PAINCHEK LTD — AGM Information 2018

Oct 16, 2018

PAINCHEK LIMITED

ACN 146 035 127

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00am (AEST) DATE : 20 November 2018 PLACE : Suite 401, 35 Lime Street, Sydney, NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9388 8290.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 6 Proxy Form 18

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (AEST) on 20 November 2018 at:

Suite 401, 35 Lime Street, Sydney, NSW 2000

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (AEST) on 18 November 2018.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

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• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2018.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (d) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOHN MURRAY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 11.3 of the Constitution and for all other purposes, Mr John Murray, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

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3. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY – SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares (on issue at the time of the issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by a person who participated in the issue and an associate of that person. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 - APPROVAL OF LONG TERM INCENTIVE SCHEME

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, Shareholders approve the PainChek Limited Long Term Incentive Scheme on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (iii) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (b) the proxy is the Chair; and

• (c) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

DATED: 12 OCTOBER 2018

BY ORDER OF THE BOARD

==> picture [88 x 28] intentionally omitted <==

IAN HOBSON COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.painchek.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2018.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

2.2

Voting consequences

Under Part 2G.2, Division 9 of the Corporations Act, if at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ) at the second annual general meeting.

If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the Company’s annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.3 Proxy Restrictions

Shareholders appointing a proxy for Resolution 1 should note the following:

If you appoint a member of the Key Management Personnel as your proxy

If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote . Undirected proxies granted to these persons will not be included in any vote on Resolution 1.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 1. By signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation to vote the proxy in accordance with the Chair’s intention, even though the Resolution is connected directly in indirectly with the remuneration of a member of the Key Management Personnel of the Company.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote.

2.4 Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2018.

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3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOHN MURRAY

Listing Rule 14.4 and Clause 11.3 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third, shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Director to retire at an annual general meeting is the director who has been longest in office since their last election. A Director who retires by rotation under clause 11.3 of the Constitution is eligible for re-election.

The Company currently has 4 Directors (including 1 Managing Director) and accordingly 1 must retire.

Mr John Murray, the Director longest in office since his last election, retires by rotation and seeks re-election.

4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY – SHARES

4.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital at the time of the issue over a period up to 12 months after the annual general meeting ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 3, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 4.2 below).

The effect of Resolution 3 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue at the time of the issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing.

If and when the Company does utilise the 10% Placement Facility within the 12 months following the AGM, assuming Resolution 4 is passed, the Company will be required to give ASX details of who the allottees are and how many Equity Securities they each received. In addition, the Company will be required to release by way of ASX announcement the information set out in Listing Rule 3.10.5A, namely:

• (a) details about the dilution to the existing Shareholders caused by the issue of Equity Securities under the Special Placement Facility;

• (b) if cash is raised, an explanation why a pro rata issue or other type of issue allowing existing shareholders to participate was not adopted instead of or as well as using the 10% Placement Facility;

• (c) details about any underwriting and underwriting fees paid; and

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(d) details about any other fees or costs incurred in connection with the issue of Equity Securities under the 10% Placement Facility.

The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

4.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $50 million.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of Equity Securities on issue, being the Shares (ASX Code: EPT).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (C) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under this rule; and

• (D) less the number of Shares cancelled in the previous 12 months.

• D

• is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

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4.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 3.4(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (ii) 12 months after the date of this Meeting; and

• (iii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

or such longer period if allowed by ASX (10% Placement Capacity Period).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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Number of Shares on Issue
		Dilution
	Issue Price (per Share)	$0.026	$0.052	$0.078
		50% decrease in Issue Price	Current Issue Price	50% increase in Issue Price
837,884,587	Shares issued	83,788,459	83,788,459	83,788,459
(Current)		Shares	Shares	Shares
	Funds raised	$2,178,500	$4,357,000	$6,535,500
1,256,826,881	Shares issued	125,682,688	125,682,688	125,682,688
(50% increase)		Shares	Shares	Shares
	Funds raised	$3,267,750	$6,535,500	$9,803,250
1,675,769,174	Shares issued	167,576,917	167,576,917	167,576,917
(100% increase)		Shares	Shares	Shares
	Funds raised	$4,357,000	$8,714,000	$13,071,000

* The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. The current shares on issue are the Shares on issue as at 10 October 2018.

