GENETIC TECHNOLOGIES LIMITED — Proxy Solicitation & Information Statement 2008

Oct 14, 2008

Genetic Technologies Limited ABN 17 009 212 328

Lodge your vote:

==> picture [16 x 12] intentionally omitted <==

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 GTG MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

==> picture [9 x 352] intentionally omitted <==

==> picture [16 x 11] intentionally omitted <==

For your vote to be effective it must be received by 10.00am on Monday, 17 November 2008

How to Vote on Items of Business

Signing Instructions

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate ''Certificate of Appointment of Corporate Representative'' prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

==> picture [15 x 12] intentionally omitted <==

Turn over to complete the form

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

999999_SAMPLE_0_0_PROXY/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==

==> picture [157 x 38] intentionally omitted <==

----- Start of picture text ----- I9999999999----- End of picture text -----

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ' X ') should advise your broker of any changes. I 9999999999 I ND

==> picture [15 x 16] intentionally omitted <==

==> picture [21 x 22] intentionally omitted <==

Proxy Form

to indicate your directions

Please mark

==> picture [57 x 16] intentionally omitted <==

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Genetic Technologies Limited hereby appoint

==> picture [16 x 12] intentionally omitted <==

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

==> picture [19 x 19] intentionally omitted <==

the Chairman of the Meeting[OR]

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Genetic Technologies Limited to be held at "Treetops" Melbourne Museum, 11 Nicholson Street, Carlton, Victoria, 3053, on Wednesday, 19 November 2008 at 10.00am, and at any adjournment of that meeting.

Important for Item 6: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 6 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 6 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of item 6 of business.

==> picture [19 x 18] intentionally omitted <==

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

==> picture [57 x 15] intentionally omitted <==

==> picture [16 x 12] intentionally omitted <==

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

==> picture [88 x 23] intentionally omitted <==

BUSINESS

Item	2	Re-election of Mr Henry Bosch AO
Item	3	Re-election of Mr Fred Bart
Item	4	Re-election of Dr Leanne Rowe AM
Item	5	Remuneration Report
Item	6	Establishment of new Employee Option Plan

RESOLUTIONS PROPOSED BY MERVYN JACOBSON ApS

Item	7	Removal of Mr John Dawkins AO, Mr Henry Bosch AO, Mr David Carruthers,
		Dr Leanne Rowe AM and Mr Michael Ohanessian
Item	8	Appointment of Mr Grahame Leonard AM

In respect of all Items of Business, with the exception of Item 7, the Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

In respect of Item 7, the Chairman of the Meeting does not intend to vote undirected proxies in favour or against this item of business. Please refer to the Explanatory Memorandum which accompanies the Notice of Meeting for further details.

==> picture [57 x 16] intentionally omitted <==

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /

==> picture [15 x 15] intentionally omitted <==

==> picture [97 x 17] intentionally omitted <==

==> picture [16 x 15] intentionally omitted <==

G T G

9 9 9 9 9 9 A