GENETIC TECHNOLOGIES LIMITED — Share Issue/Capital Change 2003

Jun 4, 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.

2.150.000

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

UNLISTED EMPLOYEE OPTIONS

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities $\mathbf{R}$ (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if securities. *convertible the conversion price and dates for conversion)

$\overline{OF}$ ISSUE UNLISTED EMPLOYEE OPTIONS 300,000 OPTIONS EXERCISABLE AT 49 CENTS EXPIRING ON 30 NOVEMBER 2007 1,675,000 OPTIONS EXERCISABLE AT 44 CENTS EXPIRING ON 20 MAY 2009 175,000 OPTIONS EXERCISABLE AT 38 CENTS EXPIRING ON 20 MAY 2009

⁺ 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?	EMPLOYEE OPTIONS ARE NOT QUOTED
	If the additional securities do not rank equally, please state: the date from which they do which the extent to they participate for the next dividend, of fin 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	NIL
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	ISSUE OF INCENTIVE OPTIONS TO NEW STAFF
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	4 JUNE 2003
8	Number and tclass οf all *securities quoted $-$ on ASX. (including the securities in clause 2 if applicable)	Number 262, 234, 425	+ Class ORDINARY

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	$^+$ class Number and of all *securities not quoted on ASX		UNRESTRICTED
	(including the securities in clause 2 if applicable)	69,172,250	OPTIONS AT \$0.20 EXPIRING 14 APRIL (GTGAK)
		3,000,000	OPTIONS AT \$0.45 EXPIRING 14 APRIL 2005 (GTGAY)
		1,270,000	OPTIONS AT \$0.49 EXPIRING 30 NOVEMBER 2007 (GTGAO)
		2,450,000	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
		175,000	OPTIONS AT \$0.38 EXPIRING 20 MAY 2009

$10^°$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

$N/A$

Part 2 - Bonus issue or pro rata issue

• $11$ $\mathbf{I}\mathbf{s}^$ security holder approval required?
• $12²$ Is the issue renounceable or nonrenounceable?
• Ratio in which the "securities will 13 be offered

⁺ See chapter 19 for defined terms.

Appendix 3B
New issue announcement

14	Class of securities to which the offer relates
15	determine *Record 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 issue sent new documents Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19.	Closing οf date for receipt acceptances or renunciations

⁺ See chapter 19 for defined terms.

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 payable to brokers who lodge acceptances or renunciations on behalf of *security holders If the issue is contingent on 25. *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 Date rights trading will begin (if 28 applicable) Date rights trading will end (if 29 applicable) 30 How do *security holders sell their entitlements in full through a 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 - Quotation of securities

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

• 34 Type of securities $(iick one)$
• Securities described in Part 1 $(a)$
• $(b)$

All other securities

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)

• 38 Number of securities for which *quotation is sought
• 39 Class of *securities for which 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:

• 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)

$42.$ Number and *class of all *securities 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.

Ouotation agreement

• $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may 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 $\bullet$ an illegal purpose.
• There is no reason why those *securities should not be granted *quotation. ٠
• 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 $\bullet$ 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.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any 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 ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:
	(Director)

IAN DENNIS................................... Print name:

_________________

⁺ See chapter 19 for defined terms.