,370,772 7,091,176 12,400,808
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STATEMENTS OF CHANGES IN EQUITY

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ATTRIBUTABLE TO MEMBERS OF GENETIC TECHNOLOGIES LIMITED
CONTRIBUTED ACCUMULATED PARENT MINORITY
EQUITY RESERVES LOSSES INTERESTS INTERESTS TOTAL EQUITY
$ $ $ $ $ $
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CONSOLIDATED At 30 June 2007 Currency translation differences Loss for the year Total recognised income and expense for the year Share of issued capital Share-based payments At 30 June 2008 Currency translation differences Loss for the year Net gain on available-for-sale investments Total recognised income and expense for the year Shares issued during the year Share of issued capital Share-based payments At 30 June 2009 GENETIC TECHNOLOGIES LIMITED At 30 June 2007 Loss for the year Total recognised income and expense for the year Share-based payments At 30 June 2008 Loss for the year Net gain on available-for-sale investments Total recognised income and expense for the year Shares issued during the year Share-based payments At 30 June 2009	70,243,996 – – - – – 70,243,996 – – – - 1,041,667 – – 71,285,663 70,243,996 – – – 70,243,996 – – – 1,041,667 – 71,285,663	1,456,895 (32,624) – (32,624) – 164,533 1,588,804 (13,408) – 170,000 156,592 – – (43,497) 1,701,899 1,417,504 – – 164,533 1,582,037 – 170,000 170,000 – (43,497) 1,708,540	(45,743,100) – (5,446,089) (5,446,089) – – (51,189,189) – (7,841,073) - (7,841,073) – – – (59,030,262) (47,153,828) (8,114,963) (8,114,963) – (55,268,791) (7,035,755) - (7,035,755) – – (62,304,546)	25,957,791 (32,624) (5,446,089) (5,478,713) – 164,533 20,643,611 (13,408) (7,841,073) 170,000 (7,684,481) 1,041,667 – (43,497) 13,957,300 24,507,672 (8,114,963) (8,114,963) 164,533 16,557,242 (7,035,755) 170,000 (6,865,755) 1,041,667 (43,497) 10,689,657	145,018 (9,161) (5,549) (14,710) 11,154 – 141,462 6,133 (17,248) – (11,115) – 24,398 – 154,745 – – – – – – – – – – –	26,102,809 (41,785) (5,451,638) (5,493,423) 11,154 164,533 20,785,073 (7,275) (7,858,321) 170,000 (7,695,596) 1,041,667 24,398 (43,497) 14,112,045 24,507,672 (8,114,963) (8,114,963) 164,533 16,557,242 (7,035,755) 170,000 (6,865,755) 1,041,667 (43,497) 10,689,657

Genetic Technologies 2009 Annual Report 47

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(b) New accounting standards and interpretations (cont.)

IAS 39 (AASB 2008-8): Amendment to IAS 39 (AASB 139) Financial Instruments: Recognition and Measurement

1. CORPORATE INFORMATION

The Financial Report of Genetic Technologies Limited (the ‘Company’) for the year ended 30 June 2009 was authorised for issue in accordance with a resolution of the Directors dated 28 August 2009. Genetic Technologies Limited is incorporated in Australia and is a company limited by shares. The Company’s ordinary shares are publicly traded on the Australian Securities Exchange under the symbol GTG and, via Level II American Depositary Receipts, on the NASDAQ Global Market under the ticker GENE. The nature of the Group’s activities and operations during the year ended 30 June 2009 are disclosed in the Directors’ Report.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 .

Compliance with IFRS

The Financial Report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the measurement of the available-for-sale investments at fair value.

IAS 39 (AASB 139) Financial Instruments: Recognition and Measurement has been amended and must be applied retrospectively in accordance with IAS 8 (AASB 108) Accounting Policies, Changes in Accounting Estimates and Error. The amendment makes two significant changes. It prohibits inflation as a hedgeable component of a fixed rate debt and prohibits the inclusion of time value in the one-side hedged risk when designating options as hedges. The Group will apply the amended standard from 1 July 2009, if hedging activity is undertaken.
AASB 2008-5 and AASB 2008-6: Improvements to IFRSs

AASB 2008-5 and AASB 2008-6 are applicable to annual reporting periods beginning on or after 1 January 2009 except for amendments to IFRS 5 (AASB 5), which are effective from 1 July 2009. The improvements project is an annual project that provides a mechanism for making non-urgent, but necessary, amendments to IFRSs. The IASB has separated the amendments into two parts: Part 1 deals with changes the IASB has identified which result in accounting changes; whilst Part II deals with either terminology or editorial amendments that the IASB believes will have minimal impact. The Group has not yet determined the extent of the impact of the amendments, if any.

IAS 23 (AASB 123 Revised) and AASB 2007-6: Borrowing Costs and consequential amendments to other Australian Accounting Standards
IAS 23 (AASB 123 Revised) is applicable to annual reporting periods beginning on or after 1 January 2009. These amendments to IAS 23 (AASB 123 Revised) require that all borrowing costs associated with a qualifying asset be capitalised. There will be no impact on the Financial Report of the Group, as the Group does not have any borrowing costs.
IFRS 3 (AASB 3 Revised): Business Combinations

Significant accounting estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires Management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.

(b) New accounting standards and interpretations

In respect of the year ended 30 June 2009, the Group has assessed all new accounting standards mandatory for adoption during the current year, noting no new standards which would have a material affect on the disclosure in these financial statements. There has been no affect on the profit and loss or the financial position of the Group.

Certain Australian accounting standards and interpretations have been issued or amended that are not mandatory for the 30 June 2009 reporting period. The assessment of the impact of these standards and interpretations which are considered to be of relevance to the Group and the parent entity in future reporting periods is set out below.

• IAS 1 (AASB 101 Revised) and AASB 2007-8: Presentation of Financial Statements and consequential amendments to other Australian Accounting Standards

IAS 1 (AASB 101 Revised) and AASB 2007-8 is applicable to annual reporting periods beginning on or after 1 January 2009. IAS 1 (AASB 101 Revised) introduces a statement of comprehensive income. Other revisions include impacts on the presentation of items in the statement of changes in equity, new presentation requirements for restatements or reclassifications of items in the financial statements, changes in the presentation requirements for dividends and changes to the titles of the financial statements. These amendments are only expected to affect the presentation of the Group’s Financial Report and will not have a direct impact on the measurement and recognition of amounts disclosed in the Financial Report. The Group has not determined at this stage whether to present a single statement of comprehensive income or two separate statements.

• IFRS 2 (AASB 2008-1): Amendments to Australian Accounting Standard – Share-based Payments: Vesting Conditions and Cancellations

IFRS 2 (AASB 2008-1) is applicable to annual reporting periods beginning on or after 1 January 2009. The amendments clarify the definition of ‘vesting conditions’, introducing the term ‘non-vesting conditions’ for conditions other than vesting conditions as specifically defined and prescribe the accounting treatment of an award that is effectively cancelled because a non-vesting condition is not satisfied. The Group has share-based payment arrangements that may be affected by these amendments. However, the Group has not yet determined the extent of the impact, if any.

IFRS 3 (AASB 3 Revised) is applicable to annual reporting periods beginning on or after 1 July 2009. The revised standard introduces a number of changes to the accounting for business combinations, the most significant of which allows entities a choice for each business combination entered into – to measure a non-controlling interest (formerly a minority interest) in the acquiree either at its fair value or at its proportionate interest in the acquiree’s net assets. This choice will effectively result in recognising goodwill relating to 100% of the business (applying the fair value option) or recognising goodwill relating to the percentage interest acquired. The changes apply prospectively. The Group will apply the revised standards prospectively to all business combinations and transactions with non-controlling interests from 1 July 2009.

IAS 27 (AASB 127 Revised): Consolidated and Separate Financial Statements
IAS 27 (AASB 127 Revised) is applicable to annual reporting periods beginning on or after 1 July 2009. Under the revised standard, a change in the ownership interest of a subsidiary (that does not result in loss of control) will be accounted for as an equity transaction. If the Group changes its ownership interest in existing subsidiaries in the future, the change will be accounted for as an equity transaction. This will have no impact on goodwill, nor will it give rise to a gain or a loss in the Group’s income statement.
IAS 27 (AASB 2008-7): Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

IAS 27 (AASB 127) has been amended by deleting the ‘cost method’ and requiring all dividends from a subsidiary, jointly controlled entity or associate to be recognised in profit or loss in an entity’s separate financial statements (i.e., parent company accounts). The distinction between pre- and post-acquisition profits is no longer required. However, the payment of such dividends requires the entity to consider whether there is an indicator of impairment. IAS 27 (AASB 127) has also been amended to effectively allow the cost of an investment in a subsidiary, in limited reorganisations, to be based on the previous carrying amount of the subsidiary (that is, share of equity) rather than its fair value. The application of these amendments will not have any material impact on the Financial Report of the Group and the parent entity. However, if the Group enters into any group reorganisation establishing new parent entities, an assessment will need to be made to determine if the reorganisation meets the conditions imposed to be effectively accounted for on a ‘carry-over basis’ rather than at fair value. IAS 27 (AASB 127) is applicable to annual reporting periods beginning on or after 1 July 2009.

These are the only changes which are expected to be of relevance to the Group.

Genetic Technologies 2009 Annual Report 49

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(c) Basis of consolidation

The consolidated financial statements comprise the financial statements of Genetic Technologies Limited and its subsidiaries (collectively the ‘Group’). The financial statements of subsidiaries are prepared for the same reporting period as the parent, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which Genetic Technologies Limited has control. Minority interests represent the interests not held by the Group in Gtech International Resources Limited, ImmunAid Pty. Ltd. and AgGenomics Pty. Ltd.

(d) Foreign currency translation

Both the functional and presentation currency of Genetic Technologies Limited and its Australian subsidiaries is the Australian dollar (AUD). Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities which are denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are taken to the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate ruling at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates ruling at the date when the fair value was determined.

The functional currencies of the Company’s four overseas subsidiaries are as follows:

Gtech International Resources Limited – Canadian dollars (CAD)

Genetic Technologies (Beijing) Limited – Chinese yuan (CNY)

GeneType AG – Swiss francs (CHF)

GeneType Corporation – United States dollars (USD)

As at the reporting date, the assets and liabilities of these overseas subsidiaries are translated into the presentation currency of Genetic Technologies Limited at the rate of exchange ruling at the balance sheet date and the income statements are translated at the weighted average exchange rates for the period. The exchange differences arising on the retranslation are taken directly to a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the income statement.

(e) Fair value estimation

The fair value of financial instruments that are not traded in an active market (for example, non-listed equity securities classified as available-for-sale investments) is determined using valuation techniques, including the last price at which shares were issued to third parties, where amounts are reliably measured. The Group uses various methods and makes assumptions that are based on market conditions existing at each balance date. Information including quoted market prices and details of recent capital raisings is used to determine fair value for these remaining financial instruments. Available-for-sale investments are measured at approximate market value, in cases where fair value cannot be reliably determined.

The carrying values less impairment provisions of trade receivables are assumed to approximate their fair values due to their short-term nature.

(f) Segment reporting

An operating segment is a component of the Group:

that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group);
whose operating results are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and
for which discrete financial information is available.

(g) Earnings per share

Basic EPS is calculated as the net loss attributable to members divided by the weighted average number of ordinary shares.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(h) Revenue recognition

Revenues are recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenues can be reliably measured. Revenues are recognised at the fair value of the consideration received or receivable net of the amounts of Goods and Services Tax (GST). The following specific recognition criteria must also be met before revenue is recognised:

License fees received

License fee income is recorded on the execution of a binding agreement where the Group has no future obligations, income is fixed and determinable, and collection is reasonably assured. The Group does not grant refunds to its customers. Refer also to Note 2(z).

Rendering of services

Revenues from the rendering of services are recognised when the services are provided and the fee for the services provided is recoverable. Service arrangements are of short duration (in most cases less than three months).

Royalties and annuities received

The Company licenses the use of its patented genetic technologies. Royalties and annuities arising from these licenses are recognised when earned in accordance with the substance of the agreement, in cases where no future performance is required by the Company and collection is reasonably assured.

Interest received

Revenue is recognised as the interest accrues using the effective interest method. Interest charged on loans to related parties is charged on commercial and arm’s-length terms and conditions.

Research and development grants received

The Company receives non-refundable non-Government grants that assist it to fund specific research and development projects. These grants generally provide for the reimbursement of approved costs incurred as defined in the various agreements.

(i) Cost of sales

A standard costing system was implemented effective 1 July 2008 which allowed the Company to calculate the direct labour and materials used in each of the genetic tests offered. As a result, this is the first time that cost of sales information has been separately identified in the income statement. Data has not been collected in the prior period in a way that allows reclassification and therefore the Company has determined it is not practicable to recreate the information. Cost of sales information has not been provided in respect of Frozen Puppies Dot Com Pty. Ltd., however, as the business was acquired during the year. Such information will be provided as from 1 July 2009.

(j) Share-based payment transactions

The Group provides benefits to Group employees in the form of share-based payment transactions, whereby employees render services and receive rights over shares (‘equity-settled transactions’). There is currently an Employee Option Plan in place to provide these benefits to executives and employees and the cost of these transactions is measured by reference to the fair value at the date they are granted. The fair value is determined by an external valuer using a Black-Scholes option pricing model.

In valuing equity-settled transactions, no account is taken of any non-market performance conditions. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the relevant vesting conditions are fulfilled, ending on the date that the relevant employees become fully entitled to the award (‘vesting date’).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired; and (ii) the number of awards that, in the opinion of the Directors of the Group, will ultimately vest. This opinion is formed based on the best information available at balance date.

No expense is recognised for any awards that do not ultimately vest. Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. Where appropriate, the dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

The Company’s policy is to treat the share options of terminated employees as forfeitures.