1. The issue price set out above is the closing price of the Shares on the ASX on 10 October 2018.

2. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

3. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

4. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

5. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for general working capital and business expansion; or

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• (ii) as non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

(e) Allocation policy under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous Approval under ASX Listing Rule 7.1A

The Company has previously obtained Shareholder approval under ASX listing Rule 7.1A at its annual general meeting held on 21 November 2017.

In accordance with Listing Rule 7.3 A.6 the total number of Equity Securities issued in the 12 months preceding the date of this meeting is 163,461,538 representing 24% of the Equity Securities on issue at the commencement of the 12 month period.

The Company has issued the following Equity Securities in the 12 months preceding the date of this meeting:

Issue #1
Date of issue:	7thAugust 2017
Number issued:	31,250,000
Class/Type ofequity security:	Ordinary Shares
Summary of terms:	Fully paid ordinary shares
Name of persons who received securities or basis on which those personswas determined:	nViso SA
Price:	N/A
Discount to marketprice(if any):	N/A

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For cash issue
Total cash consideration received:	N/A
Amount of cash consideration spent:	N/A
Use of cash consideration:	N/A
Intended use for remainingamount of cash(if any):	N/A
For non-cash issue
Non-cashconsiderationpaid:	$0.024pershare
Purpose of the issue:	Shares issued as part consideration for purchase of nVisoLicense
Current value of that non-cashconsideration:	$1,875,000
Issue #2
Date of issue:	7th September 2017
Number issued:	38,461,538
Class/Type ofequity security:	Ordinary Shares
Summary of terms:	Fully paid ordinary shares
Name of persons who received securities or basis on which those personswas determined:	Vendors of ePAT business
Price:	N/A
Discount to marketprice(if any):	N/A
For cash issue
Total cash consideration received:	N/A
Amount of cash consideration spent:	N/A
Use of cash consideration:	N/A
Intended use for remainingamount of cash(if any):	N/A
For non-cash issue
Non-cashconsiderationpaid:	$1,000,000
Purpose of the issue:	Deferred consideration for acquisition of ePAT
Current value of that non-cashconsideration:	$2,307,692

Issue #3
Date of issue:	20th September 2017
Number issued:	75,000,000
Class/Type ofequity security:	Ordinary Shares
Summary of terms:	Fully paid ordinary shares
Name of persons who received securities or basis on which those personswas determined:	Sophisticated Investors
Price:	0.05 cents pershare
Discount tomarketprice (ifany):	N/A
For cash issue
Totalcashconsideration received:	$3,750,000
Amountofcashconsiderationspent:	$3,750,000
Use of cash consideration:	To accelerate the commercialization of the ePAT DementiaApp
Intended usefor remaining amountofcash(ifany):	Working capital
For non-cash issue
Non-cashconsiderationpaid:	N/A
Purpose of theissue:	N/A
Current value of that non-cashconsideration:	N/A
Issue #4
Date of issue:	20th October 2017
Number issued:	9,000,000
Class/Type ofequity security:	Ordinary Shares
Summary of terms:	Exercise ofOptions
Name of persons who received securities or basis on which those personswas determined:	Option holders
Price:	$0.02
Discount tomarketprice (ifany):	65%
For cash issue

