GENETIC TECHNOLOGIES LIMITED — Capital/Financing Update 2003

Sep 3, 2003

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

GENETIC TECHNOLOGIES LIMITED

ABN 17 009 212 238

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+ Class of + securities issued or to be issued	ORDINARY SHARES AND UNLISTED OPTIONS
$\mathfrak{D}$	Number of $\pm$ securities issued or to be issued (if known) or maximum number which may be issued	13,333,333 NEW ORDINARY SHARES AT A ISSUE PRICE OF 75 CENTS EACH.
		6,666,667 NEW UNLISTED OPTIONS EXERCISABLE AT \$1.00 ON OR BEFORE 30 SEPTEMBER 2005.
		2,193,000 NEW ORDINARY SHARES PURSUANT TO THE EXERCISE ОF VENDOR OPTIONS AT 20 CENTS EACH.
		75,000 NEW ORDINARY SHARES PURSUANT TO THE ОF EXERCISE OPTIONS UNDER THE STAFF SHARE PLAN AT 56 CENTS.
		75,000 NEW ORDINARY SHARES PURSUANT TO THE. OF. EXERCISE OPTIONS UNDER THE STAFF SHARE PLAN AT 49 CENTS.

$+$ See chapter 19 for defined terms.

3.	Principal terms of the "securities" (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if securities, the convertible conversion price and dates for conversion)	PLACEMENT OF 13,333,333 NEW ORDINARY SHARES AT A PRICE OF 75 CENTS EACH FOR CASH WITH. AN ATTACHING ONE FOR TWO OPTION, NAMELY 6,666,667 UNLISTED OPTIONS EXERCISABLE AT \$1.00 EACH ON OR BEFORE 30 SEPTEMBER 2005. EXERCISE OF UNLISTED VENDOR OPTIONS AT 20 CENTS EACH - 2,193,000. EXERCISE OF UNLISTED OPTIONS AT 56 CENTS EACH $-75,000$ . EXERCISE OF UNLISTED OPTIONS AT 49 CENTS EACH $-75,000$ .

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities?	LISTED SHARES	YES IN RESPECT OF THE ORDINARY
	If the additional securities do not rank equally, please state: the date from which they do which extent the 10 1 they participate for the next dividend, οf $\lim$ the case a. trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	\$0.20 (2,193,000 OPTIONS) \$133,200 \$0.49 (75,000 OPTIONS) \$36,750 \$0.56 (75,000 OPTIONS) \$42,000 \$0.75 (13,333,333 SHARES) \$10,000,000
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	EXERCISE OF UNLISTED OPTIONS BY STAFF UNDER THE SHARE OPTION PLAN FOR CASH EXERCISE VENDOR OF. UNLISTED OPTIONS FOR CASH
		PLACEMENT OF SHARES FOR CASH
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	4 SEPTEMBER 2003
		Number	+ Class
8	of Number and †class all *securities quoted on ASX (including the securities in clause 2 if applicable)	280,008,258	ORDINARY

⁺ See chapter 19 for defined terms.

	Number	+ Class
9 and + class of Number all *securities not quoted on ASX (including the securities in clause 2 if applicable)	65,969,250	OPTIONS AT \$0.20 EXPIRING 14/4/05 (GTGAK)
	2,000,000	OPTIONS AT \$0.45 EXPIRING 14 APRIL 2005 (GTGAY)
	1,157,500	OPTIONS AT \$0.49 EXPIRING 30 NOVEMBER 2007 (GTGAO)
	2,225,000	OPTIONS AT \$0.56 EXPIRING 30 NOVEMBER 2007 (GTGAI)
	4,250,000	OPTIONS AT \$0.61 EXPIRING 30 NOVEMBER 2007 (GTGAM)
	1,675,000	OPTIONS AT \$0.44 EXPIRING 20 MAY 2009 (GTGAQ)
	175,000	OPTIONS AT \$0.38 EXPIRING 20 MAY 2009 (GTGAS)
	6,666,667	OPTIONS AT \$1.00 EXPIRING 30 SEPTEMBER 2005
Dividend policy (in the case of a $\vert$ 10

trust, distribution policy) on the $N/A$
increased capital (interests)

⁺ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

11	security holder approval Is. required?
$12 \,$	Is the issue renounceable or non- renounceable?
13	Ratio in which the "securities will be offered
14	Class of securities to which the offer relates
15	*Record determine date to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19
	Closing date for receipt оf acceptances or renunciations

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee brokers who lodge payable to acceptances or renunciations on behalf of + security holders
25.	If the issue is contingent on "security holders" approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30.	How do *security holders sell their entitlements in full through $\alpha$ broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 ⁺Despatch date

Part 3 - Ouotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

$(a)$

• Securities described in Part 1
• All other securities $(b)$ Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to $43$ )

Tick to indicate you are providing the information or documents

• 35 If the *securities are *equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders
• 36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ 5,001 - 10,000 $10,001 - 100,000$ 100,001 and over 37 A copy of any trust deed for the additional *securities

(now go to $43$ )

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 *quotation is sought
• Class of "securities for which 39 quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• $\bullet$ the date from which they do
• the extent to which they participate for the next dividend. (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

$(if$ issued upon conversion of another security, clearly identify that other security)

Number and *class of all *securities 42 quoted on ASX (including the securities in clause 38)

Number	+ Class

$(now go to 43)$

$+$ See chapter 19 for defined terms.

All entities

Fees

43

Payment method (tick one)
Cheque attached
Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

$+$ See chapter 19 for defined terms.

• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that $\overrightarrow{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ...................................... (Director)

JAN DENNIS................................... Print name:

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$+$ See chapter 19 for defined terms.