Genetic Technologies 2009 Annual Report 51

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(k) Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and unused tax losses.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(o) Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purposes of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above. Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

(p) Trade and other receivables

Trade receivables, which are non-interest bearing and generally have terms of between 30 to 90 days, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that a receivable is impaired. Such evidence includes an assessment of the debtor’s ability and willingness to pay the amount due. The amount of the allowance/impairment loss is measured as the difference between the carrying amount of the trade receivables and the estimated future cash flows expected to be received from the relevant debtors. Details regarding interest rate and credit risk of current receivables are disclosed in Note 38.

(q) Consumables

Consumables principally comprise laboratory and other supplies and are valued at the lower of cost and net realisable value. Consumable costs are recognised as the purchase price of items from suppliers plus freight inwards and any applicable landing charges. Costs are assigned on the basis of weighted average costs.

(r) Restricted security deposits

Tax consolidation legislation

Genetic Technologies Limited and its wholly-owned Australian-resident subsidiaries have implemented the tax consolidation legislation. The head entity, Genetic Technologies Limited, and the subsidiaries in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right.

In addition to its own current and deferred tax amounts, Genetic Technologies Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from subsidiaries in the tax consolidated group.

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Details about the tax funding agreement are disclosed in Note 7. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreements are recognised as a contribution to (or distribution from) wholly-owned tax subsidiaries.

(l) Withholding tax

The Group generates revenues from the granting of licenses to parties resident in overseas countries. Such revenues may be subject to the deduction of local withholding tax. In certain cases, these revenues are paid to the Group without appropriate withholding tax having been deducted. Accordingly, the Group recognises a provision in respect of the Directors’ best estimate of the amounts which may be payable.

(m) Other taxes

Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST) except where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(n) Finance costs

Finance costs are recognised as an expense when incurred.

Restricted security deposits include cash deposits held as security for the performance of certain contractual obligations.

(s) Investments and other financial assets

All investments are initially recognised at cost, being the fair value of the consideration given plus directly attributable transaction costs. After initial recognition, investments in subsidiaries are carried at cost, less any impairment disclosed in the separate financial statements of Genetic Technologies Limited. Other investments, which are classified as available-for-sale, are measured at fair value if this can reliably be determined or at cost where fair value cannot be reliably determined. Gains or losses on available-for-sale investments are recognised as a separate component of equity until the investment is sold, or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement.

Available-for-sale investments

Available-for-sale investments consist of investments in ordinary shares which have no fixed maturity date or coupon rate. After initial recognition, available-for-sale securities are measured at fair value with gains or losses being recognised as a separate component of equity until such time as the investment is either derecognised or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is recognised in profit or loss. The fair values of investments that are actively traded in organised financial markets are determined by reference to the quoted market bid prices applicable as at the close of business on the balance sheet date.

The fair value of unlisted available-for-sale investments has been estimated using valuation techniques based on assumptions that are not supported by observable market prices or rates. Management believes the estimated fair values (where reliably measured) resulting from the valuation techniques and recorded in the balance sheet are reasonable and the most appropriate at the balance sheet date. Any related changes in fair values are directly recorded in equity. Available-for-sale investments are measured at approximate market value, where fair value cannot be reliably determined.

(t) Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated on either a straight-line or diminishing value basis over the estimated useful life of the respective asset as follows:

Laboratory/veterinary equipment – 3 to 5 years

Computer equipment – 2 to 5 years

Office equipment – 2 to 5 years

Equipment under hire purchase – 3 years

Leasehold improvements – lease term, being between 4 and 10 years

Costs relating to day-to-day servicing of any item of property, plant and equipment, which may include the cost of small parts, are recognised in profit or loss as incurred. The cost of replacing larger parts of some items of property, plant and equipment are capitalised when incurred and depreciated over the period until their next scheduled replacement.

Genetic Technologies 2009 Annual Report 53

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(u) Intangible assets

Patents

Patents held by the Group are used in the licensing, testing and research areas and are carried at cost and amortised on a straight-line basis over their useful lives, being from 5 to 10 years. External costs incurred in filing and protecting patent applications, for which no future benefit is reasonably assured, are expensed as incurred.

Research and development costs

Costs relating to research and development activities are expensed as incurred. An intangible asset arising from development expenditure on an internal project is recognised only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development. To date, all development costs have been expensed as incurred as their recoverability cannot be regarded as assured.

(v) Goodwill

Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following its initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised.

Goodwill is reviewed for impairment at each reporting date, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes and is not larger than an operating segment in accordance with IFRS 8 (AASB 8) Operating Segments .

(w) Impairment of assets (other than goodwill)

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value-in-use cannot be estimated to be close to its fair value. In such cases, the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at its revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If so, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless it reverses a decrement previously charged to equity, in which case the reversal is treated as a revaluation increase. After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(x) Trade and other payables

Trade payables and other payables are carried at amortised cost and represent future liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. Trade payables and other payables generally have terms of between 30 and 60 days.

(y) Leases and hire purchase agreements

Finance leases and hire purchase agreements, which transfer to the Group substantially all the risks and benefits incidental to ownership of the financed item, are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments.

Lease and hire purchase payments are apportioned between finance charges and a reduction of the associated liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as an expense in profit or loss. Capitalised leased assets and assets under hire purchase are depreciated over the shorter of the estimated useful life of the asset or the term of the agreement. Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.

(z) Deferred revenue

License revenues and annuities

License revenues received in respect of future accounting periods are deferred until the Company has fulfilled its obligations under the terms of the agreement. Where deferred revenue relates to a license agreement with a specific term but the Company has no future performance obligations, the revenue is recognised on a straight-line accruals basis over the term in accordance with the substance of the agreements. Where revenue has been deferred because the Company has future performance obligations, revenue is recognised as the Company’s performance obligations are satisfied. Any costs incurred relating to this future revenue are also deferred.

Where a licence agreement provides for the payment of regular annuities to the Company and the licensee has the right to terminate the agreement prior to the payment of those annuities with no penalty, the Company does not recognise revenue until such time as the associated cash payments are received, as it is not considered probable that the benefits of the transaction will flow to the Company until cash collection is made. Where such annuities are paid in advance, the revenue is allocated on a prorata basis with the balance being reflected in the balance sheet as a deferred revenue liability.

Genetic testing and reproductive services revenues

The Company operates facilities which provide genetic testing and reproductive services. The Company recognises revenue from the provision of these services when the services have been completed. Fees received in advance of the testing process or reproductive service are deferred until such time as the Company completes its performance obligations.

Grant revenues

Grants are recognised when there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognised as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate. When the grant relates to an asset, the fair value is credited to a deferred income account and is released to the income statement over the expected useful life of the relevant asset by equal annual instalments.

(aa) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Genetic Technologies 2009 Annual Report 55

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(ab) Employee benefits

Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave and long service leave. Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Any unused sick leave is forfeited and not accumulated at year end. Expenses for non-accumulating sick leave are recognised when the leave is taken during the year and are measured at rates paid or payable.

In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used. Employee benefits expenses and revenues arising in respect of wages and salaries, non-monetary benefits, annual leave, long service leave and other leave benefits and other types of employee benefits are recognised against profits on a net basis in their respective categories.

(ac) Contributed equity

Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a deduction, net of tax, of the share proceeds received. The Company has a share-based payment option plan under which options to subscribe for the Company’s shares have been granted to certain executives and other employees (refer Note 27).

(ad) Interest in joint venture operation

The Group’s interest in its joint venture operation is accounted for by recognising the Group’s assets and liabilities from the joint venture, as well as expenses incurred by the Group and the Group’s share of income earned from the joint venture, in the consolidated financial statements.

3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (cont.)

(a) Significant accounting estimates and assumptions (cont.)

Share-based payments transactions

The Group measures the cost of equity-settled transactions with employees by reference to the value of the equity instruments at the date on which they are granted. The fair value is determined by an external valuer using a Black-Scholes options pricing model, using the assumptions detailed in Note 33.

Useful lives of assets

The estimation of the useful lives of assets has been based on historical experience as well as lease terms (for leased equipment) and patent terms (for patents). In addition, the condition of the assets is assessed at least annually and considered against the remaining useful life and adjustments to useful lives are made when considered necessary. Depreciation and amortisation expenses are detailed in Note 6.

(b) Significant judgements in applying the entity’s accounting policies

Research and development costs

An intangible asset arising from development expenditure on an internal project is recognised only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development.

To date, all development costs have been expensed as incurred as their recoverability cannot be regarded as assured. In addition to the costs incurred by the Company’s research and development group, costs of clinical trials are also included. The costs of research and development are expensed in full in the period in which they are incurred. The Group will only capitalise its development expenses when the specific milestones are met and when the Group is able to demonstrate that future economic benefits are probable.

(ae) Reclassifications

Certain reclassifications have been made in the financial statements to ensure that prior year comparatives conform to current year presentations.

3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

(a) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of certain assets and liabilities within the next annual reporting period are set out below.

Impairment of intangible assets and goodwill

The Group determines whether intangible assets with indefinite useful lives, including goodwill, are impaired on at least a bi-annual basis, in accordance with the accounting policies stated in Notes 2(v) and 2(w). This process requires an estimation to be made of the recoverable amount of the cash-generating units to which the respective assets are allocated. These calculations require the use of assumptions which are detailed in Note 16.

Income and withholding taxes

The Group is subject to income and withholding taxes in both Australia and jurisdictions where it has foreign operations. Significant judgement is required in determining the worldwide provision for income and withholding taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current, deferred and withholding tax provisions in the period in which such determination is made (refer Notes 2(k), 2(l) and 2(m)). In addition, the Group has considered the recognition of deferred tax assets relating to carried forward tax losses to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same subsidiary against which the unused tax losses can be utilised. However, utilisation of the tax losses also depends on the ability of the entity to satisfy certain tests at the time the losses are recouped.

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
4. OTHER REVENUE
License fees received [(note)] 3,693,866 9,817,710 3,693,866 9,817,356
Royalties and annuities received 1,697,848 913,033 1,697,848 869,307
Interest received 589,594 920,299 575,088 890,441
Rental recovery 30,613 31,945 – –
Miscellaneous revenue 93 6,133 – –
Total other revenue 6,012,014 11,689,120 5,966,802 11,577,104
Note: License fees received includes credits drawn down under the Supply Agreement with Applera Corporation (refer Note 29) of $2,047,207
(2008: $1,057,135).
5. OTHER INCOME
Grants received and related income 338,724 178,998 – –
Net gain on disposal of joint venture interest 185,000 – 185,000 –
Net gain on disposal of plant and equipment [(refer below)] 100,811 17,608 104,930 –
Reversal of provision for rehabilitation expenses 94,987 – 94,987 –
Net foreign exchange gains 68,007 – 68,679 –
Management fees received – – 45,308 20,000
Write-back of provision for diminution of loan – 80,000 – 80,000
Total other income 787,529 276,606 498,904 100,000
Net gain on disposal of plant and equipment
Proceeds from sale 338,269 70,611 104,930 25,391
Less: carrying value at date of sale (237,458) (53,003) – (25,391)
Net gain on disposal of plant and equipment 100,811 17,608 104,930 –
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Genetic Technologies 2009 Annual Report 57

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008 2009 2008 2009 2008
$ $ $ $ $ $ $ $
6. EXPENSES 7. INCOME TAX
Cost of sales Income tax expense
Consumables used 1,524,881 – – – Current tax – – – 1,344,005
Direct labour costs 501,785 – – – Deferred tax – – – –
Consumables written off 177,173 – – –
Aggregate income tax expense – – – 1,344,005
Total cost of sales 2,203,839 – – –
Reconciliation of income tax expense
Employee benefits expenses to prima facie tax payable
Wages and salaries 4,206,580 4,255,535 3,945,880 1,383,287 Loss before income tax expense (7,858,321) (5,451,638) (7,035,755) (6,770,958)
Consulting fees 763,490 863,538 650,252 549,742
Superannuation 382,666 368,978 381,113 125,992 Tax at the Australian tax rate of 30% (2008: 30%) (2,357,496) (1,635,491) (2,110,726) (2,031,287)
Termination benefits 345,000 82,500 345,000 82,500
Tax effect amounts which are not deductible/(taxable) in
Directors’ fees 286,194 316,260 279,004 310,288
calculating taxable income
Payroll tax 266,783 213,077 268,160 91,035
Impairment loss on investments in subsidiaries
Staff recruitment, training and amenities 132,841 255,964 121,497 175,834 and write-down of intercompany loan balances – – 1,050,761 2,712,614
Fringe benefits tax 67,940 36,841 67,940 36,841
Share-based payments (credit)/expense (13,049) 49,360 (13,049) 49,360
Workers’ compensation costs 31,552 11,740 30,558 5,046 Research and development expenses (300,000) (300,000) – –
Share-based payments (credit)/expense (43,497) 164,533 (43,497) 164,533
Withholding tax expense 26,886 28,357 26,886 28,357
Total employee benefits expenses 6,439,549 6,568,966 6,045,907 2,925,098 Other non-deductible items 3,559 8,704 2,855 5,881
Amortisation and depreciation expenses (2,640,100) (1,849,070) (1,043,273) 764,925
Patents 2,947,337 3,544,000 53,337 650,000 Tax effect of adjustments relating to temporary differences
Laboratory/veterinary equipment 726,704 670,417 – – Amortisation, impairment and depreciation expenses 1,196,399 1,894,372 61,346 1,026,172
Equipment under hire purchase 187,678 392,573 122,646 392,573 Net movements in provisions (7,579) 44,145 125,534 11,718
Computer equipment 78,890 113,129 21,527 39,177 Settlement proceeds from Applera Corporation (614,162) (317,141) (614,162) (317,141)
Office equipment 24,449 19,750 6,484 5,560 Other (117,256) (5,964) (172,566) (81,840)
Motor vehicles Leasehold improvements 21,6021,336 15,286 – 492– – – Tax losses now utilised – – – (59,829)
Tax losses not recognised 2,182,698 233,658 1,643,121 –
Total amortisation and depreciation expenses 3,987,996 4,755,155 204,486 1,087,310
Income tax expense – – – 1,344,005
Impairment losses and other write-downs
Impairment loss on available-for-sale investments 245,959 – 245,959 – Deferred tax assets
Doubtful debts expense 71,357 – – – Withholding tax 370,346 326,361 370,346 326,361
Bad debts written off 709 – – – Deferred revenue 68,702 41,682 – –
Write-down of loans to subsidiaries – – 3,142,871 8,775,000 Applera settlement 922,847 1,537,010 922,847 1,537,010
Impairment loss on investments in subsidiaries – – 359,664 267,045 Intangible assets 562,004 – 1,390,770 1,473,068
Impairment loss on patents – 2,378,000 – 2,378,000 Doubtful debts 33,900 – – –
Amortisation of hire purchase assets 187,678 392,573 122,646 392,573
Total impairment losses and other write-downs 318,025 2,378,000 3,748,494 11,420,045
Provisions 220,299 227,878 219,456 93,922
Finance costs
Total deferred tax assets 2,365,776 2,525,504 3,026,065 3,822,934
Other finance costs 50,232 34,725 12,040 13,508
Interest paid 39,267 32,038 23,117 32,038 Set-off of deferred tax liabilities pursuant to set-off
provisions (refer below) – (223,898) – –
Total finance costs 89,499 66,763 35,157 45,546
Deferred tax assets on temporary differences
Other expenses
Operating lease payments 428,102 453,933 – – not brought to account (2,365,776) (2,301,606) (3,026,065) (3,822,934)
Total net deferred tax assets – – – –
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Genetic Technologies 2009 Annual Report 59

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
7. INCOME TAX (cont.)
Deferred tax liabilities
Intangible assets – (223,898) – –
Total deferred tax liabilities – (223,898) – –
Tax losses
Unused tax losses for which no deferred tax asset
has been recognised 28,566,045 21,290,385 24,393,626 18,916,556
Deferred tax asset @ 30% 8,569,813 6,387,116 7,318,088 5,674,967
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Subject to the Group continuing to meet relevant statutory tests, the tax losses are available for offset against future taxable income.