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Totalcashconsideration received:	$180,000
Amountofcashconsiderationspent:	$180,000
Use ofcashconsideration:	Working Capital
Intended usefor remaining amountofcash(ifany):	N/A
For non-cash issue
Non-cashconsiderationpaid:	N/A
Purpose of theissue:	N/A
Current value of that non-cashconsideration:	N/A
Issue #5
Date of issue:	25th October 2017
Number issued:	500,000
Class/Type ofequity security:	Ordinary Shares
Summary of terms:	Exercise ofOptions
Name of persons who received securities or basis on which those personswas determined:	Option holders
Price:	$0.02
Discount tomarketprice (ifany):	65%
For cash issue
Totalcashconsideration received:	$10,000
Amountofcashconsiderationspent:	$10,000
Use ofcashconsideration:	Working capital
Intended usefor remaining amountofcash(ifany):	N/A
For non-cash issue
Non-cashconsiderationpaid:	N/A
Purpose of theissue:	N/A
Current value of that non-cashconsideration:	N/A
Issue #6
Date of issue:	12thDecember 2017
Number Issued:	1,000,000
Class/Type ofequity Security:	Ordinary Shares
Summary of Terms:	Exercise ofOptions
Name of persons who received securities or basis on which those personswas determined:	Option holders
Price:	$0.02
Discount tomarketprice (ifany):	60%
For cash issue
Totalcashconsideration received:	$20,000
Amountofcashconsiderationspent:	$20,000
Use ofcashconsideration:	Working capital
Intended usefor remaining amountofcash(ifany):	N/A
For non-cash issue
Non-cashconsiderationpaid:	N/A
Purpose of theissue:	N/A
Current value of that non-cashconsideration:	N/A
Issue #7
Date of issue:	21stDecember 2017
Number issued:	1,000,000
Class/Type ofequity Security:	Ordinary Shares
Summary of Terms:	Exercise ofOptions
Name of persons who received securities or basis on which those personswas determined:	Option holders
Price:	$0.02
Discount tomarketprice (ifany):	60%
For cash issue
Totalcashconsideration received:	$20,000
Amountofcashconsiderationspent:	$20,000
Use ofcashconsideration:	Working capital
Intended usefor remaining amountofcash(ifany):	N/A
For non-cash issue
Non-cashconsiderationpaid:	N/A
Purpose of theissue:	N/A

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Current value of that non-cash consideration: N/A

Issue #8
Date of issue:	29th January2018
Number issued:	3,000,000
Class/Type ofequity Security:	Unlisted Options
Summary of Terms:	Unlisted options exercisable at $0.0726 expiring22/7/2022
Name of persons who received securities or basis on which those personswas determined:	David Allsopp
Price:	Nil
Discount tomarketprice (ifany):	N/A
For cash issue
Total cash consideration received:	N/A
Amountofcashconsiderationspent:	N/A
Use ofcashconsideration:	N/A
Intended usefor remaining amountofcash(ifany):	N/A
For non-cash issue
Non-cashconsiderationpaid:	Nil
Purpose of theissue:	Employeeincentive
Current value of that non-cashconsideration:	$130,368
Issue #9
Date of issue:	4thApril 2018
Number issued:	500,000
Class/Type ofequity Security:	Ordinary Shares
Summary of Terms:	Exercise ofOptions
Name of persons who received securities or basis on which those personswas determined:	Option holder
Price:	$0.02
Discount tomarketprice (ifany):	70%
For cash issue
Totalcashconsideration received:	$10,000
Amountofcashconsiderationspent:	$10,000
Use ofcashconsideration:
Intended usefor remaining amountofcash(ifany):	N/A
For non-cash issue
Non-cashconsiderationpaid:	N/A
Purpose of theissue:	N/A
Current value of that non-cashconsideration:	N/A
Issue #10
Date of issue:	11thApril 2018
Number issued:	3,000,000
Class/Type ofequity Security:	Ordinary Shares
Summary of Terms:	Exercise ofOptions
Name of persons who received securities or basis on which those personswas determined:	Option holders
Price:	$0.02
Discount tomarketprice (ifany):	72%
For cash issue
Totalcashconsideration received:	$60,000
Amountofcashconsiderationspent:	$60,000
Use ofcashconsideration:	Working capital
Intended usefor remaining amountofcash(ifany):	N/A
For non-cash issue
Non-cashconsiderationpaid:	N/A
Purpose of theissue:	N/A
Current value of that non-cashconsideration:	N/A

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Issue #11
Date of issue:	13thApril 2018
Number issued:	3,500,000
Class/Type ofequity Security:	Ordinary Shares
Summary of Terms:	Exercise ofOptions
Name of persons who received securities or basis on which those personswas determined:	Option holders
Price:	$0.02
Discount tomarketprice (ifany):	70%
For cash issue
Totalcashconsideration received:	$70,000
Amountofcashconsiderationspent:	$70,000
Use ofcashconsideration:	Working capital
Intended usefor remaining amountofcash(ifany):	N/A
For non-cash issue
Non-cashconsiderationpaid:	N/A
Purpose of theissue:	N/A
Current value of that non-cashconsideration:	N/A

4.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.

