GENETIC TECHNOLOGIES LIMITED — Share Issue/Capital Change 2004

Dec 7, 2004

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).

	+ Class of + securities issued or to be issued	1. ORDINARY SHARES, 2. UNLISTED EMPLOYEE OPTIONS.
$\mathfrak{D}$	Number of + securities issued or to be issued (if known) or maximum number which may be issued	1.292,602 ORDINARY SHARES. 500,000 UNQUOTED EMPLOYEE 2. OPTIONS AT 48 CENTS EXPIRING ON 19 APRIL 2010.
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 convertible securities. the conversion price and dates for conversion)	1. EXERCISE OF 292,602 UNLISTED VENDOR OPTIONS AT 20 CENTS. 2 ISSUE OF 500,000 UNLISTED EMPLOYEE OPTIONS AT 48 CENTS ON OR BEFORE 19 APRIL 2010 TO ROBERT EDGE (DIRECTOR).

⁺ 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? If the additional securities do not rank equally, please state: the date from which they do ٠ which the $extent$ to they ٠ participate for the next dividend, case of (in- the trust. a. 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	YES.
5.	Issue price or consideration	1.292,602 VENDOR OPTIONS - 20 CENTS. 2. CENTS – NIL.	500,000 UNLISTED OPTIONS AT 48
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	EXERCISE OF 292,602 UNLISTED 1. VENDOR OPTIONS. 2. ISSUE OF 500,000 DIRECTOR INCENTIVE OPTIONS TO ROBERT EDGE APPROVED BY SHAREHOLDERS ON 25 NOVEMBER 2004.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	30 NOVEMBER 2004
8	elass of all Number and ASX. securities quoted on (including the securities in clause 2 if applicable)	Number 298,923,007	*Class ORDINARY

$\overline{\text{+}$ See chapter 19 for defined terms.

		Number	*Class
9	of all Number and *class	63,833,668	OPTIONS AT \$0.20
	*securities not quoted on ASX		EXPIRING 14 APRIL
	(including the securities in clause		2005 (GTGAK)
	2 if applicable)	2,000,000	OPTIONS AT \$0.45
			EXPIRING 14 APRIL
			2005 (GTGAY)
		1,120,000	OPTIONS AT \$0.49
			EXPIRING 30
			2007 NOVEMBER
			(GTGAO)
		2,000,000	OPTIONS AT \$0.56
			EXPIRING 30 NOVEMBER 2007
			(GTGAI)
		4,250,000	OPTIONS AT \$0.61
			EXPIRING 30
			2007 NOVEMBER
			(GTGAM)
		1,600,000	OPTIONS AT \$0.44
			EXPIRING 20 MAY
			2009 (GTGAQ)
		175,000	OPTIONS AT \$0.38
			MAY EXPIRING 20
			2009 (GTGAS)
		6,666,667	OPTIONS AT \$1.00
			EXPIRING 30
			2005 SEPTEMBER
			(GTGAU)
		1,000,000	OPTIONS AT. 48
			$CENTS - 20$ MAY 2009 (GTGAY)
		750,000	OPTIONS AT 59
			CENTS 15 $\sim$
			DECEMBER 2009
			(GTGAW)
		580,000	OPTIONS AT 56
			CENTS $\overline{\phantom{0}}$ 27
			FEBRUARY 2010
		500,000	OPTIONS AT 49
			CENTS 27
			FEBRUARY 2010
		750,000	OPTIONS AT 48
			CENTS 6 $\qquad \qquad \blacksquare$
			SEPTEMBER 2010 (GTGAA)

$\overline{\text{F}}$ See chapter 19 for defined terms.

$10\,$

	Number	+ Class
	600,000	OPTIONS - AT 70
		$-7$ CENTS
		SEPTEMBER 2007
		(GTGAB)
	500,000	OPTIONS – AT 48
		CENTS - 19 APRIL
		2010
Dividend policy (in the case of a trust, distribution policy) on the	N/A
increased capital (interests)

$\overline{\text{+}$ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	holder security approval $\mathbf{I}$ 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 entiffements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing $\sigma f$ date for receipt acceptances or renunciations

$\overline{\textcolor{blue}{\star}}$ 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	any handling fee Amount of 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 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
• $(b)$

$(a)$

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

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)

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.

Ouotation agreement

• $\mathbf{f}$ *Quotation 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 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 $\bullet$ 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.

$\overline{\text{+ See chapter 19}}$ 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 $\angle$ ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:
	(Company Secretary)

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

⁺ See chapter 19 for defined terms.