Tax consolidation legislation

Genetic Technologies Limited and its wholly-owned Australian subsidiaries implemented the tax consolidation legislation as from 1 July 2003. The accounting policy in relation to this legislation is set out in Note 2(k).

The entities in the tax consolidated group have entered into a Tax Sharing Agreement which, in the opinion of the Directors, limits the joint and several liabilities of the wholly-owned entities in the case of a default by the head entity, Genetic Technologies Limited.

The entities have also entered into a Tax Funding Agreement under which the wholly-owned entities fully compensate Genetic Technologies Limited for any current tax payable assumed and are compensated by Genetic Technologies Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Genetic Technologies Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the subsidiaries’ financial statements.

The amounts receivable or payable under the Tax Funding Agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. During the year ended 30 June 2008, Genetic Technologies Limited assumed $1,344,005 of losses from members of the tax consolidated group. Payment for these amounts has been settled through the intercompany account in accordance with the Tax Funding Agreement.

As at 30 June 2009, there are no unrecognised temporary differences associated with the Group’s investments in subsidiaries or joint venture, as the Group has no liability for additional taxation should unremitted earnings be remitted (2008: $nil).

8. LOSS PER SHARE

The following reflects the income and share data used in the calculations of basic and diluted loss per share:

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2009 2008
$ $
Loss for the year (7,858,321) (5,451,638)
Loss attributable to minority interests 17,248 5,549
Loss used in calculating loss per share (7,841,073) (5,446,089)
Weighted average number of ordinary shares used in calculating loss per share 373,906,149 362,389,899
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There have been no other transactions involving ordinary or potential ordinary shares between the reporting date and the date of this Financial Report.

None of the 4,400,000 (2008: 11,175,602) options are considered to be dilutive for the purposes of calculating diluted loss per share and have therefore been excluded from the weighted average number of shares.

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
9. CASH AND CASH EQUIVALENTS
Reconciliation of cash and cash equivalents
Cash at bank and on hand 3,076,902 5,490,846 2,341,176 4,520,882
Short-term deposits 4,750,000 7,429,926 4,750,000 7,429,926
Current cash and cash equivalents 7,826,902 12,920,772 7,091,176 11,950,808
Current cash deposits [(refer note)] – 450,000 – 450,000
Total cash and cash equivalents 7,826,902 13,370,772 7,091,176 12,400,808
Note: As at 30 June 2008, cash amounting to $450,000 was held on deposit as security for a bank guarantee (refer Note 12). As at 30 June 2009,
cash amounting to $301,432 was held on deposit as security for the Company’s hire purchase obligations (refer Notes 19 and 22).
Reconciliation of operating loss
Reconciliation of operating loss after income tax to net cash
flows used in or from operating activities is as follows:
Operating loss after income tax (7,858,321) (5,451,638) (7,035,755) (8,114,963)
Adjust for non-cash items
Amortisation and depreciation expenses 3,987,996 4,755,155 204,486 1,087,310
Share-based payments (credit)/expense (43,497) 164,533 (43,497) 164,533
Impairment losses and other write-downs 318,025 2,378,000 3,748,494 11,420,045
Losses assumed from tax consolidated group – – – 1,344,005
Net draw-downs under Applera settlement [(Note 29)] (1,801,628) (602,395) (1,801,628) (602,395)
Net foreign exchange (gains)/losses (68,007) 254,954 (68,679) 261,958
Net gain on disposal of plant and equipment (100,811) (17,608) (104,930) –
Fair value of listed shares acquired (85,000) – (85,000) –
Adjust for changes in assets and liabilities
(Increase)/decrease in trade and other receivables (232,501) (949,792) (19,150) (106,494)
(Increase)/decrease in prepayments/other assets 410,400 (305,275) (7,226) (29,516)
(Increase)/decrease in other financial assets 68,917 7,781 68,917 7,781
Increase/(decrease) in trade and other payables 372,145 222,760 376,609 106,137
Increase/(decrease) in deferred revenue 90,067 (182,376) – (216,438)
Increase/(decrease) in withholding tax payable 43,985 1,524 43,985 1,524
Increase/(decrease) in provisions (25,261) 147,147 407,003 50,503
Net cash flows (used in)/from operating activities (4,923,491) 422,770 (4,316,371) 5,373,990
Financing facilities available
As at 30 June 2009, the following financing facilities had
been negotiated and were available:
Total facilities
Hire purchase facility 2,500,000 2,500,000 2,500,000 2,500,000
Credit cards 147,000 145,000 145,000 145,000
Facilities used as at reporting date
Hire purchase facility [(Note 31)] (373,444) (298,199) (201,780) (298,199)
Credit cards (22,958) (32,272) (22,731) (32,272)
Facilities unused as at reporting date
Hire purchase facility 2,126,556 2,201,801 2,298,220 2,201,801
Credit cards 124,042 112,728 122,269 112,728
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Non-cash activities

During the financial year, the Group acquired plant and equipment with an aggregate fair value of $267,836 (2008: $333,444) by means of hire purchase agreements (refer Note 31). The Group also acquired laboratory equipment with an aggregate fair value of $1,801,628 (2008: $602,395) from draw downs made under the Supply Agreement with Applera Corporation (refer Note 29).

Genetic Technologies 2009 Annual Report 61

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
10. TRADE AND OTHER RECEIVABLES (CURRENT)
Trade receivables 1,892,766 1,499,428 393,795 305,586
Less: provision for doubtful debts (113,000) – – –
Net trade receivables 1,779,766 1,499,428 393,795 305,586
Other receivables 44,355 96,010 19,023 91,900
Accrued interest 5,118 1,300 5,118 1,300
Total current trade and other receivables 1,829,239 1,596,738 417,936 398,786
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Note: Trade receivables and other receivables for the Group include amounts due in European Euros of EUR 90,000 (2008: EUR 90,000), US dollars of USD 82,744 (2008: USD 68,100), Chinese yuan of CNY 4,835 (2008: nil) and Swiss francs of CHF 1,226 (2008: nil).

Trade receivables and other receivables for Genetic Technologies Limited include amounts due in European Euros of EUR 90,000 (2008: EUR 90,000), US dollars of USD 80,589 (2008: USD 68,100) and Swiss francs of CHF 1,226 (2008: nil).

Refer Note 38 for details of aging, interest rate and credit risks applicable to trade and other receivables for which, due to their shortterm nature, their carrying value approximates their fair value.

	595,558 261,667		127,455 –
144,438		134,681
302,387		–
446,825	857,225	134,681	127,455
	200 450,000 68,917		200 450,000 68,917
200		200
–		–
–		–
200	519,117	200	519,117

Note: As at 30 June 2008, cash amounting to $450,000 was held on deposit as security for a bank guarantee of less than 12 month’s duration. Refer Note 38 for details pertaining to the performance bond and other deposits.

13. RECEIVABLES (NON-CURRENT)

–	– –	30,089,249	26,320,008 (21,253,450)
–		(24,396,321)
–	–	5,692,928	5,066,558
	(80,000) 80,000		(12,478,450) (8,775,000)
–		(21,253,450)
–		(3,142,871)
–	–	(24,396,321)	(21,253,450)

Note: Refer Note 38 for details of aging, interest rate and credit risks applicable to other receivables for which their carrying value approximates their fair value.

	– 207,195 –		– 207,195 –
255,000		255,000
245,959		245,959
(245,959)		(245,959)
255,000	207,195	255,000	207,195

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
15. PROPERTY, PLANT AND EQUIPMENT
Laboratory/veterinary equipment, at cost 5,706,939 3,853,103 – –
Less: accumulated depreciation (3,266,741) (2,630,340) – –
Net laboratory/veterinary equipment 2,440,198 1,222,763 – –
Computer equipment, at cost 799,595 726,020 202,829 132,552
Less: accumulated depreciation (706,404) (631,150) (135,881) (117,991)
Net computer equipment 93,191 94,870 66,948 14,561
Office equipment, at cost 208,201 162,912 41,995 22,554
Less: accumulated depreciation (139,192) (111,865) (20,284) (13,800)
Net office equipment 69,009 51,047 21,711 8,754
Equipment under hire purchase, at cost 1,803,996 1,895,669 1,574,905 1,895,669
Less: accumulated depreciation (1,456,175) (1,605,097) (1,391,143) (1,605,097)
Net equipment under hire purchase 347,821 290,572 183,762 290,572
Leasehold improvements, at cost 129,142 92,209 5,420 –
Less: accumulated depreciation (69,336) (47,704) (492) –
Net leasehold improvements 59,806 44,505 4,928 –
Total net property, plant and equipment 3,010,025 1,703,757 277,349 313,887
Reconciliation of property, plant and equipment
Opening gross carrying amount 6,729,913 5,897,162 2,050,775 3,169,834
Add: additions purchased during the year 2,282,764 1,023,536 114,611 309,968
Add: additions from acquisition of subsidiary 301,621 – – –
Less: disposals made during the year (666,425) (190,785) (340,237) (1,429,027)
Closing gross carrying amount 8,647,873 6,729,913 1,825,149 2,050,775
Opening accumulated depreciation (5,026,156) (3,952,783) (1,736,888) (1,677,609)
Add: depreciation expense charged (1,040,659) (1,211,155) (151,149) (437,310)
Less: disposals made during the year 428,967 137,782 340,237 378,031
Closing accumulated depreciation (5,637,848) (5,026,156) (1,547,800) (1,736,888)
Total net property, plant and equipment 3,010,025 1,703,757 277,349 313,887
Reconciliation of movements in property, plant and equipment by asset category
OPENING NET ADDITIONS NET CLOSING NET
CARRYING ADDITIONS FROM ACQ. OF DISPOSALS DEPRECIATION CARRYING
ASSET CATEGORY AMOUNT DURING YEAR SUBSIDIARY DURING YEAR EXPENSE AMOUNT
$ $ $ $ $ $
Consolidated
Laboratory/veterinary equipment 1,222,763 1,893,851 58,655 (8,367) (726,704) 2,440,198
Computer equipment 94,870 77,211 – – (78,890) 93,191
Office equipment 51,047 32,806 9,605 – (24,449) 69,009
Equipment under hire purchase 290,572 244,927 – – (187,678) 347,821
Leasehold improvements 44,505 33,969 2,934 – (21,602) 59,806
Motor vehicles – – 230,427 (229,091) (1,336) –
Totals 1,703,757 2,282,764 301,621 (237,458) (1,040,659) 3,010,025
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Genetic Technologies 2009 Annual Report 63

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

15. PROPERTY, PLANT AND EQUIPMENT (cont.)

Reconciliation of movements in property, plant and equipment by asset category (cont.)

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OPENING NET CLOSING NET
CARRYING ADDITIONS NET DISPOSALS DEPRECIATION CARRYING
ASSET CATEGORY AMOUNT DURING YEAR DURING YEAR EXPENSE AMOUNT
$ $ $ $ $
Genetic Technologies Limited
Computer equipment 14,561 73,914 – (21,527) 66,948
Office equipment 8,754 19,441 – (6,484) 21,711
Equipment under hire purchase 290,572 15,836 – (122,646) 183,762
Leasehold improvements – 5,420 – (492) 4,928
Totals 313,887 114,611 – (151,149) 277,349
CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
16. INTANGIBLE ASSETS AND GOODWILL
Patents [(refer notes below)]
Patents, at cost 36,319,304 36,059,673 20,978,600 20,978,600
Less: accumulated amortisation and impairment losses (33,292,255) (30,085,287) (20,714,104) (20,660,767)
Net patents 3,027,049 5,974,386 264,496 317,833
Goodwill [(refer notes below)]
Goodwill, at cost 1,582,491 315,388 – –
Total net intangible assets and goodwill 4,609,540 6,289,774 264,496 317,833
Reconciliation of patents
Opening gross carrying amount 36,059,673 35,929,621 20,978,600 20,978,600
Adjust for exchange rate movements 259,631 130,052 – –
Closing gross carrying amount 36,319,304 36,059,673 20,978,600 20,978,600
Opening accumulated amortisation and impairment losses (30,085,287) (24,033,235) (20,660,767) (17,632,767)
Add: amortisation expense charged (2,947,337) (3,544,000) (53,337) (650,000)
– –
Less: impairment loss [(refer notes below)] (2,378,000) (2,378,000)
Adjust for exchange rate movements (259,631) (130,052) – –
Closing accumulated amortisation and impairment losses (33,292,255) (30,085,287) (20,714,104) (20,660,767)
Total net patents 3,027,049 5,974,386 264,496 317,833
Reconciliation of goodwill
Opening gross carrying amount 315,388 315,388 – –
Add: acquisition of goodwill [(refer notes below)] 1,267,103 – – –
Total net goodwill 1,582,491 315,388 – –
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Impairment notes

Business combination

The opening net book value of patents and goodwill were purchased as part of various business combinations completed in previous years. Goodwill was acquired during the year ended 30 June 2009 from the purchase of Frozen Puppies Dot Com Pty. Ltd. (refer Note 36).