5. RESOLUTION 4 – APPROVAL OF LONG TERM INCENTIVE PLAN

5.1 General

The PainChek Limited Long Term Incentive Plan (LTIP) provides for the issuance of performance rights or options (Awards) to directors, full-time and part-time employees as well as consultants and contractors of the Company and its subsidiaries. The form and implementation of the LTIP was approved by the Board on 27 August 2015 and by the company’s Shareholders at the AGM on 7 October 2015. Shareholders must reapprove the LTIP every 3 years for Exception 9, Listing Rule 7.2 to continue to apply. Shareholder approval for Resolution 4 is therefore being sought given the last approval was 3 years ago.

5.2

The Resolution and Explanation

Listing Rule 7.1 provides that a company must not, subject to certain exceptions, without the approval of shareholders issue or agree to issue more equity securities in any 12 month period other than the amount which is equal to 15% of its fully paid ordinary securities on issue at the start of that 12 month period.

Listing Rule 7.2 (Exception 9(b)) sets out an exception to Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of three years from the date on which shareholders approve the issue of securities under the scheme as an exception to Listing Rule 7.1.

The key features of the LTIP are as follows:

• (a) The Board may offer Awards under the LTIP to full-time or part-time employees, directors, consultants and/or contractors of any member of the Company’s group (being the Company and its subsidiaries) (a holder of securities under the LTIP being a participant).

• (b) Each Award represents a conditional right to be issued or transferred one or more Shares.

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• (c) There is no fee payable by the Participant on the grant of the Awards.

• (d) An Award may only be exercised when the vesting conditions, as determined by the Board, attaching to that Award have been satisfied or waived and a Vesting Notice has been provided to the plan participant.

• (e) The Award exercise price will be determined by the Board at the time it resolves to grant Awards under the LTIP, having regard to such matters that the board considers appropriate.

• (f) A participant may, if provided by the terms of the Award, and at their election, exercise their vested Awards by choosing to receive (in Shares) only the positive difference between the exercise price and the Company’s share price at exercise, determined by using a volume weighted average price over the 10 trading days immediately preceding the Exercise Date. This mechanism will not change the fundamental entitlement of participants nor does it result in a more favourable economic outcome than if the participant were to pay the exercise price in respect of all their Awards.

• (g) A participant’s Award will expire on the expiry date specified by the Board when the Award is granted.

• (h) Awards are not transferable.

• (i) A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to an Award that has been granted to them.

• (j) Awards will not be quoted on ASX. The Company will make an application to the ASX for official quotation of the Shares (if any) issued to a participant on the exercise of the Awards.

A copy of the LTIP can be obtained by contacting the Company Secretary.

5.3 Specific Information Required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2 Exception 9(b) the following information is provided:

• (a) The material terms of the LTIP are summarised above.

• (b) This is the second approval sought under Listing Rule 7.2 Exception 9 with respect to the LTIP. The first was at the AGM on 7 October 2015;

• (c) 8,000,000 Options have been issued to employees under the LTIP as follows:

• 5 April 2017 5,000,000 options exercisable at $0.036 per share and expiring 3 October 2021; and

• 29 January 2018 3,000,000 options exercisable at $0.0726 per share and expiring 22 July 2022.

• (d) A voting exclusion statement has been included for the purposes of Resolution 4.

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GLOSSARY

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means PainChek Limited (ACN 146 035 127).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by this Notice.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am (AEDT) on Sunday 18 November 2018.

	TO	VOTE ONLINE	BY SMARTPHONE
STEP	1:	VISIThttps://www.votingonline.com.au/painchekagm2018
STEP	2:	Enter your Postcode OR Country of Residence (if outside Australia)
STEP	3:	Enter your Voting Access Code (VAC):

.

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (AEDT) on Sunday, 18 November 2018. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/painchekagm2018  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Painchek Limited ACN 146 035 127

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Painchek Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the Suite 401, 35 Lime Street, Sydney, NSW 2000 on Tuesday, 20 November, 2018 at 10:00am (AEDT) and at any adjournment of that meeting, to act 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.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1 and 4, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1 and 4 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1 and 4). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2

VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Adoption of Remuneration Report Resolution 2 Re-Election of Director – John Murray Resolution 3 Approval of 10% Placement Capacity - Shares Resolution 4 Approval of Long Term Incentive Scheme

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STEP 3

SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director

Securityholder 3

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2018