16. INTANGIBLE ASSETS AND GOODWILL (cont.)

Impairment notes (cont.)

Goodwill

Goodwill is allocated to the Group’s cash-generating units (CGUs) on the basis of the appropriate operating segment. The Group’s goodwill has been allocated to the canine reproductive services business within the operations segment and is carried at cost. There is no carrying amount of intangible assets with indefinite useful lives allocated to this segment. In testing goodwill for impairment, the recoverable amount of a CGU is determined based on fair value less costs to sell. With regard to the assessment of the value in use of the canine reproductive services business, Management believes that no reasonably possible change in any of the following key assumptions would cause the carrying value of the CGU to materially exceed its recoverable amount. The Directors have used the following key assumptions in determining the value in use calculations:

Business model – the existing canine reproductive services business model is expected to increase margins based on expenditure forecasts and expected efficiency improvements. In addition, the acquisition of the business was made less than 12 months ago and has recorded a profit in the 2009 financial year.
Market share – Management expects that growth in the Group’s share of the canine reproductive services market is achievable due to the expansion of facilities and the introduction of new products during the next three years and the benefit of being the major provider of these services in Australia and the surrounding region.

Aggregated impairments

Impairment losses have arisen in prior years in respect of patents held within the research segment that resulted from a lack of progress with the research related to the commercialisation of certain applications of the technology covered by these patents. Management does not consider any other reasonably possible change in assumptions would cause the carrying amount of the CGU to exceed the recoverable amount. No class of intangible asset or goodwill was impaired during the year ended 30 June 2009. Further, no change in the useful economic life of these patents was noted. The remaining amortisation period of the patents carried forward ranges between one to three years.

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
17. OTHER ASSETS (NON-CURRENT)
Investments in subsidiaries
Unlisted shares, at cost – – 3,663,754 1,799,746
Less: provision for impairment – – (2,106,333) (1,773,035)
Net unlisted shares – – 1,557,421 26,711
Investment in listed subsidiary, at cost – – 424,535 424,535
Less: provision for impairment – – (26,366) –
Net listed shares – – 398,169 424,535
Total net non-current other assets [(Note 37)] – – 1,955,590 451,246
18. TRADE AND OTHER PAYABLES (CURRENT)
Trade payables 1,624,290 1,292,009 528,300 289,841
Other payables 194,022 228,464 189,342 107,896
Accrued expenses 340,245 265,939 316,479 259,775
Loans from wholly-owned subsidiaries – – 3,061,931 1,189,053
Total current trade and other payables 2,158,557 1,786,412 4,096,052 1,846,565
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Note: Trade payables and other payables for the Group include amounts due in US dollars of USD 193,342 (2008: USD 134,166), Canadian dollars of CAD 10,520 (2008: CAD 5,211), Japanese yen of JPY 51,951 (2008: nil), Chinese yuan of CNY 7,791 (2008: nil), Swiss francs of CHF 4,190 (2008: CHF 2,870), New Zealand dollars of NZD 1,318 (2008: nil) and European euros of EUR nil (2008: EUR 22,531).

Trade payables and other payables for Genetic Technologies Limited include amounts due in US dollars of USD 193,342 (2008: USD 100,804) and European euros of EUR nil (2008: EUR 22,531).

Refer Note 38 for details of contractual maturity and management of interest rate, foreign exchange and liquidity risks applicable to trade and other payables for which, due to their short-term nature, their carrying value approximates their fair value.

Genetic Technologies 2009 Annual Report 65

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
19. INTEREST-BEARING LIABILITIES (CURRENT)
Hire purchase liability [(Notes 31 and 38)] 373,444 111,117 201,780 111,117
Total current interest-bearing liabilities 373,444 111,117 201,780 111,117
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Note: The carrying values of the hire purchase liabilities approximate their fair values. As at 30 June 2009, the Company had breached one of the covenants of the Master Asset Finance Facility which governs the hire purchase agreements. Subsequent to balance date, National Australia Bank Limited provided the Company with a letter waiving its right to take any further action in respect of the breach. As a result of the breach, however, all liabilities in respect of the hire purchase agreements as at 30 June 2009 have been classified as current liabilities in the balance sheet. There were no breaches of the Facility during the year ended 30 June 2008.

20. DEFERRED REVENUE (CURRENT)

152,392	138,941 –	–	– –
76,616		–
229,008	138,941	–	–
	368,492 220,692 94,987		122,757 95,329 94,987

396,198		393,388
251,832		251,832
–		–
648,030	684,171	645,220	313,073
	75,421		11,445
86,301		86,301
86,301	75,421	86,301	11,445
734,331	759,592	731,521	324,518
	294,419 272,763 – (198,690)		103,960 64,932 – (46,135)
368,492		122,757
392,647		373,119
–		245,735
(364,941)		(348,223)
396,198	368,492	393,388	122,757
	239,528 56,585 – –		91,557 15,217 – –
296,113		106,774
45,656		45,656
–		189,339
(3,636)		(3,636)
338,133	296,113	338,133	106,774
	78,498 16,489 –		78,498 16,489 –
94,987		94,987
–		–
(94,987)		(94,987)
–	94,987	–	94,987

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
22. INTEREST-BEARING LIABILITIES (NON-CURRENT)
Hire purchase liability [(Notes 31 and 38)] – 187,082 – 187,082
Total non-current interest-bearing liabilities – 187,082 – 187,082
Note: The carrying values of the hire purchase liabilities approximate their fair values. As at 30 June 2009, the Company had breached one of
the covenants of the Master Asset Finance Facility which governs the hire purchase agreements. Subsequent to balance date, National
Australia Bank Limited provided the Company with a letter waiving its right to take any further action in respect of the breach. As a result
of the breach, however, all liabilities in respect of the hire purchase agreements as at 30 June 2009 have been classified as current
liabilities in the balance sheet. There were no breaches of the Facility during the year ended 30 June 2008.
23. CONTRIBUTED EQUITY
Issued and paid-up capital
Fully paid ordinary shares 71,285,663 70,243,996 71,285,663 70,243,996
Total contributed equity 71,285,663 70,243,996 71,285,663 70,243,996
2009 2008
SHARES $ SHARES $
Movements in shares on issue
Balance at the beginning of the financial year 362,389,899 70,243,996 362,389,899 70,243,996
Add: shares issued during the year [(Note 36)] 12,254,902 1,041,667 – –
Balance at the end of the financial year 374,644,801 71,285,663 362,389,899 70,243,996
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Terms and conditions of contributed equity

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

Capital management

When managing capital, Management’s objective is to ensure that the Group continues as a going concern as well as to maintain optimal returns for shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. The Group is not subject to any externally imposed capital requirements.

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
24. RESERVES
Foreign currency translation (61,338) (47,930) – –
Share-based payments 1,593,237 1,636,734 1,538,540 1,582,037
Net unrealised gains 170,000 – 170,000 –
Total reserves 1,701,899 1,588,804 1,708,540 1,582,037
Reconciliation of foreign currency translation reserve
Balance at the beginning of the financial year (47,930) (15,306) – –
Add: net currency translation loss (13,408) (32,624) – –
Balance at the end of the financial year (61,338) (47,930) – –
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Genetic Technologies 2009 Annual Report 67

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
24. RESERVES (cont.)
Reconciliation of share-based payments reserve
Balance at the beginning of the financial year 1,636,734 1,472,201 1,582,037 1,417,504
Add: share-based payments (43,497) 164,533 (43,497) 164,533
Balance at the end of the financial year 1,593,237 1,636,734 1,538,540 1,582,037
Reconciliation of net unrealised gains reserve
Balance at the beginning of the financial year – – – –
Add: net unrealised gains 170,000 – 170,000 –
Balance at the end of the financial year 170,000 – 170,000 –
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Nature and purpose of reserves

Foreign currency translation reserve – this reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

Share-based payments reserve – this reserve is used to record the value of share-based payments provided to employees and others providing similar services as part of their remuneration.

Net unrealised gains reserve – this reserve is used to record movements in the fair value of available-for-sale investments.

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
25. ACCUMULATED LOSSES
Balance at the beginning of the financial year (51,189,189) (45,743,100) (55,268,791) (47,153,828)
Add: net loss attributable to members of
Genetic Technologies Limited (7,841,073) (5,446,089) (7,035,755) (8,114,963)
Balance at the end of the financial year (59,030,262) (51,189,189) (62,304,546) (55,268,791)
26. MINORITY INTERESTS
Balance at the beginning of the financial year 141,462 145,018
Add: movements during the year
Less: share of operating losses (17,248) (5,549)
Less: share of movement in reserves 6,133 (9,161)
Net loss attributable to minority interests (11,115) (14,710)
Add: share of issued capital 24,398 11,154
Balance at the end of the financial year 154,745 141,462
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27. OPTIONS

Options summary

As at 30 June 2009, the following options over ordinary shares in the Company were outstanding.

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WEIGHTED AVE. WEIGHTED AVE.
2009 EXERCISE PRICE 2008 EXERCISE PRICE
Unlisted employee options [(refer below)] 4,400,000 $0.34 11,175,602 $0.27
Total number of options outstanding 4,400,000 $0.34 11,175,602 $0.27
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27. OPTIONS (cont.)

Unlisted employee options

On 30 November 2001, the Directors of the Company established a Staff Share Plan. On 19 November 2008, the shareholders of the Company approved the introduction of a new Employee Option Plan. Under the terms of the respective Plans, the Directors of the Company may grant options over ordinary shares in Genetic Technologies Limited to executives, consultants and employees of the Group. The options, which are granted at nil cost, are typically granted for a term of 5 years and have various vesting periods. The options are not transferable and are not quoted on ASX. The options typically lapse at the earlier of employment termination or 5 years. As at 30 June 2009, there were 2 executives and 12 employees who held options that had been granted under the Plans. Options granted under the Plans carry no rights to dividends and no voting rights. The movements in the number of options that have been granted under the Plans are as follows:

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WEIGHTED AVE. WEIGHTED AVE.
2009 EXERCISE PRICE 2008 EXERCISE PRICE
Balance at the beginning of the financial year 11,175,602 $0.27 11,977,500 $0.52
Add: options granted during the year – – 8,150,602 $0.19
Less: options forfeited during the year (5,700,602) $0.19 (2,900,000) $0.41
Less: options expired during the year (1,075,000) $0.43 (6,052,500) $0.57
Balance at the end of the financial year 4,400,000 $0.34 11,175,602 $0.27
Exercisable at the end of the financial year 1,812,500 $0.48 2,837,500 $0.46
No funds were raised from the exercise of options granted under the Staff Share Plan during the year ended 30 June 2009
(2008: $nil). The numbers of options outstanding as at 30 June 2009 by ASX code, including the respective dates of expiry and
exercise prices, are tabled below. Refer Note 33 for further information. The options listed below are not listed on ASX.
WEIGHTED AVE. WEIGHTED AVE.
OPTION DESCRIPTION 2009 EXERCISE PRICE 2008 EXERCISE PRICE
GTGAA (expiring 6 September 2010) 750,000 $0.48 750,000 $0.48
GTGAD (expiring 12 August 2011) 350,000 $0.43 700,000 $0.43
GTGAE (expiring 12 August 2011) 250,000 $0.53 250,000 $0.53
GTGAH (expiring 31 May 2012) 150,000 $0.40 450,000 $0.40
GTGAI (expiring 30 June 2013) – – 1,000,000 $0.13
GTGAK (expiring 11 June 2009) – – 200,000 $0.45
GTGAQ (expiring 20 May 2009) – – 700,000 $0.44
GTGAS (expiring 20 May 2009) – – 175,000 $0.38
GTGAW (expiring 24 September 2012) – – 3,650,602 $0.17
GTGAY (expiring 23 October 2012) 2,400,000 $0.22 2,800,000 $0.22
GTGAZ (expiring 27 February 2010) 200,000 $0.56 200,000 $0.56
GTGAZ (expiring 27 February 2010) 300,000 $0.49 300,000 $0.49
Balance at the end of the financial year 4,400,000 $0.34 11,175,602 $0.27
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Details of the options issued under the Staff Share Plan and Employee Option Plan that are outstanding as at 30 June 2009 are as follows:

OPTION DESCRIPTION VESTING DETAILS

GTGAA (expiring 6 September 2010) GTGAD (expiring 12 August 2011) GTGAE (expiring 12 August 2011) GTGAH (expiring 31 May 2012) GTGAY (expiring 23 October 2012) GTGAZ (expiring 27 February 2010)

Vesting fully on 6 September 2008 Vesting fully on 12 August 2009 Vesting fully on 12 August 2009 Vesting fully on 31 May 2010 Vesting fully on 23 October 2010 Options are fully vested

Genetic Technologies 2009 Annual Report 69

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

28. SEGMENT INFORMATION

Identification of reportable segments

The Group has identified four reportable operating segments based on the similarity of the products produced and sold and/or the services provided, as these represent the sources of the Group’s major risks and have the greatest effect on the rates of return. The separate groups of similar products and services are then divided into operating businesses, the performances of which are reported to the Chief Executive Officer, the Management team and the Board of Directors on a monthly basis.

The Group’s four reportable operating segments are as follows:

Operations – involves the provision of a range of genetic testing and reproductive services.

Licensing – involves the out-licensing of the Group’s ‘non-coding’ technology. Research – involves the undertaking of a range of research and development projects in the field of genetics and related areas. Corporate – involves the management of the Group’s corporate activities.

Business segments

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REVENUES AND INCOME AMORTISATION
SEGMENT SALES OTHER TOTALS RESULT ASSETS LIABILITIES /DEPRECIATION
$ $ $ $ $ $ $
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Operations 2009 2008 Licensing 2009 2008 Research 2009 2008 Corporate(note) 2009 2008 Totals 2009 2008	5,382,089 3,918,692 – – – – – – 5,382,089 3,918,692	98,867 17,608 5,391,714 10,730,743 369,337 210,943 939,625 1,006,432 6,799,543 11,965,726	5,480,956 3,936,300 5,391,714 10,730,743 369,337 210,943 939,625 1,006,432 12,181,632 15,884,418	(2,923,258) (2,251,040) 1,373,993 6,000,724 (2,645,438) (6,000,122) (3,663,618) (3,201,200) (7,858,321) (5,451,638)	5,711,113 2,892,870 3,035,475 5,975,788 861,838 1,289,373 8,369,305 13,936,547 17,977,731 24,094,578	(1,453,352) (1,186,880) (309,312) (229,445) (866,214) (740,256) (1,236,808) (1,152,924) (3,865,686) (3,309,505)	(872,897) (1,019,958) (2,899,432) (2,900,722) (157,796) (761,593) (57,871) (72,882) (3,987,996) (4,755,155)

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IMPAIRMENT LOSSES/ PURCHASES OF NET CASH FLOWS (USED IN)/FROM
SEGMENT WRITE DOWNS EQUIPMENT OPERATING ACTIVITIES INVESTING ACTIVITIES FINANCING ACTIVITIES
$ $ $ $ $
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Operations 2009 2008 Licensing 2009 2008 Research 2009 2008 Corporate 2009 2008 Totals 2009 2008	(72,066) – – – – (2,378,000) (245,959) – (318,025) (2,378,000)	2,453,760 962,904 – 6,030 – 5,675 130,625 48,978 2,584,385 1,023,587	(1,246,503) (1,778,767) 2,658,848 7,641,118 (2,882,972) (2,679,753) (3,452,864) (2,759,828) (4,923,491) 422,770	(224,511) (21,996) – (6,030) – (5,675) (128,680) (13,698) (353,191) (47,399)	(156,692) (385,350) – – (26,400) (106,169) (9,499) (37,380) (192,591) (528,899)

Notes: Other revenue – corporate includes interest received of $589,594 (2008: $920,299) (refer Note 4). There were no intersegment sales.

Geographic segments

The five geographical areas in which the Group operates are as follows:

Australia – is the home country of the parent entity and the location of the Company’s operations and licensing activities. China – is the home of Genetic Technologies (Beijing) Limited.

Canada – is the home of Gtech International Resources Limited. Switzerland – is the home of GeneType AG. USA – is the home of GeneType Corporation.

28. SEGMENT INFORMATION (cont.)

Geographic segments (cont.)

Revenues are allocated on the basis of the geographical location of the entities which earn them. The following table presents sales and other income and revenue on the basis of geographical locations for the years ended 30 June 2009 and 30 June 2008.

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SEGMENT SALES REVENUE OTHER TOTALS
$ $ $
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Australia 2009 2008 China 2009 2008 Canada 2009 2008 Switzerland 2009 2008 Totals 2009 2008	5,331,248 3,918,692 50,841 – – – – – 5,382,089 3,918,692	6,798,412 11,954,576 41 – 1,083 11,133 7 17 6,799,543 11,965,726	12,129,660 15,873,268 50,882 – 1,083 11,133 7 17 12,181,632 15,884,418

Segment products and locations

The four principal business segments of the Group are operations, licensing, research and corporate. The principal geographic segment is Australia, with the Company’s headquarters being located in Melbourne in the State of Victoria.

Segment accounting policies

Segment information is prepared in conformity with the accounting policies of the entity as disclosed in Note 2(f) and Accounting Standard IFRS 8 (AASB 8) Operating Segments . As a result, the primary reporting segments now reflect more closely the information that Management uses to make decisions about operating matters. Specifically, segment information is disclosed for the licensing, genetic testing and research operations which were previously disclosed within the biotechnology segment. Interest received (Note 4), finance costs (Note 6) and income tax expense (Note 7) are allocated to the corporate segment as they are not part of the core operations of any other segment.

Major customers

The Group has a number of major customers to which it provides both products and services. During the year ended 30 June 2009, there were no customers from whom the Group generated revenues representing more than 10% of the total consolidated revenue from operations.

29. CONTINGENT ASSETS

On 12 December 2005, the Company announced it had reached a final settlement of its patent dispute with Applera Corporation (‘Applera’). As part of the settlement, the parties executed a number of binding agreements, including a supply agreement, pursuant to which Applera agreed to supply the Company with certain equipment and reagents which the Company uses in its genetic testing business. The total value of these credits was $8,547,500, comprising equipment credits to the value of $4,602,500 and reagent credits to the value of $3,945,000. As at 30 June 2008, the Company had drawn down equipment and reagents under the supply agreement with a total value of $3,765,823.

During the year ended 30 June 2009, the Company drew down the remainder of the equipment credits, being $2,020,177 (comprising equipment credits of $1,801,628 and service contract credits of $218,549), and further reagent credits of $117,706 under the supply agreement. Of these amounts, a total of $2,047,207 (comprising equipment credits of $1,929,501 and reagent credits of $117,706) was recognised as income during the year ended 30 June 2009 and disclosed in Note 4 as part of license fees received. The difference in the balances of the equipment credits of $27,030 represented the balance of certain prepaid service contracts which are being reflected as income as the services are progressively provided to the Company by Applera. Accordingly, as at 30 June 2009, the Company had a contingent asset representing the remaining reagent credits available to it with a total value of $2,643,794.

30. CONTINGENT LIABILITIES

The Group had no contingent liabilities as at 30 June 2009.

Genetic Technologies 2009 Annual Report 71

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
31. COMMITMENTS AND CONTINGENCIES
Hire purchase expenditure commitments
Minimum hire purchase payments
– not later than one year 192,442 134,027 112,176 134,027
– later than one year but not later than five years 221,057 204,532 108,902 204,532
– later than five years – – – –
Total minimum hire purchase payments 413,499 338,559 221,078 338,559
Less: future finance charges (40,055) (40,360) (19,298) (40,360)
Present value of hire purchase payments 373,444 298,199 201,780 298,199
Aggregate expenditure commitments comprise:
Current liability [(Note 19)] 373,444 111,117 201,780 111,117
Non-current liability [(Note 22)] – 187,082 – 187,082
Total hire purchase expenditure commitments 373,444 298,199 201,780 298,199
On 14 January 2005, the Company executed a Master Asset Finance Agreement with National Australia Bank Limited in respect
of a $2,500,000 asset finance facility (the ‘Facility’). Since inception, the Company has financed the acquisition of laboratory and
office equipment under the Facility with a total value of $2,235,732. Each of the Company’s Australian-resident subsidiaries has
provided a guarantee to the Company in respect of the Facility. Refer Note 19 in respect of a breach of the Facility’s terms.
Operating lease expenditure commitments
Minimum operating lease payments
– not later than one year 467,238 466,412 – –
– later than one year but not later than five years 478,120 965,825 – –
– later than five years – – – –
Total minimum operating lease payments 945,358 1,432,237 – –
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Operating leases relates to office, laboratory and veterinary premises located in Fitzroy, Victoria and Beijing, China that were occupied by the Group during the 2009 financial year. The Fitzroy lease, which is in the name of GeneType Pty. Ltd. (a subsidiary), expires on 30 June 2011. GeneType Pty. Ltd. has an option to extend the lease at its expiration for a further ten year period. The premises are owned by Bankberg Pty. Ltd., a company associated with a former Director of the Company, Dr. Mervyn Jacobson (refer Note 34). GeneType Pty. Ltd. does not have an option to purchase the leased premises at the expiry of the lease period.

The Beijing lease, which is in the name of Genetic Technologies (Beijing) Limited (a subsidiary), expires on 31 August 2011 and relates to office and veterinary premises located in Beijing, China, that were occupied by the Group since September 2008. The premises are owned by Beijing Jiangrun Pet Resorts. Any extension of the lease at the end of the lease period will require the agreement of both parties. Genetic Technologies (Beijing) Limited does not have an option to purchase the leased premises at the expiry of the lease period.

Research and development expenditure commitments

Research and development expenditure commitments
Minimum research and development payments – not later than one year – later than one year but not later than five years – later than five years Total minimum research and development payments		762,500 490,000 –		762,500 490,000 –
	237,500		237,500
	140,750		140,750
	–		–
	378,250	1,252,500	378,250	1,252,500

31. COMMITMENTS AND CONTINGENCIES (cont.)

Other capital expenditure commitments

As at 30 June 2009, the Company did not have any other significant contracted capital expenditure commitments.

Other expenditure commitments

As at 30 June 2008, the Company held a direct equity interest in the North Laverton Joint Venture with Regis Resources Limited (‘Regis’) which had continuing minimal expenditure requirements as prescribed by the Western Australian Mines Department in respect of its prospecting and exploration licenses and mining leases owned by the joint venture. On 27 August 2008, the Company sold its entire interest in the joint venture to Regis (refer Note 36).

32. JOINT VENTURES

As at 30 June 2008, the Company held a 14.66% direct equity interest in the North Laverton Joint Venture with Regis Resources Limited (‘Regis’) in Western Australia. On 27 August 2008, the Company sold its entire interest in the joint venture to Regis (refer Note 36).

33. EMPLOYEE BENEFITS

Employee options

On 30 November 2001, the Directors of the Company established a Staff Share Plan. On 19 November 2008, the shareholders of the Company approved the introduction of a new Employee Option Plan. Under the terms of the respective Plans, the Directors may, at their discretion, grant options over the ordinary shares in the Genetic Technologies Limited to executives, consultants, employees, and formerly Non-Executive Directors, of the Group (refer Note 27). As at 30 June 2009, there were 2 executives and 12 employees who held options that had been granted under the Plans. Information regarding the movements in the number of options granted under the Plans is set out in Note 27.

The fair value of each option granted under the Staff Share Plan and the Employee Option Plan is estimated by an external valuer using a Black-Scholes option-pricing model with the following assumptions used for grants made during the years ended 30 June 2009 and 2008:

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2009 (NOTE) 2008
Dividend yield – –
Historic volatility and expected volatility N/A 75%
Option exercises prices N/A $0.17 to $0.22
Weighted average exercise price N/A $0.19
Risk-free interest rate N/A 5.99% – 6.50%
Expected life of an option N/A 3 years – 5 years
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Note: No options were granted during the year ended 30 June 2009.

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome.

Superannuation commitments

The Group does not have any defined benefit funds. The Group makes statutory contributions to various superannuation funds on behalf of all employees at a rate of 9% per annum, in addition to making other superannuation contributions as part of salary packaging arrangements with staff. All contributions are expensed when incurred. Contributions made by the Group of up to 9% per annum of employees’ wages and salaries are legally enforceable in Australia.

34. RELATED PARTY DISCLOSURES

Ultimate parent

Genetic Technologies Limited is the ultimate Australian parent company. As at the date of this Report, no shareholder controls more than 50% of the issued capital of the Company.

On 1 April 2008, the Company entered into an Australian Research Council (ARC) Linkage Agreement with the University of Newcastle. The Agreement relates to the synthesis of novel nematocidal compounds and complements an existing ARC Linkage Agreement that the Company has with the University of Melbourne. The Company will contribute $90,000 per annum in cash over a period of three years from 2008 to 2010. As at 30 June 2009, $378,250 remained payable under the Agreement, which included a non-cash in-kind contribution of $243,250.

Genetic Technologies 2009 Annual Report 73

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

34. RELATED PARTY DISCLOSURES (cont.)

Transactions within the Group

During the year ended 30 June 2009, various transactions within the Group as listed below occurred. All amounts were charged on commercial, arm’s-length terms and at commercial rates.

AgGenomics Pty. Ltd., a subsidiary, paid interest to the Company amounting to $20,720 (2008: $31,434) in respect of an outstanding loan between the parties.
ImmunAid Pty. Ltd., a subsidiary, paid management fees to the Company amounting to $45,000 (2008: $20,000).
Genetic Technologies Corporation Pty. Ltd. (‘GTC’), a subsidiary, paid management fees to the Company amounting to $308 (2008: N/A).
Genetic Technologies (Beijing) Limited (‘GTBL’), a subsidiary, paid management fees to GTC amounting to $64 (2008: N/A). GTBL also purchased testing services from GTC at a total cost of $1,484.

Other related party transactions

As at 30 June 2009, $30,089,249 (2008: $26,320,008) was receivable by the Company from its various subsidiaries (Note 13). As at the same date, an amount of $3,061,931 (2008: $1,189,053) was payable by the Company to its wholly-owned subsidiaries (Note 18). All such loans are unsecured, generally interest free and there are no fixed terms of repayment.

During the year ended 30 June 2009, GeneType Pty. Ltd., a subsidiary, paid a total of $529,234 (2008: $501,239) to Bankberg Pty. Ltd., a company associated with a former Director and majority shareholder of the Company, Dr. Mervyn Jacobson, for rent and its share of body corporate expenses in respect of the office and laboratory premises in Fitzroy, Victoria that are leased by the Group. As at 30 June 2009, a dispute existed between the Company and Bankberg Pty. Ltd. in relation to amounts receivable from the landlord in respect of the premises leased by the Company in Fitzroy. On 28 July 2009, a Letter of Intent was signed by the parties which established the parameters for calculating the amount to be paid as at 30 June 2009. On 20 August 2009, the parties reached agreement as to the amount of this payment which has been reflected in the Company’s balance sheet as at 30 June 2009.

Also during the year, Genetic Technologies Limited paid a total of $131,851 (2008: $420,219) to Transmedia Inc., another company associated with Dr. Jacobson, in respect of commissions paid in relation to licensing services provided to the Company of $72,401 (2008: $414,133) and reimbursement of associated travel expenses of $59,450 (2008: $6,086).

Finally, during the year ended 30 June 2009, Genetic Technologies Limited paid a total of $99,458 (2008: $79,936) to Government Relations Australia Advisory Pty. Ltd., a company associated with Mr. John Dawkins AO, a former Director of the Company, in respect of consulting services provided to the Company.

All transactions with Key Management Personnel have been entered into under terms and conditions no more favourable than those which the entity would have adopted if dealing at arm’s length. Please refer to Note 35 for a description of transactions with Key Management Personnel.

35. KEY MANAGEMENT PERSONNEL DISCLOSURES

Details of Key Management Personnel

Directors Executives

Fred Bart (Non-Executive Chairman) Sidney C. Hack (Non-Executive) Huw D. Jones (Non-Executive)

Dr. Paul D.R. MacLeman (Chief Executive Officer) Thomas G. Howitt (Chief Financial Officer and Company Secretary) M. Luisa Ashdown (interim Chief Operating Officer) Michael B. Ohanessian (former Chief Executive Officer) Ross Barrow (former Chief Operating Officer)

Henry Bosch AO (former Non-Executive Chairman) David Carruthers (former Non-Executive) John S. Dawkins AO (former Non-Executive) Dr. Mervyn Jacobson (former Non-Executive) Dr. Leanne Rowe AM (former Non-Executive)

Notes: Messrs. Hack and Jones were appointed as Non-Executive Directors on 19 November 2008.

					CONSOL	CONSOL	IDATED	IDATED	GENETIC TECHN	GENETIC TECHN	OL	OGIES LIMITED
					2009 $		2008 $		2009 $			2008 $
35. KEY MANAGEMENT PERSONNEL DISCLOSURES (cont.) Remuneration of Key Management Personnel Short-term employee benefits Post-employment benefits Termination benefits Long-term benefits Share-based payments Total remuneration of Key Management Personnel Optionholdings of Key Management Personnel							994,176 144,861 82,500 4,759 124,776					994,176 144,861 82,500 4,759 124,776 1,351,072

					963,191				963,191
					157,926				157,926
					345,000				345,000
					12,135				12,135
					(34,212)				(34,212)
					1,444,040		1,351,072		1,444,040

		NUM	BER OF OPTI	ONS				VESTED	AND	NON-VESTED	AS	AT YEAR END
30 JUNE 2009 NAME OF OPTIONHOLDER	OPENING BALANCE	GRANTED	EXERCISED		LAPSED	CLO BALA	SING NCE	TOTAL		NOT EXERCISABL	E	EXERCISABLE
Executive Dr. Paul D.R. MacLeman – – – – – – – Thomas G. Howitt 2,000,000 – – – 2,000,000 2,000,000 1,062,500 M. Luisa Ashdown 300,000 – – – 300,000 300,000 300,000 Michael B. Ohanessian 3,650,602 – – (3,650,602) – – – Ross Barrow 1,000,000 – – (1,000,000) – – – Totals 6,950,602 – – (4,650,602) 2,300,000 2,300,000 1,362,500 Notes: Dr. MacLeman and Ms. Ashdown became members of Key Management Personnel during the year ended 30 June 2009. Mr. Ohanessian and Mr. Barrow ceased to be members of Key Management Personnel during the year ended 30 June 2009. During the year ended 30 June 2008, a decision was made not to grant further options to Directors of the Company. The heading ‘Lapsed’ includes options which were forfeited.												– 937,500 – – – 937,500
		NUM	BER OF OPTI	ONS				VESTED AND		NON-VESTED AS		AT YEAR END
30 JUNE 2008 NAME OF OPTIONHOLDER	OPENING BALANCE	GRANTED	EXERCISED	LAPSED		CLOSING BALANCE		TOTAL		NOT EXERCISABLE		EXERCISABLE
Director Henry Bosch AO Fred Bart John S. Dawkins AO Dr. Mervyn Jacobson Executive Michael B. Ohanessian Thomas G. Howitt Ross Barrow Dr. Gary Cobon Totals	500,000 500,000 500,000 2,000,000 – 1,000,000 – 750,000 5,250,000	– – – – 3,650,602 1,000,000 1,000,000 500,000 6,150,602	– – – – – – – – –	(500,000) (500,000) (500,000) (2,000,000) – – – (1,250,000) (4,750,000)		– – – – 3,650,602 2,000,000 1,000,000 – 6,650,602		– – – – 3,650,602 2,000,000 1,000,000 – 6,650,602		– – – – 3,650,602 1,312,500 1,000,000 – 5,963,102		– – – – – 687,500 – – 687,500

Notes: Mr. Ohanessian and Mr. Barrow became members of Key Management Personnel during the year ended 30 June 2008.

Dr. Cobon ceased to be a member of Key Management Personnel during the year ended 30 June 2008. The heading ‘Lapsed’ includes options which were forfeited.

Messrs. Bosch, Carruthers, Dawkins, Ohanessian and Dr. Rowe were removed as Directors on 19 November 2008. Dr. Jacobson resigned as a Director on 12 December 2008. Dr. MacLeman was appointed as Chief Executive Officer of the Company on 4 May 2009. Mr. Howitt also served as Interim Chief Executive Officer of the Company from 17 December 2008 until 3 May 2009. Ms. Ashdown was appointed as Interim Chief Operating Officer of the Company on 7 January 2009. Mr. Ohanessian was removed as Chief Executive Officer of the Company on 19 November 2008. Mr. Barrow resigned as Chief Operating Officer of the Company on 31 December 2008.

Genetic Technologies 2009 Annual Report 75

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

35. KEY MANAGEMENT PERSONNEL DISCLOSURES (cont.)

Shareholdings of Key Management Personnel

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NUMBER OF SHARES ACQUIRED ON
30 JUNE 2009 OPENING EXERCISE OF CLOSING
SHARES HELD IN GENETIC TECHNOLOGIES LIMITED BALANCE BOUGHT SOLD OPTIONS BALANCE
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Director Fred Bart Sidney C. Hack Huw D. Jones Executive Dr. Paul D.R. MacLeman Thomas G. Howitt M. Luisa Ashdown Totals	25,918,214 – – – – 622,045 26,540,259	– – – – – – –	– – – – – – –	– – – – – – –	25,918,214 – – – – 622,045 26,540,259

Notes: Dr. MacLeman and Ms. Ashdown became members of Key Management Personnel during the year ended 30 June 2009.

Mr. Bosch, Mr. Carruthers, Mr. Dawkins, Dr. Jacobson, Dr. Rowe, Mr. Ohanessian and Mr. Barrow all ceased to be members of Key Management Personnel during the year ended 30 June 2009.

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NUMBER OF SHARES ACQUIRED ON
30 JUNE 2008 OPENING EXERCISE OF CLOSING
SHARES HELD IN GENETIC TECHNOLOGIES LIMITED BALANCE BOUGHT SOLD OPTIONS BALANCE
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Director Henry Bosch AO Fred Bart David Carruthers John S. Dawkins AO Dr. Mervyn Jacobson Dr. Leanne Rowe AM Executive Michael B. Ohanessian Thomas G. Howitt Ross Barrow Dr. Gary Cobon Totals	185,000 25,918,214 – – 150,931,900 – – – – – 177,035,114	60,406 – 150,000 – – – 70,000 – – – 280,406	– – – – – – – – – – –	– – – – – – – – – – –	245,406 25,918,214 150,000 – 150,931,900 – 70,000 – – – 177,315,520

Notes: Dr. Rowe, Mr. Ohanessian and Mr. Barrow all became members of Key Management Personnel during the year ended 30 June 2008.

Dr. Cobon ceased to be a member of Key Management Personnel during the year ended 30 June 2008.

All equity transactions with Key Management Personnel, other than those arising from the exercise of options, have been entered into under terms and conditions no more favourable than those which the entity would have adopted if dealing at arm’s length.

36. CHANGES IN THE COMPOSITION OF THE ENTITY

Acquisition of subsidiary

Details of the fair values of the identifiable net assets acquired in respect of the FPDC acquisition, together with the carrying amounts of the respective assets and liabilities of that company immediately prior to acquisition, are detailed below. As at the date of these financial statements, the Company believes that the fair values of the identifiable net assets acquired are the same as the carrying values.

36. CHANGES IN THE COMPOSITION OF THE ENTITY (cont.)

Acquisition of subsidiary (cont.)

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CARRYING AND FAIR VALUES
$ $
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Net assets acquired Assets Cash and cash equivalents Trade and other receivables Less: provision for doubtful debts Plant and equipment (net of accumulated depreciation) Consumables, prepayments and other assets Total assets acquired Liabilities Trade and other payables Net assets acquired Goodwill arising on acquisition Consideration Issue of 12,254,902 ordinary shares @ $0.085 Add: cash paid Add: costs of purchase (stamp duty) Less: net assets acquired(as above) Goodwill arising on acquisition Reconciliation of goodwill arising on acquisition Investment in Frozen Puppies Dot Com Pty. Ltd. Value of ordinary shares issued(as above) Add: cash paid Add: stamp duty paid Less: share capital of Frozen Puppies Dot Com Pty. Ltd. Less: retained earnings at date of acquisition Goodwill arising on acquisition	115,360 (41,643) 1,041,667 500,000 8,430 1,041,667 500,000 8,430	30,270 73,717 301,621 9,918 415,526 (132,532) 282,994 1,550,097 (282,994) 1,267,103 1,550,097 (160,002) (122,992) 1,267,103

The goodwill arising on acquisition relates to the future earning potential of the FPDC business. During the period from 22 July 2008 (being the date of acquisition) to 30 June 2009, FPDC contributed total revenues of $738,959 and net profit of $113,580 to the Group. If the acquisition had occurred on 1 July 2008, the beginning of the Group’s financial year, Management estimates that the Group’s results would not have been materially impacted.

Disposal of joint venture interest

As at 30 June 2008, the Company held a 14.66% direct equity interest in the North Laverton Joint Venture with Regis Resources Limited (‘Regis’) that had been equity accounted to a nil balance. The Joint Venture had continuing expenditure requirements as prescribed by the Western Australian Mines Department in respect of its prospecting and exploration licenses and mining leases owned by the joint venture. By agreement with the joint venture partner, the Company did not contribute any funding towards the project, as these costs were met by its joint venture partner. As at 30 June 2008, the Company had recorded a provision for $94,987 (refer Note 21) in respect of its share of the estimated rehabilitation costs associated with the North Laverton project. The amount of the provision was based on calculations provided to the Company by Regis as project manager.

On 27 August 2008, the Company sold its entire interest in the North Laverton Joint Venture to Regis for $185,000 comprising $100,000 in cash and 500,000 fully paid ordinary shares in Regis which had a fair value of $0.17 each on the date of issue. As at 30 June 2009, the shares had a fair value of $0.51 each. As part of the sale, the Company also had returned to it a performance bond which had a face value of $68,917 as at 30 June 2008. Further, the Company was fully indemnified by Regis against any future rehabilitation liabilities which may arise from the exploration activities of the Joint Venture undertaken up until the date of sale. This indemnification subsequently enabled the Company, during the year ended 30 June 2009, to fully reverse the provision of $94,987 in respect of such liabilities which had been recorded in the Company’s balance sheet as at 30 June 2008.

Genetic Technologies 2009 Annual Report

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

37. SUBSIDIARIES

The following diagram is a depiction of the Group structure as at 30 June 2009.

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��
��
��
��
��
��
��
GROUP INTEREST (%) NET CARRYING VALUE ($)
NAME OF GROUP COMPANY INCORPORATION DETAILS 2009 2008 2009 2008
Entities held directly by parent
GeneType Pty. Ltd. 5 September 1990 100% 100% 1 1
Victoria, Australia
Genetic Technologies Corporation Pty. Ltd. 11 October 1996 100% 100% 2 2
N.S.W., Australia
RareCellect Pty. Ltd. 7 March 2001 100% 100% 10 10
N.S.W., Australia
GeneType AG 13 February 1989 100% 100% 7,311 26,698
Zug, Switzerland
GeneType Corporation 18 December 1989 100% 100% – –
California, U.S.A.
Gtech International Resources Limited 29 November 1968 75.8% 75.8% 398,169 424,535
Yukon Territory, Canada
Frozen Puppies Dot Com Pty. Ltd. [1] 15 February 2006 100% N/A 1,550,097 –
N.S.W., Australia
ImmunAid Pty. Ltd. [2] 21 March 2001 70.5% 69.2% – –
Victoria, Australia
Total carrying value [(Note 17)] 1,955,590 451,246
Entities held by other subsidiaries
AgGenomics Pty. Ltd. 15 February 2002 50.1% 50.1% 50 50
Victoria, Australia
Genetic Technologies (Beijing) Limited [3] 25 December 2008 100% N/A – –
Beijing Municipality,
China
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Notes:

[1] Frozen Puppies Dot Com Pty. Ltd. was acquired by Genetic Technologies Limited on 22 July 2008 (refer Note 36).

[2] During the year ended 30 June 2009, outstanding loans between the Company and ImmunAid Pty. Ltd. were converted into additional equity in that company. The total amount of the loans at the time of the conversions was $346,155. As a result, the Company increased its interest in ImmunAid Pty. Ltd. by approximately 1.3% to 70.5%.

[3]

Genetic Technologies (Beijing) Limited was incorporated by the Group during the year ended 30 June 2009.

38. FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to a variety of financial risks such as market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of foreign exchange, interest rate and aging analysis for credit risk.

Risk management is managed by the Group’s Risk Management Committee under guidance provided by the Board of Directors. The Committee identifies and evaluates financial risks in close cooperation with the Group’s operating units. The Board, via its Audit Committee, provides guidance for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk and credit risk.

The Group’s principal financial instruments comprise cash at bank and on hand, short-term deposits and hire purchase liabilities. The Group has other financial assets and liabilities, such as trade receivables and payables, which arise directly from its operations. The Group does not typically enter into derivative transactions, such as interest rate swaps or forward currency contracts. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group’s financial instruments are credit risk exposures, liquidity risk, interest rate risk and foreign currency risk. The policies for managing each of these risks are summarised below.

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2.

The Group and Genetic Technologies Limited hold the following financial instruments:

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
Financial assets
Cash at bank/on hand 3,076,902 5,490,846 2,341,176 4,520,882
Short-term deposits 4,750,000 7,429,926 4,750,000 7,429,926
Trade and other receivables 1,829,239 1,596,738 6,110,864 5,465,344
Performance bond and deposits 200 519,117 200 519,117
Available-for-sale investments 255,000 207,195 255,000 207,195
Total financial assets 9,911,341 15,243,822 13,457,240 18,142,464
Financial liabilities
Trade and other payables 2,158,557 1,786,412 4,096,052 1,846,565
Hire purchase liabilities 373,444 298,199 201,780 298,199
Total financial liabilities 2,532,001 2,084,611 4,297,832 2,144,764
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Credit risk

The Group’s credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. If there is no independent rating, the Group assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings. The compliance with credit limits by customers is regularly monitored by Management. Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk. The maximum exposures to credit risk as at 30 June 2009 in relation to each class of recognised financial assets is the carrying amount of those assets, as indicated in the balance sheet. Financial assets included on the balance sheet that potentially subject the Group to concentration of credit risk consist principally of cash and cash equivalents and trade receivables. In accordance with the guidelines included in the Group’s Short Term Investment Policy, the Group minimises this concentration of risk by placing its cash and cash equivalents with financial institutions that maintain superior credit ratings in order to limit the degree of credit exposure. For banks and financial institutions, only independently-rated parties with a minimum rating of ‘A-1’ are accepted. The Group has also established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. The Group does not require collateral to provide credit to its customers, however, the majority of the Group’s customers are large, reputable organisations and, as such, the risk of credit exposure is limited. The Group has not entered into any transactions that qualify as a financial derivative instrument.

Genetic Technologies 2009 Annual Report 79

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

38. FINANCIAL RISK MANAGEMENT (cont.)

Credit risk (cont.)

In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. As at 30 June 2009, the balance of the Group’s provision for doubtful debts was $113,000, out of a total receivables balance as at that date of $1,829,239. For some trade receivables, the Group may also obtain security in the form of guarantees, deeds of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms of the agreement.

Credit risk further arises in relation to financial guarantees given by the Group to certain parties in respect of obligations of its subsidiaries. Such guarantees are only provided in exceptional circumstances.

In assessing the recoverability of intercompany receivables, Genetic Technologies Limited, the parent entity, raises a provision for diminution to ensure that the carrying amount of these receivables does not exceed the net tangible assets of the subsidiaries. An analysis of the aging of trade and other receivables and trade and other payables is provided below:

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
Trade and other receivables
Current (less than 30 days) 1,597,055 1,442,167 338,287 293,786
31 days to 60 days 133,385 23,897 – –
61 days to 90 days [(note)] 25,885 17,035 – –
Greater than 90 days [(note)] 72,914 113,639 5,772,577 5,171,558
Total trade and other receivables [(Notes 10 and 13)] 1,829,239 1,596,738 6,110,864 5,465,344
Trade and other payables
Current (less than 30 days) 2,158,557 1,655,450 1,034,121 545,140
31 days to 60 days – 7,738 – 99
61 days to 90 days – 1,814 – –
Greater than 90 days [(note)] – 121,410 3,061,931 1,301,326
Total trade and other payables [(Note 18)] 2,158,557 1,786,412 4,096,052 1,846,565
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Note: Trade and other receivables for Genetic Technologies Limited that are greater than 90 days include net amounts receivable from whollyowned subsidiaries of $5,692,928 (2008: $5,066,558) (refer Note 13). Trade and other payables for Genetic Technologies Limited that are greater than 90 days include amounts payable to wholly-owned subsidiaries of $3,061,931 (2008: $1,189,053) (refer Note 18). The loans to and from these subsidiaries are interest free and there are no fixed terms of repayment.

A total of $98,799 in net trade and other receivables greater than 60 days is past due, of which a total of $78,716 had been received prior to the date of this Financial Report. The Company considers that the remaining $20,083 is recoverable and not impaired.

Market risk

Foreign currency risk

The Group and the parent entity operate internationally and are exposed to foreign currency exchange risk, primarily with respect to the US dollar and Canadian dollar, through financial assets and liabilities. It is the Group’s policy not to hedge these transactions as the exposure is considered to be minimal from a consolidated operations perspective. Further, as the Group incurs expenses payable in US dollars, the financial assets that are held in US dollars provide a natural hedge for the Group.

Foreign exchange risk arises from planned future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency and net investments in foreign operations. The risk is measured using sensitivity analysis and cash flow forecasting.

The Group has a Foreign Exchange Management Policy which was developed to establish a formal framework and procedures for the efficient management of the financial risks that impact on Genetic Technologies Limited through its activities outside of Australia, predominantly in the United States. The policy governs the way in which the financial assets and liabilities of the Group that are denominated in foreign currencies are managed and any risks associated with that management are identified and addressed. Under the policy, which is to be updated on a regular basis as circumstances dictate, the Group generally retains in foreign currency only sufficient funds to meet the expected expenditures in that currency. Surplus funds, if any, are converted into Australian dollars as soon as practicable after receipt.

38. FINANCIAL RISK MANAGEMENT (cont.)

Market risk (cont.)

As at 30 June 2009, the Group and Genetic Technologies Limited held the following financial assets and liabilities that were denominated in foreign currencies:

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YEAR USD CAD EUR JPY GBP CNY NZD CHF
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CONSOLIDATED Financial assets Cash at bank/on hand 2009 2008 4,047 63,212 380,971 437,032 Trade and other receivables 2009 2008 82,744 68,100 – – Available-for-sale investments 2009 2008 – 198,120 – – Total financial assets 2009 2008 86,791 329,432 380,971 437,032 Financial liabilities Trade and other payables 2009 2008 193,342 134,166 10,520 5,211 Total financial liabilities 2009 2008 193,342 134,166 10,520 5,211 GENETIC TECHNOLOGIES LIMITED Financial assets Cash at bank/on hand 2009 2008 4,047 62,995 34 34 Trade and other receivables 2009 2008 80,589 68,100 – – Available-for-sale investments 2009 2008 – 198,120 – – Total financial assets 2009 2008 84,636 329,215 34 34 Financial liabilities Trade and other payables 2009 2008 193,342 100,804 – – Total financial liabilities 2009 2008 193,342 100,804 – – Notes:USD– United States dollars CAD– Canadian dollars GBP– Great Britain pounds CNY– Chinese yuan	– – – 47,350 206 – 470,904 – 6,034 – 90,000 90,000 – – – – 4,835 – – – – – – – – – – – – – 90,000 90,000 – 47,350 206 – 475,739 – 6,034 – – 22,531 51,951 – – – 7,791 – 1,318 – – 22,531 51,951 – – – 7,791 – 1,318 – – – – – – – – – – – 90,000 90,000 – – – – – – – – – – – – – – – – – – 90,000 90,000 – – – – – – – – – 22,531 – – – – – – – – – 22,531 – – – – – – – – EUR– European euros JPY– Japanese yen NZD– New Zealand dollars CHF– Swiss francs	9,079 7,848 1,226 – – – 10,305 7,848 4,190 2,870 4,190 2,870 – – 1,226 – – – 1,226 – – – – –

During the year ended 30 June 2009, the Australian dollar/US dollar exchange rate decreased by 15.8%, from 0.9562 at the beginning of the year to 0.8055 at the end of the year. During the same period, Australian dollar/Canadian dollar exchange rate decreased by 4.3%, from 0.9722 at the beginning of the year to 0.9303 at the end of the year.

Based on the financial instruments held at 30 June 2009, had the Australian dollar weakened/strengthened by 10% against the US dollar with all other variables held constant, the Group’s loss for the year would have been $15,000 lower/$12,000 higher (2008: $23,000 lower/$19,000 higher), mainly as a result of changes in the values of cash and cash equivalents which are denominated in US dollars, as detailed in the above tables. The loss for Genetic Technologies Limited for the year would have been $15,000 lower/$12,000 higher (2008: $27,000 lower/$22,000 higher) for the same reason.

Based on the financial instruments held at 30 June 2009, had the Australian dollar weakened/strengthened by 10% against the Canadian dollar with all other variables held constant, the Group’s loss for the year would have been $44,000 lower/$36,000 higher (2008: $49,000 lower/$40,000 higher), due to changes in the values of cash and cash equivalents which are denominated in Canadian dollars, as detailed in the above tables. There would be no effect on the loss for Genetic Technologies Limited.

Genetic Technologies 2009 Annual Report 81

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

38. FINANCIAL RISK MANAGEMENT (cont.)

Market risk (cont.)

Interest rate risk

The Group’s main interest rate risk arises in relation to its short-term deposits with various financial institutions. If rates were to decrease, the Group may generate less interest revenue from such deposits. However, given the relatively short duration of such deposits, the associate risk is relatively minimal. The Group also has various hire purchase liabilities with fixed interest rates. While these rates do not vary once the contract has been executed, the Group may be subject to interest rate movements if it were to acquire additional assets via similar contracts in the future.

The Group has a Short Term Investment Policy which was developed to efficiently manage the Group’s surplus cash and cash equivalents. In this context, the Group adopts a prudent approach that is tailored to cash forecasts rather than seeking high returns that may compromise access to funds as and when they are required. Under the policy, the Group seeks to deposit its surplus cash in a range of deposits/securities over different time frames and with different institutions in an effort to diversify its portfolio and minimise risk.

On a monthly basis, Management provides the Board with a detailed list of all cash and cash equivalents, showing the periods over which the cash has been deposited, the name and credit rating of the institution holding the deposit and the interest rate at which has been deposited. A comparison of interest rate movements from month to month and a variance to an 11am deposit rate is also provided.

At 30 June 2009, if interest rates had changed by +/- 50 basis points from the year-end rates, with all other variables held constant, the Group’s loss for the year would have been $39,000 lower/higher (2008: $67,000 lower/higher), mainly as a result of higher/lower interest income from cash and cash equivalents. The loss for Genetic Technologies Limited for the year would have been $35,000 lower/higher (2008: $62,000 lower/higher) for the same reason. Consolidated equity for the Group would have been $39,000 higher/ lower (2008: $67,000 higher/lower) mainly as a result of an increase/decrease in the fair value of cash and cash equivalents. Equity for Genetic Technologies Limited would have been $35,000 higher/lower (2008: $62,000 higher/lower) for the same reason.

The exposure to interest rate risks and the effective interest rates of financial assets and liabilities, both recognised and unrealised, for both the Group and Genetic Technologies Limited are as follows:

CONSOLIDATED YEAR	FLOATING RATE $	FIXED RATE $	CARRYING AMOUNT $ WEIGHTED AVE. EFFECTIVE RATE % AVE. MATURITY PERIOD DAYS
Financial assets Cash at bank/on hand(note) 2009 2008 Short-term deposits 2009 2008 Performance bond/deposits 2009 2008 Totals 2009 2008 Financial liabilities Hire purchase liabilities 2009 2008 Totals 2009 2008	3,076,902 5,490,846 – – – – 3,076,902 5,490,846 – – – –	– – 4,750,000 7,429,926 200 519,117 4,750,200 7,949,043 373,444 298,199 373,444 298,199	3,076,902 5,490,846 2.47% 6.33% At call At call 4,750,000 7,429,926 4.37% 7.71% 89 73 200 519,117 – 7.86% At call 93 7,827,102 13,439,889 373,444 298,199 9.45% 9.26% 714 914 373,444 298,199

38. FINANCIAL RISK MANAGEMENT (cont.)

Market risk (cont.)

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CARRYING WEIGHTED AVE. AVE. MATURITY
GENETIC TECHNOLOGIES LIMITED YEAR FLOATING RATE FIXED RATE AMOUNT EFFECTIVE RATE PERIOD
$ $ $ % DAYS
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Financial assets Cash at bank/on hand(note) 2009 2008 Short-term deposits 2009 2008 Performance bond/deposits 2009 2008 Totals 2009 2008 Financial liabilities Hire purchase liabilities 2009 2008 Totals 2009 2008	2,341,176 4,520,882 – – – – 2,341,176 4,520,882 – – – –	– – 4,750,000 7,429,926 200 519,117 4,750,200 7,949,043 201,780 298,199 201,780 298,199	2,341,176 4,520,882 3.22% 6.96% At call At call 4,750,000 7,429,926 4.37% 7.71% 89 73 200 519,117 – 7.86% At call 93 7,091,376 12,469,925 201,780 298,199 9.33% 9.26% 350 914 201,780 298,199

Notes: All periods in respect of financial assets are for less than one year.

In respect of the hire purchase liabilities attributable to the Group, the interest rates are fixed for the terms of the facility, which is less than one year ($164,128) and between one and five years ($209,316).

In respect of the hire purchase liabilities attributable to Genetic Technologies Limited, the interest rates are fixed for the terms of the facility, which is less than one year ($97,459) and between one and five years ($104,321).

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities, such as its hire purchase and credit card facilities. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and, wherever possible, matching the maturity profiles of financial assets and liabilities. Due to the dynamic nature of the underlying businesses, Management aims to maintain flexibility in funding by keeping committed credit lines available. Surplus funds are generally only invested in instruments that are tradeable in highly liquid markets.

A balanced view of cash inflows and outflows affecting the Group is summarised in the table below:

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CONSOLIDATED YEAR < 6 MONTHS 6 TO 12 MONTHS 1 TO 5 YEARS > 5 YEARS TOTALS
$ $ $ $ $
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Financial assets Cash at bank/on hand 2009 2008 Short-term deposits 2009 2008 Trade and other receivables 2009 2008 Performance bond and deposits 2009 2008 Available-for-sale investments 2009 2008 Total financial assets 2009 2008	3,076,902 5,490,846 4,750,000 7,429,926 1,829,239 1,596,738 200 69,117 – – 9,656,341 14,586,627	– – – – – – – 450,000 – – – 450,000	– – – – – – – – 255,000 207,195 255,000 207,195	– – – – – – – – – – – –	3,076,902 5,490,846 4,750,000 7,429,926 1,829,239 1,596,738 200 519,117 255,000 207,195 9,911,341 15,243,822

Genetic Technologies 2009 Annual Report

Building a sustainable DNA testing business

FINANCIAL STATEMENTS (cont.)

38. FINANCIAL RISK MANAGEMENT (cont.)

Liquidity risk (cont.)

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CONSOLIDATED (CONT.) YEAR < 6 MONTHS 6 TO 12 MONTHS 1 TO 5 YEARS > 5 YEARS TOTALS
$ $ $ $ $
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Financial liabilities Trade and other payables 2009 2008 Hire purchase liabilities 2009 2008 Total financial liabilities 2009 2008 Net maturity 2009 2008	2,158,557 1,786,412 80,131 54,425 2,238,688 1,840,837 7,417,653 12,745,790	– – 83,997 56,692 83,997 56,692 (83,997) 393,308	– – 209,316 187,082 209,316 187,082 45,684 20,113	– – – – – – – –	2,158,557 1,786,412 373,444 298,199 2,532,001 2,084,611 7,379,340 13,159,211

A balanced view of cash inflows and outflows affecting Genetic Technologies Limited is summarised in the table below:

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GENETIC TECHNOLOGIES LIMITED YEAR < 6 MONTHS 6 TO 12 MONTHS 1 TO 5 YEARS > 5 YEARS TOTALS
$ $ $ $ $
Financial assets
Cash at bank/on hand 2009 2,341,176 – – – 2,341,176
2008 4,520,882 – – – 4,520,882
Short-term deposits 2009 4,750,000 – – – 4,750,000
2008 7,429,926 – – – 7,429,926
Trade and other receivables 2009 417,936 – – 5,692,928 6,110,864
2008 398,786 – – 5,066,558 5,465,344
Performance bond and deposits 2009 200 – – – 200
2008 69,117 450,000 – – 519,117
Available-for-sale investments 2009 – – 255,000 – 255,000
2008 – – 207,195 – 207,195
Total financial assets 2009 7,509,312 – 255,000 5,692,928 13,457,240
2008 12,418,711 450,000 207,195 5,066,558 18,142,464
Financial liabilities
Trade and other payables
2009 4,096,052 – – – 4,096,052
2008 1,846,565 – – – 1,846,565
Hire purchase liabilities 2009 47,593 49,866 104,321 – 201,780
2008 54,425 56,692 187,082 – 298,199
Total financial liabilities 2009 4,143,645 49,866 104,321 – 4,297,832
2008 1,900,990 56,692 187,082 – 2,144,764
Net maturity 2009 3,365,667 (49,866) 150,679 5,692,928 9,159,408
2008 10,517,721 393,308 20,113 5,066,558 15,997,700
The Group had access to the following undrawn borrowing facilities as at 30 June 2009:
NATURE OF FACILITY FACILITY LIMIT AMOUNT USED AMOUNT AVAILABLE
$ $ $
Nature of facility
Master Asset Finance Facility 2,500,000 (373,444) 2,126,556
Credit card facilities 147,000 (22,958) 124,042
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Note: The Master Asset Finance Facility may be drawn at any time, subject to compliance with applicable banking covenants, and is subject to annual review. Refer Note 19 in respect of a breach of the terms of the Facility.

38. FINANCIAL RISK MANAGEMENT (cont.)

Liquidity risk (cont.)

The remaining contractual maturities of the financial liabilities of the Group and Genetic Technologies Limited are:

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
Financial liabilities
< 6 months 2,238,688 1,840,837 4,143,645 1,900,990
6 months to 12 months 83,997 56,692 49,866 56,692
1 year to 5 years 209,316 187,082 104,321 187,082
Total financial liabilities 2,532,001 2,084,611 4,297,832 2,144,764
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Fair value estimation

As at 30 June 2009, the Group’s available-for-sale investments have been recognised at their fair values. The following methods and assumptions are used to determine the fair values of financial assets and liabilities:

Cash and cash equivalents : the carrying amount approximates fair value due to their short term to maturity. Trade and other receivables : the carrying amount approximates fair value.

Consumables : the carrying amount approximates fair value.

Performance bond and deposits : the carrying amount approximates fair value due to its short term to maturity. Unlisted shares : the carrying amount has been written down to recoverable amount which approximates fair value. Trade and other payables : the carrying amount approximates fair value.

Accrued expenses : the carrying amount approximates fair value.

Hire purchase liabilities : the carrying amount approximates fair value.

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CONSOLIDATED GENETIC TECHNOLOGIES LIMITED
2009 2008 2009 2008
$ $ $ $
39. AUDITORS’ REMUNERATION
Audit services
Ernst & Young Australia in respect of:
Audit of the Company’s Financial Report [(note)] 541,532 177,500 541,532 177,500
Other audit firms in respect of:
Audit of the Financial Reports of subsidiaries 10,826 8,241 – –
Total remuneration in respect of audit services 552,358 185,741 541,532 177,500
Non-audit services
Ernst & Young Australia in respect of:
Tax advice and compliance services 99,480 38,350 99,480 38,350
Ernst & Young South Korea in respect of:
Due diligence and advisory services 20,618 – 20,618 –
Total auditors’ remuneration 672,456 224,091 661,630 215,850
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Note: Audit fees paid during the year ended 30 June 2009 include the fees paid by the Company to Ernst & Young in respect of its US reporting requirements for the year ended 30 June 2008.

40. SUBSEQUENT EVENT

Genetic Technologies 2009 Annual Report 85

Building a sustainable DNA testing business

AUDITOR’S INDEPENDENCE DECLARATION

DIRECTORS’ DECLARATION

In accordance with a resolution of the Directors of Genetic Technologies Limited, I state that:

In the opinion of the Directors:
(a) the Financial Report, and the additional disclosures included in the Directors’ Report which are designated as audited, of the Company and the Group are in accordance with the Corporations Act 2001 , including:
- (i) giving a true and fair view of the Company’s and the Group’s financial position as at 30 June 2009 and of their performance for the year ended on that date; and
- (ii) complying with Accounting Standards and the Corporations Regulations 2001 ; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2009.

On behalf of the Board.

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FRED BART Non-Executive Chairman

Melbourne, 28 August 2009

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Genetic Technologies 2009 Annual Report 87

Building a sustainable DNA testing business

AUDITOR’S REPORT

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Genetic Technologies 2009 Annual Report

Building a sustainable DNA testing business

ASX ADDITIONAL INFORMATION

Additional information required by the Listing Rules of the Australian Securities Exchange and not disclosed elsewhere in this Annual Report. The information provided is current as at 28 August 2009.

HOME EXCHANGE

The Company’s ordinary shares are quoted on the Australian Securities Exchange Limited. The Home Exchange is Perth, Western Australia. The ASX code for the Company’s ordinary shares is GTG. The Company also has a listing of Level II American Depositary Receipts (ADRs) on the National Association of Securities Dealers Automated Quotation (‘NASDAQ’) Global Market in the USA. Each ADR comprises 30 fully paid ordinary shares and trades under the ticker symbol GENE.

DISTRIBUTION OF EQUITY SECURITIES

SUBSTANTIAL SHAREHOLDERS

As at 28 August 2009, the names of the two substantial shareholders holding shares representing more than 5% of the Company’s total issued capital, who have notified the Company in accordance with section 671B of the Corporations Act 2001 , are:

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NAME OF SUBSTANTIAL SHAREHOLDER NUMBER OF SHARES PERCENTAGE HELD
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Dr. Mervyn Jacobson	150,931,900	40.29%
Fred Bart	25,918,214	6.92%

RESTRICTED SECURITIES

As at 28 August 2009, a total of 4,901,956 ordinary shares held by the former shareholders of Frozen Puppies Dot Com Pty. Ltd. were subject to voluntary escrow agreements with the Company (refer Note 36).

The numbers of shareholders as at 28 August 2009, ranked by size of holding, in each class of shares are as follows:

VOTING RIGHTS

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RANGE OF SHARES NUMBER OF HOLDERS NUMBER OF SHARES
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1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Totals	285 939 569 983 203 2,979	198,596 2,835,223 4,788,726 32,853,617 333,968,639 374,644,801

The number of shareholders holding less than a ‘marketable parcel’ of shares (being 8,197 shares) is 1,481. The total number of shares held by these shareholders on 28 August 2009 was 4,760,908.

Article 17 of the Company’s Constitution stipulates the voting rights of Members as follows:

‘Subject to any rights or restrictions for the time being attached to any class or classes of shares and to this Constitution:
(a) On a show of hands every person present in the capacity of a Member or a proxy, attorney or representative (or in more than one of these capacities) has one vote; and
(b) On a poll every person present who is a Member or proxy, attorney or Representative has:
(i) For each fully paid share that the person holds or represents: one vote; and
(ii) For each share other than a fully paid share that the person holds or represents: that proportion of one vote that the amount paid (not credited) on the shares bears to the total amount paid and payable on the share (excluding amounts credited).’

TWENTY LARGEST SHAREHOLDERS

The names of the twenty largest registered shareholders of the Company’s ordinary shares as at 28 August 2009 are:

RANK NAME OF REGISTERED SHAREHOLDER	NUMBER OF SHARES	PERCENTAGE HELD
1 JGT ApS 2 Mervyn Jacobson ApS 3 Lupetto Holdings Limited 4 Security & Equity Resources Limited 5 C.Y. O’Connor ERADE Village Foundation 6 ANZ Nominees Limited 7 Mr. Bernard Stang and Mr. Maurie Stang 8 Dr. Mervyn Jacobson 9 Mr. John F. Newell 10 Mr. Anthony T. Wiseman 11 Mr. Maurie Stang 12 Citicorp Nominees Pty. Ltd. 13 Mr. Bernard Stang 14 XY, Inc. 15 Fodiro Pty. Ltd. 16 National Nominees Limited 17 Mr. John V. Egan 18 Mr. Maurice Rosenstein 19 Bateman Superannuation Pty. Ltd. 20 Kale Capital Corporation Limited Totals	98,000,000 49,000,000 30,583,119 25,918,214 16,666,667 14,437,847 5,100,000 3,931,900 3,921,569 3,921,569 3,550,221 3,508,599 3,332,766 2,912,300 2,886,983 2,865,817 1,764,000 1,687,000 1,602,300 1,490,650 277,081,521	26.16% 13.08% 8.16% 6.92% 4.45% 3.85% 1.36% 1.05% 1.05% 1.05% 0.94% 0.94% 0.89% 0.78% 0.77% 0.76% 0.47% 0.45% 0.43% 0.40% 73.96%

Genetic Technologies 2009 Annual Report

GLOSSARY

ACTN 3 (ALPHA-ACTININ 3) A gene that produces a protein found

ADR (AMERICAN DEPOSITARY RECEIPT) A security listed on NASDAQ comprising 30 ordinary shares in GTG

AMNIOCENTESIS An invasive method for collecting foetal cells from pregnant women

ANKC (AUSTRALIAN NATIONAL KENNEL COUNCIL) An organisation dedicated to promoting excellence in sound breeding of dogs

CYO (C.Y. O’CONNOR ERADE VILLAGE FOUNDATION) Perth based collaborators with GTG researching commercial applications of the GMT

DNA (DEOXYRIBONUCLEIC ACID) The complex chemical in each cell of the body which determines individual differences

EBITDA Earnings before interest, tax, depreciation and amortisation

EQUINE Pertaining to horses

FOETAL CELLS The cells of an unborn child

ARC (AUSTRALIAN RESEARCH COUNCIL) The organisation which advises the Government on matters relating to science

ARC-LINKAGE GRANT A source of funding for basic research for commercial organisations

GENDIA An international network consisting of more than 50 laboratories (including GTG) that offers more than 1,300 different genetic tests

GENE A region of DNA that controls an hereditary characteristic

ASX or AUSTRALIAN SECURITIES EXCHANGE Australian Securities Exchange Limited

AUTO-IMMUNE DISEASES A group of diseases caused by an immune response being directed toward a normal body cell

AVIAN Pertaining to birds

GMT (GENOMIC MATCHING TECHNIQUE) A rapid means for analysis of DNA structures invented by CYO

GROUP Genetic Technologies Limited and all of its subsidiaries

IMMUNAID A GTG research project aimed at improving the effi ciency of treatments in cancer and AIDS

BOVINE Pertaining to cattle

BRCA1 and BRCA2 Genes used to assess the risk of developing familial breast and ovarian cancers

CANINE Pertaining to dogs

CEO

CFO

COMPANY or GTG Genetic Technologies Limited (ACN 009 212 328)

CURRENCIES USED

AUD or $ Australian dollars, except where specifi cally

IMMUNE RESPONSE The body’s mechanism for eliminating infections by bacteria or viruses

NASDAQ National Association of Securities Dealers Automated Quotation Stock Exchange

NATA (NATIONAL ASSOCIATION OF TESTING AUTHORITIES, AUSTRALIA) The government body determining standards to which human genetic tests should be performed

NEMATODE Parasite

NON-CODING The segments of DNA which do not contain information on the structure of proteins

OVINE Pertaining to sheep

indicated otherwise

CAD Canadian dollars CHF Swiss francs CNY Chinese yuan EUR European euros GBP Pounds sterling JPY Japanese yen NZD New Zealand dollars USD United States dollars

CVS (CHORIONIC VILLOUS SAMPLING) An invasive method for collecting foetal cells from pregnant women

PATHOGEN A specifi c causative agent of disease

PROTEIN A string of amino acids determined by a gene

RARECELLECT The Company’s non-invasive process for obtaining foetal cells from pregnant women for genetic testing

SCN1A (SODIUM CHANNEL, NEURONAL 1 ALPHA) A gene responsible for one form of severe (myoclonic) epilepsy of infancy

START and COMMERCIAL READY Grant schemes supporting early phase commercial research projects

T-REGULATORY CELLS The cells that limit the strength of an immune response to ensure it does not become too severe

Designed and produced by The Ball Group (03) 9600 3499, GTG0008 10/09

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